Agenda packet, first session — Santa Fe Springs City Council, April 1, 2025 (part 1 of 4)

Agenda

04.1.2025 - AGENDA.PDF
Meeting Materials
APRIL 1, 2025, MEETING VIDEO

04.1.2025 - AGENDA PACKET.PDF

1. Documents:

2. Documents:

CITY OF SANTA FE SPRINGS

MEETINGS OF THE PUBLIC FINANCING AUTHORITY, HOUSING

SUCCESSOR, SUCCESSOR AGENCY, AND CITY COUNCIL
AGENDA
TUESDAY, APRIL 1, 2025
AT 5:00 P.M.

CITY HALL COUNCIL CHAMBERS
11710 TELEGRAPH ROAD
SANTA FE SPRINGS, CA 90670

CITY COUNCIL
William K. Rounds, Mayor
Joe Angel Zamora, Mayor Pro Tem
Annette Rodriguez, Councilmember
Juanita Martin, Councilmember
John M. Mora, Councilmember

CITY MANAGER CITY ATTORNEY
René Bobadilla, P.E. Rick Olivarez

CITY STAFF
Assistant City Manager Nicholas Razo
Fire Chief Chad Van Meeteren
Police Chief Aviv Bar
Director of Community Development Cuong Nguyen
Director of Community Services Maricela Balderas
Director of Finance Lana Dich
Director of Parks & Recreation Gus Hernandez
Director of Police Services Arlene Salazar
Director of Public Works James Enriquez
City Clerk Fernando N. Muñoz
April 1, 2025: City Council Meeting Page 2 of 10

NOTICES
This City Council Meeting (“Council”) will be held in person and will meet at City Hall – City Council Chambers, 11710 E. Telegraph Road, Santa Fe Springs, California. The meeting will be live streamed on the City’s YouTube Channel and can be accessed on the City’s website via the following link:
https://santafesprings.gov/city_council/city_council_meetings/index.php Americans with Disabilities Act: In compliance with the ADA, if you need special assistance to participate in a City meeting or other services offered by this City, please contact the City Clerk’s Office. Notification of at least 48 hours prior to the meeting or time when services are needed will assist the City staff in assuring that reasonable arrangements can be made to provide accessibility to the meeting or service.

SB 1439: Effective January 1, 2025, City Council Members are subject to SB 1439 and cannot participate in certain decisions for a year after accepting campaign contributions of more than $500 from an interested person. The Council Member would need to disclose the donation and abstain from voting.

Public Comments: The public is encouraged to address City Council on any matter listed on the agenda or on any other matter within its jurisdiction. If you wish to address the City Council on the day of the meeting, please fill out a speaker card provided at the door and submit it to City Clerk staff. You may also submit comments in writing by sending them to the City Clerk's Office at [email protected]. All written comments received by 12:00 p.m. the day of the City Council Meeting will be distributed to the City Council and made a part of the official record of the meeting. Written comments will not be read at the meeting, only the name of the person submitting the comment will be announced. Pursuant to provisions of the Brown Act, no action may be taken on a matter unless it is listed on the agenda, or unless certain emergency or special circumstances exist. The City Council may direct staff to investigate and/or schedule certain matters for consideration at a future City Council meeting.

Council Meeting Start Times: If there is a closed session or study session scheduled on the agenda, the regular meeting shall be scheduled to start at 5:00 p.m. and open session shall start at 6:00 p.m. If there is no closed session or study session scheduled on the agenda, the regular meeting shall be scheduled to start at 6:00 p.m.

Please Note: Staff reports and supplemental attachments are available for inspection online and at the office of the City Clerk in City Hall, during regular business hours 7:30 a.m. – 5:30 p.m., Monday – Thursday. Telephone: (562) 868-0511.

April 1, 2025: City Council Meeting Page 3 of 10

CALL TO ORDER

ROLL CALL

PUBLIC COMMENTS ON CLOSED SESSION ITEMS
At this time, the general public may address the City Council on closed session items only.

Please be aware that the maximum time allotted for members of the public to speak shall not exceed three (3) minutes per speaker. State Law prohibits the City Council from taking action or entertaining extended discussion on a topic not listed on the agenda. Please show courtesy to others and direct all of your comments to the City Council.

1. CLOSED SESSION
CONFERENCE WITH LEGAL – ANTICIPATED LITIGATION: One Matter (Pursuant to Government Code Section 54956.9(d)(2) and 54956.9(e)(1))

CLOSED SESSION REPORT
REGULAR SESSION – BEGINNING AT 6:00 P.M.

INVOCATION

PLEDGE OF ALLEGIANCE

INTRODUCTIONS

PRESENTATIONS

2. PROCLAIMING THE MONTH OF APRIL 2025 AS “DONATE LIFE MONTH” (CITY MANAGER)

CHANGES TO AGENDA

PUBLIC COMMENTS ON NON-AGENDA & NON-PUBLIC HEARING AGENDA ITEMS At this time, the general public may address the City Council on both non-agenda and nonpublic hearing agenda items. Comments relating to public hearing items will be heard during the public hearing. Please be aware that the maximum time allotted for members of the public to speak shall not exceed three (3) minutes per speaker. State Law prohibits the City Council from taking action or entertaining extended discussion on a topic not listed on the agenda. Please show courtesy to others and direct all of your comments to the City Council.

STAFF COMMUNICATIONS ON ITEMS OF COMMUNITY INTEREST

PUBLIC HEARING

3. APPROVAL AND AUTHORIZATION OF THE SALE OF SANTA FE SPRINGS PUBLIC FINANCING AUTHORITY 2025 SPECIAL PARCEL TAX REVENUE April 1, 2025: City Council Meeting Page 4 of 10

BONDS (MEASURE SFS), RELATED OFFICIAL STATEMENT, LEGAL AND

FINANCING AGREEMENTS, AND CERTAIN RELATED ACTIONS (FINANCE) RECOMMENDATION: It is recommended that the City Council:
1) Approve the sale and delivery of the 2025 Special Parcel Tax Revenue Bonds; 2) Approve, authorize and direct the execution and delivery of, the required legal, financial and disclosure documents, including: Resolution, Financing Agreement, and Preliminary Official Statement (POS);
3) Take such additional, related, action(s) that may be necessary.

RECOMMENDATION: It is recommended that the Public Financing Authority:
1) Approve the sale and delivery of the 2025 Special Parcel Tax Revenue Bonds; 2) Approve, authorize and direct the execution and delivery of, the required legal, financial and disclosure documents, including: Resolution, Indenture of Trust, Financing Agreement, Bond Purchase Agreement, Financing Agreement and Preliminary Official Statement (POS);
3) Take such additional, related, action(s) that may be necessary.

OLD BUSINESS – NONE

REGULAR BUSINESS

4. NAMING OF THE AQUATIC CENTER (PARKS & RECREATION)
RECOMMENDATION: It is recommended that the City Council:
1) Take such additional, related, action that may be desirable.

5. CONTRACT WITH PHOENIX DECORATING COMPANY FOR PARTICIPATION IN

THE PASADENA TOURNAMENT OF ROSES (COMMUNITY SERVICES)
RECOMMENDATION: It is recommended that the City Council:
1) Authorize a contract with Phoenix Decorating Company (Phoenix), in an amount not to exceed $600,000 for Pasadena Tournament of Roses (Rose Parade) services for 2026, 2027, and 2028 in an agreement approved by the City Attorney; and
2) Allocate $200,000 for Fiscal Year 2024-2025 in Art in Public Places special fund monies to the Public Art & Art Education activity for expenditures related to the April 1, 2025: City Council Meeting Page 5 of 10
design, production, storage, and operation of the 2026 City of Santa Fe Springs Rose Float entry; and
3) Authorize Phoenix to apply, on behalf of the City of Santa Fe Springs, for entry into the 2026, 2027, and 2028 Rose Parades; and
4) Take such additional, related, action that may be desirable.

CONSENT CALENDAR
All matters listed under the Consent Calendar are considered to be routine. Any items a Councilmember wishes to discuss should be designated at this time. All other items may be approved in a single motion. Such approval will also waive the reading of any Ordinance.

HOUSING SUCCESSOR

6. MINUTES OF THE MARCH 4, 2025 HOUSING SUCCESSOR MEETINGS (CITY CLERK)
RECOMMENDATION: It is recommended that the Housing Successor:
1) Approve the minutes as submitted.

SUCCESSOR AGENCY

7. MINUTES OF THE MARCH 4, 2025 SUCCESSOR AGENCY MEETINGS (CITY CLERK)
RECOMMENDATION: It is recommended that the Successor Agency:
1) Approve the minutes as submitted.

CITY COUNCIL

8. MINUTES OF THE MARCH 4, 2025 CITY COUNCIL MEETINGS (CITY CLERK) RECOMMENDATION: It is recommended that the City Council:
1) Approve the minutes as submitted.

9. SECOND READING OF ORDINANCE NO. 1155 – AMEND SECTION 155.519 (INTERSTATE 605 CORRIDOR ELECTRONIC BILLBOARD SIGN PROGRAM) WITHIN TITLE 15 (LAND USE), CHAPTER 155 (ZONING), OF THE SANTA FE

SPRINGS MUNICIPAL CODE (COMMUNITY DEVELOPMENT)
RECOMMENDATION: It is recommended that the City Council:
1) Adopt Ordinance No. 1155:

April 1, 2025: City Council Meeting Page 6 of 10

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA FE SPRINGS AMENDING SECTION 155.519 (INTERSTATE 605 CORRIDOR ELECTRONIC BILLBOARD SIGN PROGRAM) WITHIN TITLE 15 (LAND USE), CHAPTER 155
2) Take such additional, related action that may be desirable.

10. AUTHORIZATION TO ADVERTISE REQUEST FOR PROPOSALS (RFP) FOR THE

DOWNTOWN SPECIFIC PLAN (COMMUNITY DEVELOPMENT)
RECOMMENDATION: It is recommended that the City Council:
1) Authorize staff to advertise the Request for Proposals (RFP) for the Downtown Specific Plan; and
2) Take such additional, related action that may be desirable.

11. AUTHORIZE BID AWARD FOR AS-NEEDED ITEMS FOR IRRIGATION SYSTEMS

MAINTENANCE AND REPAIRS (FINANCE)
RECOMMENDATION: It is recommended that the City Council:
1) Authorize awarding an annual blanket purchase order to SiteOne Landscape Supply, LLC (SiteOne) in the not-to-exceed amount of $80,000 per fiscal year through June 30, 2027; and
2) Authorize the City Manager to take any further necessary actions regarding this matter.

12. APPROVE INCREASING THE BLANKET PURCHASE ORDER TO SOCAL AUTO & TRUCK PARTS DBA NAPA AUTO PARTS AND ISSUING A PURCHASE ORDER FOR FISCAL YEAR 2025 - 26 (FINANCE)
RECOMMENDATION: It is recommended that the City Council:
1) Authorize increasing the City’s existing blanket purchase order to Socal Auto & Truck Parts DBA NAPA Auto Parts (NAPA Auto) to $250,000 for items to perform vehicle and equipment maintenance and repairs; and 2) Authorize issuing a City-wide blanket purchase order to NAPA Auto for Fiscal Year 2025 – 26 in the amount of $275,000; and
3) Designate the authority to the City Manager to increase the blanket purchase order by $50,000 each year, if needed; and
4) Take such additional, related action that may be desirable.

April 1, 2025: City Council Meeting Page 7 of 10

13. APPROVE ISSUING A PURCHASE ORDER AND PSA TO LEHR AUTO (FINANCE)
RECOMMENDATION: It is recommended that the City Council:
1) Authorize issuing a purchase order to LEHR Auto in the amount of $109,230 for the items and services necessary to upfit four (4) police vehicles; 2) Approve the attached agreement with LEHR Auto in an amount that shall not exceed $150,000 per fiscal year through June 30, 2027; and 3) Take such additional, related action that may be desirable.

14. AUTHORIZE BID AWARDS FOR WATER DISTRIBUTION SYSTEM ITEMS AND

SUPPLIES (FINANCE)
RECOMMENDATION: It is recommended that the City Council:
1) Authorize awarding an annual blanket purchase order to Aqua-Metric Sales Company (Aqua-Metric) in the not-to-exceed amount of $75,000 per fiscal year through June 30, 2028; and
2) Authorize awarding an annual blanket purchase order to Core & Main LP (Core & Main) in the not-to-exceed amount of $75,000 per fiscal year thru June 30, 2028; and
3) Authorize awarding an annual blanket purchase order to Ferguson US Holding, Inc. (Ferguson) in the not-to-exceed amount of $75,000 per fiscal year through June 30, 2028; and
4) Authorize awarding an annual blanket purchase order to S&J Supply Co, Inc. (S&J) in the not-to-exceed amount of $75,000 per fiscal year through June 30, 2028; and
5) Authorize awarding an annual blanket purchase order to Western Water Works Supply Company (Western) in the not-to-exceed amount of $75,000 per fiscal year through June 30, 2028; and
6) Authorize awarding an annual blanket purchase order to Yardley-Orgill (YardleyOrgill) in the not-to-exceed amount of $75,000 per fiscal year through June 30, 2028; and
7) Authorize the City Manager to take any further necessary actions regarding this matter.

15. HERITAGE SPRINGS ASSESSMENT DISTRICT NO. 2001-01 (HAWKINS STREET AND PALM DRIVE) – ADOPTION OF RESOLUTION NO. 9949 (PUBLIC WORKS) April 1, 2025: City Council Meeting Page 8 of 10
RECOMMENDATION: It is recommended that the City Council:
1) Adopt Resolution No. 9949, ordering the preparation of the Engineer’s Report for Fiscal Year 2025/26 in conjunction with the annual levy of assessments for Heritage Springs Assessment District No. 2001-01 (Hawkins Street and Palm Drive); and
2) Take such additional, related action that may be desirable.

16. STREET LIGHTING DISTRICT NO. 1 – ADOPTION OF RESOLUTION NO. 9948 (PUBLIC WORKS)
RECOMMENDATION: It is recommended that the City Council:
1) Adopt Resolution No. 9948, ordering the preparation of the Engineer’s Report for Fiscal Year 2025/26 in conjunction with the annual levy of assessments for Street Lighting District No. 1; and
2) Take such additional, related action that may be desirable.

17. FIRE STATION HEADQUARTERS OFFICE RENOVATION – ADDITIONAL

APPROPRIATION OF FUNDS (PUBLIC WORKS)
RECOMMENDATION: It is recommended that the City Council:
1) Appropriate an additional $200,000 from the Utility Users Tax (UUT) to the Fire Station Headquarters Office Renovation (PW250007); and
2) Take such additional, related action that may be desirable.

18. ON-CALL PROFESSIONAL ENGINEERING SERVICES – APPROVE CONTRACT AMENDMENT NO. 1 (PUBLIC WORKS)
RECOMMENDATION: It is recommended that the City Council:
1) Approve Amendment No. 1 to the On-Call Professional Engineering Services Contract Agreements with Onward Engineering and Coast Surveying Inc., providing a 1-year term extension and revising the expiration date to April 6, 2026; and
2) Authorize the City Manager to execute the amendment with each of the consultant firms; and
3) Take such additional, related, action that may be desirable.

April 1, 2025: City Council Meeting Page 9 of 10

19. ON-CALL TREE MAINTENANCE SERVICES – AUTHORIZATION TO ADVERTISE

REQUEST FOR PROPOSALS (RFP) (PUBLIC WORKS)
RECOMMENDATION: It is recommended that the City Council:
1) Authorize City Staff to advertise an RFP for On-Call Tree Maintenance Services on Planet bids; and
2) Approve Amendment Number 2 to the Agreement with West Coast Arborists, extending the current contract for 90 days to terminate on August 14, 2025, for an additional not-to-exceed fee of $40,000; and
3) Take such additional, related, action that may be desirable.

20. AUTHORIZE TRANSFER OF FUNDS FROM HERITAGE ARTS FUND TO

AUDIO/VISUAL PROJECT FUND (PARKS & RECREATION)
RECOMMENDATION: It is recommended that the City Council:
1) Authorize a transfer from the Heritage Arts Fund (Fund 2510) to the Capital Project Fund 4154 (Project Number CS250001) Audio and Visual Equipment Upgrades in the amount of $200,000; and
2) Authorize an appropriation adjustment to account 4154 Project Number CS250001 (Audio and Visual Equipment Upgrades) for art-related enhancements; and
3) Take such additional, related action that may be desirable.

21. AUTHORIZATION TO AWARD CITY WEBSITE DEVELOPMENT RFP 25-6 TO

CIVICPLUS (COMMUNITY SERVICES)
RECOMMENDATION: It is recommended that the City Council:
1) Authorize the award of RFP 25-6 to CivicPlus for City Website Development; and
2) Authorize a contract with CivicPlus, in an amount not to exceed $125,291, for a three-year term in an agreement approved by the City Attorney; and 3) Take such additional, related action that may be desirable.

22. STATE HOMELAND SECURITY PROGRAM FUNDS – AWARD OF PURCHASE

OF XPLORIR HANDHELD GAS/VAPOR DETECTOR IDENTIFICATION SYSTEM (FIRE)
RECOMMENDATION: It is recommended that the City Council:

April 1, 2025: City Council Meeting Page 10 of 10
1) Award of purchase to Hazmat Resource Inc., in the amount of $57,128.50 for XPLORLR Handheld Gas Identification System; and
2) Take such additional, related, action that may be desirable.

23. STATE HOMELAND SECURITY PROGRAM FUNDS – AWARD OF PURCHASE

OF ATTACKPRO VRS THERMAL IMAGING CAMERAS AND RELATED

EQUIPMENT (FIRE)
RECOMMENDATION: It is recommended that the City Council:
1) Award of purchase to Municipal Emergency Services in the amount of $72,527.12 for AttackPRO VRS Thermal Imaging Cameras and Related Equipment; and 2) Take such additional, related, action that may be desirable.

APPOINTMENTS TO BOARDS, COMMITTEES, AND COMMISSIONS
COUNCIL COMMENTS/AB1234 COUNCIL CONFERENCE REPORTING
Council member announcements; requests for future agenda items; conference/meetings reports. Members of the City Council will provide a brief report on meetings attended at the expense of the local agency as required by Government Code Section 53232.3(d).

ADJOURNMENT
I, Fernando N. Muñoz, City Clerk for the City of Santa Fe Springs hereby certify that a copy of this agenda has been posted no less than 72 hours at the following locations; City’s website at www.santafesprings.gov; Santa Fe Springs City Hall, 11710 Telegraph Road; Santa Fe Springs City Library, 11700 Telegraph Road; and the Town Center Plaza (Kiosk), 11740 Telegraph Road.

CITY OF SANTA FE SPRINGS

MEETINGS OF THE PUBLIC FINANCING AUTHORITY, HOUSING

SUCCESSOR, SUCCESSOR AGENCY, AND CITY COUNCIL
AGENDA
TUESDAY, APRIL 1, 2025
AT 5:00 P.M.

CITY HALL COUNCIL CHAMBERS
11710 TELEGRAPH ROAD
SANTA FE SPRINGS, CA 90670

CITY COUNCIL
William K. Rounds, Mayor
Joe Angel Zamora, Mayor Pro Tem
Annette Rodriguez, Councilmember
Juanita Martin, Councilmember
John M. Mora, Councilmember

CITY MANAGER CITY ATTORNEY
René Bobadilla, P.E. Rick Olivarez

April 1, 2025: City Council Meeting Page 3 of 10

CALL TO ORDER

ROLL CALL

PUBLIC COMMENTS ON CLOSED SESSION ITEMS
At this time, the general public may address the City Council on closed session items only.

1. CLOSED SESSION
CONFERENCE WITH LEGAL – ANTICIPATED LITIGATION: One Matter (Pursuant to Government Code Section 54956.9(d)(2) and 54956.9(e)(1))

CLOSED SESSION REPORT
REGULAR SESSION – BEGINNING AT 6:00 P.M.

INVOCATION

PLEDGE OF ALLEGIANCE

INTRODUCTIONS

PRESENTATIONS

2. PROCLAIMING THE MONTH OF APRIL 2025 AS “DONATE LIFE MONTH” (CITY MANAGER)

CHANGES TO AGENDA

STAFF COMMUNICATIONS ON ITEMS OF COMMUNITY INTEREST

PUBLIC HEARING

3. APPROVAL AND AUTHORIZATION OF THE SALE OF SANTA FE SPRINGS PUBLIC FINANCING AUTHORITY 2025 SPECIAL PARCEL TAX REVENUE April 1, 2025: City Council Meeting Page 4 of 10

BONDS (MEASURE SFS), RELATED OFFICIAL STATEMENT, LEGAL AND

OLD BUSINESS – NONE

REGULAR BUSINESS

4. NAMING OF THE AQUATIC CENTER (PARKS & RECREATION)
RECOMMENDATION: It is recommended that the City Council:
1) Take such additional, related, action that may be desirable.

5. CONTRACT WITH PHOENIX DECORATING COMPANY FOR PARTICIPATION IN

HOUSING SUCCESSOR

6. MINUTES OF THE MARCH 4, 2025 HOUSING SUCCESSOR MEETINGS (CITY CLERK)
RECOMMENDATION: It is recommended that the Housing Successor:
1) Approve the minutes as submitted.

SUCCESSOR AGENCY

7. MINUTES OF THE MARCH 4, 2025 SUCCESSOR AGENCY MEETINGS (CITY CLERK)
RECOMMENDATION: It is recommended that the Successor Agency:
1) Approve the minutes as submitted.

CITY COUNCIL

8. MINUTES OF THE MARCH 4, 2025 CITY COUNCIL MEETINGS (CITY CLERK) RECOMMENDATION: It is recommended that the City Council:
1) Approve the minutes as submitted.

9. SECOND READING OF ORDINANCE NO. 1155 – AMEND SECTION 155.519 (INTERSTATE 605 CORRIDOR ELECTRONIC BILLBOARD SIGN PROGRAM) WITHIN TITLE 15 (LAND USE), CHAPTER 155 (ZONING), OF THE SANTA FE

SPRINGS MUNICIPAL CODE (COMMUNITY DEVELOPMENT)
RECOMMENDATION: It is recommended that the City Council:
1) Adopt Ordinance No. 1155:

April 1, 2025: City Council Meeting Page 6 of 10

10. AUTHORIZATION TO ADVERTISE REQUEST FOR PROPOSALS (RFP) FOR THE

11. AUTHORIZE BID AWARD FOR AS-NEEDED ITEMS FOR IRRIGATION SYSTEMS

April 1, 2025: City Council Meeting Page 7 of 10

14. AUTHORIZE BID AWARDS FOR WATER DISTRIBUTION SYSTEM ITEMS AND

17. FIRE STATION HEADQUARTERS OFFICE RENOVATION – ADDITIONAL

April 1, 2025: City Council Meeting Page 9 of 10

19. ON-CALL TREE MAINTENANCE SERVICES – AUTHORIZATION TO ADVERTISE

20. AUTHORIZE TRANSFER OF FUNDS FROM HERITAGE ARTS FUND TO

21. AUTHORIZATION TO AWARD CITY WEBSITE DEVELOPMENT RFP 25-6 TO

22. STATE HOMELAND SECURITY PROGRAM FUNDS – AWARD OF PURCHASE

OF XPLORIR HANDHELD GAS/VAPOR DETECTOR IDENTIFICATION SYSTEM (FIRE)
RECOMMENDATION: It is recommended that the City Council:

23. STATE HOMELAND SECURITY PROGRAM FUNDS – AWARD OF PURCHASE

OF ATTACKPRO VRS THERMAL IMAGING CAMERAS AND RELATED

ITEM # 3

CITY OF SANTA FE SPRINGS

CITY COUNCIL AGENDA STAFF REPORT
TO: Honorable Mayor/Chair and City Council Members/Board Members FROM: René Bobadilla, P.E., City Manager/Executive Director BY: Lana Dich, Director of Finance
SUBJECT: APPROVAL AND AUTHORIZATION OF THE SALE OF SANTA FE SPRINGS PUBLIC FINANCING AUTHORITY 2025 SPECIAL PARCEL

TAX REVENUE BONDS (MEASURE SFS), RELATED OFFICIAL

STATEMENT, LEGAL AND FINANCING AGREEMENTS, AND CERTAIN

RELATED ACTIONS
DATE: April 1, 2025
RECOMMENDATION(S):

It is recommended that the City Council:
1) Approve the sale and delivery of the 2025 Special Parcel Tax Revenue Bonds; 2) Approve, authorize and direct the execution and delivery of, the required legal, financial and disclosure documents, including: Resolution, Financing Agreement, and Preliminary Official Statement (POS);
3) Take such additional, related, action(s) that may be necessary.

It is recommended that the Public Financing Authority:
1) Approve the sale and delivery of the 2025 Special Parcel Tax Revenue Bonds; 2) Approve, authorize and direct the execution and delivery of, the required legal, financial and disclosure documents, including: Resolution, Indenture of Trust, Financing Agreement, Bond Purchase Agreement, Financing Agreement and Preliminary Official Statement (POS);
3) Take such additional, related, action(s) that may be necessary.

CITY COUNCIL AGENDA REPORT – MEETING OF APRIL 1, 2025
Approval and authorization of the sale of Santa Fe Springs Public Financing Authority 2025 Special Parcel Tax Revenue Bonds (Measure SFS) related official statement, legal and financing agreements, and certain related actions

Page 2 of 6 ends

FISCAL IMPACT
The City had previously funded the costs of certain road improvements from the City’s General Fund reserves. With the passage of Measure SFS, the City intends to utilize such monies to fund various road improvements that primarily service commercial and industrial traffic throughout the City.

A portion of the Measure SFS monies are to be dedicated to pay debt service on the proposed bonds - Santa Fe Springs Public Financing Authority 2025 Special Parcel Tax Revenue Bonds (Santa Fe Springs Road Improvements), the (“2025 Bonds”). No other City revenues have been pledged as a source of repayment on the 2025 Bonds; and therefore, the 2025 Bonds are not expected to have a financial impact on the City’s General Fund.

BACKGROUND
The Public Works Department identified $116 million in repairs for roads servicing commercial and industrial properties. The City worked in conjunction with key business leaders and the City of Santa Fe Springs Chamber of Commerce to promote a parcel tax to help fund these costs. Measure SFS passed this past November with an approximately 77% approval from the voters.

Measure SFS, which is not collected on residential properties, places an annual tax equal to 7.0 cents per square foot on commercial parcels and 3.5 cents on industrial and vacant parcels. The parcel tax is expected to generate approximately $6.0 million each year and will be adjusted each year for inflation at a rate equal to 2.0% per annum.

A significant portion of the City’s roads are in fair or good-to-fair condition. However, if the maintenance and repair of these roads is allowed to lapse, road conditions will deteriorate, and the costs of repair can increase up to 50%.

The City anticipates funding these various road improvements with a combination of paygo (i.e., cash) and tax-exempt bonds. One of the primary benefits of issuing tax-exempt bonds is the ability to accelerate capital improvements to prevent additional costs of deferred maintenance.

Upon approval, the City will issue the first series of bonds in connection with Measure SFS in April 2025. The 2025 Bonds are expected to generate $32 million in bond proceeds: $30 million in project costs plus a $2.0 million in contingency.

The City previously approved a reimbursement resolution that allows the City to reimburse itself with tax-exempt bond proceeds for capital expenditures made 60 days prior to the adoption of the resolution 9939 on December 10, 2024.

Page 3 of 6 ends

ANALYSIS
The parcel tax will has been placed on the Los Angeles County Property Tax Roll in August of 2025, which will subsequently commence generating tax revenues in November 2025. The first interest payment on the bonds will be on December 1, 2025.

The final maturity on the bonds will be June 1, 2050, which matches the sunset date for Measure SFS.

The resolution contemplates a maximum true interest cost of 5.0% with a not-to-exceed authorization amount of $35 million This par value exceeds the current financial projections in our Good Faith Estimate of $33.6 million. A larger authorization amount has been requested to provide additional flexibility in the event of unforeseen circumstances or to take advantage of favorable market conditions.

ENVIRONMENTAL
N/A

DISCUSSION
Preliminary Official Statement and Continuing Disclosure Certificate Agreement. The Preliminary Official Statement (POS) includes all material information concerning the 2025 Bonds and the City required for potential investors to make an informed investment decision.

The POS has been prepared with the assistance of Best Best & Krieger LLP, as disclosure counsel to the City. Included as an exhibit to the POS is the form of Continuing Disclosure Agreement, pursuant to which the Authority will provide its audited financial statements and certain other listed information to the investment community in the future.

Bond Rating - The City does not have any General Fund debt (bonds) outstanding. The Water Department issued bonds in 2013 and 2018, for which it obtained an A underlying credit rating from Standard & Poor’s (S&P). which is considered a ‘high investment grade” rating.

On March 17th, the City traveled to San Francisco to present a rating presentation to Moody’s Investor Service. The (40-page) presentation was generally well received. We anticipate that the City can obtain a similar or higher bond rating. However, the rating will not be released until March 31st.

Good Faith Estimate - California Senate Bill 450 (Hertzberg – 2017) requires the governing body of a local agency to obtain and disclose the following information, prior CITY COUNCIL AGENDA REPORT – MEETING OF APRIL 1, 2025
Approval and authorization of the sale of Santa Fe Springs Public Financing Authority 2025 Special Parcel Tax Revenue Bonds (Measure SFS) related official statement, legal and financing agreements, and certain related actions

Page 4 of 6 ends

to the authorization of long-term obligations such as the 2025 Bonds, in a public meeting. This information is provided as follows:

1. True interest cost of the 2025 Bonds: the rate necessary to discount the amounts payable on the respective principal and interest payment dates to the purchase price (premium/discount) received for the new issue.

The 2025 Bonds are scheduled to be sold the following week (on or about April 8, 2025). Based on current interest rates, as of March 12, 2025, the expected True Interest Costs on the 2025 Bonds is expected to be approximately 4.34%.

The bonds will be priced the week before the IRS tax filing deadline (April 15th) to avoid market distortions impacted by this event.

The Federal Open Markets Committee (FOMC) held a meeting on March 19th but did not cut interest rates. The Federal Reserve is not expected to take any action at the upcoming FOMC meeting in May. It is important to note, however, that interest rates could move dramatically due to unexpected (external) political or economic events.

2. Finance charge of the 2025 Bonds: the sum of all fees and charges paid to third parties (cost of issuance, plus underwriter’s discounts, and bond insurance, if applicable).

The expected cost of issuance on the 2025 Bonds will be approximately $295,000. There are no other direct or third-party fees associated with this sale.

The bond underwriter’s discount is expected not-to-exceed $6.50 per bond, including expenses.

The 2013 Water Revenue Bonds, which carried an “A” underlying bonds rating, obtained a municipal bond insurance policy from Assured Guaranty, which lent their AA rating to the bonds.

The Good Faith Estimated was conservatively based on a A-rated issue, without bond insurance. Upon the release of the rating for the 2025 Bonds from Moody’s Investor Service on March 31st, the finance team will determine if the bonds will benefit from a “AA” municipal bond insurance policy.

3. Amount of proceeds received for sale of the 2025 Bonds: the proceeds of the 2025 Bonds net of the fees and charges paid to third parties and any reserves or capitalized interest paid or funded with proceeds of the 2025 Bonds.

Page 5 of 6 ends

The City anticipates selling $33,605,000 in 2025 Bonds, when combined with a bond premium of $1,453,395, the City will receive $32 million in net project costs (includes a $2 million contingency). The remaining bond proceeds will be used to pay $295,000 in cost of issuance and $218,433 in bond underwriting fees, plus a debt service reserve fund (DSR) equal to approximately $2,544,772.

4. Total payment amount: the sum total of all debt service payments on the 2025 Bonds calculated to the final maturity, plus the fees and charges paid to third parties not paid with the proceeds of the 2025 Bonds. (for example, arbitrage rebate, continuing disclosure, and trustee fees).

The total projected principal and interest costs are projected to be $58,006,247.

Financing Team – Approval of the attached resolution has also approves the financing team:

Bond Underwriter - Cabrera Capital Markets which will sell the bonds to institutional investors via a negotiated sale.

Financial Advisor - Kosmont Financial Services which will serve as the City’s financial advisor to ensure fair market pricing.

Bond Counsel - Best, Best & Krieger LLP which has prepared the requisite legal and disclosure bond documents and will deliver the necessary tax and legal opinions required for the issuance of tax-exempt bonds.

Trustee – U.S. Bank Trust Company, National Association will serve as the trustee and paying agent on the bonds until maturity.

SUMMARY/NEXT STEPS
If approved, it is recommended that the Finance Department commence plans for the sale of the 2025 Bonds next week and construction of new commercial road improvements immediately.

ATTACHMENT(S):

A. Authority Resolution 9956
B. City Resolution 9957
C. Indenture
D. Financing Agreement
E. Preliminary Official Statement (including Continuing Disclosure Agreement) F. Bond Purchase Agreement
CITY COUNCIL AGENDA REPORT – MEETING OF APRIL 1, 2025
Approval and authorization of the sale of Santa Fe Springs Public Financing Authority 2025 Special Parcel Tax Revenue Bonds (Measure SFS) related official statement, legal and financing agreements, and certain related actions

Page 6 of 6 ends

ITEM STATUS:

APPROVED:

DENIED:

TABLED:

DIRECTION GIVEN:
65582.00001\43193955.3
RESOLUTION NO. 9956

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA FE SPRINGS

APPROVING, AUTHORIZING, AND DIRECTING THE EXECUTION OF A

FINANCING AGREEMENT, APPROVING THE ISSUANCE OF BONDS AND AN

OFFICIAL STATEMENT, AND DIRECTING CERTAIN RELATED ACTIONS IN

CONNECTION WITH THE SANTA FE SPRINGS ROAD IMPROVEMENT PROJECT WHEREAS, the City of Santa Fe Springs and the Redevelopment Agency of the City of Santa Fe Springs (as succeeded by the Successor Agency to the Redevelopment Agency of the City of Santa Fe Springs (the “Successor Agency”)) entered into that certain Joint Powers Agreement, dated as of August 24, 1989 (the “Joint Powers Agreement”), establishing the Santa Fe Springs Public Financing Authority (the “Authority”) for the purpose, among others, of having the Authority issue its bonds to be used to finance the acquisition, construction and improvement of certain public capital improvements; and
WHEREAS, the Joint Powers Agreement was subsequently amended to add the Housing Authority of the City of Santa Fe Springs as a party to the Joint Powers Agreement and remove the Successor Agency; and
WHEREAS, in November 2024, the City of Santa Fe Springs (the “City”) placed on the ballot Measure SFS: Road Repair Parcel Tax Measure (“Measure SFS”) which authorized a special parcel tax levy (the “Parcel Taxes”) to be used to finance the acquisition, construction and improvement of road work and related infrastructure (the “Project”); and WHEREAS, Measure SFS was approved by 76.72% of the voters of the City; and WHEREAS, the Authority at this time desires to issue its 2025 Special Parcel Tax Revenue Bonds (Santa Fe Springs Road Improvements) (the “Bonds”) under the provisions of Article 4 (commencing with Section 6584) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the “Bond Law”) pursuant to that certain Indenture of Trust, dated as of April 1, 2025 (the “Indenture”), by and between the Authority and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), and secured by the Parcel Taxes; and WHEREAS, pursuant to the Indenture, the Authority has provided for the issuance of the Bonds; and
WHEREAS, pursuant to that certain Financing Agreement, dated as of April 1, 2025 (the “Financing Agreement”), by and between the City and the Authority, the City will pay to the Trustee under the Indenture the Parcel Taxes to pay debt service on the Bonds; and WHEREAS, an Official Statement containing, among other things, information relating to the City has been prepared and is to be used in connection with the marketing and sale of the Bonds by the underwriter of the Bonds (the “Underwriter”); and WHEREAS, there have been presented at this meeting forms of the Preliminary Official Statement and the Financing Agreement; and
65582.00001\43193955.3
WHEREAS, pursuant to Section 6586.5 of the California Government Code, and following proper publication of notice, this City Council (the “City Council”) has held a public hearing on the financing of the Project and the public benefits of such financing; and WHEREAS, the City has duly considered such transactions and wishes at this time to approve said transactions in the public interest of the City.

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA FE SPRINGS AS FOLLOWS:

Section 1. The City Council hereby finds that the financing of the Project through the issuance of the Bonds will result in savings in effective interest rates, bond underwriting costs and bond issuance costs and thereby result in significant public benefits to the citizens of the City within the contemplation of Section 6586 of the California Government Code.

Section 2. The proposed form of the Financing Agreement, as presented to this meeting, is hereby approved. The Mayor, City Manager, and Finance Director, or any of their designees (the “Authorized Officers”) are each hereby authorized and directed, for and on behalf of the City, to execute, acknowledge and deliver the Financing Agreement, in substantially the form presented to this meeting, with such changes therein as an Authorized Officer may require or approve, with the advice and approval of Bond Counsel, such approval to be conclusively evidenced by the execution and delivery thereof.

Section 3. The form of Preliminary Official Statement as presented to this meeting is hereby approved. The use and distribution of said Preliminary Official Statement and use and distribution of the final Official Statement in connection with the sale of the Bonds is hereby ratified and approved. The Authorized Officers are hereby authorized and directed, for and on behalf of the City, to approve, and to deem nearly final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934, the portions of the Preliminary Official Statement for the Bonds which describe the City and its obligations to the Authority, including any assignee of the Authority.

Section 4. The City Council hereby approves the acquisition, construction and improvement of the Project, subject to any such further environmental approvals as may be required, and the issuance of the Bonds by the Authority.

Section 5. The Authorized Officers and City staff are hereby authorized and directed, jointly and severally, to do any and all things, to execute and deliver any and all documents, certificates, or agreements, which in consultation with the Authority’s Bond Counsel, they may deem necessary or advisable in order to effectuate the purposes of this Resolution, including but not limited to any matters relating to the purchase of a municipal bond insurance or reserve fund policy by the Authority. Any and all such actions previously taken by such Authorized Officers or staff members are hereby ratified and confirmed.

Section 6. This Resolution shall take effect immediately upon adoption. 65582.00001\43193955.3
PASSED, APPROVED AND ADOPTED by the City Council for the City of Santa Fe Springs on April 1, 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

Mayor
ATTEST:
___________________________________
City Clerk
65582.00001\43184083.3
RESOLUTION NO. 9957

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SANTA FE

SPRINGS PUBLIC FINANCING AUTHORITY AUTHORIZING THE

ISSUANCE AND SALE OF SPECIAL PARCEL TAX REVENUE BONDS,

AUTHORIZING AND DIRECTING THE EXECUTION OF A FINANCING

AGREEMENT, AN INDENTURE OF TRUST, A CONTINUING

DISCLOSURE AGREEMENT, A BOND PURCHASE AGREEMENT AND

AN OFFICIAL STATEMENT, AND DIRECTING CERTAIN RELATED

ACTIONS IN CONNECTION THEREWITH
WHEREAS, the City of Santa Fe Springs and the Redevelopment Agency of the City of Santa Fe Springs (as succeeded by the Successor Agency to the Redevelopment Agency of the City of Santa Fe Springs (the “Successor Agency”)) entered into that certain Joint Powers Agreement, dated as of August 24, 1989 (the “Joint Powers Agreement”), establishing the Santa Fe Springs Public Financing Authority (the “Authority”) for the purpose, among others, of having the Authority issue its bonds to be used to finance the acquisition, construction and improvement of certain public capital improvements; and
WHEREAS, the Joint Powers Agreement was subsequently amended to add the Housing Authority of the City of Santa Fe Springs as a party to the Joint Powers Agreement and remove the Successor Agency; and
WHEREAS, in November 2024, the City of Santa Fe Springs (the “City”) placed on the ballot Measure SFS: Road Repair Parcel Tax Measure (“Measure SFS”) which authorized a special parcel tax levy (the “Parcel Taxes”) to be used to finance the acquisition, construction and improvement of road work and related infrastructure (the “Project”); and WHEREAS, Measure SFS was approved by 76.72% of the voters of the City; and WHEREAS, the Authority at this time desires to issue its 2025 Special Parcel Tax Revenue Bonds (Santa Fe Springs Road Improvements) (the “Bonds”) under the provisions of Article 4 (commencing with Section 6584) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the “Bond Law”) and secured by the Parcel Taxes; and WHEREAS, the Authority has determined that the approval of financing for the Project is not “a project” within the meaning of the California Environmental Quality Act; and WHEREAS, the Authority proposes to sell the Bonds to Cabrera Capital Markets, LLC (the “Underwriter”) for offer and sale by the Underwriter to members of the general public, and in connection with the offering of the Bonds, the Authority has caused to be prepared an Official Statement describing, among other things, the Authority, the City, the Indenture, the Financing Agreement, the Parcel Taxes, the Project, and the Bonds, a preliminary form of which has been presented at this meeting and is on file with the Secretary of the Authority; and 65582.00001\43184083.3
2 WHEREAS, the Bonds will be sold pursuant to a Bond Purchase Agreement (the “Bond Purchase Agreement”) to be dated the date of sale, between the Authority and the Underwriter; and
WHEREAS, Section 5852.1 of the Government Code of the State of California (“Section 5852.1”) provides that the Authority shall obtain from an underwriter, financial advisor, or private lender and disclose, in a meeting open to the public prior to authorization of the issuance of the Bonds, good faith estimates of (a) the true interest cost of the Bonds, (b) the finance charge of the Bonds, meaning the sum of all fees and charges paid to third parties, (c) the amount of proceeds of the Bonds received less the finance charge described above and any reserves or capitalized interest paid or funded with proceeds of the Bonds, and (d) the sum total of all debt service payments on the Bonds calculated to the final maturity of the Bonds plus the fees and charges paid to third parties not paid with the proceeds of the Bonds; and WHEREAS, in accordance with Section 5852.1, the Authority has obtained such good faith estimates from Kosmont Financial Services, LLC, the Authority’s municipal advisor (the “Municipal Advisor”), and such estimates are disclosed in Exhibit A attached hereto; and WHEREAS, the Board of Directors of the Authority (the “Board”) wishes at this time to authorize all proceedings relating to the issuance of the Bonds to acquire, construct and improve the Project, and to approve the execution and delivery of all agreements and documents relating thereto.

NOW, THEREFORE, BE IT RESOLVED by the Board of the Santa Fe Springs Public Financing Authority as follows:

Section 1. Findings and Determinations. Pursuant to Section 6500 et seq. of the Government Code of the State of California, the Board hereby finds and determines that the issuance of the Bonds will result in savings in effective interest rates, bond underwriting costs and bond issuance costs and thereby result in significant public benefits to the City within the contemplation of Section 6586 of the Bond Law.

Section 2. Issuance of Bonds; Approval of Indenture. The Board hereby authorizes the issuance of the Bonds, in a maximum principal amount not to exceed $35,000,000. The Bonds shall be issued pursuant to that certain Indenture of Trust, currently dated as of April 1, 2025 (the “Indenture”), by and between the Authority and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The Board hereby approves the Indenture in the form presented to the Board at this meeting. The Chairperson, Vice Chairperson, the Executive Director, the Treasurer or such other person or persons as any one of them may designate (collectively, the “Authorized Officers”) are each, alone, hereby authorized and directed to execute the Indenture, for and in the name and on behalf of the Authority, in such form, together with any additions or omissions thereto or changes therein deemed necessary or advisable by the Authorized Officer executing such document upon consultation with general counsel to the Authority (“General Counsel”) and Bond Counsel, and the Secretary of the Board is hereby authorized and directed to attest the final form of the Indenture for and in the name and on behalf of the Authority. The Board hereby authorizes the delivery and performance by the Authority of the Indenture. 65582.00001\43184083.3
3 Section 3. Approval of Financing Agreement. The proposed form of the Financing Agreement, dated as of April 1, 2025 (the “Financing Agreement”), by and between the Authority and the City, as presented at this meeting, is hereby approved. The Authorized Officers, each acting alone, are hereby authorized and directed, for and on behalf of the Authority, to execute, acknowledge and deliver the Financing Agreement, in substantially the form presented to this meeting, with such changes, additions and omissions thereto as such Authorized Officer may require or approve, with the advice and approval of General Counsel to the Authority and Bond Counsel, such approval to be conclusively evidenced by the execution and delivery thereof.

Section 4. Bond Purchase Agreement. The Authority hereby authorizes the sale of the Bonds to the Underwriter pursuant to and in accordance with the Bond Purchase Agreement, in substantially the form on file with the Secretary and presented at this meeting, together with any additions or omissions thereto or changes therein approved by an Authorized Officer, the execution thereof to be conclusive evidence of such approval. The Authority hereby delegates, to each of the Authorized Officers alone, the authority to accept an offer from the Underwriter to purchase the Bonds from the Authority pursuant to the Bond Purchase Agreement; provided, however, that the true interest cost with respect to the Bonds shall not exceed 5.00%, the principal amount shall not exceed $35,000,000, the amount of Underwriter’s discount for the Bonds shall be not more than 0.65% of the aggregate principal amount thereof, and the final maturity shall not exceed June 1, 2050.

Section 5. Official Statement. The Board hereby approves the Preliminary Official Statement in the form presented at this meeting. The Authorized Officers are each, alone, hereby authorized and directed to execute a final Official Statement (the “Official Statement”), for and in the name and on behalf of the Authority, in such form, together with any additions thereto or changes therein deemed necessary or advisable by the Authorized Officer executing such document upon consultation with Bond Counsel. The Board hereby authorizes and directs the Underwriter to distribute copies of said Preliminary Official Statement to persons who may be interested in the purchase of the Bonds and to deliver copies of the Official Statement to all actual purchasers of the Bonds. The Board hereby authorizes the delivery by the Authority of the Official Statement.

The Authorized Officers are each hereby authorized and directed to execute a certificate or certificates to the effect that the Preliminary Official Statement was deemed “final” as of its date for purposes of Rule 15c2-12 of the Securities Exchange Act of 1934, and the Authorized Officers are each hereby authorized to so deem such statement final.

Section 6. Approval of Continuing Disclosure Agreement. The proposed form of the Continuing Disclosure Agreement, currently dated as of April 1, 2025 (the “Continuing Disclosure Agreement”), between the Authority and a dissemination agent to be selected, as presented to this meeting, is hereby approved. The Authorized Officers, each acting alone, are hereby authorized and directed, for an on behalf of the Authority, to execute, acknowledge and deliver the Continuing Disclosure Agreement, in substantially the form presented to this meeting, with such changes, additions and omissions thereto as such Authorized Officer may require or 65582.00001\43184083.3
4 approve, with the advice and approval of General Counsel to the Authority and Bond Counsel, such approval to be conclusively evidenced by the execution and delivery thereof.

Section 7. Financial Covenants. Notwithstanding anything to the contrary in this Resolution, the Authority, with the advice of the Municipal Advisor, General Counsel and Bond Counsel to the Authority, may modify the financial covenants and requirements set forth in the Indenture and Financing Agreement, including, but not limited to, the additional bonds test and a reserve fund, if any, for the Bonds, to the extent such revisions are deemed necessary or desirable by the Authority for the issuance of the Bonds based on advice from the Municipal Advisor, General Counsel and Bond Counsel; provided, however, that any such modifications or revisions shall not materially increase the financial or operational risks to the Authority and shall otherwise be subject to the terms hereof.

Section 8. Official Actions. The Authorized Officers, and any and all other officers of the Authority, are hereby authorized and directed, for and in the name and on behalf of the Authority, to do any and all things and take any and all actions, including execution and delivery of any and all documents, assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the issuance and sale of the Bonds and any of the other transactions contemplated by the documents approved pursuant to this Resolution, including but not limited to a certificate as to continuing disclosure obligations and any matters relating to the purchase of a municipal bond insurance or reserve fund policy by the Authority. Whenever in this Resolution any officer of the Authority is authorized to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer shall be absent or unavailable. Any and all such actions previously taken by such Authorized Officers or staff members are hereby ratified and confirmed.
65582.00001\43184083.3
5 Section 9. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption.
* * * * *

ADOPTED AND APPROVED BY THE SANTA FE SPRINGS PUBLIC
FINANCING AUTHORITY, this 1st day of April, 2025 by the following vote, to wit:

AYES:

NOES:

ABSENT:

ABSTENTIONS:

Chairperson
ATTEST:

Secretary
I hereby certify that the above Resolution No. _______ was duly introduced, read and adopted by the Authority at a regular meeting held on April 1, 2025.

By: ___________________________
Secretary
65582.00001\43184083.3
6 EXHIBIT A

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

Principal Amount. The Municipal Advisor has informed the Authority that, based on the financing plan and current market conditions, its good faith estimate of the aggregate principal amount of the Bonds to be sold is $33,605,000 (the “Estimated Principal Amount”).

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

4.34%.

Finance Charge. The Municipal Advisor has informed the Authority that, assuming that the Estimated Principal Amount of Bonds is sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the finance charge for the Bonds, which means the sum of all fees and charges paid to third parties (or costs associated with the Bonds), is $295,000.

Amount of Proceeds to be Received. The Municipal Advisor has informed the Authority that, assuming that the Estimated Principal Amount of the Bonds is sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the amount of proceeds expected to be received by the Authority for the sale of the Bonds, less the finance charge of the Bonds, as estimated above, and any reserve fund paid or funded with proceeds of the Bonds $32,000,000.

Total Payment Amount. The Municipal Advisor has informed the Authority that, assuming that the Estimated Principal Amount of the Bonds is sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the total payment amount, which means the sum total of all payments the Authority will make to pay debt service on the Bonds, plus the finance charge for the Bonds, as described above, not paid with the proceeds of the Bonds, calculated to the final maturity of the Bonds, is $58,006,247.

The foregoing estimates constitute good faith estimates only. The actual principal amount of the Bonds issued and sold, the true interest cost thereof, the finance charges thereof, the amount of proceeds received therefrom and total payment amount with respect thereto may differ from such good faith estimates due to (a) the actual date of the sale of the Bonds being different than the date assumed for purposes of such estimates, (b) the actual principal amount of Bonds sold being different from the Estimated Principal Amount, (c) the actual amortization of the Bonds being different than the amortization assumed for purposes of such estimates, (d) the actual market interest rates at the time of sale of the Bonds being different than those estimated for purposes of 65582.00001\43184083.3
7 such estimates, (e) other market conditions, or alterations in the financing plan or finance charges, or a combination of such factors. The actual date of sale of the Bonds and the actual principal amount of Bonds sold will be determined by the Authority based on the timing of the need for proceeds of the Bonds and other factors. The actual interest rates borne by the Bonds will depend on market interest rates at the time of sale thereof. The actual amortization of the Bonds will also depend, in part, on market interest rates at the time of sale thereof. Market interest rates are affected by economic and other factors beyond the control of the Authority. 65582.00001\43188674.6

INDENTURE OF TRUST
by and between

SANTA FE SPRINGS PUBLIC FINANCING AUTHORITY
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
as Trustee
Dated as of [DATE]
Relating to:
$[PAR AMOUNT]

SANTA FE SPRINGS PUBLIC FINANCING AUTHORITY
2025 SPECIAL PARCEL TAX REVENUE BONDS
(SANTA FE SPRINGS ROAD IMPROVEMENTS)

TABLE OF CONTENTS
Page
2 ARTICLE 1 DEFINITIONS; RULES OF INTERPRETATION ................................... 2 SECTION 1.01 Definitions ........................................................................................... 2 SECTION 1.02 Interpretation. .................................................................................. 10 SECTION 1.03 Indenture Constitutes Contract ...................................................... 10 ARTICLE 2 THE BONDS ................................................................................................ 11 SECTION 2.01 Authorization of Bonds.................................................................... 11 SECTION 2.02 Terms of the Bonds. ......................................................................... 11 SECTION 2.03 Transfer and Exchange of Bonds. .................................................. 12 SECTION 2.04 Book-Entry System. ......................................................................... 12 SECTION 2.05 Form and Execution of Bonds ........................................................ 14 SECTION 2.06 Authentication of Bonds .................................................................. 14 SECTION 2.07 Temporary Bonds ............................................................................ 14 SECTION 2.08 Bonds Mutilated, Lost, Destroyed or Stolen .................................. 15 SECTION 2.09 Registration Books ........................................................................... 15 SECTION 2.10 Additional Contracts and Parity Bonds ......................................... 15 ARTICLE 3 ISSUANCE OF BONDS; APPLICATION OF PROCEEDS .................. 16 SECTION 3.01 Issuance of the Bonds....................................................................... 16 SECTION 3.02 Application of Proceeds of the Bonds............................................. 16 SECTION 3.03 Validity of Bonds .............................................................................. 16 ARTICLE 4 REDEMPTION OF BONDS ....................................................................... 17 SECTION 4.01 Redemption. ...................................................................................... 17 SECTION 4.02 Notice of Redemption ...................................................................... 17 SECTION 4.03 Selection of Bonds for Redemption ................................................ 18 SECTION 4.04 Partial Redemption of Bonds .......................................................... 18 SECTION 4.05 Effect of Notice of Redemption ....................................................... 19 ARTICLE 5 SECURITY OF BONDS; FLOW OF FUNDS; INVESTMENTS ........... 19 SECTION 5.01 Pledge and Assignment; Revenue Fund. ........................................ 19 SECTION 5.02 Application of Revenue Fund ......................................................... 20 SECTION 5.03 Application of Interest Account ...................................................... 20 SECTION 5.04 Application of Principal Account ................................................... 20

TABLE OF CONTENTS
(continued)
Page
3 SECTION 5.05 Application of Redemption Account .............................................. 21 SECTION 5.06 Application of Sinking Account ...................................................... 21 SECTION 5.07 Application of Surplus Account ...................................................... 21 SECTION 5.08 Use of Money in the Delivery Costs Fund ...................................... 21 SECTION 5.09 [Reserved]. ........................................................................................ 21 SECTION 5.10 Establishment and Maintenance of Project Fund......................... 21 SECTION 5.11 Investment of Moneys ...................................................................... 22 SECTION 5.12 Valuation and Disposition of Investments ..................................... 23 ARTICLE 6 COVENANTS .............................................................................................. 23 SECTION 6.01 Punctual Payment ............................................................................ 23 SECTION 6.02 Extension of Payment of Bonds ...................................................... 23 SECTION 6.03 Against Encumbrances .................................................................... 23 SECTION 6.04 Power to Issue Bonds and Make Pledge and Assignment ............ 24 SECTION 6.05 Accounting Records and Financial Statements ............................. 24 SECTION 6.06 Waiver of Laws ................................................................................ 24 SECTION 6.07 Covenants With Respect to the Financing Agreement. ................ 24 SECTION 6.08 Tax Covenants Relating to Bonds .................................................. 25 SECTION 6.09 Further Assurances .......................................................................... 25 SECTION 6.10 Protection of Security and Rights of Bond Owners ...................... 26 SECTION 6.11 [Reserved] ......................................................................................... 26 SECTION 6.12 Rebate of Excess Investment Earnings to United States .............. 26 ARTICLE 7 EVENTS OF DEFAULT AND REMEDIES OF BOND OWNERS ....... 27 SECTION 7.01 Events of Default .............................................................................. 27 SECTION 7.02 Notice of Event of Default ............................................................... 27 SECTION 7.03 Remedies ........................................................................................... 27 SECTION 7.04 Application of Revenues and Other Funds After Default ............ 28 SECTION 7.05 Trustee to Represent Bond Owners ............................................... 28 SECTION 7.06 Bond Owners’ Direction of Proceedings ........................................ 29 SECTION 7.07 Limitation on Bond Owners’ Right to Sue .................................... 29 SECTION 7.08 Absolute Obligation of Authority ................................................... 30

TABLE OF CONTENTS
(continued)
Page
4 SECTION 7.09 Termination of Proceedings ............................................................ 30 SECTION 7.10 Remedies Not Exclusive ................................................................... 30 SECTION 7.11 No Waiver of Default ....................................................................... 30 ARTICLE 8 THE TRUSTEE ........................................................................................... 30 SECTION 8.01 Trustee; Duties, Removal and Resignation ................................... 30 SECTION 8.02 Compensation of the Trustee .......................................................... 31 SECTION 8.03 Protection to Trustee ....................................................................... 32 SECTION 8.04 Payment Limited .............................................................................. 35 SECTION 8.05 Merger or Consolidation ................................................................. 35 SECTION 8.06 Funds and Accounts ......................................................................... 35 ARTICLE 9 MODIFICATION OR AMENDMENT HEREOF ................................... 35 SECTION 9.01 Amendments Permitted. .................................................................. 35 SECTION 9.02 Effect of Supplemental Indenture .................................................. 36 SECTION 9.03 Endorsement of Bonds; Preparation of New Bonds ..................... 37 SECTION 9.04 Amendment of Particular Bonds .................................................... 37 ARTICLE 10 DEFEASANCE ............................................................................................ 37 SECTION 10.01 Discharge of Indenture .................................................................... 37 SECTION 10.02 Discharge of Liability on Bonds...................................................... 38 SECTION 10.03 Deposit of Money or Securities with Trustee ................................ 38 SECTION 10.04 Payment of Bonds After Discharge of Indenture .......................... 39 ARTICLE 11 MISCELLANEOUS .................................................................................... 39 SECTION 11.01 Liability of Authority Limited to Revenues................................... 39 SECTION 11.02 Successor Is Deemed Included in All References to Predecessor ....................................................................................... 39 SECTION 11.03 Limitation of Rights ......................................................................... 39 SECTION 11.04 Waiver of Notice; Requirement of Mailed Notice ......................... 39 SECTION 11.05 Destruction of Bonds........................................................................ 40 SECTION 11.06 Severability of Invalid Provisions ................................................... 40 SECTION 11.07 Notices ............................................................................................... 40 SECTION 11.08 [Reserved.] ........................................................................................ 40

TABLE OF CONTENTS
(continued)
Page
5 SECTION 11.09 Evidence of Rights of Bond Owners ............................................... 41 SECTION 11.10 Disqualified Bonds ........................................................................... 41 SECTION 11.11 Money Held for Particular Bonds .................................................. 41 SECTION 11.12 Funds and Accounts ......................................................................... 42 SECTION 11.13 Payment on Non-Business Days ...................................................... 42 SECTION 11.14 Waiver of Personal Liability ........................................................... 42 SECTION 11.15 Execution in Several Counterparts ................................................ 42 SECTION 11.16 Governing Laws ............................................................................... 42 EXHIBIT A FORM OF BOND .............................................................................................. A-1 EXHIBIT B PROJECT FUND REQUISITION ................................................................... B-1 65582.00001\43188674.6

INDENTURE OF TRUST
This INDENTURE OF TRUST (this “Indenture”) dated as of [DATE], is by and between the SANTA FE SPRINGS PUBLIC FINANCING AUTHORITY, a joint exercise of powers authority organized and existing under and by virtue of the laws of the State of California (the “Authority”), and U.S. Bank Trust Company, National Association, a national banking association organized and existing under and by virtue of the laws of the United States, as trustee (the “Trustee”).

W I T N E S S E T H :

WHEREAS, the Authority is a joint exercise of powers authority duly organized and existing under the provisions of Articles 1 through 4 (commencing with Section 6500) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the “Act”), and is authorized pursuant to Article 4 of the Act (the “Bond Law”) to borrow money for the purpose of paying and refinancing the cost of public capital improvements within the State of California, including road and infrastructure improvements (the “Project”); and WHEREAS, in November 2024, the City of Santa Fe Springs (the “City”) placed on the ballot Measure SFS: Road Repair Parcel Tax Measure (“Measure SFS”) which authorized a special parcel tax levy (the “Parcel Taxes”) to be used to finance the acquisition, construction and improvement of road work and related infrastructure the Project; and WHEREAS, Measure SFS was approved by 76.72% of the voters of the City; and WHEREAS, the Authority at this time desires to issue its 2025 Special Parcel Tax Revenue Bonds (Santa Fe Springs Road Improvements) (the “Bonds”) under the provisions of Article 4 (commencing with Section 6584) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the “Bond Law”) and secured by the Parcel Taxes; and WHEREAS, the Authority has entered into that certain Financing Agreement (the “Financing Agreement”), dated as of [DATE], with the City, whereby the City has agreed to contribute Parcel Tax Revenues (defined below) to the Authority to provide funds to pay, among other things, the debt service on the Bonds (the “Parcel Tax Payments”); and WHEREAS, the Bonds are to be secured by a pledge of and first lien on the Revenues (as defined herein) to the extent received by the Authority from the City pursuant to the Financing Agreement, which Revenues are anticipated to be sufficient in time and amount to pay the principal of and interest on the Bonds; and
WHEREAS, in order to provide for the authentication and delivery of the Bonds, to establish and declare the terms and conditions upon which the Bonds are to be issued and to secure the payment of the principal thereof and interest thereon, the Authority has authorized the execution and delivery of this Indenture; and
WHEREAS, the Authority has determined that all acts and proceedings required by law necessary to make the Bonds, when executed by the Authority, authenticated and delivered by the Trustee, and duly issued, the valid, binding and legal special obligations of the Authority, and to 65582.00001\43188674.6
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constitute this Indenture a valid and binding agreement for the uses and purposes herein set forth in accordance with its terms, have been done and taken, and the execution and delivery of the Indenture have been in all respects duly authorized;
NOW, THEREFORE, THIS INDENTURE WITNESSETH, that in order to secure the payment of the principal of and the interest and premium (if any) on all Bonds at any time issued and outstanding under this Indenture, according to their tenor, and to secure the performance and observance of all the covenants and conditions therein and herein set forth, and so declare the terms and conditions upon and subject to which the Bonds are to be issued and received, and in consideration of the premises and of the mutual covenants herein contained and of the purchase and acceptance of the Bonds by the Owners thereof, and for other valuable consideration, the receipt whereof is hereby acknowledged, the Authority does hereby covenant and agree with the Trustee, for the benefit of the respective Owners from time to time of the Bonds, as follows:

ARTICLE 1
DEFINITIONS; RULES OF INTERPRETATION
SECTION 1.01 Definitions. Unless the context otherwise requires, the terms defined in this Section 1.01 shall, for all purposes of this Indenture and of any indenture supplemental hereto and of any certificate, opinion or other document herein mentioned, have the meanings herein specified, to be equally applicable to both the singular and plural forms of any of the terms herein defined.
“Acquisition,” “Acquire” or “Acquired” means, with respect to the Project, the acquisition, financing or construction of the Project.
“Acquisition Costs” means, with respect to the Project, the contract price paid or to be paid to the Contractors therefor upon modification, repair, improvement, acquisition, construction, installation or delivery of any portion of the Project and related equipment, if any, in accordance with the purchase order or contract therefor. Acquisition Costs include the costs of site preparation necessary for the installation of the Project, as well as the administrative, engineering, risk management, legal, financial and other costs incurred by the Authority, the City, and the Contractors in connection with the acquisition, construction, delivery and installation of the Project.
“Acquisition Date” means the date when a Certificate of Completion is delivered to the Trustee.
“Act” means Articles 1 through 4 (commencing with Section 6500) of Chapter 5, Division 7, Title 1 of the Government Code of the State of California. “Agreement” means that certain Joint Exercise of Powers Agreement, dated as of [DATE], establishing the Authority, as originally executed or as it may from time to time be supplemented, modified or amended as provided therein.
“Authority” means the Santa Fe Springs Public Financing Authority, a joint powers authority organized and existing under the Act and any successor thereto. 65582.00001\43188674.6
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“Authorized Representative” means: (a) with respect to the Authority, its Chair, Vice Chair, Executive Director or Secretary, or any other person designated as an Authorized Representative of the Authority by a Written Certificate of the Authority signed by the Executive Director and filed with the Trustee; and (b) with respect to the Trustee, [the Senior Vice President, any Vice President, any Assistant Vice President] or any Trust Officer of the Trustee, and when used with reference to any act or document also means any other person authorized to perform such act or sign any document by or pursuant to a resolution of the Board of Directors of the Trustee or the bylaws of the Trustee.
“Bond Counsel” means Best Best & Krieger LLP, Los Angeles, California, and its successors; or any other firm of nationally recognized bond counsel selected by the Authority. “Bond Law” means Article 4 (commencing with Section 6584) of Chapter 5 of Division 7 of Title 1 of the California Government Code, as amended from time to time. “Bonds” means the Santa Fe Springs Public Financing Authority 2025 Special Parcel Tax Revenue Bonds (Santa Fe Springs Road Improvements) issued in the aggregate principal amount of $[PAR AMOUNT] and authorized by, and at any time Outstanding pursuant to, this Indenture. “Business Day” means a day which is not a Saturday, Sunday or legal holiday on which banking institutions in the State of California, or in any state in which the Office of the Trustee is located, are closed.
“Certificate of Completion” means a certificate of an Authorized Representative of the Authority certifying that all equipment and other property constituting the Project has been acquired, constructed, installed and accepted by the Authority, and that all Acquisition Costs for the Project have been paid.
“City” means the City of Santa Fe Springs, California.
“Closing Date” means the date on which the Bonds are delivered to the Original Purchaser. “Continuing Disclosure Agreement” means the Authority Continuing Disclosure Agreement, dated as of [DATE], by and between the Authority and the dissemination agent named therein, as originally executed and as it may be amended from time to time in accordance with the terms thereof.
“Contractors” means the contractors or vendors from whom the Authority has ordered or caused to be ordered, or with whom the Authority has contracted or caused to be contracted for the acquisition, refinancing, repair, improvements or modification of the Project. “Contracts” means all contracts (including installment purchase agreements, leases and lease-purchase agreements) of the Authority authorized and executed by the Authority under and pursuant to applicable law, the payments of which are payable from Revenues on a parity with the payment of Debt Service on the Bonds.
“Debt Service” means, for any Fiscal Year, the sum of (1) the interest payable during such Fiscal Year on all Bonds, assuming that all Outstanding serial Bonds are retired as scheduled and 65582.00001\43188674.6
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that all Outstanding Term Bonds are prepaid from sinking fund payments as scheduled, (2) that portion of the principal amount of all Outstanding serial Bonds payable by their terms during such Fiscal Year, (3) the minimum amount of Term Bonds required to be paid or called and redeemed during such Fiscal Year, together with the redemption premiums, if any, thereon, and (4) the payments and the interest thereon under Parity Bonds, if any, required to be paid during such Fiscal Year; provided that, whenever interest as described herein accrues at other than a fixed rate, such interest shall be assumed to be a rate equal to the greater of (i) the actual rate on the date of calculation, or if the Parity Bond or Contract is not yet outstanding, the initial rate (if established and binding), (ii) if the Parity Bond or Contract has been outstanding for at least twelve months, the average rate over the twelve months immediately preceding the date of calculation, and (iii) (x) if interest on the Parity Bond or Contract is excludable from gross income under the applicable provisions of the Internal Revenue Code, the most recently published The Bond Buyer Bond Revenue Index (or comparable index if no longer published) plus fifty (50) basis points, or (y) if interest is not so excludable, the interest rate on direct U.S. Treasury Obligations with comparable maturities, plus fifty (50) basis points.
“Defeasance Obligations” means (a) direct obligations (other than an obligation subject to variation in principal repayment) of the United States of America, (b) obligations fully and unconditionally guaranteed as to timely payment of the interest and principal by the United States of America, (c) obligations of any agency or instrumentality of the United States of America as to which the timely payment of the interest on and the principal of such obligations is backed by the full faith and credit of the United States of America, or (d) evidences of ownership of proportionate interests in future interest and principal payments on obligations described above held by a bank or trust company as custodian, under which the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor and the underlying government obligations are not available to any person claiming through the custodian or to whom the custodian may be obligated.
“Delivery Costs” means all items of expense directly or indirectly payable by or reimbursable to the Authority or the City relating to the financing or refinancing of the Project, including but not limited to filing costs, settlement costs, printing costs, reproduction and binding costs, initial fees and charges of the Trustee and its counsel, financing discounts, insurance premiums and outside legal fees of the insurer relating thereto, if any, legal fees and charges, financial and other professional consultant fees, costs of rating agencies for credit ratings, fees for execution, title insurance premiums, transportation and safekeeping of Bonds and charges and fees in connection with the foregoing.
“Delivery Costs Fund” means the fund of that name established by Section 3.02 hereof. “Depository” means DTC or another recognized securities depository selected by the Authority which maintains a book-entry system for the Bonds. “Depository System Participant” means any participant in the Depository’s book-entry system.
“DTC” means The Depository Trust Company, New York, New York and its successors and assigns.
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“Event of Default” means any of the events specified in Section 7.01. “Financing Agreement” means that certain Financing Agreement, by and between the Authority and the City, dated as of [DATE], regarding contribution of Parcel Tax Revenues by the City to the Trustee to pay debt service on the Bonds and pay other costs of the Authority relating to the Bonds and as otherwise required by the Indenture. “Fiscal Year” means the period beginning on July 1 of each year and ending on the next succeeding June 30, or any other twelve-month period hereafter selected and designated as the official fiscal year period of the Authority designated in a Written Certificate of the Authority delivered to the Trustee.
“Indenture” means this Indenture, as originally executed or as it may from time to time be supplemented, modified or amended by any Supplemental Indenture. “Independent Financial Consultant” means any financial consultant or firm of such financial consultants appointed by the Authority and who, or each of whom, (a) is judged by the Authority to have experience with respect to the financing of public capital improvement projects; (b) is in fact independent and not under the domination of the Authority; (c) does not have any substantial interest, direct or indirect, with the Authority; and (d) is not connected with the Authority as an officer or employee of the Authority, but who may be regularly retained to make reports to the Authority.
“Information Services” means in accordance with then-current guidelines of the Securities and Exchange Commission, one or more services as the Authority may designate in a certificate of the Authority delivered to the Trustee.
“Interest Account” means the account by that name established and held by the Trustee pursuant to Section 5.02.
“Interest Payment Date” means June 1 and December 1 in each year, commencing December 1, 2025, so long as any Bonds remain Outstanding. “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 Chase 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-applicable highest rate of interest on the Bonds; and (b) the maximum rate permissible under applicable usury or similar laws limiting interest rates. Interest at the Late Payment Rate on any amount owing to the Reserve Insurer shall be computed on the basis of the actual number of days elapsed in a year of 360 days. 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 Reserve Insurer, in its sole and absolute discretion, shall designate.
“Measure SFS” means the Ordinance of the City to authorize the levy of a Special Parcel Tax to finance road improvements, approved by the voters of the City at the November 5, 2024 election.
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“Moody’s” means Moody’s Investors Services, Inc., its successors and assigns. “Nominee” means (a) initially, Cede & Co. as nominee of DTC, and (b) any other nominee of the Depository designated pursuant to Section 2.04(a). “Office” means, with respect to the Trustee, the corporate trust office of the Trustee in Los Angeles, California, or at such other or additional offices as may be specified by the Trustee in writing to the Authority, except that with respect to presentation of Bonds for payment or for registration of transfer and exchange such term shall mean the office or agency of the Trustee at which, at any particular time, its corporate trust agency business shall be conducted. “Original Purchaser” means Cabrera Capital Markets, LLC, as the original purchaser of the Bonds.
“Outstanding,” when used as of any particular time with reference to Bonds, means (subject to the provisions of Section 11.10) all Bonds theretofore, or thereupon being, authenticated and delivered by the Trustee under this Indenture except (a) Bonds theretofore canceled by the Trustee or surrendered to the Trustee for cancellation; (b) Bonds with respect to which all liability of the Authority shall have been discharged in accordance with Section 10.02, including Bonds (or portions of Bonds) disqualified under Section 11.10; and (c) Bonds for the transfer or exchange of or in lieu of or in substitution for which other Bonds shall have been authenticated and delivered by the Trustee pursuant to this Indenture.
“Owner,” whenever used herein with respect to a Bond, means the person in whose name the ownership of such Bond is registered on the Registration Books. “Parcel Tax” means the special parcel tax on each taxable parcel of commercial, industrial and vacant real property in the City, which was approved by at least two-thirds of the voters of the City at the November 5, 2024 election, known as Measure SFS. “Parcel Tax Payments” means the payments by the City described in Section 3.02 of the Financing Agreement.
“Parcel Tax Payment Date” shall mean each [November 15 and May 15]. “Parcel Tax Revenues” means the annual amounts collected by the County of Los Angeles on behalf of the City from the Parcel Tax.
“Parity Bonds” means Contracts, indebtedness or other obligations hereafter issued or incurred and secured by a pledge of and lien on Revenues equal to that of payment of Debt Service on the Bonds.
“Permitted Investments” mean any of the following which at the time of investment are legal investments under the laws of the State of California for the moneys proposed to be invested therein (the Trustee is entitled to conclusively rely upon any direction of the Authority as a certification that such investment constitutes a Permitted Investment):
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1. Direct obligations of the United States of America (including obligations issued or held in book-entry form on the books of the Department of the Treasury, but excluding CATS and TIGRS) or obligations the principal of and interest on which are unconditionally guaranteed by the United States of America.

2. Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following federal agencies and provided such obligations are backed by the full faith and credit of the United States of America (stripped securities are only permitted if they have been stripped by the agency itself):

Farmers Home Administration (FmHA)
Certificates of beneficial ownership
Federal Housing Administration Debentures (FHA)
General Services Administration
Participation certificates
Government National Mortgage Association (GNMA or “Ginnie Mae”) GNMA – guaranteed mortgage-backed bonds
GNMA – guaranteed pass-through obligations (participation certificates)
(not acceptable for certain cash-flow sensitive issues.) U.S. Maritime Administration
Guaranteed Title XI financing
U.S. Department of Housing and Urban Development (HUD)
Project Notes
Local District Bonds
New Communities Debentures – U.S. Government guaranteed debentures
U.S. Public Housing Notes and Bonds – U.S. Government
guaranteed
public housing notes and bonds

3. Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following non-full faith and credit U.S. government agencies (stripped securities are only permitted if they have been stripped by the agency itself):

Federal Home Loan Bank Water System
Senior debt obligations
Federal Home Loan Mortgage Corporation (FHLMC or “Freddie Mac”) Participation certificates
Senior debt obligations
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Federal National Mortgage Association (FNMA or “Fannie Mae”) Mortgage-backed securities and senior debt obligations
Resolution Funding Corp. (REFCORP) obligations
Farm Credit Water System
Consolidated system-wide bonds and notes
Federal Agriculture Mortgage Association
Tennessee Valley District

4. Money market funds registered under the Federal Investment Company Act of 1940, whose shares are registered under the Federal Securities Act of 1933, and having a rating by S&P of “AAAm-G,” “AAA-m,” or “AA-m” and if rated by Moody’s rated “Aaa,” “Aa1” or “Aa2,” including funds for which the Trustee, its parent holding company, if any, or any affiliates or subsidiaries of the Trustee provide investment advisory or other management services.

5. Certificates of deposit secured at all times by collateral described in 1 and/or 2 above. Such certificates must be issued by commercial banks, savings and loan associations or mutual savings banks including the Trustee and its affiliates. The collateral must be held by a third party and the Owners must have a perfected first security interest in the collateral.

6. Certificates of deposit, savings accounts, deposit accounts or money market deposits which are fully insured by FDIC, including BIF and SAIF.

7. Investment agreements, including GIC’s, forward purchase agreements and flexible repurchase agreements.

8. Commercial paper rated, at the time of purchase, “Prime -1” by Moody’s and “A -1” or better by S&P.

9. Bonds or notes issued by any state or municipality which are rated by Moody’s and S&P in one of the two highest rating categories assigned by such agencies.

10. Federal funds or bankers acceptances with a maximum term of one year of any bank which has an unsecured, uninsured and unguaranteed obligation rating of “Prime -1” or “A3” or better by Moody’s and “A-1+” by S&P.

11. Repurchase agreements for 30 days or less must follow the following criteria:
(i) Repurchase agreements that provide for the transfer of securities from a dealer bank or securities firm (seller/borrower) to the Trustee (buyer/lender), and the transfer of cash from the Trustee to the dealer bank or securities firm with an agreement that the dealer bank or securities firm will repay the cash plus a yield to the Trustee in exchange for the securities at a specified date.
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12. Medium-term Notes: Corporate notes issued by corporations organized and operating within the United States with a rating of “AAA” or higher at the time of purchase by a nationally recognized rating service and with a maximum remaining maturity of no more than three (3) years after the date of purchase.

13. The Local Agency Investment Fund created pursuant to Section 16429.1 of the California Government Code, to the extent the Trustee is authorized to register such investment in its name.

14. The County Pooled Investment Fund.

15. Shares in a California common law trust established pursuant to Title 1, Division 7, Chapter 5 of the Government Code of the State of California which invests exclusively in investments permitted by Section 53601 of Title 5, Division 2, Chapter 4 of the Government Code of California, as it may be amended.
“Principal Account” means the account by that name established and held by the Trustee pursuant to Section 5.02.
“Project” means those certain road improvements and related infrastructure financed with the proceeds of the Bonds, along with any improvements thereto. “Project Fund” means the fund by that name established in Section 5.10 hereof. “Record Date” means (a) the fifteenth (15th) calendar day of the month preceding each Interest Payment Date, whether or not such day is a Business Day, and (b) any date established by the Trustee pursuant to Section 2.02(b) as a special Record Date for the payment of defaulted interest on the Bonds, if any.
“Redemption Account” means the account by that name established and held by the Trustee pursuant to Section 5.05.
“Redemption Price” means the aggregate amount of principal of and premium (if any) on the Bonds upon the redemption thereof pursuant to Section 4.01. “Registration Books” means the records maintained by the Trustee for the registration of ownership and registration of transfer of the Bonds pursuant to Section 2.09. “Revenues” means during any fiscal period the sum of the following amounts for such fiscal period:
(1) all amounts payable by the City pursuant to the Financing Agreement; (2) all Parcel Tax Revenues pledged to the Authority and the Trustee by the City pursuant to the Financing Agreement, including the pledge of and security interest in such Parcel Tax Revenues granted to the Authority and the Trustee; and (3) all investment earnings on amounts held by the Trustee in the funds and accounts hereunder other than amounts deposited to the Rebate Fund. 65582.00001\43188674.6
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“S&P” means S&P Global Ratings, a Standard & Poor’s Financial Services LLC business, its successors and assigns.
“Securities Depositories” mean The Depository Trust Company, 55 Water Street, 50th Floor, New York, New York 10041-0099, Attention: Call Notification Department, Fax (212) 855- 7232; and, in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and/or such other securities depositories as the District may designate in writing to the Trustee.
“Surplus Account” means the account by that name established and held by the Trustee pursuant to Section 5.06.
“Tax Code” means the Internal Revenue Code of 1986 as in effect on the Closing Date or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the Closing Date, together with applicable proposed, temporary and final regulations promulgated, and applicable official guidance published, under the Tax Code. “Trustee” means U.S. Bank Trust Company, National Association or any successor thereto acting as Trustee pursuant hereto.
“Written Certificate” and “Written Request” of the Authority means a written certificate or written request signed in the name of the Authority by its Authorized Representative. Any such certificate or request may, but need not, be combined in a single instrument with any other instrument, opinion or representation, and the two or more so combined shall be read and construed as a single instrument.

SECTION 1.02 Interpretation.
(a) Unless the context otherwise indicates, words expressed in the singular shall include the plural and vice versa and the use of the neuter, masculine, or feminine gender is for convenience only and shall be deemed to include the neuter, masculine or feminine gender, as appropriate.
(b) Headings of articles and sections herein and the table of contents hereof are solely for convenience of reference, do not constitute a part hereof and shall not affect the meaning, construction or effect hereof.
(c) All references herein to “Articles,” “Sections” and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Indenture; the words “herein,” “hereof,” “hereby,” “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or subdivision hereof.

SECTION 1.03 Indenture Constitutes Contract. In consideration of the purchase and acceptance of any and all of the Bonds issued hereunder by those who shall hold the same from time to time, this Indenture shall be deemed to be and shall constitute a contract among the Authority, the Trustee and the Owners of the Bonds. The pledge made in this Indenture and the provisions, covenants and agreements herein set forth to be performed by or on behalf of the Authority shall be for the equal benefit, protection and security of the Owners of any and all of the 65582.00001\43188674.6
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Bonds. All of the Bonds, without regard to the time or times of their issuance or maturity, shall be of equal rank without preference, priority or distinction of any of the Bonds over any other thereof, except as expressly provided in or permitted by this Indenture.

ARTICLE 2

THE BONDS
SECTION 2.01 Authorization of Bonds. The Authority hereby authorizes the issuance of the Bonds hereunder and under the Bond Law, which shall constitute special obligations of the Authority payable solely from the Revenues and other amounts pledged hereunder, for the purpose of providing funds for the Acquisition of the Project. The Bonds shall be designated the “Santa Fe Springs Public Financing Authority 2025 Special Parcel Tax Revenue Bonds (Santa Fe Springs Road Improvements)” and shall be issued in the aggregate principal amount of [____] Dollars ($[PAR AMOUNT]).

SECTION 2.02 Terms of the Bonds.
(a) The Bonds shall be issued in fully registered form without coupons in denominations of $5,000 or any integral multiple thereof, so long as no Bond shall have more than one maturity date. The Bonds shall be dated as of the Closing Date, shall mature on June 1 in each of the years and in the amounts, and shall bear interest (calculated on the basis of a 360-day year comprised of twelve 30-day months) at the rates, as follows:

Maturity Date
(June 1)
Principal
Amount
Interest
Rate
$ %
(b) Interest on the Bonds shall be payable from the Interest Payment Date next preceding the date of authentication thereof unless (i) a Bond is authenticated on or before an Interest Payment Date and after the close of business on the preceding Record Date, in which event it shall bear interest from such Interest Payment Date, (ii) a Bond is authenticated on or before the first Record Date, in which event interest thereon shall be payable from the Closing Date, or (iii) interest on any Bond is in default as of the date of authentication thereof, in which event interest thereon shall be payable from the date to which interest has been paid in full. Interest shall be paid in lawful money of the United States of America on each Interest Payment Date to the persons in whose names the ownership of the Bonds is registered on the Registration Books at the close of business on the immediately preceding Record Date, except as provided below. Interest on any Bond which is not punctually paid or duly provided for on any Interest Payment Date shall be payable to the person in whose name the ownership of such Bond is registered on the Registration Books at the close of business on a special Record Date to be established by the Trustee for the payment of such defaulted interest, notice of which shall be given to such Owner not less than ten (10) days prior to such special Record Date. Interest shall be paid by check of the Trustee mailed by first class mail, postage prepaid, on each Interest Payment Date to the Bond Owners at their 65582.00001\43188674.6
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respective addresses shown on the Registration Books as of the close of business on the preceding Record Date; or upon the written request filed with the Trustee prior to the Record Date preceding an Interest Payment Date by an Owner of $1,000,000 or more in aggregate principal amount of outstanding Bonds, interest thereon shall be paid on such Interest Payment Date by wire transfer in immediately available funds to the account designated by such Owner in such written request. (c) The principal of the Bonds shall be payable in lawful money of the United States of America upon presentation and surrender thereof at the Office of the Trustee. Payment of principal on any Bond shall be made only upon presentation and surrender of such Bond at the Office of the Trustee.
(d) The Bonds shall be subject to redemption as provided in Article IV.

SECTION 2.03 Transfer and Exchange of Bonds.
(a) Transfer of Bonds. Any Bond may, in accordance with its terms, be transferred upon the Registration Books by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a written instrument of transfer, duly executed in a form acceptable to the Trustee. Whenever any Bond or Bonds shall be surrendered for transfer, the Authority shall execute and the Trustee shall authenticate and shall deliver a new Bond or Bonds for a like aggregate principal amount of the same series, in any authorized denomination. The Trustee shall require the Bond Owner requesting such transfer to pay any tax or other governmental charge required to be paid with respect to such transfer.
(b) Exchange of Bonds. The Bonds may be exchanged at the Office of the Trustee for a like aggregate principal amount of Bonds of the same series and maturity, of other authorized denominations. The Authority may charge a reasonable sum for each new Bond issued upon any exchange (except in the case of any exchange of temporary Bonds for definitive Bonds and except in the case of the first exchange of any definitive Bond in the form in which it is originally issued) and the Trustee shall require the payment by the Bond Owner requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange.

SECTION 2.04 Book-Entry System.
(a) Original Delivery. The Bonds shall be initially delivered in the form of a separate single fully registered Bond (which may be typewritten) for each maturity. Upon initial delivery, the ownership of each such Bond shall be registered on the Bond Register kept by the Trustee in the name of the Nominee. Except as provided in subsection (c), the ownership of all of the Outstanding Bonds shall be registered in the name of the Nominee.

With respect to Bonds the ownership of which shall be registered in the name of the Nominee, the Authority and the Trustee shall have no responsibility or obligation to any Depository System Participant or to any person on behalf of which the Authority holds an interest in the Bonds. Without limiting the generality of the immediately preceding sentence, the Authority and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, the Nominee or any Depository System Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Depository System Participant or any other 65582.00001\43188674.6
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person, other than a Bond Owner as shown in the Bond Register, or any notice with respect to the Bonds, including any notice of redemption, (iii) the selection by the Depository of the beneficial interests in the Bonds to be redeemed in the event the Authority elects to redeem the Bond in part, (iv) the payment to any Depository System Participant or any other person, other than a Bond Owner as shown in the Bond Register, of any amount with respect to principal, premium, if any, or interest on the Bonds, or (v) any consent given or other action taken by the Depository as Owner of the Bonds. The Authority and the Trustee may treat and consider the person in whose name each Bond is registered as the absolute owner of such Bonds for the purpose of payment of principal of, premium, if any, and interest on such Bonds for the purpose of giving notices of redemption and other matters with respect to such Bonds, for the purpose of registering transfers of ownership of such Bonds, and for all other purposes whatsoever. The Trustee shall pay the principal of and the interest and premium, if any, on the Bonds only to the respective Owners or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge all obligations with respect to payment of principal of and interest and premium, if any, on the Bonds to the extent of the sum or sums so paid. No person other than an Owner shall receive a Bond evidencing the obligation of the Authority to make payments of principal, interest and premium, if any, pursuant to this Indenture. Upon delivery by the Depository to the Nominee of written notice to the effect that the Depository has determined to substitute a new Nominee in its place, and subject to the provisions herein with respect to Record Dates, such new nominee shall become the Nominee hereunder for all purposes; and upon receipt of such a notice of the Authority shall promptly, but in no event later than two (2) Business Days after receipt thereof, deliver a copy of the same to the Trustee. (b) Representation Letter. In order to qualify the Bonds for the Depository’s bookentry system, to the extent it has not already done so the Authority shall execute and deliver to such Depository a letter (the “Letter of Representations”) representing such matters as shall be necessary to so qualify the Bonds. The execution and delivery of such letter shall not in any way limit the provisions of subsection (a) above or in any other way impose upon the Authority or the Trustee any obligation whatsoever with respect to persons having interests in the Bonds other than the Bond Owners. In addition to the execution and delivery of such letter, the Authority may take any other actions, not inconsistent with this Indenture, to qualify the Bonds for the Depository’s book-entry program.
(c) Transfers Outside Book-Entry System. In the event that either (i) the Depository determines not to continue to act as Depository for the Bonds, or (ii) the Authority determines to terminate the Depository as such, then the Authority shall thereupon discontinue the book-entry system with such Depository. In such event, the Depository shall cooperate with the Authority and the Trustee in the issuance of replacement Bonds by providing the Trustee with a list showing the interests of the Depository System Participants in the Bonds, and by surrendering the Bonds, registered in the name of the Nominee, to the Trustee on or before the date such replacement Bonds are to be issued. The Depository, by accepting delivery of the Bonds, agrees in the Letter of Representations to be bound by the provisions of this subsection (c). If, prior to the termination of the Depository acting as such, the Authority fails to identify another qualified securities depository to replace the Depository, then the Bonds shall no longer be required to be registered in the Bond Register in the name of the Nominee, but shall be registered in whatever name or names the Owners transferring or exchanging Bonds shall designate, in accordance with the provisions of this Section 2.04 hereof.
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In the event the Authority determines that it is in the best interests of the beneficial owners of the Bonds that they be able to obtain Bonds, the Authority may notify the Depository System Participants of the availability of such Bond through the Depository. In such event, the Trustee will, at the expense of the Authority, authenticate, transfer and exchange Bonds as required by the Depository and others in appropriate amounts; and whenever the Depository so requests, the Authority shall cooperate with the Depository in taking appropriate action (i) to make available one or more separate Bonds evidencing the Bonds to any Depository System Participant having Bonds credited to its account with the Depository, or (ii) to arrange for another qualified securities depository to maintain custody of a single Bond evidencing such Bonds, all at the Authority’s expense.
(d) Payments to the Nominee. Notwithstanding any other provision of the Indenture to the contrary, so long as any Bond is registered in the name of the Nominee, all payments with respect to principal of and interest and premium, if any, on such Bonds and all notices with respect to such Bonds shall be made and given, respectively, as provided in the Letter of Representations or as otherwise instructed in writing by the Depository.

SECTION 2.05 Form and Execution of Bonds. The Bonds shall be in substantially the form set forth in Exhibit A hereto. The Bonds shall be executed in the name and on behalf of the Authority with the manual or facsimile signature of its Chair or Executive Director (or any duly authorized officer of the Authority) attested by the manual or facsimile signature of its Secretary. The Authority may, but is not required to, affix a seal thereon, which seal may be in the form of a facsimile of the Authority’s seal and may be reproduced, imprinted or impressed on the Bonds. The Bonds shall then be delivered to the Trustee for authentication by it. In case any of the officers who shall have signed or attested any of the Bonds shall cease to be such officer or officers of the Authority before the Bonds so signed or attested shall have been authenticated or delivered by the Trustee, or issued by the Authority, such Bonds may nevertheless be authenticated, delivered and issued and, upon such authentication, delivery and issue, shall be as binding upon the Authority as though those who signed and attested the same had continued to be such officers of the Authority. Alternatively, any Bonds may be signed and attested on behalf of the Authority by a person or persons as an officer or officers of the Authority at the actual date of execution of such Bonds and such signature shall constitute the proper execution of such Bonds by officers of the Authority although at the nominal date of such Bonds any such person shall not have been such officer of the Authority.

SECTION 2.06 Authentication of Bonds. Only such of the Bonds as shall bear thereon a certificate of authentication substantially in the form set forth in Exhibit A hereto, manually executed by the Trustee, shall be valid or obligatory for any purpose or entitled to the benefits of this Indenture, and such certificate of or on behalf of the Trustee shall be conclusive evidence that the Bonds so authenticated have been duly executed, authenticated and delivered hereunder and are entitled to the benefits of this Indenture.

SECTION 2.07 Temporary Bonds. The Bonds may be issued in temporary form exchangeable for definitive Bonds when ready for delivery. Any temporary Bonds may be printed, lithographed or typewritten, shall be of such authorized denominations as may be determined by the Authority, shall be in fully registered form without coupons and may contain such reference to any of the provisions of this Indenture as may be appropriate. Every temporary Bond shall be 65582.00001\43188674.6
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executed by the Authority and authenticated by the Trustee upon the same conditions and in substantially the same manner as the definitive Bonds. If the Authority issues temporary Bonds it will execute and deliver definitive Bonds as promptly thereafter as practicable, and thereupon the temporary Bonds may be surrendered, for cancellation, at the Office of the Trustee and the Trustee shall authenticate and deliver in exchange for such temporary Bonds an equal aggregate principal amount of definitive Bonds of authorized denominations. Until so exchanged, the temporary Bonds shall be entitled to the same benefits under this Indenture as definitive Bonds authenticated and delivered hereunder.

SECTION 2.08 Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond shall become mutilated, the Authority, at the expense of the Owner of said Bond, shall execute, and the Trustee shall thereupon authenticate and deliver, a new Bond of like tenor and series in exchange and substitution for the Bond so mutilated, but only upon surrender to the Trustee of the Bond so mutilated. Every mutilated Bond so surrendered to the Trustee shall be canceled by it and delivered to, or upon the order of, the Authority. If any Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Trustee and, if such evidence and indemnity satisfactory to the Trustee shall be given, the Authority, at the expense of the Owner, shall execute, and the Trustee shall thereupon authenticate and deliver, a new Bond of like tenor in lieu of and in replacement for the Bond so lost, destroyed or stolen (or if any such Bond shall have matured or shall be about to mature, instead of issuing a replacement Bond, the Trustee may pay the same without surrender thereof). The Authority may require payment by the Owner of a sum not exceeding the actual cost of preparing each replacement Bond issued under this Section and of the expenses which may be incurred by the Authority and the Trustee. Any Bond issued under the provisions of this Section in lieu of any Bond alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the Authority whether or not the Bond so alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and shall be entitled to the benefits of this Indenture with all other Bonds secured by this Indenture.

SECTION 2.09 Registration Books. The Trustee will keep or cause to be kept, at the Office of the Trustee, sufficient records for the registration and transfer of ownership of the Bonds, which shall be open to inspection during regular business hours and upon reasonable notice by the Authority; and, upon presentation for such purpose, the Trustee shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on such records, the ownership of the Bonds as hereinbefore provided.

SECTION 2.10 Additional Contracts and Parity Bonds. In addition to the Bonds, the Authority may issue Parity Bonds payable from all or a portion of Revenues as and to the extent provided in this Indenture and secured by the pledge of such Revenues made under this Indenture equally and ratably with the Bonds. The Authority may issue, and the Trustee shall authenticate and deliver to the purchasers thereof, Parity Bonds in such principal amount as shall be determined by the Authority, subject to the following specific conditions, which are hereby made conditions precedent to the issuance of any such Parity Bonds:
(a) The Financing Agreement shall be amended or supplemented as permitted therein in order to provide funds for the payment of the principal of, redemption premium, if any and interest on the Parity Bonds, as well as any costs of the Authority relating to the Parity Bonds; 65582.00001\43188674.6
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(b) No Event of Default shall have occurred and then be continuing; (c) Revenues, calculated pursuant to generally accepted accounting principles, as shown by the audited financial statements of the Authority for the most recent Fiscal Year, shall have amounted to at least 1.10 times the maximum annual debt service on the Outstanding Bonds and on all other Outstanding Parity Bonds coming due and payable in the most recent Fiscal Year; (d) Interest on such Parity Bonds shall be payable on June 1 and December 1 in each year of the term of such Parity Bonds, and the principal of such Parity Bonds shall be payable on June 1 in any year, as determined by the Authority, in which principal is payable; (e) An opinion of Bond Counsel delivered to the Trustee that the delivery of the Parity Bonds has been duly authorized by the Authority in accordance with this Indenture; that the Parity Bonds will be legally valid and binding limited obligations of the Authority; and that the issuance of such Parity Bonds will not in and of itself impair the exclusion for federal income tax purposes of interest on any Outstanding Bonds; and
(f) The Authority shall deliver to the Trustee a Written Certificate of the Authority certifying that the conditions precedent to the issuance of such Parity Bonds set forth herein have been satisfied.

Notwithstanding anything in this Indenture to the contrary, the Authority may issue obligations payable from Revenues on a subordinate basis to payment of Debt Service on the Bonds, provided the Authority complies with paragraphs (a), (b), (d), (e) and (f) above.

ARTICLE 3
ISSUANCE OF BONDS; APPLICATION OF PROCEEDS
SECTION 3.01 Issuance of the Bonds. Concurrent with the execution and delivery of this Indenture, the Authority shall execute and the Trustee shall authenticate and deliver the Bonds to the Original Purchaser thereof in the aggregate principal amount set forth in Section 2.01 hereof.

SECTION 3.02 Application of Proceeds of the Bonds. On the Closing Date the Trustee shall receive the amount of $[___] (calculated as the principal amount of the Bonds, [plus] [net] original issue [premium] of $[__], less the amount wired to the Reserve Insurer of $[__], and less the underwriter discount of $[__]). On the Closing Date the Trustee shall deposit $[__] of the proceeds of the Bonds in the Project Fund. The remaining proceeds received from the sale of the Bonds shall be deposited by the Trustee in the Delivery Costs Fund, which fund is hereby established and shall be held hereunder.

SECTION 3.03 Validity of Bonds. The validity of the authorization and issuance of the Bonds is not dependent on and shall not be affected in any way by any proceedings taken by the Authority or the Trustee with respect to or in connection with the Acquisition of the Project.

The recital contained in the Bonds that the same are issued pursuant to the constitution and laws of the State of California shall be conclusive evidence of their validity and of compliance with the provisions of law in their issuance.
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ARTICLE 4

REDEMPTION OF BONDS
SECTION 4.01 Redemption.
(a) Optional Redemption. The Bonds maturing on or before June 1, 20[__], are not subject to optional redemption prior to their respective stated maturities. The Bonds maturing on June 1, 20[__], are subject to optional redemption on any date on or after June 1, 20[__], in whole or in part, at a redemption price equal to the principal amount thereof to be redeemed together with accrued interest to the redemption date, without a premium. (b) Purchase in Lieu of Redemption. In lieu, or partially in lieu, of such call and redemption, moneys of the Authority may be used to purchase Outstanding Bonds in the manner hereinafter provided. Purchases of Outstanding Bonds may be made by the Authority prior to the selection of Bonds for redemption by the Trustee, at public or private sale as and when and at such prices as the Authority may in its discretion determine but only at prices (including brokerage or other expenses) of not more than par plus applicable accrued interest and redemption premiums, and any accrued interest payable upon the purchase of Bonds may be paid from the amount in the Revenue Fund for payment of interest on the following Interest Payment Date. (c) Mandatory Sinking Fund Redemption. The Term Bonds maturing on June 1 in the years [___] are subject to mandatory sinking fund redemption on June 1 in each year as shown in the following tables, by lot, at a redemption price equal to the principal amount thereof, together with accrued interest to the date of redemption, without premium, as follows:

Sinking Fund Redemption Date
(June 1)
Principal Amount to be
Redeemed
$
†

†
Maturity.

SECTION 4.02 Notice of Redemption. When redemption is authorized or required pursuant to this Article, the Trustee shall give notice (the “Redemption Notice”), at the expense of the Authority, of the redemption of the Bonds. Such Redemption Notice shall specify (a) the Bonds or designated portions thereof (in the case of redemption of the Bonds in part but not in whole) which are to be redeemed; (b) the date of redemption; (c) the place or places where the redemption will be made, including the name and address of any paying agent; (d) the redemption price; (e) the CUSIP numbers (if any) assigned to the Bonds to be redeemed; (f) if less than all the Bonds of a maturity are to be redeemed, the certificate numbers of the Bonds to be redeemed and, in the case of any Bond to be redeemed in part only, the amount of such Bond to be redeemed; and (g) the original issue date, interest rate and stated maturity date of each Bond to be redeemed in whole or in part. Such Redemption Notice shall further state that on the specified date there shall become due and payable upon each Bond or portion thereof being redeemed the redemption price, together with interest accrued to the redemption date, and that from and after such date interest 65582.00001\43188674.6
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with respect thereto shall cease to accrue and be payable. Such notice in respect of optional redemption shall not be provided unless there has been deposited with the Trustee funds sufficient to pay such redemption price (except in the case of redemption resulting from the issuance of refunding obligations).

Subject to the provisions stated above, the Trustee shall take the following actions with respect to such Redemption Notice:
(a) At least thirty (30), but not more than sixty (60), days prior to the redemption date, the Trustee shall cause Redemption Notices to be given to the respective Owners of Bonds designated for redemption by first class mail, at their addresses appearing on the Bond Register maintained by the Trustee (or with respect to Bonds held by the Securities Depository, either via electronic means or by an express delivery service for delivery on the next following Business Day or by such other means as otherwise permitted or required by the Securities Depository’s procedures).
(b) At least thirty (30) days prior to the redemption date, such Redemption Notice shall be given to each of the Securities Depositories.
(c) At least thirty (30) days prior to the redemption date, such Redemption Notice shall be given to the Information Services selected by the Authority.

Neither failure to receive any Redemption Notice nor any defect in such Redemption Notice so given shall affect the sufficiency of the proceedings for the redemption of such Bonds.

Each check or other payment method used by the Trustee for the purpose of redeeming Bonds shall bear the CUSIP number identifying, by issue and maturity, the Bonds being redeemed with the proceeds of such check or other transfer.

The Authority shall have the right to rescind any optional redemption by written notice to the Trustee on or prior to the date fixed for redemption. Any such notice of optional redemption shall be canceled and annulled if for any reason funds will not be or are not available on the date fixed for prepayment for the payment in full of the Bonds then called for redemption, and such cancellation shall not constitute an Event of Default under this Indenture. The Authority and the Trustee shall have no liability to the Owners or any other party related to or arising from such rescission of redemption. The Trustee shall mail notice of such rescission of redemption in the same manner as the original notice of redemption was sent.

SECTION 4.03 Selection of Bonds for Redemption. Whenever provision is made in this Indenture for the redemption of less than all of the Bonds of the same maturity, the Trustee shall select the Bonds of such maturity to be redeemed from all Bonds of such maturity not previously called for redemption, by lot in any manner which the Trustee in its sole discretion shall deem appropriate. For purposes of such selection, all Bonds shall be deemed to be comprised of separate $5,000 denominations and such separate denominations shall be treated as separate Bonds which may be separately redeemed.

SECTION 4.04 Partial Redemption of Bonds. Upon surrender of any Bonds redeemed in part only, the Authority shall execute and the Trustee shall authenticate and deliver to the Owner thereof, at the expense of the Authority, a new Bond or Bonds of authorized 65582.00001\43188674.6
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denominations equal in aggregate principal amount representing the unredeemed portion of the Bonds surrendered.

SECTION 4.05 Effect of Notice of Redemption. Notice having been mailed as aforesaid, and moneys for the redemption (including the interest to the applicable date fixed for redemption and including any applicable premium), having been set aside in the Redemption Account or any of the accounts therein, the Bonds shall become due and payable on said date, and, upon presentation and surrender thereof at the Office of the Trustee, said Bonds shall be paid at the Redemption Price thereof, together with interest accrued and unpaid to said date.

If, on said date fixed for redemption, moneys for the redemption of all the Bonds to be redeemed, together with interest to said date, shall be held by the Trustee so as to be available therefor on such date, and, if notice of redemption thereof shall have been mailed as aforesaid and not canceled, then, from and after said date, interest on said Bonds shall cease to accrue and become payable. All moneys held by or on behalf of the Trustee for the redemption of Bonds shall be held in trust for the account of the Owners of the Bonds so to be redeemed.

All Bonds paid at maturity or redeemed prior to maturity pursuant to the provisions of this Article IV shall be canceled upon surrender thereof and delivered to the Authority.

ARTICLE 5
SECURITY OF BONDS; FLOW OF FUNDS; INVESTMENTS
SECTION 5.01 Pledge and Assignment; Revenue Fund.
(a) Subject only to the provisions of this Indenture permitting the application thereof for the purposes and on the terms and conditions set forth herein, all of the Revenues received by the Authority and any other amounts held in the Revenue Fund, including the Interest Account, Sinking Account, and Principal Account established therein, are hereby pledged by the Authority to secure the payment of the principal of and interest on the Bonds in accordance with their terms and the provisions of this Indenture. Said pledge shall constitute a first lien on and security interest in such assets and shall attach, be perfected, and be valid and binding from and after delivery of the Bonds by the Trustee, upon the physical delivery thereof. (b) The Authority hereby transfers in trust and assigns to the Trustee, for the benefit of the Owners from time to time of the Bonds, all of the Revenues. The Trustee shall be entitled to and shall collect and receive all of the Revenues, and any Revenues collected or received by the Authority shall be deemed to be held, and to have been collected or received, by the Authority and shall forthwith be paid by the Authority to the Trustee. The Trustee also shall be entitled to and may take all steps, actions and proceedings reasonably necessary in its judgment to enforce, either jointly with the Authority or separately, all of the rights of the Authority with respect to the Financing Agreement, including, without limitation, the obligation of the City to pay the Parcel Tax Payments, and to perform all other covenants under the Financing Agreement. (c) All Revenues shall be promptly deposited by the Trustee upon receipt thereof in the Revenue Fund which the Trustee shall establish. The Trustee shall establish, maintain and hold in trust a Revenue Fund for the Bonds. All Revenues deposited with the Trustee shall be held, disbursed, allocated and applied by the Trustee only as provided in this Indenture. Such amount 65582.00001\43188674.6
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shall be net of any surplus amounts on deposit in the Revenue Fund which are to be applied to payment of principal of and interest on the Bonds as provided in Section 5.02 hereof. (d) To the extent the Trustee has not received a Parcel Tax Payment from the City on the applicable Parcel Tax Payment Date, the Trustee shall notify the Authority in writing of the amount of such deficiency. Upon receipt from the Authority of such deficiency, the Trustee shall deposit such amounts in the Revenue Fund.

SECTION 5.02 Application of Revenue Fund. The Trustee shall establish and transfer from the Revenue Fund and deposit into the following respective accounts (each of which the Trustee shall establish and maintain in trust separate and distinct from the other funds and accounts established hereunder), the following amounts at the following times in the following order of priority, the requirements of each such account (including the making up of any deficiencies in any such account resulting from lack of Revenues sufficient to make any earlier required deposit) at the time of deposit to be satisfied before any transfer is made to any account subsequent in priority:
(a) On each Parcel Tax Payment Date or redemption date, commencing with [November 15, 2025], the Trustee shall deposit in the Interest Account an amount which, together with the amounts then on deposit therein, is required to cause the aggregate amount on deposit in the Interest Account to equal the amount then coming due on the next Interest Payment Date. The Trustee shall also deposit in the Interest Account any other moneys received by it from the Authority and designated in writing by the Authority for deposit in the Interest Account.
(b) On or about May 15 of each year, commencing with [May 15, 2026], the Trustee shall deposit in the Principal Account an amount which, together with the amounts then on deposit therein, is required to cause the aggregate amount on deposit in the Principal Account to equal the aggregate amount of principal then-coming due and payable on the Bonds.
(c) The Trustee shall establish and thereafter deposit in the Sinking Account an amount equal to the aggregate principal amount of the Term Bonds required to be redeemed on such date, if any.
(d) Following the foregoing transfers on each Parcel Tax Payment Date, the Trustee shall deposit in the Surplus Account all remaining amounts.

SECTION 5.03 Application of Interest Account. Subject to the provisions of this Indenture, all amounts in the Interest Account shall be used and withdrawn by the Trustee solely for the purpose of paying interest on the Bonds as it shall become due and payable. Any amounts on deposit in the Interest Account on any Interest Payment Date and not required to pay interest then due and payable on the Bonds shall be retained in the Interest Account and credited towards the payment of interest on the Bonds next coming due.

SECTION 5.04 Application of Principal Account. Subject to the provisions of this Indenture, all amounts in the Principal Account shall be used and withdrawn by the Trustee solely to pay the principal of the Bonds upon the stated maturity thereof. 65582.00001\43188674.6
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SECTION 5.05 Application of Redemption Account. The Trustee shall establish and maintain in trust separate and distinct from the other funds and accounts established hereunder, the Redemption Account. The Trustee, on the optional redemption date specified in a Written Certificate of the Authority filed with the Trustee at the time that any moneys to accomplish any such optional redemption are paid to the Trustee, shall deposit in the Redemption Account the amount of such payment. Subject to the provisions of this Indenture, all amounts deposited in the Redemption Account shall be used and withdrawn by the Trustee solely for the purpose of redeeming Bonds pursuant to Section 4.01(a) and 4.01(b).

SECTION 5.06 Application of Sinking Account. The Trustee shall establish and maintain in trust separate and distinct from the other funds and accounts established hereunder, the Sinking Account. All moneys on deposit in the Sinking Account shall be used and withdrawn by the Trustee for the sole purpose of redeeming or purchasing (in lieu of redemption) Term Bonds.

SECTION 5.07 Application of Surplus Account. The Trustee shall establish and maintain in trust separate and distinct from the other funds and accounts established hereunder, the Surplus Account. Promptly upon the deposit of amounts into the Surplus Account, the Trustee shall apply such amounts for the following purposes in the following order of priority:
(a) to pay or reimburse the payment of the reasonable costs and expenses incurred by the Authority to administer the Bonds, including reasonable fees and expenses of the Trustee; and
(b) all remaining amounts shall be promptly transferred to the Authority, free and clear of the lien of this Indenture, for any legal use thereof.

SECTION 5.08 Use of Money in the Delivery Costs Fund. The Trustee shall disburse funds from the Delivery Costs Fund only upon receipt of a signed certificate or requisition (stating the amount to be disbursed and the party or parties being paid) approved by the authorized officer of the Authority and accompanied by an invoice or statement for each such amount. After the Closing Date, the Authority may transfer moneys to the Trustee for deposit in the Delivery Costs Fund and such moneys shall be disbursed in accordance with this Section. Upon payment of all Delivery Costs, which shall be determined by a certificate of an Authorized Representative of the Authority delivered to the Trustee, or upon the date occurring three (3) months after the Closing Date, whichever occurs first, the Trustee shall transfer all funds remaining in the Delivery Costs Fund to the Project Fund, and the Delivery Costs Fund shall thereupon be closed.

SECTION 5.09 [Reserved].

SECTION 5.10 Establishment and Maintenance of Project Fund. The Trustee hereby agrees to establish and maintain a fund entitled the “2025 Santa Fe Springs Parcel Tax Revenue Bond Project Fund” (the “Project Fund”) until the completion of the Acquisition of the Project. All money in the Project Fund shall be held by the Trustee in trust and shall be applied by the Trustee for the payment of Acquisition Costs and the expenses incidental thereto.

Except for the foregoing specified transfers, before any payment is made from the Project Fund by the Trustee, the Authority shall file with the Trustee a signed requisition (stating the amount to be disbursed and the party or parties being paid) approved by an Authorized 65582.00001\43188674.6
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Representative of the Authority substantially in the form of Exhibit B. Upon receipt of each such requisition, the Trustee shall pay the amount set forth therein as directed by the terms thereof from moneys on deposit in the Project Fund.

When the Acquisition of the Project has been completed to the satisfaction of the Authority or when the Authority determines that a portion of the Project will not be Acquired, the Authority shall deliver a Certificate of Completion to the Trustee stating the fact and date of the completion of such improvements, and stating that all the Acquisition Costs and the expenses incidental thereto have been determined and paid (or that such claims and expenses have been paid less specified claims which are subject to dispute and for which a retention in the Project Fund is to be maintained in the full amount of such claims until such dispute is resolved). Upon receipt of such Certificate of Completion, the Trustee shall transfer (but less the amount of such retention) all remaining moneys in the Project Fund to the Revenue Fund, to be credited to the payment of the Debt Service as provided herein. In the event the Project Fund has not been depleted by the date which is three years after the Closing Date, the Authority shall give written instructions to the Trustee as to the investment of any moneys remaining therein fifteen (15) days prior to such date and shall provide an opinion of nationally recognized bond counsel to the effect that such investment shall not adversely affect the tax-exempt status of the Bonds.

SECTION 5.11 Investment of Moneys. Except as otherwise provided herein and except with respect to the investment of moneys initially deposited in the Project Fund on the Closing Date, all moneys in any of the funds or accounts established pursuant to this Indenture shall be invested by the Trustee solely in Defeasance Obligations or Permitted Investments, as directed in writing by the Authority two (2) Business Days prior to the making of such investment.

Permitted Investments may be purchased at such prices as the Authority shall determine. All Permitted Investments shall be acquired subject to any limitations or requirements as may be established by the Written Request of the Authority filed with the Trustee. Amounts on deposit in any fund or account created pursuant to this Indenture shall be invested in Permitted Investments which will, as nearly as practicable, mature on or before the dates when such money is anticipated to be needed for disbursement hereunder, in accordance with such written directions as the Authority may from time to time provide to the Trustee. Absent timely written direction from the Authority, the Trustee shall invest any funds held by it in Permitted Investments described in clause (4) of the definition thereof; provided, however, that any such investment shall be made by the Trustee only if, prior to the date on which such investment is to be made, the Trustee shall have received a written direction of the Authority specifying a specific money market fund and, if no such written direction of the Authority is so received, the Trustee shall hold such moneys uninvested.

All interest, profits, and other income received from the investment of moneys in any fund or account established pursuant to this Indenture shall be deposited in the Revenue Fund.

Permitted Investments acquired as an investment of moneys in any fund established under this Indenture shall be credited to such fund.

The Trustee may act as principal or agent in the making or disposing of any investment.

Upon the Written Request of the Authority, the Trustee shall sell or present for redemption any Permitted Investments so purchased whenever it shall be necessary to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the fund to which such Permitted 65582.00001\43188674.6
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Investments is credited, and the Trustee shall not be liable or responsible for any loss resulting from any investment made or sold pursuant to this Section. For purposes of investment, the Trustee may commingle moneys in any of the funds and accounts established hereunder.

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

SECTION 5.12 Valuation and Disposition of Investments. In computing the amount in any fund or account, (i) Permitted Investments shall be valued at market value, exclusive of accrued interest; and (ii) valuation shall occur not less often than immediately prior to each Interest Payment Date. In making such valuations, the Trustee may utilize, and conclusively rely upon such valuation services as may be available to the Trustee, including those within its regular accounting system.

ARTICLE 6

COVENANTS
SECTION 6.01 Punctual Payment. The Authority shall punctually pay or cause to be paid the principal, premium, if any, and interest to become due in respect of all the Bonds, in strict conformity with the terms of the Bonds and of this Indenture, according to the true intent and meaning thereof, but only out of Revenues and other assets pledged for such payment as provided in this Indenture and received by the Authority or the Trustee.

SECTION 6.02 Extension of Payment of Bonds. The Authority shall not directly or indirectly extend or assent to the extension of the maturity of any of the Bonds or the time of payment of any claims for interest by the purchase of such Bonds or by any other arrangement, and in case the maturity of any of the Bonds or the time of payment of any such claims for interest shall be extended, such Bonds or claims for interest shall not be entitled, in case of any default hereunder, to the benefits of this Indenture, except subject to the prior payment in full of the principal of all of the Bonds then Outstanding and of all claims for interest thereon which shall not have been so extended. Nothing in this Section shall be deemed to limit the right of the Authority to issue Bonds for the purpose of refunding any Outstanding Bonds, and such issuance shall not be deemed to constitute an extension of maturity of the Bonds.

SECTION 6.03 Against Encumbrances. The Authority shall not create, or permit the creation of, any pledge, lien, charge or other encumbrance upon the Revenues and other assets pledged or assigned under this Indenture which is senior to the pledge and assignment created by this Indenture for the Bonds, while any of the Bonds are Outstanding. Subject to this limitation, the Authority expressly reserves the right to enter into one or more other indentures for any of its corporate purposes, including other programs under the Bond Law, and reserves the right to issue other obligations for such purposes.
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SECTION 6.04 Power to Issue Bonds and Make Pledge and Assignment. The Authority is duly authorized pursuant to the Bond Law to issue the Bonds and to enter into this Indenture and to pledge and assign the Revenues and other assets purported to be pledged and assigned, respectively, under this Indenture in the manner and to the extent provided in this Indenture. The Bonds and the provisions of this Indenture are and will be the legal, valid and binding special obligations of the Authority in accordance with their terms, and the Authority and the Trustee (subject to the provisions of Article VIII) shall at all times, to the extent permitted by law, defend, preserve and protect said pledge and assignment of Revenues and other assets and all the rights of the Bond Owners under this Indenture against all claims and demands of all persons whomsoever.

SECTION 6.05 Accounting Records and Financial Statements. The Trustee shall at all times keep, or cause to be kept, proper books of record and account, prepared in accordance with corporate trust industry standards, in which complete and accurate entries shall be made of all transactions of the Trustee relating to the proceeds of the Bonds, the Revenues and all funds and accounts established pursuant to this Indenture. Such books of record and account shall be available for inspection by the Authority, during regular business hours and upon reasonable notice and under reasonable circumstances as agreed to by the Trustee.

The Trustee will keep, or cause to be kept, books of records and accounts in which entries shall be made of all transactions of the Trustee relating to the receipts, disbursements and allocation of moneys on deposit in the funds and accounts established hereunder. The Trustee will provide a statement summarizing such transactions to the Authority on a monthly basis.

SECTION 6.06 Waiver of Laws. The Authority shall not at any time insist upon or plead in any manner whatsoever, or claim or take the benefit or advantage of, any stay or extension law now or at any time hereafter in force that may affect the covenants and agreements contained in this Indenture or in the Bonds, and all benefit or advantage of any such law or laws is hereby expressly waived by the Authority to the extent permitted by law.

SECTION 6.07 Covenants With Respect to the Financing Agreement. (a) Amendment of Financing Agreement. The Authority shall not amend or modify the Financing Agreement, except as provided therein.
(b) Collection of Revenues. The Authority covenants and agrees that it has entered into the Financing Agreement with the City which requires the City to make payments to the Trustee from the sources of funding identified in the Financing Agreement in the amounts necessary to make payments of principal and interest on the Bonds and to otherwise satisfy the Authority’s obligations under this Indenture. The Financing Agreement has not and will not be amended, modified, or altered so long as any of the Bonds are Outstanding in any manner which would reduce the amount or timing of receipt of Revenues or otherwise limit, hinder, or adversely affect the security for the Bonds, and the Authority hereby transfers and assigns to the Trustee all of the Authority’s right, title, and interest in the receipt of the payments made by the City pursuant to the Financing Agreement and the right to enforce the obligations of the City under the Financing Agreement. The Authority will receive and hold in trust for (and remit immediately to) the Trustee any Revenues paid to the Authority by the City.
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(c) Compliance with Financing Agreement. The Authority will comply with the provisions of the Financing Agreement, and in the event of a default by the City will diligently pursue, or cause to be pursued, all remedies available to the Authority. (d) Notification of Default. Upon receiving actual knowledge of either (i) the failure by the City to pay its Parcel Tax Payment, or (ii) the occurrence of any other event of default under the Financing Agreement, the Trustee shall promptly notify the Authority of such failure or event of default by telephone, email or other form of telecommunication, promptly confirmed in writing.

Such notice shall identify the nature of the default and the actions which the Trustee has taken and intends to take with respect thereto.

SECTION 6.08 Tax Covenants Relating to Bonds. The Authority shall not take any action or permit to be taken any action within its control which would cause or which, with the passage of time if not cured would cause, the interest on the Bonds to become includable in gross income for federal income tax purposes. Without limiting the generality of the foregoing, the Authority hereby covenants that it will comply with the requirements of the Tax Certificate to be executed in connection with the issuance of the Bonds. The provisions of this Section shall survive payment in full or defeasance of the Bonds. To that end, the Authority hereby make the following specific covenants:
(a) The Authority hereby covenants that it shall not make or permit any use of the proceeds of the Bonds that may cause the Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended. (b) The Authority covenants that the proceeds of the Bonds will not be used as to cause the proceeds on the Bonds to satisfy the private business tests of Section 141(b) of the Code or the private loan financing test of Section 141(c) of the Code. (c) The Authority covenants not to take any action or permit or suffer any action to be taken if the result of the same would be to cause the Bonds to be “federally guaranteed” within the meaning of Section 149(b) of the Code.
(d) The Authority will make no use of the proceeds of the Bonds or any other amounts or property, regardless of the source, or take any action or refrain from taking any action that would cause either the Bonds to be considered “hedge bonds” within the meaning of Section 149(g) of the Code unless the Authority takes all necessary action to assure compliance with the requirements of Section 149(g) of the Code to maintain the exclusion from gross income of interest on the Bonds for federal income tax purposes.
(e) The Authority will take or cause to be taken all necessary action to comply with the informational reporting requirements of Section 149(e) of the Code.

SECTION 6.09 Further Assurances. The Authority will make, execute, and deliver any and all such further indentures, instruments, and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Indenture and for the better assuring and confirming unto the Owners of the Bonds of the rights and benefits provided in this indenture.
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SECTION 6.10 Protection of Security and Rights of Bond Owners. The Authority will preserve and protect the security of the Bonds and the rights of the Bond Owners, and will warrant and defend their rights against all claims and demands of all persons. From and after the sale and delivery of any of the Bonds by the Authority the Bonds shall be incontestable by the Authority.

SECTION 6.11 [Reserved].

SECTION 6.12 Rebate of Excess Investment Earnings to United States. (a) Obligation to Calculate Excess Investment Earnings. The Authority shall calculate or cause to be calculated, and shall provide or cause to be provided written notice to the Trustee of, the excess investment earnings (as defined in the Code, “Excess Investment Earnings”) at such times and in such manner as may be required pursuant to the Code. The Authority shall inform the Trustee how frequently calculations are to be made, and shall ensure that a copy of all such calculations is given promptly to the Trustee.
(b) Rebate to United States. The Authority agrees to deposit with the Trustee, promptly upon the receipt of any calculations made pursuant to the preceding subsection (a), the amount of Excess Investment Earnings so calculated. The Trustee shall deposit all amounts paid to it for such purpose by the Authority in the Rebate Fund, which fund the Trustee hereby agrees to establish when required to deposit any funds therein and maintain so long as any Bonds are Outstanding. The Trustee shall pay to the United States of America from the amounts on deposit in the Rebate Fund such amounts as shall be identified pursuant to written direction filed with the Trustee by the Authority for such purpose from time to time. Payments to the United States of America shall be made to the address prescribed by the Tax Regulations as the same may be from time to time in effect with such reports and statements as may be prescribed by such Tax Regulations. Following payment in full to the United States of America of all amounts due and owing under this subsection (b) and under the Code, the Trustee shall withdraw from the Rebate Fund and transfer to the Authority all amounts remaining on deposit in the Rebate Fund. (c) Investment Transactions. The Authority shall assure that Excess Investment Earnings are not paid or disbursed except as required in this Section. To that end the Authority shall assure that investment transactions are on an arm’s-length basis. In the event that Permitted Investments consist of certificates of deposit or investment contracts, investment in such Permitted Investments shall be made in accordance with the procedures described in the Tax Regulations. (d) Maintenance of Records. The Authority shall keep, and retain for a period of six (6) years following the retirement of the Bonds, records of the determinations made pursuant to this Section.
(e) Engagement of Professional Services. In order to provide for the administration of this Section, the Authority may provide for the employment of independent attorneys, accountants and consultants compensated on such reasonable basis as the Authority may deem appropriate. (f) Modification of this Section. Any of the provisions of this Section may be amended, modified, or deleted in any manner whatsoever in the event that the Authority shall cause to be filed with the Trustee written directions making such amendment, modification or deletion, 65582.00001\43188674.6
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which written directions are accompanied by an opinion of Bond Counsel stating that such amendment, modification, or deletion will not cause interest on the Bonds to be includable in gross income of the Bondowners for federal income tax purposes.

ARTICLE 7

EVENTS OF DEFAULT AND REMEDIES OF BOND OWNERS
SECTION 7.01 Events of Default. The following events shall be Events of Default:
(a) Failure to pay any installment of principal of any Bonds when and as the same shall become due and payable, whether at maturity as therein expressed, by declaration or otherwise. (b) Failure to pay any installment of interest on any Bonds when and as the same shall become due and payable.
(c) Failure by the Authority to observe and perform any of the other material covenants, agreements, or conditions on its part contained in this Indenture, the Financing Agreement or in the Bonds, if such failure shall have continued for a period of sixty (60) days after written notice thereof specifying such failure and requiring the same to be remedied shall have been given to the Authority by the Trustee or the Owners of not less than twenty-five percent (25%) in aggregate principal amount of the Bonds at the time Outstanding; provided, however, if in the reasonable opinion of the Authority the failure stated in the notice can be corrected, but not within such sixty (60) day period, such failure shall not constitute an Event of Default if corrective action is instituted by the Authority within such period and the Authority shall thereafter diligently and in good faith cure such failure in a reasonable period of time. (d) The Authority shall commence a voluntary case under Title 11 of the United States Code or any substitute or successor statute or any similar statute or otherwise declare insolvency.

SECTION 7.02 Notice of Event of Default. Immediately upon becoming aware of the occurrence of an Event of Default, the Trustee shall give notice of such Event of Default to the Authority by telephone confirmed in writing.

SECTION 7.03 Remedies. In each and every such case during the occurrence and continuation of an Event of Default, the Trustee may, or if requested in writing by the Owners of a majority in aggregate principal amount of the Bonds then Outstanding the Trustee shall, upon being indemnified to its satisfaction, exercise the remedies provided to the Authority in Section

7.02 of the Financing Agreement.

The Trustee and, subject to the provisions of Sections 7.06 and 7.07 hereof, the Owners of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding may, upon being indemnified to its satisfaction:
(a) by mandamus or other action or proceeding or suit at law or in equity enforce its rights against the Authority or the City or any board member, officer or employee thereof, and compel the Authority or the City or any such board member, officer or employee to perform or carry out its or his duties under law and the agreements and covenants required to be performed by it or him contained herein; or 65582.00001\43188674.6
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(b) by suit in equity enjoin any acts or things which are unlawful or violate the rights of the Trustee;
(c) intervene in judicial proceedings that affect the Bonds or the security therefor; or
(d) seek the appointment of a receiver or other third party to operate the Project and collect Revenues.

SECTION 7.04 Application of Revenues and Other Funds After Default. If an Event of Default shall occur and be continuing, all Revenues and any other funds then held or thereafter received by the Trustee under any of the provisions of this Indenture shall be applied by the Trustee as follows and in the following order:
(a) To the payment of any expenses necessary in the opinion of the Trustee to protect the interests of the Owners of the Bonds and payment of reasonable fees, charges and expenses of the Trustee (including reasonable fees and disbursements of its counsel, advisors and agents) incurred in and about the performance of its powers and duties under this Indenture;
(b) To the payment of the principal of and interest then due with respect to the Bonds (upon presentation of the Bonds to be paid, and stamping thereon of the payment if only partially paid, or surrender thereof if fully paid) subject to the provisions of this Indenture, as follows:

First: To the payment to the persons entitled thereto of all installments of interest then due in the order of the maturity of such installments, and, if the amount available shall not be sufficient to pay in full any installment or installments maturing on the same date, then to the payment thereof ratably, according to the amounts due thereon, to the persons entitled thereto, without any discrimination or preference; and
Second: To the payment to the persons entitled thereto of the unpaid principal of any Bonds which shall have become due, whether at maturity or by call for redemption, with interest on the overdue principal at the rate borne by the respective Bonds on the date of maturity or redemption, and, if the amount available shall not be sufficient to pay in full all the Bonds, together with such interest, then to the payment thereof ratably, according to the amounts of principal due on such date to the persons entitled thereto, without any discrimination or preference.

If an Event of Default shall occur and be continuing, the Trustee shall liquidate investment obligations in the Revenue Fund and apply amounts credited to such funds as set forth above.

SECTION 7.05 Trustee to Represent Bond Owners. The Trustee is hereby irrevocably appointed (and the successive respective Owners of the Bonds, by taking and holding the same, shall be conclusively deemed to have so appointed the Trustee) as trustee and true and lawful attorney-in-fact of the Owners of the Bonds for the purpose of exercising and prosecuting on their behalf such rights and remedies as may be available to the Owners under the provisions 65582.00001\43188674.6
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of the Bonds, this Indenture, the Bond Law, and applicable provisions of any other law. Upon the occurrence and continuance of an Event of Default or other occasion giving rise to a right in the Trustee to represent the Bond Owners, the Trustee in its discretion may, or at the written request of the Owners of a majority in aggregate principal amount of the Bonds then Outstanding and upon being reasonably indemnified therefor, the Trustee shall, proceed to protect or enforce its rights or the rights of such Owners by such appropriate action, suit, mandamus or other proceedings as it shall deem most effectual to protect and enforce any such right, at law or in equity, either for the specific performance of any covenant or agreement contained herein, or in aid of the execution of any power herein granted, or for the enforcement of any other appropriate legal or equitable right or remedy vested in the Trustee and such Owners under the Bonds, this Indenture, the Bond Law, or any other law; and upon instituting such proceeding, the Trustee shall be entitled, as a matter of right, to the appointment of a receiver of the Revenues and other assets pledged under this Indenture, pending such proceedings. All rights of action under this Indenture or the Bonds or otherwise may be prosecuted and enforced by the Trustee without the possession of any of the Bonds or the production thereof in any proceeding relating thereto, and any such suit, action or proceeding instituted by the Trustee shall be brought in the name of the Trustee for the benefit and protection of the Owners of such Bonds, subject to the provisions of this Indenture.

SECTION 7.06 Bond Owners’ Direction of Proceedings. Anything in this Indenture to the contrary notwithstanding, the Owners of a majority in aggregate principal amount of the Bonds then Outstanding shall have the right, by an instrument or concurrent instruments in writing executed and delivered to the Trustee, and upon indemnification of the Trustee to its reasonable satisfaction, to direct the method of conducting all remedial proceedings taken by the Trustee hereunder, provided that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture, and that the Trustee shall have the right to decline to follow any such direction which in the opinion of the Trustee would be unjustly prejudicial to Bond Owners not parties to such direction.

SECTION 7.07 Limitation on Bond Owners’ Right to Sue. No Owner of any Bonds shall have the right to institute any suit, action, or proceeding, at law or in equity, for the protection or enforcement of any right or remedy under this Indenture, the Bond Law, or any other applicable law with respect to such Bonds, unless (a) such Owner shall have given to the Trustee written notice of the occurrence of an Event of Default; (b) the Owners of a majority in aggregate principal amount of the Bonds then Outstanding, shall have made written request upon the Trustee to exercise the powers hereinbefore granted or to institute such suit, action or proceeding in its own name; (c) such Owner or said Owners shall have tendered to the Trustee indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; and (d) the Trustee shall have refused or omitted to comply with such request for a period of sixty (60) days after such written request shall have been received by, and said tender of indemnity shall have been made to, the Trustee.

Such notification, request, tender of indemnity and refusal or omission are hereby declared, in every case, to be conditions precedent to the exercise by any Owner of Bonds of any remedy hereunder or under law; it being understood and intended that no one or more Owners of Bonds shall have any right in any manner whatever by his or their action to affect, disturb or prejudice the security of this Indenture or the rights of any other Owners of Bonds, or to enforce any right under the Bonds, this Indenture, the Bond Law, or other applicable law with respect to the Bonds, 65582.00001\43188674.6
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except in the manner herein provided, and that all proceedings at law or in equity to enforce any such right shall be instituted, had and maintained in the manner herein provided and for the benefit and protection of all Owners of the Outstanding Bonds, subject to the provisions of this Indenture.

SECTION 7.08 Absolute Obligation of Authority. Nothing in Section 7.07 hereof or in any other provision of this Indenture or in the Bonds contained shall affect or impair the obligation of the Authority, which is absolute and unconditional, to pay the principal of and interest on the Bonds to the respective Owners of the Bonds at their respective dates of maturity, or upon call for redemption, as herein provided, but only out of the Revenues and other assets herein pledged therefor and received by the Authority or the Trustee, or affect or impair the right of such Owners, which is also absolute and unconditional, to enforce such payment by virtue of the contract embodied in the Bonds.

SECTION 7.09 Termination of Proceedings. In case any proceedings taken by the Trustee or any one or more Bond Owners on account of any Event of Default shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Trustee or the Bond Owners, then in every such case the Authority, the Trustee and the Bond Owners, subject to any determination in such proceedings, shall be restored to their former positions and rights hereunder, severally and respectively, and all rights, remedies, powers and duties of the Authority, the Trustee and the Bond Owners shall continue as though no such proceedings had been taken.

SECTION 7.10 Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Trustee or to the Owners of the Bonds is intended to be exclusive of any other remedy or remedies, and each and every such remedy, to the extent permitted by law, shall be cumulative and in addition to any other remedy given hereunder or now or hereafter existing at law or in equity or otherwise.

SECTION 7.11 No Waiver of Default. No delay or omission of the Trustee or of any Owner of the Bonds to exercise any right or power arising upon the occurrence of any default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein; and every power and remedy given by this Indenture to the Trustee or to the Owners of the Bonds may be exercised from time to time and as often as may be deemed expedient.

ARTICLE 8

THE TRUSTEE
SECTION 8.01 Trustee; Duties, Removal and Resignation. By executing and delivering the Indenture, the Trustee accepts the duties and obligations of the Trustee provided in the Indenture, but only upon the terms and conditions set forth in the Indenture.

The Authority, in its sole discretion, or the Owners of a majority in aggregate principal amount of all Bonds Outstanding may remove the Trustee initially a party hereto, and any successor thereto, and in such event, or in the event the Trustee resigns, the Authority shall appoint a successor Trustee, but any such successor shall be a bank, national banking association or trust company in good standing and having an office in Los Angeles or San Francisco, California, having (or if such bank or trust company is a member of a bank holding company system, its bank 65582.00001\43188674.6
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holding company shall have) a combined capital (exclusive of borrowed capital) and surplus of at least Fifty Million Dollars ($50,000,000) and subject to supervision or examination by federal or state authority. If such bank, national banking association or trust company publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purposes of this Section the combined capital and surplus of such bank, national banking association or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of conditions so published.

The Trustee may at any time resign by giving written notice to the Authority and by giving to the Bond Owners notice by mailing a notice of such resignation to their addresses appearing in the Bond Register. Upon receiving any such notice of resignation, the Authority shall promptly appoint a successor Trustee by an instrument in writing; provided, however, that in the event that the Authority does not appoint a successor Trustee within thirty (30) days following receipt of such notice of resignation, the resigning Trustee may petition at the expense of the Authority an appropriate court having jurisdiction to appoint a successor Trustee or to resign. Subject to the prior sentence, any resignation or removal of the Trustee shall not become effective until written acceptance of appointment by the successor Trustee under the Indenture.

Any Trustee which shall resign or be removed pursuant to this Section shall be entitled to compensation in accordance with Section 8.02 hereof and to reimbursement for all reasonable and proper expenses and advances incurred and not previously reimbursed for its activities in connection with the Indenture and for any indemnification due pursuant to the Indenture and not previously paid. Any Trustee which resigns or is removed, upon payment of its unpaid compensation and expenses hereunder, shall fully discharge all the right, title and interest of the retiring Trustee and amounts on deposit hereunder shall vest in said successor Trustee, and such retiring Trustee shall promptly pay over, assign and deliver to the successor Trustee any money or other property on deposit pursuant hereto then held by such Trustee, and deliver any and all records, or copies thereof, in respect of the Trustee which it may have.

SECTION 8.02 Compensation of the Trustee. The Authority shall pay from time to time, upon receipt of a statement, to the Trustee reasonable compensation for the Trustee’s services and shall reimburse the Trustee for all its reasonable advances and expenditures incurred by it in the exercise and performance of its powers and duties under the Indenture. The lien of the Trustee on amounts held by it under the Indenture for its services rendered under the Indenture shall be superior to the rights of the Bond Owners to receive scheduled payments of principal and interest with respect to their Bonds; provided that the Trustee shall have no lien on moneys in the Redemption Account.

The Authority shall hold harmless and indemnify the Trustee for all costs, claims, expenses (including legal fees and expenses) and liabilities incurred by or asserted against the Trustee in the performance of its duties under this Indenture or any related document, including any such reasonable costs, claims, expenses and liabilities incurred in the course of defending itself against any claims or actions or enforcing any remedies under this Indenture or any related document.

Any such indemnity shall not extend to any costs, claims, expenses or liabilities adjudicated to have been caused by the negligence or willful misconduct of the Trustee, as adjudicated by a final non-appealable decision of a court of competent jurisdiction. The indemnification of the Trustee under this Indenture shall extend to its directors, officers, employees and agents. The obligations 65582.00001\43188674.6
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of the Authority under this Section shall survive the payment of the Bonds and the discharge of this Indenture and the resignation or removal of the Trustee.

SECTION 8.03 Protection to Trustee. The Authority shall indemnify, protect and hold the Trustee harmless and the Trustee shall incur no liability for acting upon any notice, resolution, consent, order, certificate, report, certificate or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties.

The Trustee, in its discretion, may consult with counsel, who may be counsel to the Authority, with regard to legal questions, and the advice or opinion of such counsel, in the absence of negligence or willful misconduct on the part of the Trustee, as adjudicated by a final nonappealable decision of a court of competent jurisdiction, shall be full and complete authorization and protection in respect of any action taken or suffered by it under the Indenture in good faith in accordance therewith.

Whenever in the administration of its duties under the Indenture, the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action under the Indenture, such matter (unless other evidence in respect thereof be specifically prescribed in the Indenture) may, in the absence of negligence or willful misconduct on the part of the Trustee, be deemed to be conclusively proved and established by the certificate of an Authorized Officer of the Authority and such certificate shall be full warranty to the Trustee for any action taken or suffered under the provisions of the Indenture upon the faith thereof, but in its discretion the Trustee may, in lieu thereof (but shall not be obligated to), accept other evidence of such matter.

The Trustee may in good faith buy, sell, own, hold and deal in any of the Bonds issued pursuant to the Indenture, and may join in any action which any Owner may be entitled to take with like effect as if the Trustee were not a party to the Indenture. The Trustee and its affiliates, either as sponsor, advisor, principal or agent, may also engage in or be interested in any financial or other transaction with the Authority, and may act as depository, trustee, or agent for any committee or body of Owners of Bonds or other obligations of the Authority as freely as if it were not Trustee under the Indenture.

The recitals, statements and representations contained in this Indenture or in the Bonds, save only the Trustee’s authentication of the Bonds, shall be taken and construed as made by and on the part of the Authority, and not by the Trustee, and the Trustee does not assume, and shall not have, any responsibility or obligation for the correctness of any thereof. The Trustee shall not be deemed to make any representations with respect to the security afforded by this Indenture.

The Trustee may execute any of the trusts or powers hereof and perform the duties required of it under the Indenture by or through attorneys, agents, or receivers, and shall be entitled to advice of counsel concerning all matters of trust and its duty under the Indenture, and, except as provided herein, the Trustee shall not be answerable for the default or misconduct of any such attorney, agent, or receiver selected by the Trustee with reasonable care. The Trustee shall be fully reimbursed by the Authority for reasonable expenses incurred in connection with the performance of its obligations under the Indenture. Upon any default by, or misconduct of, any agent, attorney or receiver appointed by the Trustee, the Trustee shall fully pursue all remedies available to it against such attorney, agent or receiver, and the proceeds of the exercise of such remedies shall be 65582.00001\43188674.6
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used to reimburse the Authority for any loss it may have suffered as a result of the default or misconduct of such agent, attorney or receiver.

Before taking any remedial action hereunder the Trustee may require that a satisfactory indemnity bond or other indemnity satisfactory to the Trustee be furnished for the reimbursement of all reasonable expenses to which it may be put and to protect it against all liability which may be incurred in connection with the taking of such action, except liability which is adjudicated by a final non-appealable decision of a court of competent jurisdiction, to have resulted from its negligence or willful misconduct; provided, however, the Trustee shall not seek such indemnity prior to making payments on the Bonds.

The Trustee, prior to the occurrence of an Event of Default, and after the curing or waiving of all Events of Default which may have occurred, undertakes to perform only such duties as are specifically set forth in this Indenture. The Trustee shall, during the existence of any Event of Default (which has not been cured or waived), exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a reasonable person would exercise or use in the conduct of such person’s own affairs.

The Trustee shall not be deemed to have knowledge of an Event of Default (except in connection with a failure of the Authority to make Debt Service payments when due) until a Responsible Officer has actual knowledge thereof, or until notified in writing of such Event of Default.

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

No provision of this Indenture or any other document related hereto shall require the Trustee to risk or advance its own funds or otherwise incur any financial liability in the performance of its duties or the exercise of its rights hereunder.

The immunities extended to the Trustee also extend to its directors, officers, employees and agents.

The Trustee shall not be liable for any action taken or not taken by it in accordance with the direction of a majority (or other percentage provided for herein) in aggregate principal amount of Bonds outstanding relating to the exercise of any right, power or remedy available to the Trustee.

The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty.

The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Indenture and delivered using Electronic Means. (“Electronic Means” shall mean the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder). The District shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such 65582.00001\43188674.6
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Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the District whenever a person is to be added or deleted from the listing. If the District 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 District understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The District shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the District 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 District. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding the fact that such directions conflict or are inconsistent with a subsequent written instruction. The District agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the District; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures.

The Trustee shall not be liable to the parties hereto or deemed in breach or default hereunder if and to the extent its performance hereunder is prevented by reason of force majeure.

The term “force majeure” means an occurrence that is beyond the control of the Trustee and could not have been avoided by exercising due care. Force majeure shall include, but not be limited to, acts of God, terrorism, war, riots, strikes, fire, floods, earthquakes, epidemics or other similar occurrences.

The Trustee shall not be concerned with or accountable to anyone for the subsequent use or application of any moneys which shall be released or withdrawn in accordance with the provisions hereof.

The Trustee shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful misconduct.

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

The Trustee shall not be required to determine the legality or suitability of any investments.

The Trustee shall have no duty to review, verify or analyze any financial statements furnished to it by the District and shall hold such financial statements solely as a repository for 65582.00001\43188674.6
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Owners of the Bonds. The Trustee shall not be deemed to have notice of any information contained therein or any Event of Default that may be disclosed therein in any manner.

In no event shall the Trustee be responsible or liable for special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

SECTION 8.04 Payment Limited. All payments to be made by the Trustee under and pursuant to this Indenture shall be made only from the corpus, income, and proceeds of the amounts on deposit pursuant hereto and only to the extent that the Trustee shall have received sufficient contribution, income and proceeds in accordance with the terms of this Indenture.

SECTION 8.05 Merger or Consolidation. Any company into which the Trustee may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Trustee may sell or transfer all or substantially all of its corporate trust business, provided that such company shall be eligible under Section 8.01 hereof, shall be the successor to the Trustee without the execution or filing of any paper or further act, anything herein to the contrary notwithstanding.

SECTION 8.06 Funds and Accounts. The Trustee may establish such funds and accounts as it reasonably deems necessary or appropriate to perform its obligations hereunder.

ARTICLE 9

MODIFICATION OR AMENDMENT HEREOF
SECTION 9.01 Amendments Permitted.
(a) This Indenture and the rights and obligations of the Authority and of the Owners of the Bonds and of the Trustee may be modified or amended from time to time and at any time by an indenture or indentures supplemental hereto, which the Authority and the Trustee may enter into with the written consent of the Owners of a majority in aggregate principal amount of all Bonds then Outstanding, which shall have been filed with the Trustee. No such modification or amendment shall (i) extend the fixed maturity of any Bonds, or reduce the amount of principal thereof, or extend the time of payment, without the consent of the Owner of each Bond so affected, or (ii) reduce the aforesaid percentage of Bonds the consent of the Owners of which is required to effect any such modification or amendment, or (iii) permit the creation of any lien on the Revenues and other assets pledged under this Indenture senior to the lien created by this Indenture or deprive the Owners of the Bonds of the lien created by this Indenture on such Revenues and other assets (except as expressly provided in this Indenture), without the consent of the Owners of all of the Bonds then Outstanding. It shall not be necessary for the consent of the Bond Owners to approve the particular form of any supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Authority and the Trustee of any supplemental Indenture pursuant to this subsection (a), the Trustee shall mail a notice (the form of which shall be furnished to the Trustee by the Authority), by first class mail postage prepaid, setting forth in general terms the substance of such supplemental indenture, to the Owners 65582.00001\43188674.6
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of the Bonds at the respective addresses shown on the Registration Books. Any failure to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
(b) This Indenture and the rights and obligations of the Authority, of the Trustee and the Owners of the Bonds may also be modified or amended from time to time and at any time by an indenture or indentures supplemental hereto, which the Authority and the Trustee may enter into without the consent of any Bond Owners, for any one or more of the following purposes:
(i) to add to the covenants and agreements of the Authority in this Indenture contained other covenants and agreements thereafter to be observed, to pledge or assign additional security for the Bonds (or any portion thereof), or to surrender any right or power herein reserved to or conferred upon the Authority;
(ii) to make such provisions for the purpose of curing any ambiguity, inconsistency or omission, or of curing or correcting any defective provision contained in this Indenture;
(iii) to modify, amend or supplement this Indenture in such manner as to permit the qualification hereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect, and to add such other terms, conditions and provisions as may be permitted by said act or similar federal statute; (iv) to provide for the issuance of Parity Bonds, Contracts or subordinate obligations as provided for in Section 2.10 hereof;
(v) to modify, amend, or supplement this Indenture in such manner as to cause interest on the Bonds to be excludable from gross income for purposes of federal income taxation by the United States of America; and
(vi) in any other respect whatsoever as the Authority may deem necessary or desirable, provided that such modification or amendment does not materially adversely affect the interests of the Bond Owners hereunder, in the opinion of Bond Counsel filed with the Authority and the Trustee.
(c) The Trustee may in its discretion, but shall not be obligated to, enter into any such Supplemental Indenture authorized by subsections (a) or (b) of this Section which materially adversely affects the Trustee's own rights, duties or immunities under this Indenture or otherwise.

SECTION 9.02 Effect of Supplemental Indenture. Upon the execution of any supplemental indenture pursuant to this Article, this Indenture shall be deemed to be modified and amended in accordance therewith, and the respective rights, duties and obligations under this Indenture of the Authority, the Trustee, and all Owners of Bonds Outstanding shall thereafter be determined, exercised, and enforced hereunder subject in all respects to such modification and amendment, and all the terms and conditions of any such supplemental indenture shall be deemed to be part of the terms and conditions of this Indenture for any and all purposes. 65582.00001\43188674.6
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SECTION 9.03 Endorsement of Bonds; Preparation of New Bonds. Bonds delivered after the execution of any supplemental indenture pursuant to this Article may, and if the Authority so determines shall, bear a notation by endorsement or otherwise in form approved by the Authority and the Trustee as to any modification or amendment provided for in such supplemental indenture, and, in that case, upon demand on the Owner of any Bonds Outstanding at the time of such execution and presentation of his Bonds for the purpose at the Office of the Trustee a suitable notation shall be made on such Bonds. If the supplemental indenture shall so provide, new Bonds so modified as to conform, in the opinion of the Authority and the Trustee, to any modification or amendment contained in such supplemental indenture, shall be prepared and executed by the Authority and authenticated by the Trustee, and upon demand of the Owners of any Bonds then Outstanding shall be exchanged at the Office of the Trustee, without cost to any Bond Owner, for Bonds then Outstanding, upon surrender for cancellation of such Bonds, in equal aggregate principal amount of the same interest rate and maturity.

SECTION 9.04 Amendment of Particular Bonds. The provisions of this Article shall not prevent any Bond Owner from accepting any amendment as to the particular Bonds held by such Owner.

ARTICLE 10

DEFEASANCE
SECTION 10.01 Discharge of Indenture. The Bonds may be paid in whole or in part by the Authority in any of the following ways, provided that the Authority also pays or causes to be paid any other sums payable hereunder by the Authority:
(a) by paying or causing to be paid the principal of and interest on such Bonds, as and when the same become due and payable;
(b) by depositing with the Trustee, in trust, at or before maturity, money or securities (or both) in the necessary amount (as provided in Section 10.03 hereof) to pay or redeem such Bonds; or
(c) by delivering to the Trustee, for cancellation by it, all of such Bonds.

If the Authority shall also pay or cause to be paid all other sums payable hereunder by the Authority, including without limitation, any compensation due and owing the Trustee hereunder, then and in that case, at the election of the Authority (evidenced by a Written Certificate of the Authority, filed with the Trustee, signifying the intention of the Authority to discharge all such indebtedness and this Indenture), and notwithstanding that any Bonds shall not have been surrendered for payment, this Indenture and the pledge of Revenues and other assets made under this Indenture and all covenants, agreements, and other obligations of the Authority under this Indenture shall cease, terminate, become void and be completely discharged and satisfied. In such event, upon receipt of a Written Certificate of an Authorized Representative of the Authority and an opinion of Bond Counsel, each to the effect that all conditions precedent herein provided for relating to the discharge and satisfaction of the obligations of the Authority have been satisfied, the Trustee shall cause an accounting for such period or periods as may be requested by the Authority to be prepared and filed with the Authority and shall execute and deliver to the Authority 65582.00001\43188674.6
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all such instruments as may be necessary or desirable to evidence such discharge and satisfaction, and the Trustee shall pay over, transfer, assign or deliver all moneys or securities or other property held by it pursuant to this Indenture, which are not required for the payment or redemption of Bonds not theretofore surrendered for such payment or redemption, to the Authority.

SECTION 10.02 Discharge of Liability on Bonds. Upon the deposit with the Trustee, in trust, at or before maturity, of money and/or securities in the necessary amount (as provided in Section 10.03 hereof) to pay or redeem any or all Outstanding Bonds (whether upon or prior to the maturity or the redemption date of such Bonds), provided that, if such Bonds are to be redeemed prior to maturity, notice of such redemption shall have been given as provided in Article IV or provision satisfactory to the Trustee shall have been made for the given of such notice, then all liability of the Authority in respect of such Bonds shall cease, terminate, and be completely discharged, and the Owners thereof shall thereafter be entitled only to payment out of such money or securities deposited with the Trustee as aforesaid for their payment, subject, however, to the provisions of Section 10.04 hereof.

The Authority may at any time surrender to the Trustee for cancellation by it any Bonds previously issued and delivered, which the Authority may have acquired in any manner whatsoever, and such Bonds, upon such surrender and cancellation, shall be deemed to be paid and retired.

SECTION 10.03 Deposit of Money or Securities with Trustee. Whenever in this Indenture it is provided or permitted that there be deposited with or held in trust by the Trustee money or securities in the necessary amount to pay or redeem any Bonds, the money or securities so to be deposited or held may include money or securities held by the Trustee in the funds and accounts established pursuant to this Indenture and shall be:
(a) Lawful money of the United States of America, in an amount equal to the principal amount of such Bonds and all unpaid interest thereon to maturity, except that, in the case of Bonds which are to be redeemed prior to maturity and in respect of which notice of such redemption shall have been given as provided in Article IV or provision satisfactory to the Trustee shall have been made for the giving of such notice, the amount to be deposited or held shall be the principal amount of such Bonds, premium, if any, and all unpaid interest thereon to the redemption date; and/or
(b) Defeasance Obligations the principal of, premium, if any, and interest on which when due, in the opinion or report of an independent certified public accountant selected by the Authority, will provide money sufficient to pay the principal of and all unpaid interest to maturity, or to the redemption date, as the case may be, on the Bonds to be paid or redeemed, as such principal and interest become due, provided that in the case of Bonds which are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as provided in Article IV or provision satisfactory to the Trustee shall have been made for the giving of such notice;
provided, in each case, that the Trustee shall have been irrevocably instructed (by the terms of this Indenture or by Written Request of the Authority) to apply such funds to the payment of such principal and interest with respect to such Bonds. 65582.00001\43188674.6
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Escrows established to provide for the discharge of Bonds pursuant to this Section must be sufficient, without reinvestment, to pay all principal and interest as scheduled thereon including the date of redemption.

SECTION 10.04 Payment of Bonds After Discharge of Indenture. Anything contained herein to the contrary notwithstanding, any money held by the Trustee in trust for the payment and discharge of the interest or premium (if any) on or principal of any of the Bonds which remains unclaimed for two (2) years after the date when each payment of such interest, premium, and principal has become payable shall be repaid within sixty (60) days of such date by the Trustee to the Authority as its absolute property free from trust, and the Trustee shall thereupon be released and discharged with respect thereto and the Owners shall look only to the Authority for the payment of the principal of and interest and redemption premium (if any) on such Bonds.

The Trustee shall not be liable to the Authority or any Owner for interest on funds held by it for the payment and discharge of the interest, or premium (if any) on or principal of any of the Bonds to any Owner. The Authority shall not be liable for any interest to the sums paid to it pursuant to this paragraph and shall not be regarded as a trustee of such money.

ARTICLE 11

MISCELLANEOUS
SECTION 11.01 Liability of Authority Limited to Revenues. Notwithstanding anything in this Indenture or in the Bonds contained, neither the Authority nor any member thereof shall be required to advance any moneys derived from any source other than the Revenues and other assets pledged under this Indenture for any of the purposes in this Indenture mentioned, whether for the payment of the principal of or interest on the Bonds or for any other purpose of this Indenture. Nevertheless, the Authority may, but shall not be required to, advance for any of the purposes hereof any funds of the Authority which may be made available to it for such purposes.

SECTION 11.02 Successor Is Deemed Included in All References to Predecessor.

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

SECTION 11.03 Limitation of Rights. Nothing in this Indenture or in the Bonds expressed or implied is intended or shall be construed to give to any person other than the Authority, the Trustee and the Owners of the Bonds, any legal or equitable right, remedy or claim under or in respect of this Indenture or any covenant, condition or provision therein or herein contained; and all such covenants, conditions and provisions are and shall be held to be for the sole and exclusive benefit of the Authority, the Trustee and the Owners of the Bonds.

SECTION 11.04 Waiver of Notice; Requirement of Mailed Notice. Whenever in this Indenture the giving of notice by mail or otherwise is required, the giving of such notice may be waived in writing by the person entitled to receive such notice and in any such case the giving or receipt of such notice shall not be a condition precedent to the validity of any action taken in 65582.00001\43188674.6
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reliance upon such waiver. Whenever in this Indenture any notice shall be required to be given by mail, such requirement shall be satisfied by the deposit of such notice in the United States mail, postage prepaid, by first class mail.

SECTION 11.05 Destruction of Bonds. Whenever in this Indenture provision is made for the cancellation by the Trustee and the delivery to the Authority of any Bonds, the Trustee may, upon the Written Request of the Authority, in lieu of such cancellation and delivery, destroy such Bonds (in the presence of an officer of the Authority, if the Authority shall so require) as may be allowed by law, and deliver a certificate of such destruction to the Authority.

SECTION 11.06 Severability of Invalid Provisions. If any one or more of the provisions contained in this Indenture or in the Bonds shall for any reason be held to be invalid, illegal or unenforceable in any respect, then such provision or provisions shall be deemed severable from the remaining provisions contained in this Indenture and such invalidity, illegality or unenforceability shall not affect any other provision of this Indenture, and this Indenture shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein.

The Authority hereby declares that it would have entered into this Indenture and each and every other Section, paragraph, sentence, clause or phrase hereof and authorized the issuance of the Bonds pursuant thereto irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses or phrases of this Indenture may be held illegal, invalid or unenforceable.

SECTION 11.07 Notices. All notices or communications herein required or permitted to be given to the Authority or the Trustee shall be in writing and shall be deemed to have been sufficiently given or served for all purposes by being delivered or sent by telecopy or by being deposited, postage prepaid, in a post office letter box, or by overnight courier of by facsimile (with receipt confirmed by telephone) addressed (until such address is changed by the addressee) as follows:

If to the Authority: Santa Fe Springs Public Financing Authority 11710 E. Telegraph Road
Santa Fe Springs, CA 90670
Attention: Executive Director
If to the Trustee: U.S. Bank Trust Company, National Association 633 W. 5th Street, 24th Floor
Los Angeles, CA 90071
Attention: Global Corporate Trust Services
If to the City: City of Santa Fe Springs
11710 E. Telegraph Road
Santa Fe Springs, CA 90670
Attention: City Manager
SECTION 11.08 [Reserved.]
[TBD]
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SECTION 11.09 Evidence of Rights of Bond Owners. Any request, consent or other instrument required or permitted by this Indenture to be signed and executed by Bond Owners may be in any number of concurrent instruments of substantially similar tenor and shall be signed or executed by such Bond Owners in person or by an agent or agents duly appointed in writing. Proof of the execution of any such request, consent or other instrument or of a writing appointing any such agent, or of the holding by any person of Bonds transferable by delivery, shall be sufficient for any purpose of this Indenture and shall be conclusive in favor of the Trustee and the Authority if made in the manner provided in this Section.

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

The ownership of registered Bonds shall be proved by the Registration Books.

Any request, consent, or other instrument or writing of the Owner of any Bond shall bind every future Owner of the same Bond and the Owner of every Bond issued in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Trustee or the Authority in accordance therewith or reliance thereon.

SECTION 11.10 Disqualified Bonds. In determining whether the Owners of the requisite aggregate principal amount of Bonds have concurred in any demand, request, direction, consent or waiver under this Indenture, Bonds which are known by the Trustee to be owned or held by or for the account of the Authority or the City, or by any other obligor on the Bonds, or by any person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the Authority or the City or any other obligor on the Bonds, shall be disregarded and deemed not to be Outstanding for the purpose of any such determination. Bonds so owned which have been pledged in good faith may be regarded as Outstanding for the purposes of this Section if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s right to vote such Bonds and that the pledgee is not a person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the Authority or the City or any other obligor on the Bonds. In case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee.

Upon request of the Trustee, the Authority or City shall specify in a certificate to the Trustee those Bonds disqualified pursuant to this Section and the Trustee may conclusively rely on such certificate.

SECTION 11.11 Money Held for Particular Bonds. The money held by the Trustee for the payment of the interest, principal or premium due on any date with respect to particular Bonds (or portions of Bonds in the case of Bonds redeemed in part only) shall, on and after such date and pending such payment, be set aside on its books and held in trust by it for the Owners of the Bonds entitled thereto, subject, however, to the provisions of Section 10.04 but without any liability for interest thereon.
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SECTION 11.12 Funds and Accounts. Any fund or account required by this Indenture to be established and maintained by the Trustee may be established and maintained in the accounting records of the Trustee, either as a fund or an account, and may, for the purposes of such records, any audits thereof and any reports or statements with respect thereto, be treated either as a fund or as an account; but all such records with respect to all such funds and accounts shall at all times be maintained in accordance with industry standards to the extent practicable, and with due regard for the requirements of Section 6.05 and for the protection of the security of the Bonds and the rights of every Owner thereof.

SECTION 11.13 Payment on Non-Business Days. In the event any payment is required to be made hereunder on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day.

SECTION 11.14 Waiver of Personal Liability. No member, officer, agent or employee of the Authority shall be individually or personally liable for the payment of the principal of or premium or interest on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof; but nothing herein contained shall relieve any such member, officer, agent or employee from the performance of any official duty provided by law or by this Indenture.

SECTION 11.15 Execution in Several Counterparts. This Indenture may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original; and all such counterparts, or as many of them as the Authority and the Trustee shall preserve undestroyed, shall together constitute but one and the same instrument.

SECTION 11.16 Governing Laws. This Indenture shall be governed by and construed in accordance with the laws of the State of California. *************
65582.00001\43188674.6
IN WITNESS WHEREOF, the SANTA FE SPRINGS PUBLIC FINANCING AUTHORITY has caused this Indenture to be signed in its name by an Authorized Representative and the Trustee, in token of accepting the trusts created hereunder, has caused this Indenture to be signed in its corporate name by its officers thereunto duly authorized, all as of the day and year first above written.

SANTA FE SPRINGS PUBLIC FINANCING

AUTHORITY
By:

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

Authorized Officer
65582.00001\43188674.6
A-1

EXHIBIT A

FORM OF BOND

UNITED STATES OF AMERICA

STATE OF CALIFORNIA

SANTA FE SPRINGS PUBLIC FINANCING AUTHORITY
2025 SPECIAL PARCEL TAX REVENUE BONDS
(Santa Fe Springs Road Improvements)
INTEREST RATE: MATURITY DATE: DATED DATE: CUSIP:
%
REGISTERED OWNER: CEDE & CO.

PRINCIPAL AMOUNT:

THE SANTA FE SPRINGS PUBLIC FINANCING AUTHORITY, a joint powers authority and public body, corporate and politic, duly organized and existing under and by virtue of the laws of the State of California (the “Authority”), for value received hereby promises to pay to the Registered Owner stated above or registered assigns, on the Maturity Date stated above (subject to any right of prior redemption hereinafter provided for), the Principal Amount stated above in lawful money of the United States of America and to pay interest thereon at the Interest Rate stated above in like lawful money from the Interest Payment Date (as hereinafter defined) next preceding the date of authentication of this Bond (unless (i) this Bond is authenticated after a Record Date (as hereinafter defined) and on or before the following Interest Payment Date in which event it shall bear interest from such Interest Payment Date, or (ii) this Bond is authenticated on or prior to December 1, 2025, in which event it shall bear interest from the Dated Date stated above); provided, however, that if at the time of authentication of this Bond, interest is in default on this Bond, interest shall be payable to the person in whose name the ownership of such Bond is registered on the Registration Books at the close of business on a special Record Date to be established by the Trustee for the payment of such defaulted interest, notice of which shall be given to such Owner not less than ten (10) days prior to such special Record Date. Interest is payable semiannually on June 1 and December 1 of each year, commencing December 1, 2025 (each an “Interest Payment Date”), calculated on the basis of a 360-day year composed of twelve 30-day months until payment of the Principal Amount hereof (whether on the Maturity Date or earlier redemption hereof). The Principal Amount hereof and premium, if any, upon earlier redemption hereof are payable upon presentment and surrender at the Office of U.S. Bank Trust Company, National Association, the Trustee under the Indenture (as hereinafter defined) (the “Trustee”), in San Francisco, California. Interest hereon (including the final interest payment upon maturity or earlier redemption) is payable by check of the Trustee mailed by first class mail to the Registered Owner hereof at the Registered Owner’s address as it appears on the Bond registration books maintained by the Trustee at the close of business on the fifteenth day of the month preceding each Interest Payment Date (the “Record Date”), or upon the written request filed with the Trustee prior to the Record Date preceding an Interest Payment Date by an Owner of $1,000,000 or more in aggregate principal amount of outstanding Bonds, interest thereon shall be paid on such Interest 65582.00001\43188674.6
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Payment Date by wire transfer in immediately available funds to the account designated by such Owner in such written request.

This Bond is one of a duly authorized issue of Bonds of the Authority designated as “Santa Fe Springs Public Financing Authority 2025 Special Parcel Tax Revenue Bonds (Santa Fe Springs Road Improvements)” (the “Bonds”), in an aggregate principal amount of [___] Dollars ($[PAR AMOUNT]), all of like tenor and date (except for such variation, if any, as may be required to designate varying numbers, maturities, interest rates, or redemption and other provisions). The Bonds are issued pursuant to the provisions of Articles 1 through 4 (commencing with Section 6500) of Chapter 5, Division 7, Title 1 of the Government Code of the State of California (the “Act”) and pursuant to that certain Indenture of Trust, dated as of [DATE], entered into between the Authority and the Trustee (the “Indenture”), authorizing the issuance of the Bonds. Reference is hereby made to the Indenture (copies of which are on file at the office of the Authority) and all indentures supplemental thereto and to the Act for a description of the terms on which the Bonds are issued, the provisions with regard to the nature and extent of the Revenues pledged as security for the Bonds, as that term is defined in the Indenture, and other amounts pledged under the Indenture, and the rights thereunder of the owners of the Bonds and the rights, duties and immunities of the Trustee and the rights and obligations of the Authority thereunder, to all of the provisions of which Indenture the Registered Owner of this Bond, by acceptance hereof, assents and agrees.

The Bonds have been issued by the Authority to (i) pay for certain road and infrastructure improvements in the City of Santa Fe Springs (the “Project”), [(ii) purchase a municipal bond debt service reserve insurance policy for the Bonds], and (iii) pay costs related to the issuance of the Bonds.

The Bonds are special obligations of the Authority, and this Bond and the interest hereon and on all other Bonds and the interest thereon (to the extent set forth in the Indenture) are payable from, and are secured equally and on a parity, by a charge and lien on the Revenues derived by the Authority from the Financing Agreement, dated as of [DATE] (the “Financing Agreement”) relating to the Project, between the Authority and the City of Santa Fe Springs, and other amounts pledged under the Indenture. There has been created and will be maintained by the Trustee a Revenue Fund into which Revenues, consisting primarily of annual payments contributed by the City from Parcel Tax Revenues to the Authority pursuant to the Financing Agreement, shall be deposited and from which the Trustee shall thereafter pay the principal of, any redemption premium and the interest on the Bonds when due. Subject to the foregoing, as and to the extent set forth in the Indenture, all such Revenues are exclusively and irrevocably pledged to and constitute a trust fund, in accordance with the terms hereof and the provisions of the Indenture and the Act, for the security and payment or redemption of, including any premium upon early redemption, and for the security and payment of interest on, the Bonds. Notwithstanding the foregoing, in accordance with the Indenture, certain amounts out of Revenues may be applied for other purposes as provided in the Indenture.

This Bond is not a debt of the City of Santa Fe Springs, the State of California, or any of its political subdivisions, and neither said City, said State, nor any of its political subdivisions is liable hereon, nor in any event shall this Bond be payable out of any funds or properties other than 65582.00001\43188674.6
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those of the Authority, as set forth in the Indenture. The Bonds do not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction.

The Bonds maturing on or before [DATE], are not subject to optional redemption prior to their respective stated maturities. The Bonds maturing on [DATE], are subject to optional redemption on any date on or after [DATE], in whole or in part, at a redemption price equal to the principal amount thereof to be redeemed together with accrued interest to the redemption date, without a premium.

The Bonds maturing on [DATE], are subject to mandatory sinking fund redemption on June 1 in each year as shown in the following table, by lot, at a redemption price equal to the principal amount thereof, together with accrued interest to the date of redemption, without premium, as follows:

Sinking Fund Redemption Date
(June 1)
Principal Amount to be
Redeemed
$
†

†
Maturity.

As provided in the Indenture, at least thirty (30), but not more than sixty (60), days prior to the redemption date, notice of redemption shall be given by first class mail to the respective owners of any Bonds designated for redemption at their addresses appearing on the Bond registration books maintained by the Trustee, but neither failure to receive such notice nor any defect in the notice so mailed shall affect the sufficiency of the proceedings for redemption. If this Bond is called for redemption and payment is duly provided therefor as specified in the Indenture, interest shall cease to accrue hereon from and after the date fixed for redemption.

The Bonds are being issued as fully registered bonds without coupons in denominations of $5,000 or any integral multiple thereof. Subject to the limitations and conditions and upon payment of the charges, if any, as provided in the Indenture, Bonds may be exchanged for a like aggregate principal amount of Bonds of other authorized denominations and of the same maturity.

This Bond is transferable by the Registered Owner hereof, in person or by his attorney duly authorized in writing at said offices of the Trustee, but only in the manner and subject to the limitations provided in the Indenture, and upon surrender and cancellation of this Bond. Upon registration of such transfer a new fully registered Bond or Bonds, of authorized denomination or denominations for the same aggregate principal amount and of the same maturity, will be issued to the transferee in exchange therefor. The Trustee shall not be required to register the transfer or exchange of Bonds (i) between the date which is fifteen days before selection of Bonds for redemption and the date of mailing the notice of redemption, and (ii) as to any Bonds selected for redemption.
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The Authority and the Trustee may treat the Registered Owner hereof as the absolute owner hereof for all purposes, and the Authority and the Trustee shall not be affected by any notice to the contrary.

The rights and obligations of the Authority and the owners of the Bonds may be modified or amended at any time in the manner, to the extent and upon the terms provided in the Indenture, but no such modification or amendment shall permit a change in the terms of redemption or maturity of the principal of any outstanding Bond, or of any installment of interest thereon, or a reduction in the principal amount or the redemption price thereof, or in the rate of interest thereon, without the consent of the owner of such Bond, or shall reduce the percentages the consent of the owners of which is required to effect any such modification or amendment.

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

This Bond shall not be entitled to any benefit under the Indenture or become valid or obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by the Trustee.

Unless this Bond is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Authority or the Trustee for registration of transfer, exchange, or payment, and any Bond 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 WRONGFUL inasmuch as the registered Owner hereof, Cede & Co., has an interest herein. 65582.00001\43188674.6
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IN WITNESS WHEREOF, the Santa Fe Springs Public Financing Authority has caused this Bond to be executed in its name and on its behalf with the manual or facsimile signature of its Executive Director and attested by the manual or facsimile signature of its Secretary, all as of the dated date set forth above.

SANTA FE SPRINGS PUBLIC FINANCING

AUTHORITY
By:

Executive Director
ATTEST:

By:

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

Authentication Date:

U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Trustee
By: ________________________________
Authorized Signatory
65582.00001\43188674.6
A-7

ASSIGNMENT
For value received, the undersigned does hereby sell, assign and transfer unto _____________________________ the within Bonds and does) hereby irrevocably constitute and appoint ________________________ attorney to transfer such Bond on the register of the Trustee, with full power of substitution in the premises.

Dated:

Signature:

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

Signature Guaranteed by:

Signature guarantee shall be made by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Trustee. 65582.00001\43188674.6
B-1

EXHIBIT B

PROJECT FUND REQUISITION
U.S. Bank Trust Company, National Association
One California Street, 10th Floor
San Francisco, California 94111
Attention: Global Corporate Trust Services
Re: Disbursement from the Project Fund pursuant to the Indenture of Trust, dated as of [DATE], by and between U.S. Bank Trust Company, National Association, as trustee, and Santa Fe Springs Public Financing Authority
Requisition No. __________
You are hereby instructed to pay to the parties listed on Schedule I hereto the sum listed opposite such parties’ names as a payment of the cost of the Acquisition of the Project for the items listed on the Schedule I attached hereto and the expenses incidental thereto (including reimbursement to the Authority for certain of such costs or expenses) from the Project Fund as provided in [Section 5.10] of that certain Indenture of Trust, dated as of [DATE] (the “Indenture”), by and between U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), and Santa Fe Springs Public Financing Authority (the “Authority”). This cost has been properly incurred, is a proper charge under the Indenture against payment of the costs of the Acquisition of the Project and has not been the basis of any previous disbursements. The amount remaining in the Project Fund, together with interest earnings thereon will, after payment of the amount set forth in this requisition, be sufficient to pay all remaining costs of the Acquisition of the Project as presently estimated.

I hereby certify that:
(i) the undersigned is duly authorized by the Authority to deliver this Certificate;
(ii) an obligation in the stated amount has been properly incurred under and pursuant to the Indenture and each such obligation is a proper charge against the Project Fund and has not been subject of any previous Written Certificate of the Authority; (iii) there has not been filed with or served upon the Authority a stop notice or any other notice of any lien, right to lien, or attachment upon, or claim affecting the right to receive payment of, any of the money payable to the person named in this certificate which has not been released or will not be released with the payment of such obligation, other than materialmen’s or mechanics’ liens accruing by mere operation of laws; (iv) in the case of each payment made under any contract for installation or construction, insofar as such obligation was incurred for work, materials, equipment or supplies, such work was actually performed on behalf of the Authority or such materials, equipment or supplies were actually installed in furtherance of the Project or delivered at 65582.00001\43188674.6
B-2
the site for that purpose or delivered for storage or fabrication at a place or places approved by the Authority;
(v) in the case of increased costs of the Acquisition of the Project, the amount of such increase has been or is herewith being deposited with the Trustee, or otherwise made available by the Authority; and
(vi) no event of default under the Indenture has occurred and is continuing.

Sincerely,

SANTA FE SPRINGS PUBLIC FINANCING

AUTHORITY

Authorized Representative
(Project Fund Requisition)
65582.00001\43188674.6
B-3

SCHEDULE I
Vendor Name Purpose Amount Paid Via Date

09960.00000\43193312.2

FINANCING AGREEMENT
between

SANTA FE SPRINGS PUBLIC FINANCING AUTHORITY
and

CITY OF SANTA FE SPRINGS
__________________________________________
Dated as of [DATE]
___________________________________________

RELATING TO THE

SANTA FE SPRINGS PUBLIC FINANCING AUTHORITY
2025 SPECIAL PARCEL TAX REVENUE BONDS
(SANTA FE SPRINGS ROAD IMPROVEMENTS)
09960.00000\43193312.2
i

TABLE OF CONTENTS
ARTICLE I DEFINITIONS ............................................................................................................1 Section 1.01 Definitions....................................................................................................1 ARTICLE II REPRESENTATIONS, COVENANTS AND WARRANTIES ................................3 Section 2.01 Representations, Covenants and Warranties of the City. .............................3 Section 2.02 Representations, Covenants and Warranties of the Authority. .................................................................................................................3 ARTICLE III TERM OF THE FINANCING AGREEMENT; PARCEL TAX PAYMENTS ........................................................................................................................4 Section 3.01 Term of the Financing Agreement. ..............................................................4 Section 3.02 Parcel Tax Payments. ...................................................................................4 Section 3.03 Absolute Obligation of the City. ..................................................................4 Section 3.04 Transfer to Pay Parcel Tax Payments. .........................................................5 Section 3.05 Payment on Non-Business Days ..................................................................5 ARTICLE IV DISCLAIMER OF WARRANTIES .........................................................................5 Section 4.01 Disclaimer of Warranties. ............................................................................5 ARTICLE V PLEDGE OF PARCEL TAX PAYMENTS AND ASSIGNMENT ..........................6 Section 5.01 Pledge and Assignment by the Authority. ...................................................6 Section 5.02 No Assignment by the City. .........................................................................6 ARTICLE VI EVENTS OF DEFAULT AND REMEDIES ...........................................................6 Section 6.01 Events of Default Defined. ..........................................................................6 Section 6.02 Remedies on Default. ...................................................................................7 Section 6.03 No Remedy Exclusive..................................................................................7 Section 6.04 No Additional Waiver Implied by One Waiver. ..........................................7 09960.00000\43193312.2
ii
Section 6.05 Trustee and Certificate Holders to Exercise Rights. ....................................7 ARTICLE VII MISCELLANEOUS ................................................................................................7 Section 7.01 Notices. ........................................................................................................7 Section 7.02 Binding Effect. .............................................................................................8 Section 7.03 Severability. .................................................................................................8 Section 7.04 Amendments, Changes and Modifications. .................................................8 Section 7.05 Further Assurances and Corrective Instruments. .........................................8 Section 7.06 Execution in Counterparts............................................................................8 Section 7.07 Applicable Law. ...........................................................................................8 Section 7.08 Authority and City Representatives. ............................................................8 Section 7.09 Captions. ......................................................................................................9 09960.00000\43193312.2
This Financing Agreement is entered into as of [DATE] (the “Agreement”), by and between the SANTA FE SPRINGS PUBLIC FINANCING AUTHORITY, a joint powers authority duly formed and validly existing under the laws of the State of California (“Authority”) and the CITY OF SANTA FE SPRINGS, a general law city, duly organized and validly existing under the laws of the State of California (“City”).

RECITALS:

NOW THEREFORE, in consideration of the foregoing and the mutual covenants and conditions set forth herein, the parties agree as follows:

ARTICLE I

DEFINITIONS
Section 1.01 Definitions. Unless the context otherwise requires, the terms defined in this Section shall, for all purposes of this Agreement and of any certificate, opinion, or other document herein mentioned, have the meanings herein specified, to be equally applicable to both the singular and plural forms of any of the terms herein defined. Unless otherwise defined in this Agreement, all terms used herein shall have the meanings assigned to such terms in the Indenture. 09960.00000\43193312.2
2 “Additional Costs” shall mean any and all costs, expenses and fees payable by the Authority relating to the Bonds other than the principal of, premium, if any, and interest thereon, including the costs of issuing the Bonds and Trustee fees. “Authority” shall mean the Santa Fe Springs Public Financing Authority, a joint powers authority organized and existing under the Act and any successor thereto. “Authority Representative” shall mean the Chair, Vice Chair, or Executive Director, or any other person designated as an Authority Representative by a Written Certificate of the Authority signed by the Executive Director and filed with the Trustee. “Bonds” shall mean revenue bonds issued under the Indenture, including the Santa Fe Springs Public Financing Authority 2025 Special Parcel Tax Revenue Bonds (Santa Fe Springs Road Improvements).
“Business Day” shall mean a day which is not a Saturday, Sunday, or legal holiday on which banking institutions in the State of California are closed. “City” shall mean the City of Santa Fe Springs, a public body, corporate and politic, duly organized and validly existing under the laws of the State of California, including its successors. “City Representative” shall mean the Mayor, City Manager, Finance Director or by any such officials’ duly appointed designee, or by any other officer of the City duly authorized by the City Council of the City for that purpose.
“Closing Date” shall mean the date when the Authority delivers the Bonds to the initial purchaser thereof.
“Indenture” shall mean that certain Indenture of Trust, dated as of [DATE], by and between the Authority and the Trustee.
“Measure SFS” shall mean the Ordinance of the City of Santa Fe Springs to enact a special parcel tax for roads, approved by the voters of the City at the November 5, 2024 election. “Parcel Tax” shall mean the special parcel tax on each taxable parcel of real property in the City, which was approved by at least two-thirds of the voters of the City at the November 5, 2024 election.
“Parcel Tax Payments” shall mean the payments by the City described in Section 3.02 hereof.
“Parcel Tax Payment Date” shall mean each [November 15 and May 15]. “Parcel Tax Revenues” shall mean the annual amounts collected by the County on behalf of the City from the Parcel Tax.
“Project” means certain road improvements and related infrastructure. 09960.00000\43193312.2
3 “State” means the State of California.
“Trustee” shall mean U.S. Bank Trust Company, National Association, as trustee under the Indenture, including its successors.

ARTICLE II

REPRESENTATIONS, COVENANTS AND WARRANTIES
Section 2.01 Representations, Covenants and Warranties of the City. The City represents, covenants and warrants to the Authority as follows:
(a) Duly Organized and In Existence. The City is a general law city, duly organized and validly existing under the laws of the State of California. (b) Authorization. The City has full legal power and authority to enter into this Agreement and to enter into the transactions contemplated by and to carry out its obligations under each of the aforesaid agreements, and the City has duly authorized and executed each of the aforesaid agreements in accordance with the laws of the State of California.
(c) No Violations. Neither the execution and delivery of this Agreement, nor the fulfillment of or compliance with the terms and conditions hereof, nor the consummation of the transactions contemplated hereby, conflict with or result in a breach of the terms, conditions or provisions of any restriction or any agreement or instrument to which the City is now a party or by which the City is bound or constitutes a default under any of the foregoing.

Section 2.02 Representations, Covenants and Warranties of the Authority. The Authority represents, covenants and warrants to the City as follows:
(a) Due Organization and Existence. The Authority is a joint powers authority duly organized, existing and in good standing under and by virtue of the laws of the State of California; has power to enter into this Agreement and the Indenture and to carry out its obligations under this Agreement and the Indenture; is possessed of full power to undertake the financing of the Project through the issuance of the Bonds; and has duly authorized the execution and delivery of all of the aforesaid agreements. (b) No Encumbrances. The Authority has not pledged and will not pledge the Parcel Tax Payments or other amounts derived under this Agreement, except as provided under the terms of this Agreement and the Indenture.
(c) No Violations. Neither the execution and delivery of this Agreement or the Indenture, nor the fulfillment of or compliance with the terms and conditions hereof or thereof, nor the consummation of the transactions contemplated hereby or thereby, conflicts with or results in a breach of the terms, conditions or provisions of any restriction or any agreement, instrument, regulation or law to which the Authority is now a party or by which the Authority is bound, or constitutes a default under any of the foregoing. 09960.00000\43193312.2
4 (d) No Assignment. Except as provided herein and in the Indenture, the Authority will not assign this Agreement, its right to receive Parcel Tax Payments from the City or its duties and obligations hereunder to any other person, firm or corporation so as to impair or violate the representations, covenants and warranties contained in this Section 2.02.

ARTICLE III
TERM OF THE FINANCING AGREEMENT;

PARCEL TAX PAYMENTS
Section 3.01 Term of the Financing Agreement. The term of this Agreement shall commence as of the date hereof and shall terminate on [DATE] unless such term is extended or sooner terminated as hereinafter provided. If on [DATE], the Indenture shall not be discharged by its terms or the Authority has incurred liabilities with respect to the Bonds which have not been satisfied, then the term of this Agreement shall be extended until the Indenture shall be discharged by its terms or such liabilities have been satisfied, as applicable. If prior to [DATE] the Indenture shall be discharged by its terms and all liabilities of the Authority relating to the Bonds have been satisfied, the term of this Agreement shall end on the date of such discharge or satisfaction, as applicable.

Section 3.02 Parcel Tax Payments.
(a) Obligation to Pay. The City agrees to pay to the Authority, its successors and assigns, as consideration for providing financing for the Project, the Parcel Tax Payments on the Parcel Tax Payment Dates subject to Section 3.05 hereof and in the amounts specified in Section 3.04 hereof. The Parcel Tax Payments shall be payable solely from the Parcel Tax Revenues.
(b) Assignment. The City understands and agrees that the Authority has assigned its right, title and interest in this Agreement to the Trustee pursuant to the Indenture for the benefit of the Holders of the Bonds and the City assents to such assignment. The Authority hereby directs the City, and the City hereby agrees, to pay to the Trustee at the Trustee’s corporate trust office in San Francisco, California, or to the Trustee at such other place as the Trustee shall direct in writing, all payments payable by the City pursuant to this Section 3.02 and Section 3.04 hereof. The Authority hereby acknowledges it will be solely responsible for any continuing disclosure undertaking required for the Bonds.
(e) Pledge. To secure the prompt and complete payment of the Parcel Tax Payments when due and the principal of and interest on the Bonds and the performance by the City of all of its covenants and obligations under this Agreement, the City hereby pledges to the Authority and the Trustee (and their successors and assigns) for the benefit of the Bondholders and grants a security interest in all of the right and title to and interest in all Parcel Tax Revenues received by the City whether now owned or hereafter acquired.

Section 3.03 Absolute Obligation of the City. The obligations of the City to make the Parcel Tax Payments and to perform and observe the other agreements contained herein shall be 09960.00000\43193312.2
5 absolute and shall not be subject to any defense or any right of setoff, counterclaim or recoupment arising out of any breach by the City, the Authority or the Trustee of any obligation to the City or otherwise with respect to the Project, whether hereunder or otherwise, or out of indebtedness or liability at any time owing to the City by the Authority or the Trustee. Until such time as all of the Parcel Tax Payments shall have been fully paid or prepaid, the City (a) will not suspend, abate, or discontinue any payments provided for in Sections 3.02 or 3.04 hereof, (b) will perform and observe all other agreements contained in this Agreement, and (c) will not terminate the term of this Agreement for any cause, including, without limiting the generality of the foregoing, the occurrence of any act or circumstance that may constitute failure of consideration, failure to complete construction of the Project, a failure by any party to any agreement relating to the receipt of Parcel Tax Revenues by the City to honor its obligations thereunder, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the State of California or any political subdivision of either thereof or any failure by the Authority or the Trustee to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with the Indenture or this Agreement. Notwithstanding the foregoing, the City does not guarantee Parcel Taxes collected will be sufficient to pay debt service on the Bonds nor does the City guarantee that the voters of the City will not, by initiative, reduce or attempt to reduce the annual levy of the Parcel Tax below the amount required to pay debt service on the Bonds. Notwithstanding the foregoing, should any court suspend, enjoin, or otherwise prohibit the collection or distribution of the Parcel Tax, the City shall not be required to make Parcel Tax Payments.

Nothing contained in this Section 3.03 shall be construed to release the Authority from the performance of any of the agreements on its part herein contained, and in the event the Authority shall fail to perform any such agreements on its part, the City may institute such action against the Authority as the City may deem necessary to compel performance so long as such action does not abrogate the obligations of the City contained in the first sentence of the preceding paragraph.

Section 3.04 Transfer to Pay Parcel Tax Payments. In order to provide for the payment of the principal of and interest on the Bonds and all Additional Costs when due, the City shall transfer to the Trustee on each Parcel Tax Payment Date for deposit into the Revenue Fund all Parcel Tax Revenues.

Section 3.05 Payment on Non-Business Days In the event any Parcel Tax Payment Date is required to be made hereunder on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day.

ARTICLE IV

DISCLAIMER OF WARRANTIES
Section 4.01 Disclaimer of Warranties. The City and the Trustee make no warranty or representation, either express or implied, as to the value, design, condition, merchantability or fitness for any particular purpose or fitness for the use contemplated by the Project, or any other representation or warranty with respect to the Project. In no event shall the City and the Trustee 09960.00000\43193312.2
6 be liable for incidental, indirect, special or consequential damages, in connection with or arising out of this Agreement or the Indenture for the existence, furnishing or functioning of the Project.

ARTICLE V

PLEDGE OF PARCEL TAX PAYMENTS AND ASSIGNMENT
Section 5.01 Pledge and Assignment by the Authority. The Authority’s right, title and interest in this Agreement, including the right to receive and enforce payment of the Parcel Tax Payments to be made by the City under this Agreement, but none of the Authority’s obligations, have been pledged and assigned to the Trustee by the Authority, except for the Authority’s rights to give approvals and consents hereunder subject to certain other exceptions, pursuant to the Indenture, to which pledge and assignment the City hereby consents. Except for the pledge and assignment pursuant to the Indenture, the Authority shall not assign or pledge this Agreement or its rights hereunder.

Section 5.02 No Assignment by the City. This Agreement may not be assigned by the City.

ARTICLE VI

EVENTS OF DEFAULT AND REMEDIES
Section 6.01 Events of Default Defined. The following shall be “Events of Default” under this Agreement and the terms “Event of Default” and “default” shall mean, whenever they are used in this Agreement, any one or more of the following events:
(a) failure by the City to pay any Parcel Tax Payment by the Parcel Tax Payment Date therefor and such default is not cured within fifteen (15) days; (b) failure by the City to observe and perform any material covenant, condition or agreement on its part to be observed or performed in this Agreement or the Indenture, other than as referred to in clause (a) of this Section 6.01, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied has been given to the City by the Authority, the Trustee or the Holders of not less than twenty-five percent (25%) in aggregate principal amount of Bonds then Outstanding; provided, however, if the failure stated in the notice cannot be corrected within the applicable period, the Authority, the Trustee or such Holders, as applicable, shall not unreasonably withhold their consent to an extension of such time if corrective action is instituted by the City within the applicable period and diligently pursued until the default is corrected; and (c) the filing by the City of 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 the approval by a court of competent jurisdiction of a petition filed with or without the consent of the City 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 under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction assumes custody or control of the City or of the whole or any substantial part of its property. 09960.00000\43193312.2
7 Section 6.02 Remedies on Default. Whenever any event of default referred to in Section 6.01 hereof shall have happened and be continuing, the Authority may, and in the event of the occurrence of an event of default specified in Section 6.01(a) or (c) hereof shall take whatever action at law or in equity as is necessary or desirable to collect the Parcel Tax Payments then due or thereafter to become due during the term of this Agreement, or enforce performance and observance of any obligation, agreement or covenant of the City under this Agreement.

Notwithstanding anything herein to the contrary, the Owners of a majority in aggregate principal amount of the Bonds then Outstanding shall have the right to control all remedies for default hereunder.

Section 6.03 No Remedy Exclusive. No remedy herein conferred upon or reserved to the Authority is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Authority to exercise any remedy reserved to it in this Article VI, it shall not be necessary to give any notice, other than such notice as may be required in this Article VI or by law.

Section 6.04 No Additional Waiver Implied by One Waiver. In the event any agreement or covenant contained in this Agreement should be breached by either party and thereafter waived by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder.

Section 6.05 Trustee and Certificate Holders to Exercise Rights. Such rights and remedies as are given to the Authority under this Article VI have been assigned by the Authority to the Trustee under the Indenture, to which assignment the City hereby consents. Such rights and remedies shall be exercised by the Trustee and the Owners of the Bonds as provided in the Indenture. The Trustee shall be deemed a third-party beneficiary under this Agreement.

ARTICLE VII

MISCELLANEOUS
Section 7.01 Notices. All notices, Bonds or other communications hereunder shall be sufficient when given and shall be deemed to have been received (except for notices to the Trustee, which shall be deemed effective upon actual receipt thereof) 48 hours after deposit in the United States mail with postage fully prepaid:

If to the Authority: Santa Fe Springs Public Financing Authority 11710 E. Telegraph Road
Santa Fe Springs, CA 90670
Attention: Executive Director
09960.00000\43193312.2
8 If to the City: City of Santa Fe Springs
11710 E. Telegraph Road
Santa Fe Springs, CA 90670
Attention: City Manager
If to the Trustee: U.S. Bank Trust Company, National Association 633 W. 5th Street, 24th Floor
Los Angeles, California 90071
Attention: Global Corporate Trust Services
The Authority, the Trustee, and the City, by notice given hereunder, may designate different addresses to which subsequent notices, Bonds or other communications will be sent.

Section 7.02 Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon the Authority and the City and their respective successors and assigns, including any successors and assigns of the City succeeding to the functions of the City.

Section 7.03 Severability. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof.

Section 7.04 Amendments, Changes and Modifications. This Agreement may be amended or any of its terms modified by written instrument signed by the City and the Authority and without the prior written consent of the majority Bond Owners in order to effectuate amendments to this Agreement of the type described in Section 2.10 and Section 9.01(b) (i) through (vi) of the Indenture. All other amendments or modifications to this Agreement shall be by written instrument signed by the City and the Authority with the prior written consent of the majority Bond Owners. No amendment to this Agreement shall be effective unless notice of the proposed amendment has been provided to the Bondholders at least 30 days prior to the proposed effective date of the amendment.

Section 7.05 Further Assurances and Corrective Instruments. The Authority and the City agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for carrying out the expressed intention of this Agreement.

Section 7.06 Execution in Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

Section 7.07 Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

Section 7.08 Authority and City Representatives. Whenever under the provisions of this Agreement the approval of the Authority or the City is required, or the Authority or the City is required to take some action at the request of the other, such approval or such request shall be given for the Authority by a Authority Representative and for the City by a City Representative, and any party hereto shall be authorized to rely upon any such approval or request. 09960.00000\43193312.2
9 Section 7.09 Captions. The captions or headings in this Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provision, Article or Section of this Agreement.
09960.00000\43193312.2
10 IN WITNESS WHEREOF, the Authority has caused this Financing Agreement to be executed in its corporate name by its duly authorized officer; and the City has caused this Financing Agreement to be executed in its name by its duly authorized officer as of the date first above written.

SANTA FE SPRINGS PUBLIC FINANCING

AUTHORITY
By:

Executive Officer

CITY OF SANTA FE SPRINGS
By:

City Manager
PRELIMINARY OFFICIAL STATEMENT DATED APRIL ____, 2025
NEW ISSUE – BOOK-ENTRY ONLY Rating: Moody’s: “[___]”
See “Rating” herein.

In the opinion of Best Best & Krieger LLP, Los Angeles, California (“Bond Counsel”), subject, however, to certain qualifications described in this Official Statement, under existing statutes, regulations, rulings and judicial decisions, and assuming certain representations and compliance with certain covenants and requirements described herein, the interest on the Bonds is excluded from gross income for federal income tax purposes, and interest on the Bonds is not an item of tax preference for purposes of calculating the federal alternative minimum tax imposed on individuals and corporations; however, interest on the Bonds is taken into account in determining the annual adjusted financial statement income of certain corporations for the purpose of computing the alternative minimum tax imposed on certain corporations. In the further opinion of Bond Counsel, interest on the Bonds is exempt from California personal income tax. See “TAX MATTERS” herein.
$[PAR AMOUNT]*

SANTA FE SPRINGS PUBLIC FINANCING AUTHORITY
2025 SPECIAL PARCEL TAX REVENUE BONDS
(SANTA FE SPRINGS ROAD IMPROVEMENTS)
Dated: Date of Delivery Due: June 1, as shown below
The Santa Fe Springs Public Financing Authority (the “Authority”) 2025 Special Parcel Tax Revenue Bonds (the “Bonds”) are being issued to provide funds to (i) finance the costs of public capital improvements for the purpose of maintaining and repairing the roads in the City of Santa Fe Springs (the “City”), (ii) [provide a debt service reserve for the Bonds through the purchase of a reserve policy], and (iii) pay costs of issuance of the Bonds. See “THE PROJECT AND THE PLAN OF FINANCE” herein. The Bonds will be issued and secured pursuant to the terms of that certain Indenture of Trust, dated as of [DATE] (the “Indenture”), by and between the Authority and U.S. Bank Trust Company, National Association(the “Trustee”). [Concurrently with the issuance of the Bonds, [RESERVE INSURER] will issue its Municipal Bond Debt Service Reserve Insurance Policy relating to the Bonds.] Interest on the Bonds, which is payable semiannually on each June 1 and December 1, commencing December 1, 2025, and the principal thereof are payable by the Trustee to Cede & Co., and such interest and principal payments are to be disbursed to the beneficial owners of the Bonds through their nominees. The Bonds are issuable in fully registered form and when issued will be registered in the name of Cede & Co., as nominee of The Depository Trust Company. Individual purchases will be made in principal amounts of $5,000 and integral multiples thereof and will be in bookentry form only. Purchasers of the Bonds will not receive certificates representing their beneficial ownership in the Bonds but will receive credit balances on the books of their respective nominees. The Bonds are subject to redemption prior to maturity and purchase in lieu of redemption as more fully described herein. See “THE BONDS.”
The Bonds are special obligations of the Authority payable solely from, and are secured by a first and prior lien on, Revenues of the Authority. “Revenues” generally consist of revenues from a special parcel tax (the “Parcel Tax,” and the revenues from such Parcel Tax herein being referred to as the “Parcel Tax Revenues”) levied and collected on each taxable parcel of commercial, industrial and vacant real property within the City of Santa Fe Springs (“City”). The Parcel Tax was authorized by Measure SFS approved by the voters of the City at the November 5, 2024 election (“Measure SFS”).

Additional bonds secured by the Revenues on a parity with or subordinate to the Bonds may be issued in the future. See “SECURITY FOR THE BONDS” and “PARCEL TAX AND RELATED INFORMATION.”
Neither the full faith and credit nor the taxing power of the State of California (the “State”) or any public agency thereof or the Authority or any Member of the Authority (including the City) is pledged to the payment of the Bonds, except for the Parcel Tax to be levied by the City and pledged to pay the Bonds. The Bonds do not constitute a debt, liability or obligation of the State or any public agency thereof (other than a special obligation of the Authority payable solely from the Measure SFS Parcel Tax Revenues) or any Member of the Authority (including the City), and neither the directors or officers of the Authority nor any persons executing the Bonds are liable personally on the Bonds by reason of their issuance. The Authority has no taxing power.

Maturity Schedule
$[PAR AMOUNT] Serial Bonds
Maturity
(June 1)
Principal
Amount
Interest
Rate Yield
CUSIP†
(Base:
[_____])
Maturity
(June 1)
Principal
Amount
Interest
Rate Yield
CUSIP†
(Base:
[_____])
This cover page contains certain information for general reference only. It is not intended to be a summary of the security or terms of the Bonds. Investors are advised to read the entire Official Statement to obtain information essential to the making of an informed investment decision. Capitalized terms used but not defined on this cover page will have the meanings set forth herein.

The Bonds are offered when, as and if delivered and received by the Underwriter, subject to the approval as to their legality by Best Best & Krieger LLP, Los Angeles, California, Bond and Disclosure Counsel and certain other conditions. Certain legal matters will be passed upon by general counsel to the Authority by Olivarez Madruga Law Organization, LLP, and for the Underwriter by its counsel, Kutak Rock LLP.

It is anticipated that the Bonds will be available for delivery through the facilities of The Depository Trust Company on or about [DATE].

Cabrera Capital Markets, LLC
Dated: [DATE].
*
Preliminary, subject to change,
†
CUSIP® is a registered trademark of the American Bankers Association. CUSIP Global Services (CGS) is managed on behalf of the American Bankers Association by FactSet Research Systems Inc. Copyright© 2025 CUSIP Global Services. All rights reserved. CUSIP® data herein is provided by CUSIP Global Services. This data is not intended to create a database and does not serve in any way as a substitute for the CGS database. CUSIP® numbers are provided for convenience of reference only. None of the School District, the District, the Underwriter or their agents or counsel are responsible for the selection or uses of these CUSIP numbers, and no representation is made as to their correctness on the applicable Bonds or as included herein. The CUSIP number for a specific maturity is subject to being changed after the issuance of the Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of certain maturities of the Bonds. This Preliminary Official Statement and the information contained herein are subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted prior to the time the Official Statement is delivered in final form. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

No broker, dealer, salesman or other person has been authorized by the Underwriter, the Authority or the Trustee to give any information or to make any representations other than those contained in this Official Statement in connection with the offering made hereby and, if given or made, such information or representations must not be relied upon as having been authorized by the Authority. Neither the delivery of this Official Statement nor any sale hereunder shall under any circumstances create any implication that there has been no change in the affairs of the Authority since the date hereof. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Bonds in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information contained in this Official Statement has been obtained from the Authority and other sources believed by the Authority to be reliable.

Certain statements included or incorporated by reference in this Official Statement constitute “forward-looking statements.” Such statements are generally identifiable by the terminology used such as “plan,” “expect,” “estimate,” “budget” or other similar words. The achievement of certain results or other expectations contained in such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements described to be materially different from any future results, performance or achievements expressed or implied by such forwardlooking statements. The Authority does not plan to issue any updates or revisions to those forward-looking statements if or when its expectations, or events, conditions or circumstances on which such statements are based occur.

In reliance upon exemptions contained in such acts, the Bonds have not been registered under the Securities Act of 1933, as amended in reliance upon an exemption contained in such Act, nor has the Indenture been qualified under the Trust Indenture Act of 1939, as amended. The registration or qualification of the Bonds in accordance with applicable provisions of securities laws of any state in which the Bonds have been registered or qualified and the exemption from registration or qualification in other states cannot be regarded as a recommendation. Neither those states nor any of their agencies have passed upon the merits of the Bonds or the accuracy or completeness of this Official Statement.

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.

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

Statements contained in this Official Statement which involve estimates, forecasts or opinions, whether or not expressly so described herein, are intended solely as such and are not to be construed as a representation of facts.

IN CONNECTION WITH THE OFFERING OF THE CERTIFICATES, THE

UNDERWRITER MAY OVERALLOT OR EFFECT TRANSACTIONS THAT MAY STABILIZE

OR MAINTAIN THE MARKET PRICE OF SUCH CERTIFICATES AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF

COMMENCED, MAY BE DISCONTINUED AT ANY TIME
The City maintains a website. The information presented on such website is not incorporated by reference as part of this Official Statement and should not be relied upon in making investment decisions with respect to the Bonds. Various other websites referred to in this Official Statement also are not incorporated herein by such references.

SANTA FE SPRINGS PUBLIC FINANCING AUTHORITY

CITY COUNCIL AND BOARD OF DIRECTORS
William K. Rounds, Mayor/Chairperson
Joe Angel Zamora, Mayor Pro Tem/Vice Chairperson
Annette Rodriguez, Councilmember/Board Member
Juanita Martin, Councilmember/Board Member
John M. Mora, Councilmember/Board Member

AUTHORITY STAFF
René Bobadilla, P.E., Executive Director
Lana Dich, Treasurer
Rick R. Olivarez, General Counsel

BOND AND DISCLOSURE COUNSEL
Best Best & Krieger LLP
Los Angeles, California

MUNICIPAL ADVISOR
Kosmont Financial Services, LLC
Manhattan Beach, California

TRUSTEE
U.S. Bank Trust Company, National Association
Los Angeles, California
Table of Contents
INTRODUCTION ............................................. 1 General ........................................................ 1 The Authority .............................................. 1 Plan of Financing ......................................... 1 Security for the Bonds ................................. 1 Redemption ................................................. 2 Continuing Disclosure ................................. 2 THE AUTHORITY ........................................... 3 General ........................................................ 3

THE PROJECT AND THE PLAN OF
FINANCE ....................................................... 3 SOURCES AND USES OF FUNDS ................. 4
THE BONDS ..................................................... 4 Book-Entry Only System ............................ 4
Optional Redemption .................................. 5 Purchase in Lieu of Redemption ................. 5
Mandatory Sinking Fund
Redemption .............................................. 5 Selection of Bonds for Redemption ............ 5
Notice of Redemption ................................. 5 Effect of Notice of Redemption .................. 6

DEBT SERVICE SCHEDULE AND
DEBT SERVICE COVERAGE ..................... 7
Debt Service Coverage from Parcel
Tax ........................................................... 7 SECURITY FOR THE BONDS ........................ 7
Security under the Indenture ....................... 7
Financing Agreement .................................. 9 Additional Indebtedness .............................. 9

PARCEL TAX AND RELATED
INFORMATION .......................................... 10 Measure SFS .............................................. 10 Parcel Tax Levy and Collection ................ 12
Delinquencies; No Teeter Plan .................. 13
Direct and Overlapping Debt ..................... 13

CERTAIN RISKS OF BOND
OWNERS ..................................................... 14 General ...................................................... 14 Limited Special Obligations ...................... 14
Limitations on Remedies and
Bankruptcy ............................................. 14 Proposition 218 .......................................... 15 Earthquakes, Floods, Wildfires and
Other Natural Disasters .......................... 15
Concentration of Property
Ownership .............................................. 16 Levy and Collection of Taxes .................... 16
Direct and Overlapping
Indebtedness ........................................... 16 Investment Risk ......................................... 16 Secondary Market ..................................... 16 Bankruptcy ................................................ 17 Federal Tax-Exempt Status of the
Bonds ..................................................... 17 IRS Audit of Tax-Exempt Issues .............. 17
Cybersecurity ............................................ 17 Risks Relating to Tax-Exempt
Status of the Bonds ................................ 17 LEGAL MATTERS ........................................ 18 UNDERWRITING .......................................... 18 LITIGATION .................................................. 19 TAX MATTERS ............................................. 19 General ...................................................... 19 Changes in Federal and State Tax
Law ........................................................ 21 MUNICIPAL ADVISOR ................................ 21
FINANCIAL STATEMENTS ......................... 21
CONTINUING DISCLOSURE ....................... 21
RATING .......................................................... 22 MISCELLANEOUS ........................................ 22

APPENDIX A DEMOGRAPHIC

INFORMATION REGARDING THE
CITY OF SANTA FE SPRINGS ................... 1

APPENDIX B AUDITED

FINANCIAL STATEMENTS
ENDED [JUNE 30, 2024] .............................. 1

OF THE CITY OF SANTA FE
SPRINGS ....................................................... 1

APPENDIX C SUMMARY OF

CERTAIN PROVISIONS OF
PRINCIPAL LEGAL DOCUMENTS ........... 1

APPENDIX D FORM OF BOND
COUNSEL OPINION .................................... 1

APPENDIX E INFORMATION

CONCERNING DTC AND THE
BOOK-ENTRY SYSTEM ............................. 1

APPENDIX F FORM OF

CONTINUING DISCLOSURE
AGREEMENT ............................................... 1

MAP OF SANTA FE SPRINGS
1 $[PAR AMOUNT]*

SANTA FE SPRINGS PUBLIC FINANCING AUTHORITY
2025 SPECIAL PARCEL TAX REVENUE BONDS

INTRODUCTION
General
This Official Statement, including the cover page and all appendices hereto, provides certain information concerning the sale and delivery of the Santa Fe Springs Public Financing Authority 2025 Special Parcel Tax Revenue Bonds (the “Bonds”). Descriptions and summaries of various documents hereinafter set forth do not purport to be comprehensive or definitive, and reference is made to each document for complete details of all terms and conditions. All statements herein are qualified in their entirety by reference to each document. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in APPENDIX C – “SUMMARY OF CERTAIN PROVISIONS OF PRINCIPAL LEGAL DOCUMENTS” hereto. This Introduction is subject in all respects to the more complete information contained in this Official Statement, and the offering of the Bonds to potential investors is made only by means of the entire Official Statement.

The Bonds are being issued pursuant to that certain Indenture of Trust, dated as of [DATE] (the “Indenture”), by and between the Santa Fe Springs Public Financing Authority (the “Authority”) and U.S.

Bank Trust Company, National Association (the “Trustee”), as trustee, and are authorized pursuant to Articles 1 through 4 (commencing with Section 6500) of Chapter 5, Division 7, Title I of the California Government Code (the “Law”).

The Authority
The Authority is a joint exercise of powers agency created on August 24, 1989 pursuant to the California Government Code and that certain Joint Powers Agreement, as amended, by and between the City and the City of Santa Fe Springs Housing Authority (each, a “Member” and collectively, the “Members”). The Authority’s purpose is to provide, through the issuance of debt, financing for public capital improvements. For more information regarding the Authority, see “THE AUTHORITY” herein.

For demographic information on the City, see APPENDIX A – “DEMOGRAPHIC INFORMATION REGARDING THE CITY OF SANTA FE SPRINGS” attached hereto. For information on the Project, see “THE PROJECT AND THE PLAN OF FINANCE” herein.

Plan of Financing
Proceeds of the Bonds will be used to provide funds to (i) finance the costs of public capital improvements for the purpose of maintaining and repairing the roads in the City of Santa Fe Springs, (ii) [provide a debt service reserve for the Bonds through the purchase of a reserve policy], and (iii) pay costs of issuance of the Bonds. See “THE PROJECT AND THE PLAN OF FINANCE” herein.

Security for the Bonds
Parcel Taxes. The Bonds will be issued and secured pursuant to the terms of the Indenture. The Bonds are special obligations of the Authority payable solely from, and are secured by a first and prior lien on, Revenues of the Authority. “Revenues” generally consist of revenues from a special parcel tax (the * Preliminary, subject to change.
2 “Parcel Tax,” and the revenues from such Parcel Tax herein being referred to as the “Parcel Tax Revenues”) levied and collected by the County on each taxable parcel of commercial, industrial and vacant real property within the City. The Parcel Tax was authorized by Measure SFS approved by the voters of the City at the November 5, 2024 election (“Measure SFS”). See “SECURITY FOR THE BONDS” and “PARCEL TAX AND RELATED INFORMATION.”
Pursuant to that certain Financing Agreement, dated as of [DATE] (the “Financing Agreement”), by and between the City and the Authority, the City will make payments from Parcel Tax Revenues (the “Parcel Tax Payments”) to the Trustee, as assignee of the Authority, on or about [November 15 and May 15] of each year (each, a “Parcel Tax Payment Date”). Parcel Tax Payments received by the Trustee will be used to pay principal and interest on the Bonds as they become due, and any costs, expenses and fees payable by the Authority relating to the Bonds (“Additional Costs”). Additional bonds secured by the Revenues on a parity with or subordinate to the Bonds may be issued in the future. Parcel Tax Revenues received by the Trustee in excess of the amount needed to pay the debt service on the Bonds will be transferred to the City for any legal use thereof. See “SECURITY FOR THE BONDS – Security under the Indenture,” “– Financing Agreement” and “– Additional Indebtedness.” No Reserve Fund. The Authority has not established a debt service reserve fund for the Bonds.

Neither the full faith and credit nor the taxing power of the State of California (the “State”) or any public agency thereof or the Authority or any Member of the Authority (including the City) is pledged to the payment of the Bonds, except for the Parcel Tax to be levied by the City and which are pledged to pay the Bonds. The Bonds do not constitute a debt, liability or obligation of the State or any public agency thereof (other than a special obligation of the Authority payable solely from the Revenues) or any Member of the Authority (including the City), and neither the directors or officers of the Authority nor any persons executing the Bonds are liable personally on the Bonds by reason of their issuance. The Authority has no taxing power.

Redemption
The Bonds are subject to redemption prior to maturity and purchase in lieu of redemption as described herein. See “THE BONDS” herein.

Continuing Disclosure
The Authority will covenant in a Continuing Disclosure Agreement to provide certain financial information and notices of certain enumerated events. Such information and notices will be filed by [_____], as Dissemination Agent, on behalf of the Authority with the Municipal Securities Rulemaking Board through the Electronic Municipal Market Access system (“EMMA”). The Authority will be solely responsible for any continuing disclosure to Bondholders. For more information concerning continuing disclosure, see “CONTINUING DISCLOSURE” and APPENDIX F – “FORM OF CONTINUING DISCLOSURE AGREEMENT” attached hereto.

The Authority and the City regularly prepare a variety of reports, including audits, budgets and related documents. Any interested person may obtain a copy of certain reports, as available, from the Authority and the City. Such information is not incorporated herein by reference. 3 THE AUTHORITY
General
The Authority is a joint exercise of powers authority duly organized and operating pursuant to Article 1 (commencing with Section 6500) of Chapter 5, Division 7, Title I of the California Government Code, and pursuant to that certain Joint Powers Agreement, dated August 24, 1989 (as amended, the “JPA Agreement”), by and between the City and the City of Santa Fe Springs Housing Authority. The Authority is authorized to issue the Bonds under the Law. The Authority’s purpose is to provide, through the issuance of debt, financing for public capital improvements.

The Authority is governed by a five-member Board which consists of all members of the City Council. The Mayor serves as the Chairperson of the Authority. The City Manager acts as the Executive Director, the City Clerk acts as the Secretary, the Finance Director acts as the Treasurer of the Authority.

Brief biographies of the Executive Director and the Treasurer follow:

René Bobadilla, P.E., Executive Director. Mr. Bobadilla has served over 28 years in local government including almost 12 years of service to local communities as a City Manager. Mr. Bobadilla’s extensive background in local government led him to oversee several City organizations where he has held the position of City Manager, most recently, the City of Montebello since July of 2019, Pico Rivera from 2014 to 2018, Huntington Park from 2012 to 2014, and El Monte from 2009 to 2012.

Prior to his role as a City Manager, Mr. Bobadilla served in various executive roles, where he demonstrated the ability to strengthen core municipal services through improvements in the delivery of responsive services to customers. Mr. Bobadilla served as the Director of Economic Development and Sustainability for the City of Commerce and prior to serving as the City Manager of El Monte, he was the Director of Public Works, where he managed large capital projects.

Mr. Bobadilla is a registered civil engineer and his earlier career from 1994 to 2009 he worked in both private and public capacities directly related to engineering and management. He continues to use his extensive engineering experience to improve public infrastructure, economic development and municipal operations. He holds a Master of Public Administration from Villanova University and a Bachelor of Science in Civil Engineering from California State Polytechnic University.

Lana Dich, Treasurer. [BIO TO COME].

The City’s financial statements for the fiscal year ended June 30, 2024 are attached hereto as APPENDIX B.

THE PROJECT AND THE PLAN OF FINANCE
A portion of the proceeds of the Bonds will be used to finance various road improvements through the City limits. [DESCRIBE THE NATURE OF THE ROAD IMPROVEMENTS].

See “SOURCES AND USES OF FUNDS” and “PARCEL TAX AND RELATED INFORMATION – Measure SFS.”
4 SOURCES AND USES OF FUNDS
The following table sets forth the sources and uses of funds relating to the Bonds.

Sources:

Principal Amount of Bonds............................................................................................ [Plus] [net] Original Issue Premium...............................................................................

Total Sources ...........................................................................................................

Uses:

Deposit to Project Fund..................................................................................................

Costs of Issuance(1).........................................................................................................

Total Uses................................................................................................................ ____________________
(1) Includes legal costs, Trustee fees, Underwriter’s discount, fees of the Municipal Advisor, printing costs, [Reserve Policy premium] and certain other legal and financing expenses.

THE BONDS
The Bonds will be dated the date of delivery and will be payable in the years and amounts and bear interest at the respective rates set forth on the cover page hereof, which interest will be payable on June 1 and December 1 of each year, commencing December 1, 2025 (each, an “Interest Payment Date”). The Bonds will be delivered only in fully registered form and, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). DTC will act as securities depository for the Bonds. Ownership interests in the Bonds may be purchased in book-entry form only in denominations of $5,000 or any integral multiple thereof. See “ – Book-Entry Only System” below and APPENDIX E – “INFORMATION CONCERNING DTC AND THE BOOK-ENTRY SYSTEM” attached hereto.

Book-Entry Only System
One fully-registered Bond will be issued for each maturity of the Bonds in the principal amount of the Bonds of such maturity. The Bonds will be registered in the name of Cede & Co. and will be deposited with DTC. The Authority may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, Bonds will be printed and delivered and will be governed by the provisions of the Indenture with respect to payment of principal and interest and rights of exchange and transfer.

There can be no assurance that DTC participants or others will distribute payments with respect to the Bonds received by DTC or its nominee as the registered Owner, or any prepayment or other notices, to the Beneficial Owners, or that they will do so on a timely basis, or that DTC will service and act in the manner described in this Official Statement. See APPENDIX E – “INFORMATION CONCERNING DTC AND THE BOOK-ENTRY SYSTEM” hereto for additional information concerning DTC. 5 Optional Redemption
The Bonds maturing on or before June 1, 20___, will not be subject to optional redemption prior to their respective stated maturities. The Bonds maturing on or after June 1, 20___, will be subject to optional redemption on any date on or after June 1, 20___, in whole or in part, at a redemption price equal to the principal amount thereof to be redeemed together with accrued interest to the redemption date, without a premium.

Purchase in Lieu of Redemption
In lieu, or partially in lieu, of such call and redemption, moneys of the Authority may be used to purchase Outstanding Bonds in the manner provided in the Indenture. Purchases of Outstanding Bonds may be made by the Authority prior to the selection of Bonds for redemption by the Trustee, at public or private sale as and when and at such prices as the Authority may in its discretion determine but only at prices (including brokerage or other expenses) of not more than par plus applicable accrued interest and redemption premiums, and any accrued interest payable upon the purchase of Bonds may be paid from the amount in the Revenue Fund for payment of interest on the following Interest Payment Date.

Mandatory Sinking Fund Redemption*
The Term Bonds maturing on June 1 in the years [___] are subject to mandatory sinking fund redemption on June 1 in each year as shown in the following tables, by lot, at a redemption price equal to the principal amount thereof, together with accrued interest to the date of redemption, without premium, as follows:

Sinking Fund Redemption Date
(June 1)
Principal Amount to be
Redeemed
$
†

†
Maturity.

Selection of Bonds for Redemption
Whenever provision is made in the Indenture for the redemption of less than all of the Bonds of the same maturity, the Trustee will select the Bonds of such maturity to be redeemed from all Bonds of such maturity not previously called for redemption, by lot in any manner which the Trustee in its sole discretion deems appropriate. For purposes of such selection, all Bonds will be deemed to be comprised of separate $5,000 denominations and such separate denominations will be treated as separate Bonds which may be separately redeemed.

Notice of Redemption
Pursuant to the Indenture, the Trustee is required to give notice (the “Redemption Notice”), at the expense of the Authority, of the redemption of the Bonds. Such Redemption Notice will specify: (a) the 
Preliminary; subject to change.
6 Bonds or designated portions thereof (in the case of redemption of the Bonds in part but not in whole) which are to be redeemed; (b) the date of redemption; (c) the place or places where the redemption will be made, including the name and address of any paying agent; (d) the redemption price; (e) the CUSIP numbers (if any) assigned to the Bonds to be redeemed; (f) if less than all the Bonds of a maturity are to be redeemed, the certificate numbers of the Bonds to be redeemed and, in the case of any Bond to be redeemed in part only, the amount of such Bond to be redeemed; and (g) the original issue date, interest rate and stated maturity date of each Bond to be redeemed in whole or in part. The Redemption Notice must also state that on the specified date there will become due and payable upon each Bond or portion thereof being redeemed the redemption price, together with interest accrued to the redemption date, and that from and after such date interest with respect to the Bond to be redeemed will cease to accrue and be payable. A Redemption Notice in respect of optional redemption will not be provided unless there has been deposited with the Trustee funds sufficient to pay such redemption price (except in the case of redemption resulting from the issuance of refunding obligations).

At least 30, but not more than 60, days prior to the redemption date, the Trustee will cause Redemption Notices to be given to the respective Owners of Bonds designated for redemption by first class mail, at their addresses appearing on the Bond Register maintained by the Trustee (or with respect to Bonds held by the Securities Depository, either via electronic means or by an express delivery service for delivery on the next following Business Day or by such other means as otherwise permitted or required by the Securities Depository’s procedures). Neither failure to receive any Redemption Notice nor any defect in such Redemption Notice so given will affect the sufficiency of the proceedings for the redemption of such Bonds.

The Authority has the right to rescind any optional redemption by written notice to the Trustee on or prior to the date fixed for redemption. Any such notice of optional redemption will be canceled and annulled if for any reason funds will not be or are not available on the date fixed for prepayment for the payment in full of the Bonds then called for redemption, and such cancellation will not constitute an Event of Default under the Indenture. The Authority and the Trustee have no liability to the Owners or any other party related to or arising from such rescission of redemption. The Trustee will mail notice of such rescission of redemption in the same manner as the original notice of redemption was sent.

Effect of Notice of Redemption
Notice having been mailed as described above, and moneys for the redemption (including the interest to the applicable date fixed for redemption and including any applicable premium), having been set aside in the Redemption Account established under the Indenture, the Bonds will become due and payable on said date, and, upon presentation and surrender thereof at the Office of the Trustee, said Bonds will be paid at the Redemption Price thereof, together with interest accrued and unpaid to said date.

If, on said date fixed for redemption, moneys for the redemption of all the Bonds to be redeemed, together with interest to said date, is held by the Trustee so as to be available therefor on such date, and, if notice of redemption thereof has been mailed as described above and not canceled, then, from and after said date, interest on said Bonds will cease to accrue and become payable. All moneys held by or on behalf of the Trustee for the redemption of Bonds will be held in trust for the account of the Owners of the Bonds so to be redeemed.

All Bonds paid at maturity or redeemed prior to maturity as described herein will be canceled upon surrender thereof and delivered to the Authority.
7 DEBT SERVICE SCHEDULE AND DEBT SERVICE COVERAGE
The following table shows the annual debt service requirements for the Bonds.

Period Ending
June 1 Principal Interest Total
Total
Debt Service Coverage from Parcel Tax
The following table reflects the scheduled debt service on the Bonds and the coverage from the levy of the Parcel Tax.

Period
Ending
June 1
Estimated
Parcel
Taxes
2025 Bonds Debt
Service
Total Debt
Service
Debt Service
Coverage

SECURITY FOR THE BONDS
Security under the Indenture
The Indenture provides that, subject only to certain specified exceptions, all of the Revenues received by the Authority (or the Trustee on the Authority’s behalf) and any other amounts (including proceeds of the sale of the Bonds) held in any fund or account established pursuant to the Indenture are pledged by the Authority to secure the payments of the principal of and interest on the Bonds. “Revenues” are defined under the Indenture as, during any fiscal period, the sum of the following amounts: (1) all amounts payable by the City pursuant to the Financing Agreement, (2) all Parcel Tax Revenues pledged to 8 the Authority and the Trustee by the City pursuant to the Financing Agreement, including the pledge of and security interest in such Parcel Tax Revenues granted to the Authority and the Trustee, and (3) all investment earnings on amounts held by the Trustee in the funds and account under the Indenture other than amounts deposited to the Rebate Fund. The Indenture states that this pledge constitutes a first lien on and security interest in such assets and that it will attach, be perfected and be valid and binding from and after delivery of the Bonds by the Trustee, upon the physical delivery thereof.

The Authority transfers in trust and assigns to the Trustee, for the benefit of the Owners from time to time of the Bonds, all of the Revenues. The Trustee is entitled to and will collect and receive all of the Revenues, and any Revenues collected or received by the Authority will be deemed to be held, and to have been collected or received, by the Authority and will forthwith be paid by the Authority to the Trustee. The Trustee is also entitled to and may take all steps, actions and proceedings reasonably necessary in its judgment, to enforce, either jointly with the Authority or separately, all of the rights of the Authority with respect to the Financing Agreement, including, but not limited to, the obligation of the City to pay the Parcel Tax Payments and to perform all other covenants under the Financing Agreement. All Parcel Tax Payments received by the City shall be deposited into the Revenue Fund (defined below) and distributed as described below.

To the extent the Trustee has not received a Parcel Tax Payment from the City on the applicable Parcel Tax Payment Date, the Trustee will notify the Authority of the amount of such deficiency. Upon receipt from the Authority of such deficiency, the Trustee will deposit such amounts in a special fund established under the Indenture and designated as the “Revenue Fund.” All Revenues are required to be promptly deposited into the Revenue Fund by the Trustee upon receipt thereof. The Trustee is required to transfer from the Revenue Fund and deposit into the following respective accounts (each of which the Trustee is required to establish and maintain in trust), the following amounts at the following times in the following order of priority, the requirements of each such account (including the making up of any deficiencies in any such account resulting from lack of Revenues sufficient to make any earlier required deposit) at the time of deposit to be satisfied before any transfer is made to any account subsequent in priority:
(a) On each Parcel Tax Payment Date, commencing on or about [DATE], the Trustee will deposit in the Interest Account an amount which, together with the amounts then on deposit therein, is required to cause the aggregate amount on deposit in the Interest Account to equal the amount then required to make any payment of interest on the Bonds. The Trustee will also deposit in the Interest Account any other moneys received by it from the Authority and designated in writing by the Authority for deposit in the Interest Account. (b) On or about May 15 of each year, commencing on or about May 15, 20[_], the Trustee will deposit in the Principal Account an amount which, together with the amounts then on deposit therein, is required to cause the aggregate amount on deposit in the Principal Account to equal the aggregate amount of principal then coming due and payable on the Bonds.

Following the foregoing transfers on each Parcel Tax Payment Date, the Trustee will deposit in the Surplus Account all remaining amounts. Amounts in the Surplus Account may be used by the Authority to pay or reimburse the payment of the reasonable costs and expenses incurred by the Authority to administer the Bonds (including reasonable fees and expenses of the Trustee) and for any other legal use thereof. 9 Financing Agreement
Revenues of the Authority pledged under the Indenture consist primarily of the Parcel Tax Revenues levied by the City and collected by the County on each taxable parcel of real property within the City pursuant to Measure SFS. Pursuant to the Financing Agreement, the City will make Parcel Tax Payments to the Trustee from Parcel Tax Revenues. Such Parcel Tax Payments will be in such amounts as will be sufficient to pay principal and interest on the Bonds as they become due, and any Additional Costs.

To secure the prompt and complete payment of the Parcel Tax Payments when due and the principal of and interest on the Bonds and the performance by the City of all of its covenants and obligations under the Financing Agreement, the City will pledge to the Authority and the Trustee (and their successors and assigns) for the benefit of the Bondholders and grants a security interest in all of the right and title to and interest in all Parcel Tax Revenues received by the City. The City does not pledge its full faith and credit to the payment of Parcel Tax Payments.

In order to provide for the payment of the principal of and interest on the Bonds and all Additional Costs when due, the City will transfer to the Trustee on each Parcel Tax Payment Date for deposit into the Revenue Fund all of the Parcel Tax Revenues. See “PARCEL TAX AND RELATED INFORMATION” for additional information on the collection and transfer of Parcel Tax Revenues.

Additional Indebtedness
Generally, the Authority may issue additional bonds secured by Revenues on a parity with the Bonds (the “Parity Bonds”), subject to the following conditions:
(a) The Financing Agreement will be amended or supplemented as permitted therein in order to provide funds for the payment of the principal of, redemption premium, if any and interest on the Parity Bonds, as well as any costs of the Authority relating to the Parity Bonds; (b) No Event of Default under the Indenture has occurred and then be continuing; (c) Revenues, calculated pursuant to generally accepted accounting principles, as shown by the audited financial statements of the Authority for the most recent Fiscal Year, amounts to at least 1.10 times the maximum annual debt service on the Outstanding Bonds, the Parity Bonds, and on all other Outstanding Parity Bonds coming due and payable in the most recent Fiscal Year; (d) Interest on such Parity Bonds will be payable on June 1 and December 1 in each year of the term of such Parity Bonds, and the principal of such Parity Bonds will be payable on June 1 in any year, as determined by the Authority, in which principal is payable; (e) An opinion of Bond Counsel delivered to the Trustee that the delivery of the Parity Bonds has been duly authorized by the Authority in accordance with the Indenture; that the Parity Bonds will be legally valid and binding limited obligations of the Authority; and that the issuance of such Parity Bonds will not in and of itself impair the exclusion for federal income tax purposes of interest on any Outstanding Bonds; and
(f) The Authority will deliver to the Trustee a certificate of the Authority certifying that the conditions precedent to the issuance of such Parity Bonds set forth herein have been satisfied.
10 The Authority may also issue obligations payable from Revenues on a subordinate basis (the “Subordinate Bonds”) to payment of Debt Service on the Bonds, provided the Authority complies with paragraphs (a), (b), (d), (e) and (f) above. See APPENDIX C – “SUMMARY OF CERTAIN PROVISIONS OF PRINCIPAL LEGAL DOCUMENTS – THE INDENTURE OF TRUST – Additional Contracts and Parity Bonds.”

PARCEL TAX AND RELATED INFORMATION
Measure SFS
The City Council placed on the November 5, 2024 general election a ballot a parcel tax measure for the purpose of maintaining and repairing the roads in the City of Santa Fe Springs. The ballot measure, Measure SFS, asked voters to decide whether the City Council should adopt an ordinance authorizing an annual parcel tax for 25 years based on land use of 7ȼ per square foot for commercial lots and 3.5ȼ per square foot for industrial and vacant lots, with public audits, expenditure reports, citizen oversight. On November 5, 2024, 76.72% of the voters approved Measure SFS. The annual parcel tax rate is subject to an automatic 2% escalator each year beginning in the 2026-27 tax year.

Under Measure SFS, the term “parcel” means a parcel of property as shown on the records of Los Angeles County Assessor’s Office.

The Parcel Tax is not imposed upon any parcel that is solely in residential use. The City Council may adopt a resolution providing additional exemptions to the Parcel Tax.

The records of the Assessor of the County of Los Angeles (“County”) as of July 1st of each year will provide the basis for determining the use and improvement of each parcel for the calculation of the Parcel Tax applicable to that parcel in the following fiscal year, with such corrections as deemed necessary to reflect the actual use and improvement of any parcel. The Parcel Tax will end at midnight on June 30, 2050. Voter approval of a new ballot measure would be necessary in order to renew or extend the levy of the Parcel Tax after June 30, 2050. The Bonds are scheduled to mature on June 1, 2050.

Parcel Tax Revenues will be deposited into a special fund to be maintained by the City, and, pursuant to the provisions of the Financing Agreement, will be remitted to the Trustee until all of the Bonds are fully repaid in accordance with the Indenture. The chief fiscal officer of the City will annually file with the City Council a report regarding the amount of Parcel Tax Revenues collected and expended and the status of any project authorized to be funded with the Parcel Tax Revenues, as required by California Government Code Section 50075.3, as amended from time to time. The Authority will provide all Parcel Tax revenue and expenditure information to the chief fiscal officer of the City, as required by the Financing Agreement.
11 The following table provides the current allocation of taxable parcels of commercial, industrial and vacant properties within the City, their respective total square footages and their expected Parcel Tax Revenues.

CITY OF SANTA FE SPRINGS

ALLOCATION OF TAXABLE PARCELS BY TYPE
Category Parcels Total SF
Parcel Tax
Rate
Total Parcel
Tax
Revenues Assessed Value
Effective Parcel
Tax %
Commercial 223 12,823,403 $0.070 $ 897,638 $ 311,165,435 0.2885% Industrial 1,494 139,876,767 0.035 4,895,687 3,521,201,975 0.1390 Vacant Lots 159 8,193,809 0.035 286,783 140,658,370 0.2039 Total 1,876 160,893,979 $6,080,108 $3,973,025,780
____________________
Source: HdL Coren & Cone and County of Los Angeles Assessor. 12 The following table shows the 10 largest owners of taxable property subject to the Parcel Tax levy in the City for Fiscal Year 2025-26.

Property Owner
Primary
Land Use Square Footage
Percentage of
Total Square
Footage(1)
GLC SFS II LLC 3,313,054 2.07%
GOLDEN SPRINGS DEVELOPMENT 1,439,865 0.90
MCMASTER CARR SUPPLY COMPANY 1,379,954 0.86
AMB US LOGISTICS FUND LP 1,307,539 0.82
WG HOLDINGS SPV LLC 1,176,221 0.74
14141 ALONDRA LP 1,058,754 0.66
REXFORD INDUSTRIAL 973,940 0.61
KELLY PIPE COMPANY LLC 936,052 0.59
LBA OR CORE-COMPANY V LLC 929,611 0.58
PR MID COUNTIES LLC 904,793 0.57
_____________
Source: [TO COME]
(1) Calculated based on total square feet of 159,939,979.

Parcel Tax Levy and Collection
The Parcel Tax is collected on the County’s property tax bill sent to owners of taxable property in the same manner, on the same dates, and are subject to the same penalties and interest as other charges and taxes fixed and collected by the County. The Parcel Tax is levied on property in addition to the 1% ad valorem property taxes and other amounts levied pursuant to the County’s property tax bill. The County sends out property tax bills in late September or early October of each year. The first installment of property taxes is due on November 1 of each year and is delinquent after 5:00 p.m. on the following December 10.

The second installment of the property tax is due on December 1 of each year and is delinquent after 5:00 p.m. on the following April 10.

The levy and collection of the Parcel Tax will begin in Fiscal Year 2025-26. For Fiscal Year 2025- 26, it is estimated that the City will levy an aggregate amount of the Parcel Tax of approximately $6,438,250. The final fiscal year in which the Parcel Tax will be levied is Fiscal Year 2049-50.

The Parcel Tax, together with all penalties and interest thereon, will constitute a lien upon the parcel upon which it is levied until it has been paid. The Parcel Tax, together with all penalties and interest thereon, will constitute until paid, to the extent authorized by law, a personal obligation to the County by the persons who own the parcel on the date the tax is due. In general, if an owner of taxable property does not pay its property tax bill in full by certain final delinquency dates then the County may initiate foreclosure proceedings on the property in order to generate sales proceeds to pay delinquent taxes. 13 Delinquencies; No Teeter Plan
Certain counties in the State operate under a statutory program entitled Alternate Method of Distribution of Tax Levies and Collections and of Tax Sale Proceeds (the “Teeter Plan”). Under the Teeter Plan local taxing entities receive 100% of their tax levies net of delinquencies, but do not receive interest or penalties on delinquent taxes collected by the county. The County has not adopted the Teeter Plan, and consequently the Teeter Plan is not available to local taxing entities within the County, such as the City.

The City’s receipt of property taxes is therefore subject to delinquencies.

A summary of property taxes levied, collected and delinquent for the City for each year beginning in fiscal year 2019-20 is shown in the following table.

Collected Within Fiscal
Year of Levy Total Collections to Date
Fiscal
Year
Ended
June 30
Property Taxes
Levied
Amount
Collected
Percentage
of Levy
Collected in
Subsequent
Years(1)
Amount
Collected
Percentage
of Levy
2019 $39,275,800 $38,914,079 99.08% - $38,914,079 99.08% 2020 45,613,414 45,027,883 98.72 - 45,027,883 98.72
2021 46,103,009 45,790,160 99.32 - 45,790,160 99.32
2022 48,011,117 47,858,974 99.11 - 47,585,974 99.11
2023 50,915,906 50,660,885 99.50 - 50,660,885 99.50
____________________
The amounts in the above table include City property taxes and redevelopment agency tax increment, including amounts passed through to other agencies.
(1) Information not available.

Source: City Annual Comprehensive Financial Report for the Fiscal Year Ended June 30, 2023.

Direct and Overlapping Debt
Set forth below is a direct and overlapping debt report (the “Debt Report”) prepared by California Municipal Statistics, Inc. and effective ___________, 2025. The Debt Report is included for general information purposes only. Neither the Authority, the City nor the Underwriter has reviewed the Debt Report for completeness or accuracy and neither the Authority, the City nor the Underwriter makes any representation in connection therewith.
[INSERT TABLE]
14 CERTAIN RISKS OF BOND OWNERS
The following section describes certain risk factors affecting the payment of and security for the Bonds. The following factors, along with all other information in this Official Statement, should be considered by potential investors in evaluating the Bonds and their credit quality. The following discussion of risks is not meant to be an exhaustive list of the risks associated with the purchase of the Bonds and does not necessarily reflect the relative importance of the various issues. Potential investors are advised to consider the following factors, along with all other information in this Official Statement, in evaluating the Bonds. There can be no assurance that other risk factors will not become material in the future.

General
The payment of principal of and interest on the Bonds is secured solely by a pledge of the Revenues and certain funds under the Indenture. Revenues consist primarily of Parcel Tax Revenues. No assurance can be made that the County will be able to collect Parcel Tax Revenues in an amount sufficient to pay the debt service on the Bonds. See “SECURITY FOR THE BONDS.” Further, there can be no assurance that the voters of the City will not, by initiative, reduce or attempt to reduce the annual levy of the Parcel Tax below the amount required to pay debt service on the Bonds. See “Proposition 218” below.

Limited Special Obligations
The Bonds are special obligations of the Authority, payable from and secured as to the payment of the principal thereof and the redemption premium, if any, and the interest thereon solely from Revenues in accordance with their terms and the terms of the Indenture. The Bonds shall not constitute a charge against the general credit of the Authority or any of its members, and under no circumstances shall the Authority be obligated to pay principal of or redemption premium, if any, or interest on the Bonds except from the Revenues. None of the State, the City, nor any public agency (other than the Authority) nor any member of the Authority is obligated to pay the principal of or redemption premium, if any, or interest on the Bonds, and neither the full faith and credit nor the taxing power of the State or any public agency thereof or any member of the Authority is pledged to the payment of the principal of or redemption premium, if any, or interest on the Bonds. The payment of the principal of or redemption premium, if any, or interest on the Bonds does not constitute a debt, liability or obligation of the State, the City, or any public agency (other than the Authority) or any member of the Authority.

Limitations on Remedies and Bankruptcy
The rights and remedies provided in the Indenture and the Financing Agreement may be limited by and are subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws affecting creditors’ rights, to the application of equitable principles if equitable remedies are sought, and to the exercise of judicial discretion in appropriate cases and to limitations on legal remedies against public agencies in the State of California. The various opinions of counsel to be delivered with respect to such documents, including the opinion of Bond Counsel (the form of which is attached as APPENDIX D), will be similarly qualified.

The enforcement of the remedies provided in the Financing Agreement and the Indenture could prove both expensive and time consuming. In the event of a default, the Trustee is not empowered to sell the Project in order to pay debt service on the Bonds. In addition, the rights and remedies provided in the Financing Agreement and Indenture may be limited by and are subject to provisions of the federal bankruptcy laws, as now or hereafter enacted, and to other laws or equitable principles that may affect creditors’ rights. If the City were to file a petition under Chapter 9 of the Bankruptcy Code (Title 11, United States Code), the Bondholders and the Trustee could be prohibited or severely restricted from taking any 15 steps to enforce their rights under the Financing Agreement and from taking any steps to collect amounts due from the City under the Financing Agreement. If the Authority were to file a petition under Chapter 9 of the Bankruptcy Code (Title 11, United States Code), the Bondholders and the Trustee could be prohibited or severely restricted from taking any steps to enforce their rights under the Indenture and from taking any steps to collect amounts due from the Authority under the Indenture.

Neither the full faith and credit nor the taxing power of the State of California or any public agency thereof or the Authority or any Member of the Authority (including the City) is pledged to the payment of the Bonds. The Bonds do not constitute a debt, liability or obligation of the State of California or any public agency thereof (other than the Authority payable solely from the Revenues) or any Member of the Authority (including the City), and neither the directors of the Authority nor any persons executing the Bonds are liable personally on the Bonds by reason of their issuance. The Authority has no taxing power.

Proposition 218
On November 5, 1996, the voters of the State approved Proposition 218, known as the “Right to Vote on Taxes Act.” Proposition 218 adds Articles XIIIC and XIIID to the California Constitution and contains a number of interrelated provisions affecting the ability of local agencies to levy and collect both existing and future taxes, assessments, fees and charges. The interpretation and application of Proposition 218 will ultimately 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 determination.

Proposition 218 (Article XIIIC) requires that all new local taxes be submitted to the electorate before they become effective. Taxes for general governmental purposes of the County require a majority vote and taxes for specific purposes, even if deposited in the County’s General Fund, require a two-thirds vote. Further, any general purpose tax which Los Angeles County 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 which must be held within two years of November 5, 1996.

Proposition 218 (Article XIIIC) also removes limitations on the initiative power in matters of reducing or repealing local taxes, assessments, fees or charges. The Authority believes that the Parcel Taxes are in compliance with Proposition 218; however, the voters of the City could approve an initiative or initiatives which will reduce or repeal local taxes, assessments, fees or charges including the Parcel Tax securing the Bonds.

Earthquakes, Floods, Wildfires and Other Natural Disasters [The City is located in a seismically active region]. A major earthquake, flood or any other natural calamity may cause significant temporary and possibly long-term harm to the City’s economy, tax receipts (including receipt of Parcel Tax Revenues), and residential and business real property values. Major wildfires have occurred in recent years in different regions of the State, including most recently in the County. The City has not sustained any property losses as a result of these recent fires. However, serious and significant property damage has resulted in other areas of the County and the State due to fire damage.

The Governor has previously signed a number of measures into law intended to address a variety of issues related to mitigating the risk of wildfires, including forest management, mutual aid for fire departments, emergency alerts and other safety mandates. In some instances, entire neighborhoods have been destroyed.

Several of the fires that occurred in recent years damaged or destroyed property in areas that were not previously considered to be at risk from such events. Some commentators believe that climate change will lead to even more frequent and more damaging wildfires in the future. In general, property damage due to 16 wildfire could result in a significant decrease in the market value of property in the City and in the ability or willingness of property owners to pay property taxes, including the Parcel Tax.] [UPDATES?] Concentration of Property Ownership
Concentration of ownership presents a risk in that, if one or more of the largest property owners in the City were to default on their taxes, a substantial decline in Revenues could occur. The top ten Parcel Tax taxpayers in the City represent approximately _________% of the total Parcel Tax taxpayers of the City.

Levy and Collection of Taxes
The Authority has no independent power to levy and collect property taxes. Any reduction in the tax rate or the implementation of any constitutional or legislative property tax decrease could reduce the Revenues and, accordingly, could have an adverse impact on the ability of the City to make payments under the Financing Agreement, which could reduce Revenues available to pay debt service on the Bonds.

Likewise, delinquencies in the payment of property taxes could have an adverse effect on the Authority’s ability to make timely debt service payments on the Bonds.

Direct and Overlapping Indebtedness
The ability of land owners within the City to pay property tax installments as they come due could be affected by the existence of other taxes and assessments imposed upon the land. In addition, other public agencies whose boundaries overlap those of the City could, without consent of the City, and in certain cases without the consent of the owners of the land within the City, impose additional taxes or assessment liens on the property to finance public improvements.

Investment Risk
Funds held under the Indenture may be invested in Permitted Investments as provided under the Indenture. See APPENDIX C attached hereto for a summary of the definition of Permitted Investments.

The funds and accounts of the Authority, into which a portion of the proceeds of the Bonds will be deposited, may be invested by the Authority in any investment authorized by law. All investments, including the Permitted Investments and those authorized by law from time to time for investments by municipalities, contain a certain degree of risk. Such risks include, but are not limited to, a lower rate of return than expected and loss or delayed receipt of principal.

Further, the Authority cannot predict the effects on the receipt of Revenues if the City were to suffer significant losses in its portfolio of investments or if the City were to become insolvent or declare bankruptcy. See “– Bankruptcy” below.

Secondary Market
There can be no guarantee that there will be a secondary market for the Bonds, or, if a secondary market exists, that the Bonds can be sold for any particular price. Occasionally, because of general market conditions or because of adverse history or economic prospects connected with a particular issue, secondary marketing practices in connection with a particular issue are suspended or terminated. Additionally, prices of issues for which a market is being made will depend upon the then prevailing circumstances. 17 Bankruptcy
The rights of the Owners of the Bonds may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights under currently existing law or laws enacted in the future and may also be subject to the exercise of judicial discretion under certain circumstances. The opinions of Bond Counsel as to the enforceability of the obligation to make payments on the Bonds will be qualified as to bankruptcy and such other legal events. See APPENDIX D - “FORM OF OPINION OF BOND COUNSEL.”
Federal Tax-Exempt Status of the Bonds
The Internal Revenue Code of 1986, as amended (the “Code”) imposes a number of requirements that must be satisfied for interest on state and local obligations, such as the Bonds, to be excludable from gross income for federal income tax purposes. These requirements include limitations on the use of Bond proceeds, limitations on the investment earnings on Bonds proceeds prior to expenditure, a requirement that certain investment earnings on the Bond proceeds be paid periodically to the United States and a requirement that the issuers file an information report with the Internal Revenue Service (the “IRS”). The Authority has covenanted in certain of the documents referred to herein that it will comply with such requirements. Failure to comply with the requirements stated in the Code and related regulations, rulings and policies may result in the treatment of interest on the Bonds as taxable, retroactively to the date of issuance of such Bonds.

IRS Audit of Tax-Exempt Issues
The IRS has a program for the auditing of tax-exempt issues, including both random and targeted audits. It is possible that the Bonds will be selected for audit by the IRS. It is also possible that the market value of the Bonds might be affected as a result of such an audit of the Bonds (or by an audit of similar obligations).

Cybersecurity
The City, like many other public and private entities, relies on a large and complex technology environment to conduct its operations. As a recipient and provider of personal, private, or sensitive information, the City is subject to cyber threats including, but not limited to: hacking, malware, social engineering, and other attacks on its computer systems and sensitive digital networks. In the past five years, the City [has not] suffered any material cybersecurity attacks. [The City carries a cyber liability insurance policy to cover certain financial losses that may result from data breaches and cyberattacks.] No assurance can be given that the City’s efforts to manage cyber threats and attacks will be successful in all cases, or that any such attack will not materially impact the operations or finances of the City, the Authority, or the administration of the Bonds. The City and Authority are also reliant on other entities and service providers in connection with the administration of the Bonds. No assurance can be given that the City, the Authority and these other entities will not be affected by cyber threats and attacks in a manner that may affect the Bond owners.

Risks Relating to Tax-Exempt Status of the Bonds
As further described under the caption “TAX MATTERS” below, failure of the Authority to comply with the requirements of the Internal Revenue Code of 1986 (the “Code”) and the related legal authorities, or changes in the federal tax law or its application, could cause interest on the Bonds to be included in the gross income of Holders for federal income tax purposes, possibly from the date of original 18 issuance of the Bonds. Further, the opinion of Bond Counsel is based on current legal authority, covers certain matters not directly addressed by such authorities, and represents Bond Counsel’s judgment as to the proper treatment of interest on the Bonds for federal income tax purposes. It is not binding on the Internal Revenue Service (“IRS”) or the courts.

The IRS has an ongoing program of auditing obligations that are issued and sold as bearing taxexempt interest to determine whether, in the view of the IRS, interest on such obligations is included in the gross income of the owners thereof for federal income tax purposes. The IRS has announced that its audit efforts will focus in part on “developer-driven bond transactions,” including certain tax increment financings and certain assessment bond transactions. In recent audits, the IRS has asserted that interest on such “developer-driven” obligations can be taxable, in certain circumstances, even when those transactions otherwise meet all applicable tax law requirements. It cannot be predicted if this IRS focus could lead to an audit of the Bonds or what the result would be of any such audit.

If an audit of the Bonds is commenced, under current procedures parties other than the Authority would have little, if any, right to participate in the audit process. Moreover, because achieving judicial review in connection with an audit of tax-exempt obligations is difficult, obtaining an independent review of IRS positions with which the Authority legitimately disagree, may not be practicable. Any action of the IRS, regardless of the outcome, including but not limited to selection of the Bonds for audit, or the course or result of such audit, or an audit of obligations presenting similar tax issues, may affect the market price for, or the marketability of, the Bonds. Finally, if the IRS ultimately determines that the interest on the Bonds is not excluded from the gross income of Bondholders for federal income tax purposes, the Authority may not have the resources to settle with the IRS, the Bonds are not required to be redeemed, and the interest rate on the Bonds will not increase.

LEGAL MATTERS
The legality and enforceability of the Bonds are subject to the approval of Best Best & Krieger LLP, Los Angeles, California, acting as Bond Counsel. The form of such legal opinion is attached hereto as APPENDIX D. Certain legal matters will be passed upon for the Authority by Best Best & Krieger LLP, Los Angeles, California, Disclosure Counsel to the Authority. Certain legal matters will be passed upon by Olivarez Madruga Law Organization, LLP, general counsel to the Authority and for the Underwriter by its counsel Kutak Rock LLP.

UNDERWRITING
The Bonds are being purchased by Cabrera Capital Markets, LLC, as underwriter of the Bonds (the “Underwriter”), pursuant to and subject to the conditions set forth in the bond purchase contract between the Authority and the Underwriter, at a purchase price of $[__________] (equal to the $[PAR AMOUNT] aggregate principal amount of the Bonds, [plus] [net] original issue premium of $[__________], less an Underwriter’s discount of $[__________]). The bond purchase contract provides that the Underwriter will purchase all of the Bonds if any are purchased, and that the obligation to make such purchase is subject to certain terms and conditions set forth in the bond purchase contract.

The Underwriter may offer and sell the Bonds to certain dealers (including dealers depositing Bonds into investment trusts) and others at prices lower than the respective public offering prices stated or derived from information stated on the inside cover pages hereof. The initial public offering prices may be changed from time to time by the Underwriter.

The initial public offering prices or yields set forth on the front cover page may be changed from time to time by the Underwriter without prior notice. The Underwriter may offer and sell the Bonds to 19 certain dealers, unit investment trusts or money market funds at prices lower than the public offering prices stated on the inside front cover page.

LITIGATION
The Authority will certify to the effect that, other than as described in the Official Statement, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body pending or, to the best knowledge of the Authority, threatened (i) in any way questioning the existence of the Authority or the titles of the officers of the Authority to their respective offices; (ii) affecting, contesting or seeking to prohibit, restrain or enjoin the issuance or delivery of any of the Bonds, or the payment or collection of any amounts pledged or to be pledged to pay the principal of and interest on the Bonds, or in any way contesting or affecting the validity of the Bonds or the related legal documents or the consummation of the transactions contemplated thereby, or contesting the exclusion of the interest on the Bonds from taxation or contesting the powers of the Authority to assign and pledge the Parcel Tax Payments; (iii) which may result in any material adverse change relating to the Authority; or (iv) contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or asserting that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

TAX MATTERS
General
In the opinion of Best Best & Krieger LLP, Los Angeles, California, subject, however, to certain qualifications described in this Official Statement, under existing statutes, regulations, rulings and judicial decisions, and assuming certain representations and compliance with certain covenants and requirements described herein, the interest on the Bonds is excluded from gross income for federal income tax purposes, and interest on the Bonds is not an item of tax preference for purposes of calculating the federal alternative minimum tax imposed on individuals and corporations; however, interest on the Bonds is taken into account in determining the annual adjusted financial statement income of certain corporations for the purpose of computing the alternative minimum tax imposed on certain corporations. In the further opinion of Bond Counsel, interest on the Bonds is exempt from California personal income tax.

The opinions set forth in the preceding paragraph are subject to the condition that the Authority and the City comply with all requirements of the Internal Revenue Code of 1986, as amended (“Tax Code”) that must be satisfied subsequent to the issuance of the Bonds. The Authority and the City has covenanted to comply with each such requirement.

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

Under the Tax Code, original issue discount is treated as interest excluded from federal gross income and exempt from State of California personal income taxes to the extent properly allocable to each owner thereof subject to the limitations described in the first paragraph of this section. The original issue 20 discount accrues over the term to maturity of the Bond on the basis of a constant interest rate compounded on each interest or principal payment date (with straight-line interpolations between compounding dates).

The amount of original issue discount accruing during each period is added to the adjusted basis of such Bonds to determine taxable gain upon disposition (including sale, prepayment, or payment on maturity) of such Bond. The Tax Code contains certain provisions relating to the accrual of original issue discount in the case of purchasers of the Bonds who purchase the Bonds after the initial offering of a substantial amount of such maturity. Owners of such Bonds should consult their own tax advisors with respect to the tax consequences of ownership of Bonds with original issue discount, including the treatment of purchasers who do not purchase in the original offering, the allowance of a deduction for any loss on a sale or other disposition, and the treatment of accrued original issue discount on such Bonds under federal individual alternative minimum taxes.

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

Current and future legislative proposals, if enacted into law, clarification of the Tax Code or court decisions may cause interest with respect to the Bonds to be subject, directly or indirectly, to federal income taxation or to be subject to or exempted from state income taxation, or otherwise prevent beneficial owners from realizing the full current benefit of the tax status of such interest. The introduction or enactment of any such legislative proposals, clarification of the Tax Code or court decisions may also affect the market price for, or marketability of, the Bonds. Prospective purchasers of the Bonds should consult their own tax advisors regarding any pending or proposed federal or state tax legislation, regulations or litigation, as to which Bond Counsel expresses no opinion.

Bond Counsel’s opinion may be affected by action taken (or not taken) or events occurring (or not occurring) after the date of issuance of the Bonds. Bond Counsel has not undertaken to determine, or to inform any person, whether any such action or events are taken or do occur, or whether such actions or events may adversely affect the value or tax treatment of a Bond, and Bond Counsel expresses no opinion with respect thereto.

The IRS has initiated an expanded program for auditing tax-exempt bond issues, including both random and targeted audits. It is possible that the Bonds will be selected for audit by the IRS. It is also possible that the market value of the Bonds might be affected as a result of such an audit (or by an audit of similar bonds).

Although Bond Counsel has rendered an opinion that interest on the Bonds is excluded from gross income for federal income tax purposes provided the Authority and the City continue to comply with certain requirements of the Tax Code, the accrual or receipt of interest on the Bonds may otherwise affect the tax liability of the recipient. The extent of these other tax consequences will depend upon the recipient’s particular tax status and other items of income or deductions. Bond Counsel expresses no opinion regarding any such consequences. Accordingly, all potential purchasers should consult their tax advisors before purchasing any of the Bonds.
21 A copy of the proposed form of opinion of Bond Counsel is attached hereto as Appendix F.

Changes in Federal and State Tax Law
From time to time, there are legislative proposals in the Congress and in the states that, if enacted, could alter or amend the federal and state tax matters referred to under this heading “TAX MATTERS” or adversely affect the market value of the Bonds. It cannot be predicted whether or in what form any such proposal might be enacted or whether if enacted it would apply to bonds issued prior to enactment. In addition, regulatory actions are from time to time announced or proposed and litigation is threatened or commenced which, if implemented or concluded in a particular manner, could adversely affect the market value of the Bonds. It cannot be predicted whether any such regulatory action will be implemented, how any particular litigation or judicial action will be resolved, or whether the Bonds or the market value thereof would be impacted thereby. Purchasers of the Bonds should consult their tax advisors regarding any pending or proposed legislation, regulatory initiatives or litigation. The opinions expressed by Bond Counsel are based on existing legislation and regulations as interpreted by relevant judicial and regulatory authorities as of the date of issuance and delivery of the Bonds, and Bond Counsel has expressed no opinion as of any date subsequent thereto or with respect to any pending legislation, regulatory initiatives or litigation.

PROSPECTIVE PURCHASERS OF THE BONDS ARE ADVISED TO CONSULT THEIR OWN

TAX ADVISORS PRIOR TO ANY PURCHASE OF THE BONDS AS TO THE IMPACT OF THE CODE UPON THEIR ACQUISITION, HOLDING OR DISPOSITION OF THE BONDS.

MUNICIPAL ADVISOR
The Authority has retained Kosmont Financial Services, LLC, Manhattan Beach, California, as municipal advisor (the “Municipal Advisor”) in connection with the issuance of the Bonds and certain other financial matters. The Municipal Advisor is not obligated to undertake, and has not undertaken to make, an independent verification of the accuracy, completeness or fairness of the information contained in this Official Statement. The Municipal Advisor is an independent advisory firm and is not engaged in the business of underwriting, trading or distributing municipal securities or other negotiable instruments.

FINANCIAL STATEMENTS
The basic financial statements of the City included as APPENDIX B to this Official Statement, have been audited by Clifton Larson Allen LLP, independent certified public accountants (the “Auditor”).

The Auditor has not been requested to provide written consent to the inclusion of its report as APPENDIX B and has not undertaken to update its report 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. The audited financial statements, including the footnotes thereto, should be reviewed in their entirety.

CONTINUING DISCLOSURE
The Authority has covenanted in a Continuing Disclosure Agreement for the benefit of the holders and beneficial owners of the Bonds to provide certain financial information and operating data pertaining to the Authority by not later than March 31 following the end of the fiscal year (currently its fiscal year ends on June 30) (the “Annual Report”), commencing with the fiscal year ending June 30, 2025, and to provide notices of the occurrence of certain enumerated events. The Authority has agreed under the Continuing Disclosure Agreement to file the County’s audited financial statement with the MSRB when available.
22 The Annual Report and the notices of enumerated events will be filed by [_____] as Dissemination Agent with the MSRB. The specific nature of the information to be contained in the Annual Reports and the notice of material events is set forth in APPENDIX F – “FORM OF CONTINUING DISCLOSURE AGREEMENT” hereto. These covenants have been made in order to assist the Underwriter in complying with Rule 15c2-12(b)(5) promulgated under the Securities Exchange Act of 1934, as amended.

As of the date hereof, the Authority is in compliance in all material respects with its continuing disclosure undertakings for the last five years except [TO COME]. [_____] will act as dissemination agent for the Authority with respect to the Bonds.

RATING
Moody’s Investors Service, Inc. has assigned its rating of “[___]” to the Bonds. Rating agencies generally base their ratings on their own investigations, studies and assumptions as well as information and materials furnished to them (which may include information and materials from the Authority, which are not included in this Official Statement). The rating reflects only the view of the rating agency furnishing the same, and any explanation of the significance of the rating should be obtained only from the rating agency providing the same. Such rating is not a recommendation to buy, sell or hold the Bonds. There is no assurance that any rating will continue for any given period of time or that it will not be revised downward or withdrawn entirely by the rating agency providing the same, if, in the judgment of such rating agency, circumstances so warrant. Any such downward revision or withdrawal of a rating may have an adverse effect on the market price of the Bonds. Neither the Underwriter nor the Authority has undertaken any responsibility after the offering of the Bonds to assure the maintenance of the ratings or to oppose any such revision or withdrawal.

MISCELLANEOUS
Insofar as any statements made in this Official Statement involve matters of opinion or of estimates, whether or not expressly stated, they are set forth as such and not as representations of fact. No representation is made that any of such statements made will be realized. Neither this Official Statement nor any statement which may have been made verbally or in writing is to be construed as a contract with the Owners of the Bonds.

The execution and delivery of this Official Statement have been duly authorized by the Authority.

SANTA FE SPRINGS PUBLIC FINANCING

AUTHORITY
By:

Executive Director]
A-1

APPENDIX A

DEMOGRAPHIC INFORMATION REGARDING

THE CITY OF SANTA FE SPRINGS
The Bonds will be payable solely from, and are secured by a first and prior lien on, Parcel Tax Revenues levied by the City of Santa Fe Springs (“City”) and collected by the County of Los Angeles (the “County”) on each taxable parcel of real property within the City. The General Fund or any other funds of the City are not available for debt service on the Bonds. The City will not pledge its full faith and credit to the payment of Parcel Tax Payments. See “SECURITY FOR THE BONDS” in the front part of this Official Statement.

The City
The City is located in the County of Los Angeles. The urban development of the City began in the early 1950’s as the result of a planned effort by a collation of business community members and local residents. During the ensuing years, community pressures resulted in the incorporation of the City on May 15, 1957, and, at the time covering just under 5 square miles. The City now encompasses 9 square miles, with about 84% of the land zoned for commercial and industrial use. The City’s population is approximately 18,200, however, the daytime population is estimated at 95,000.

Ad Valorem Property Taxation
Taxes are levied for each fiscal year on taxable real and personal property that is situated in the County as of the preceding January 1. For assessment and collection purposes, property is classified either as “secured” or “unsecured,” and is listed accordingly on separate parts of the assessment roll. The “secured roll” is that part of the assessment roll containing State assessed property and property secured by a lien on real property which is sufficient, in the opinion of the Assessor, to secure payment of the taxes. Other property is assessed on “unsecured roll.”
Property taxes on the secured roll are due in two installments, on November 1 and December 1 of each fiscal year. If unpaid, such taxes become delinquent on December 10 and April 10 respectively, and a ten percent penalty attaches to any delinquent payment. In addition, property on the secured roll with respect to which taxes are delinquent is declared to be in default on or about June 30 of the fiscal year.

Such property may thereafter be redeemed by payment of the delinquent taxes and the delinquency penalty, plus a redemption penalty of one and one half percent per month to the time of redemption. If taxes are unpaid for a period of five years or more, the tax-defaulted property is declared to be subject to the Treasurer-Tax Collector’s power of sale and may be subsequently sold by the County Treasurer-Tax Collector. Legislation established the “supplemental roll” in 1984 which directs the Assessor to reassess real property, at market value, on the date the property changes ownership or upon completion of construction. Property on the supplemental roll is eligible for billing 30 days after the reassessment and notification to the new assessee. The resultant charge (or refund) is a one-time levy on the increase (or decrease) in value for the period between the date of the change in ownership or completion of construction and the date of the next regular tax roll upon which the assessment is entered. Billings are made on a monthly basis and due on the date mailed. If mailed between the months of July through October, the first installment becomes delinquent on December 10th and the second on April 10th. If mailed within the months of November through June, the first installment becomes delinquent on the last day of the month following the month of billing. The second installment becomes delinquent on the last day of the fourth month following the date the first installment is delinquent.

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The following table summarizes the assessed valuation of taxable property within the City in the last five fiscal years.

CITY OF SANTA FE SPRINGS
ASSESSED VALUATION HISTORY OF TAXABLE PROPERTY UNAUDITED(1) (in thousands)
Fiscal Year Secured(2) Unsecured(3) Exempt(4)
Total Taxable
Assessed Value
2019-20 $7,432,543 $ 1,184,857 (38,932) $ 8,578,468
2020-21 8,031,534 1,251,065 (99,021) 9,183,578
2021-22 8,288,822 1,271,960 (160,749) 9,400,033
2022-23 8,865,124 1,275,308 (167,026) 9,973,406
2023-24
____________________
(1) Due to the 1978 passage of the property tax initiative Proposition 13 (Prop 13), the County does not track the estimated actual value of all County properties. Under Prop 13, property is assessed at the 1978 market value with an annual increase limited to the lesser of 2% or the CPI on property not involved in a change of ownership or properties that did not undergo new construction. Newly acquired property is assessed at its new market value (usually the purchase price) and the value of any new construction is added to the existing base value of a parcel. As a result, similar properties can have substantially different assessed values based on the date of purchase. Additionally, Prop 13 limits the property tax rate to 1% of assessed value plus the rate necessary to fund local voter-approved bonds and special assessments. (2) Secured property is generally real property, as defined as land, mines, minerals, timber, and improvements such as buildings, structures, crops, trees, and vines.
(3) Unsecured property is generally personal property including machinery, equipment, office tools, and supplies. (4) Exempt properties include numerous full and partial exclusions/exemptions provided by the State Constitution and the legislature that relieve certain taxpayers from the burden of paying property taxes.

Source: City Annual Comprehensive Financial Report for the Fiscal Year Ended June 30, 2023.

Largest Taxpayers
The ten largest taxpayers in the City, as shown by assessed value on the fiscal year 2022-23 secured tax roll are shown below. [INSERT TYPE OF BUSINESS INFORMATION IF AVAILABLE] A-3

CITY OF SANTA FE SPRINGS

PRINCIPAL TAXPAYERS
FISCAL YEAR 2022-23
Rank Taxpayer
Taxable Assessed
Value
Percentage of Total
City Taxable
Assessed Value
1 Golden Springs Dev. $338,413,276 3.40%
2 Goodman Santa Fe Springs Spe L 236,537,230 2.37
3 GLC SFS II LLC 164,621,504 1.65
4 PPF Industrial 12016 Telegraph 162,378,530 1.63
5 AMB Us Logistics Fund LP 137,633,575 1.38
6 Rexford Industrial Realty LP 129,280,095 1.30
7 PSB Hathaway I Ii LLC 107,178,978 1.08
8 Breitburn Operating LP 85,127,000 0.85
9 McMaster Carr Supply Company 83,955,000 0.84
10 Teachers Insurance Annuity Assoc 83,408,258 0.84
____________________
Source: City Annual Comprehensive Financial Report for the Fiscal Year Ended June 30, 2023.

Population
The table below illustrates the population in the City in the last five years for which data is available.

Year City % Change
2020 18,295 n/a
2021 18,129 (0.907)%
2022 18,763 3.497
2023 18,570 (1.029)
2024 [__] [__]
____________________
Sources: City Annual Comprehensive Financial Report for the Fiscal Year Ended June 30, 2023.

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Per Capita Personal Income
The table below compares the City’s per capita personal income between 2019 and 2023.

CITY OF SANTA FE SPRINGS COMPARISON

PER CAPITA PERSONAL INCOME
2019 2020 2021 2022 2023(1)
City 24,798 25,792 27,839 31,976 37,297
California Average 64,219 70,098 76,882 76,941 81,255
U.S. Average 55,566 59,123 64,460 66,244 69,810
____________________
(1) Most recent annual data available.

Source: U.S. Department of Commerce, Bureau of Economic Analysis; City Annual Comprehensive Financial Report for the Fiscal Year Ended June 30, 2023.

Major Employers
The table below shows the City’s 10 largest employers as of June 30, 2023.

CITY OF SANTA FE SPRINGS

TEN LARGEST EMPLOYERS
Employer Name
Number of
Employees Percent of Total Employment
FN Logistics, LLC 1,100 2.66%
McMaster Carr Supply Company 788 1.91
Vans 510 1.24
L.A. Specialty Produce Company 474 1.15
FedeEx Ground Package System In 450 1.09
SE Pipe Line Construction 440 1.07
Southern Glazer’s Wine and Spirits 417 1.01
Bumble Bee Seafoods, LLC 355 0.86
Harbor Distributions LLC 350 0.85
Pactiv LLC 315 0.76
____________________
Source: City Annual Comprehensive Financial Report for the Fiscal Year Ended June 30, 2023.

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APPENDIX B
AUDITED FINANCIAL STATEMENTS ENDED [JUNE 30, 2024]

OF THE CITY OF SANTA FE SPRINGS

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APPENDIX C

SUMMARY OF CERTAIN PROVISIONS OF PRINCIPAL LEGAL DOCUMENTS

INDENTURE OF TRUST
[TO COME]

FINANCING AGREEMENT
[TO COME]
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APPENDIX D

FORM OF BOND COUNSEL OPINION
Santa Fe Springs Public Financing Authority
Santa Fe Springs, California
Re: $[PAR AMOUNT] Santa Fe Springs Public Financing Authority 2025 Special Parcel Tax Revenue Bonds
Ladies and Gentlemen:

We have acted as Bond Counsel to the Santa Fe Springs Public Financing Authority (the “Authority”) in connection with the sale, execution and delivery of $[PAR AMOUNT] aggregate principal amount of the Authority’s 2025 Special Parcel Tax Revenue Bonds (the “Bonds”). The Bonds are being issued pursuant to the Constitution and laws of the State of California (the “State”), Articles 1 through 4 (commencing with Section 6500) of Chapter 5, Division 7, Title I of the California Government Code, as amended (the “Law”). The Bonds are being issued pursuant to that certain Indenture of Trust, dated as of April 1, 2025 (the “Indenture”), between the Authority and U.S. Bank Trust Company, National Association (the “Trustee”).

The payment of the principal of, interest on and other amounts payable with respect to the Bonds is payable from and secured by an assignment by the Authority to the Trustee of amounts payable by the City of Santa Fe Springs (the “City”) pursuant to that certain Financing Agreement, dated as of April 1, 2025 (the “Financing Agreement”), by and between the Authority and the City.

In such connection, we have reviewed the Indenture, the tax certificate of the Authority for the Bonds dated the date hereof (the “Tax Certificate”), certificates of the Authority and others, and such other documents, opinions and matters to the extent we deemed necessary to render the opinions set forth herein.

The opinions expressed herein are based on an analysis of existing laws, regulations, rulings and court decisions and cover certain matters not directly addressed by such authorities. Such opinions may be affected by actions taken or omitted or events occurring after the date hereof. We have not undertaken to determine, or to inform any person, whether any such actions are taken or omitted or events do occur or any other events come to our attention after the date hereof. Accordingly, this opinion speaks only as of its date and is not intended to, and may not, be relied upon in connection with any such actions, events or matters. Our engagement with respect to the Bonds has concluded with their issuance, and we disclaim any obligation to update this letter. We have assumed the genuineness of all documents and signatures presented to us (whether as originals or as copies) and the due and legal execution and delivery thereof by, and validity against, any parties other than the Authority. We have assumed, without undertaking to verify, the accuracy of the factual matters represented, warranted or certified in the documents, and of the legal conclusions contained in the opinions, referred to in the second paragraph hereof. Furthermore, we have assumed compliance with all covenants and agreements contained in the Indenture and the Tax Certificate, including (without limitation) covenants and agreements compliance with which is necessary to ensure that future actions, omissions or events will not cause interest on the Bonds to be included in gross income for federal income tax purposes.

We call attention to the fact that the rights and obligations under the Bonds, the Indenture and the Tax Certificate and their enforceability may be subject to bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors’ rights, to the application of equitable principles, to the exercise of judicial discretion in appropriate cases, and to D-2
the limitations on legal remedies against cities and their subordinate entities in the State of California. We express no opinion with respect to any indemnification, contribution, penalty, choice of law, choice of forum, choice of venue, waiver or severability provisions contained in the documents mentioned in the preceding sentence. Finally, we undertake no responsibility for the accuracy, completeness or fairness of the Official Statement or other offering materials relating to the Bonds and express no opinion with respect thereto.

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

1. The execution of the Indenture and the Financing Agreement has been duly authorized by the Authority and constitute the valid and binding obligations of the Authority enforceable against the Authority in accordance with their terms, except as such enforcement may be limited by bankruptcy, insolvency, moratorium, transfer or conveyance, or other laws affecting creditor’s rights generally, or the exercise of judicial discretion in accordance with general principals of equity or otherwise in appropriate cases; provided, however, we express no opinion with respect to any indemnification, contribution, choice of law or waiver provisions contained therein.

2. The Bonds constitute the valid and legally binding special obligations of the Agency enforceable in accordance with their terms and payable solely from the sources provided therefor in the Indenture;

3. The Indenture establishes a first lien on and pledge of the Revenues (as such term is defined in the Indenture) and other funds pledged thereby for the security of the Bonds, in accordance with the terms of the Indenture;

4. Interest on the Bonds is exempt from California personal income taxation; and

5. Under existing statutes, regulations, rulings and court decisions, the interest on the Bonds is excluded from gross income for purposes of federal income taxation; however, interest on the Bonds is taken into account in determining the annual adjusted financial statement income of certain corporations for the purpose of computing the alternative minimum tax imposed on certain corporations. Although the interest on the Bonds is excluded from gross income for purposes of federal income taxation, the accrual or receipt of interest on the Bonds, or any portion thereof, may otherwise affect the federal income tax liability of the recipient. The extent of these other tax consequences will depend on the recipient’s particular tax status or other items of income or deduction. We express no opinion regarding any such consequences.

In rendering the opinions expressed above, we are relying upon representations and covenants of the Authority in the Indenture and in the Tax Certificate concerning the use of the facilities financed with Bond proceeds, the investment and use of Bond proceeds and the rebate, if any, to the Federal government of certain earnings thereon. In addition, we have assumed that all such representations are true and correct and that the Authority will comply with such covenants. We express no opinion with respect to the exclusions of the interest from gross income under Section 103(a) of the Code in the event that any such representations are untrue or the Authority fails to comply with such covenants. Except as stated above, we express no opinion as to any Federal tax consequences of the receipt of interest on, or the ownership or disposition of, the Bonds. We undertake no responsibility herein for the accuracy, completeness or fairness of the Official Statement or other offering material relating to the Bonds and express no opinion with respect thereto.

Respectfully submitted,
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APPENDIX E

INFORMATION CONCERNING DTC AND THE BOOK-ENTRY SYSTEM
The information in this section concerning The Depository Trust Company (“DTC”) New York, NY and DTC’s book-entry-only system has been obtained from DTC, and the Authority and the Underwriter take no responsibility for the accuracy thereof.

DTC will act as securities depository for the Bonds. The Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered certificate will be issued for the Bonds, as set forth on the cover page hereof, in the aggregate principal amount of each maturity of the Bonds and deposited with 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, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation & Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has an S&P Global Ratings 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 and www.dtc.org.

Purchases of the Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC’s records. The ownership interest of each actual purchaser of each Bond (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records.

Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners.

Beneficial Owners will not receive certificates representing their ownership interests in the Bonds, except in the event that use of the book entry-system for the Bonds is discontinued.

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

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The Direct and Indirect Participants remain responsible for keeping accounts of their holdings on behalf of their customers.

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

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

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Bonds unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Authority as soon as possible after the record date.

The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Redemption proceeds, distributions, and dividend payments on the Bonds are to 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 Authority or Trustee, on payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC, the Trustee or Authority, subject to any statutory or regulatory requirements as may be in effect from time to time.

Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other name as may be requested by an authorized representative of DTC) is the responsibility of the Authority or the Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.

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

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

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

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APPENDIX F

FORM OF CONTINUING DISCLOSURE AGREEMENT
THIS CONTINUING DISCLOSURE AGREEMENT (the “Disclosure Agreement”) is executed and delivered by the Santa Fe Springs Public Financing Authority (the “Authority”) and [_____], as dissemination agent (the “Dissemination Agent”), in connection with the execution and delivery by the Authority of its $[PAR AMOUNT] 2025 Special Parcel Tax Revenue Bonds (the “Bonds”). The Bonds are being issued pursuant to that certain Indenture of Trust, dated as of [DATE] (the “Indenture”), by and between the Authority and U.S. Bank Trust Company, National Association (the “Trustee”). The Authority and the Dissemination Agent covenant as follows:

Section 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the Authority and the Dissemination Agent for the benefit of the Holders and Beneficial Owners of the Bonds and in order to assist the Participating Underwriters in complying with S.E.C. Rule 15c2-12(b)(5).

Section 2. Definitions. In addition to the definitions set forth in the Indenture, which apply to any capitalized term used in this Disclosure Agreement unless otherwise defined in this Section, the following capitalized terms shall have the following meanings:
“Annual Report” shall mean any Annual Report provided by the Authority pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement. “Beneficial Owner” shall mean any person which has or shares the power, directly or indirectly, to make investment decisions concerning the ownership of any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries). “Disclosure Representative” shall mean the [Executive Director] of the Authority or his or her designee, or such other officer or employee as the Authority shall designate in writing to the Trustee and the Dissemination Agent from time to time.
“Dissemination Agent” shall mean [_____] or any successor Dissemination Agent, which may be designated in writing by the Authority and which has filed with the Trustee a written acceptance of such designation.
“Financial Obligation” means a (a) debt obligation; (b) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (c) guarantee of (a) or (b) in this definition; provided however, the term Financial Obligation shall not include municipal securities as to which a final official statement has been provided to the MSRB consistent with the Rule.
“Holder” shall mean the person in whose name any Bond shall be registered. “Listed Events” shall mean any of the events listed in Section 5(a) and 5(b) of this Disclosure Agreement.
“MSRB” shall mean the Municipal Securities Rulemaking Board established pursuant to Section 15B(b)(1) of the Securities Exchange Act of 1934, as amended.

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“Official Statement” shall mean the Official Statement dated [DATE], issued by the Authority in connection with the sale of the Bonds.
“Participating Underwriter” shall mean any of the original purchasers of the Bonds required to comply with the Rule in connection with offering of the Bonds. “Repository” shall mean the MSRB or any other information repository as recognized from time to time by the Securities and Exchange Commission for the purposes referred to in the Rule. “Rule” shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time.
“State” shall mean the State of California.

Section 3. Provision of Annual Reports.
(a) The Authority shall, or shall cause the Dissemination Agent to, not later than March 31 of each calendar year, commencing with the report for the 2024-25 Fiscal Year (ending June 30, 2025) to be filed by March 31, 2026, provide to each Repository an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Agreement. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may include by reference other information as provided in Section 4 of this Disclosure Agreement; provided that the audited financial statements of the Authority may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date. If the Authority’s fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5(e). (b) Not later than 15 Business Days prior to the date specified in paragraph (a) for providing the Annual Report to the Repository, the Authority shall provide the Annual Report to the Dissemination Agent and the Trustee (if the Trustee is not the Dissemination Agent); provided, however, that the Authority may distribute the Annual Report to the Repository itself after providing written notice to the Trustee and the Dissemination Agent. If by such date, the Dissemination Agent has not received a copy of the Annual Report, the Dissemination Agent shall contact the Authority to determine if the Authority is in compliance with the first sentence of this paragraph (b).
(c) If the Dissemination Agent has not received the Annual Report by 6:00 p.m., Eastern time, of the date required in paragraph (a) (or, if such date falls on a Saturday, Sunday or holiday, then the first business day thereafter), the Dissemination Agent shall contact the Authority to determine if the Authority provided the Annual Report to the Repository. If the Authority has not provided the Annual Report to the Repository, and upon direction by the Authority, the Dissemination Agent shall send a notice to the Repository in substantially the form attached as Exhibit A.
(d) The Dissemination Agent shall:
(i) determine each year prior to the date for providing the Annual Report the name and address of each Repository; and
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(ii) to the extent the Authority has provided the Annual Report to the Dissemination Agent, file a report with the Authority (if the Dissemination Agent is not the Authority) and the Trustee (if the Dissemination Agent is not the Trustee) certifying that the Annual Report has been provided pursuant to this Disclosure Agreement, stating the date it was provided and listing the Repository to which it was provided.

Section 4. Content of Annual Reports. The Authority’s Annual Report shall contain or include by reference the following:
(a) The financial statements of the City for the most recent fiscal year of the City then ended, commencing with the fiscal year ending June 30, 2025. If the City will prepare audited financial statements for such fiscal year, then such audited financial statements shall be filed. If the City prepares audited financial statements each fiscal year and if the audited financial statements are not available by the time the Annual Report is required to be filed, the Annual Report shall contain any unaudited financial statements of the City in a format similar to the financial statements, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available. Audited financial statements of the City shall be audited by such auditor as shall then be required or permitted by State law or the Indenture. Audited financial statements, if prepared by the City, shall be prepared in accordance with generally accepted accounting principles as prescribed for governmental units by the Governmental Accounting Standards Board; provided, however, that the City may from time to time, if required by federal or state legal requirements, modify the basis upon which its financial statements are prepared. In the event that the City shall modify in any material respect the basis upon which its financial statements are prepared, the City shall provide a description of such modification in its Annual Report, including a reference to the specific federal or state law or regulation specifically describing the legal requirements for the change in accounting basis.
(b) To the extent not included in the financial statements provided pursuant to Section 4(a), numerical and tabular information for the immediately preceding Fiscal Year of the type contained in the Official Statement under the following captions:
(i) under the heading “PARCEL TAX AND RELATED INFORMATION— Measure SFS,” the table entitled “County of Los Angeles Estimated Parcel Count by Fiscal Year” in the forepart of the Official Statement; and
(ii) under the heading “PARCEL TAX AND RELATED INFORMATION— Parcel Tax Levy and Collection” in the forepart of the Official Statement, update the amount of Parcel Tax levied and collected by the County for the prior Fiscal Year.

Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the Authority or related public entities, which have been submitted to the Repository or the Securities and Exchange Commission. The Authority shall clearly identify each such other document so included by reference.

Section 5. Reporting of Listed Events.
(a) Pursuant to the provisions of this Section 5, the Authority shall give, or cause to be given, notice of the occurrence of any of the following events numbered (i) to (x) with respect to the Bonds not later than 10 business days after the occurrence of the event:
(i) principal and interest payment delinquencies;
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(ii) unscheduled draws on debt service reserves reflecting financial difficulties;
(iii) unscheduled draws on credit enhancements reflecting financial difficulties;
(iv) substitution of credit or liquidity providers, or their failure to perform; (v) issuance by the Internal Revenue Service of proposed or final determination of taxability or of a Notice of Proposed Issue (IRS Form 5701 TEB) or adverse tax opinions;
(vi) tender offers;
(vii) defeasances;
(viii) rating changes;
(ix) bankruptcy, insolvency, receivership or similar event of the obligated person; or
(x) default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the Authority, any of which reflect financial difficulties.

Note: for the purposes of the event identified in item (ix), the event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an obligated person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under State or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the obligated person, or if such jurisdiction has been assumed by leaving the existing governmental body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the obligated person.
(b) The Authority shall give, or cause to be given, notice of the occurrence of any of the following events numbered (i) to (viii) with respect to the Bonds not later than 10 business days after the occurrence of the event, if material:
(i) unless described in Section 5(a)(v), other material notices or determinations by the Internal Revenue Service with respect to the tax status of the Bonds or other material events affecting the tax status of the Bonds; (ii) modifications to rights of Holders;
(iii) unscheduled or contingent bond calls;
(iv) release, substitution, or sale of property securing repayment of the Bonds; (v) non-payment related defaults;
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(vi) the consummation of a merger, consolidation, 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 pursuant to its terms;
(vii) appointment of a successor or additional trustee or the change of name of a trustee; or
(viii) incurrence of a Financial Obligation of the Authority or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the Authority, any of which affect holders of the Bonds; and (c) The Authority shall give, or cause to be given, in a timely manner, notice of a failure to provide the annual financial information on or before the date specified in Section 3 and in the manner set forth in Section 3.
(d) Whenever the Authority obtains knowledge of the occurrence of a Listed Event described in Section 5(b), the Authority shall determine if such event would be material under applicable federal securities laws.
(e) If the Authority learns of the occurrence of a Listed Event described in Section 5(a), or determines that knowledge of a Listed Event described in Section 5(b) would be material under applicable federal securities laws, the Authority shall within 10 business days of occurrence file a notice of such occurrence with the Repository in electronic format, accompanied by such identifying information as is prescribed by the Repository. Notwithstanding the foregoing, notice of the Listed Event described in Section 5(b)(ii) need not be given under this subsection any earlier than the notice, if any, of the underlying event is given to Holders of affected Bonds.

Section 6. Termination of Reporting Obligation. Each party’s obligations under this Disclosure Agreement shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the Authority shall give notice of such termination in the same manner as for a Listed Event under Section 5(e).

Section 7. Dissemination Agent. The Authority may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent.

The Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the Authority pursuant to this Disclosure Agreement. If at any time there is not any other designated Dissemination Agent, the Authority shall be the Dissemination Agent, The initial Dissemination Agent shall be [_____].

Section 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Agreement, the Authority, the Trustee and the Dissemination Agent may amend this Disclosure Agreement (and the Trustee and the Dissemination Agent shall agree to any amendment so requested by the Authority provided such amendment does not impose any greater duties, nor risk of liability, on the Trustee or the Dissemination Agent, as the case may be), and any provision of this Disclosure Agreement may be waived, provided that the following conditions are satisfied:
(a) if the amendment or waiver relates to the provisions of Section 3(a), 4, 5(a) or 5(b), it may only be made in connection with a change in circumstances that arises from a change in F-6
legal requirements, change in law, or change in the identity, nature or status of an obligated person with respect to the Bonds, or the type of business conducted; (b) the undertaking, as amended or taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) the amendment or waiver either: (i) is approved by the Holders of the Bonds in the same manner as provided in the Indenture for amendments to the Indenture with the consent of Holders; or (ii) does not, in the opinion of the Trustee or nationally recognized bond counsel, materially impair the interests of the Holders or Beneficial Owners of the Bonds.

In the event of any amendment or waiver of a provision of this Disclosure Agreement, the Authority shall describe such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or, in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Authority. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements: (i) notice of such change shall be given in the same manner as for a Listed Event under Section 5, and (ii) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles.

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

Section 10. Electronic Filing. The Authority may satisfy its disclosure obligations hereunder to file any notice, document or information by filing the same with the MSRB through MSRB’s Electronic Municipal Market Access system, in the format and with identifying or other information as may be required by the Securities and Exchange Commission or the MSRB, or by filing the same with any other Repository that may be recognized by the Securities and Exchange Commission, in such manner as may be required by the Securities and Exchange Commission or such Repository.

Section 11. Default. In the event of a failure of the Authority, the Trustee or the Dissemination Agent to comply with any provision of this Disclosure Agreement, the Trustee may (and, at the written request of any Participating Underwriter or the Holders of at least 25% aggregate principal amount of Outstanding Bonds, shall, but only to the extent indemnified to its satisfaction), or any Holder or Beneficial Owner of the Bonds may, take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Authority or the Dissemination Agent, as the case may be, to comply with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement shall not be deemed an Event of Default under the Indenture, and the sole remedy under this Disclosure Agreement in the event of any failure of the Authority, the Trustee and the Dissemination Agent to comply with this Disclosure Agreement shall be an action to compel performance.

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Section 12. Duties, Immunities and Liabilities of Trustee and Dissemination Agent. The Dissemination Agent and the Trustee shall have only such duties as are specifically set forth in this Disclosure Agreement, and the Authority, to the extent permitted by law, agrees to indemnify and save the Dissemination Agent and the Trustee, their officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys’ fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent’s or Trustee’s respective negligence or willful misconduct. The obligations of the Authority under this Section shall survive resignation or removal of the Dissemination Agent and the payment of the Bonds.

Section 13. Notices. Any notices or communications to or among any of the parties to this Disclosure Agreement may be given as follows:
to the Authority: Santa Fe Springs Public Financing Authority 11710 Telegraph Road
Santa Fe Springs, CA
Attention: Executive Director
to the Underwriter: Cabrera Capital Markets, LLC
915 Wilshire Blvd., 8th Floor
Los Angeles, CA 90071
to the Dissemination Agent: [_____]
____________________
____________________
Attention: ____________________
Any person may, by written notice to the other persons listed above, designate a different address or telephone number(s) to which subsequent notices or communications should be sent.

Section 14. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Authority, the Trustee, the Dissemination Agent, the Participating Underwriters and Holders and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity.

Section 15. Counterparts. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

Dated as of [DATE].

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SANTA FE SPRINGS PUBLIC FINANCING

AUTHORITY
By
, Executive Director
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Trustee
By
, Authorized Officer
[_____], as Dissemination Agent
By
, Authorized Officer

F-9

EXHIBIT A

FORM OF NOTICE TO REPOSITORY OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: Santa Fe Springs Public Financing Authority Name of Issue: $[PAR AMOUNT] Santa Fe Springs Public Financing Authority 2025 Special Parcel Tax Revenue Bonds
Date of Issuance: [DATE]
NOTICE IS HEREBY GIVEN that the Santa Fe Springs Public Financing Authority (the “Authority”) has not provided an Annual Report with respect to the above-named Bonds as required by the Continuing Disclosure Agreement, dated as of [DATE], by and among the Authority, the Trustee and the Dissemination Agent. The Authority anticipates that the Annual Report will be filed by ____________________.

Dated: _______________
[_____],
as Dissemination Agent
By [form only; no signature required]
cc: Santa Fe Springs Public Financing Authority
1 $_________

SANTA FE SPRINGS PUBLIC FINANCING AUTHORITY
2025 SPECIAL PARCEL TAX REVENUE BONDS

BOND PURCHASE AGREEMENT
________, 2025
Santa Fe Springs Public Financing Authority
11710 Telegraph Road
Santa Fe Springs, California 90670
Ladies and Gentlemen:

Cabrera Capital Markets, LLC (the “Underwriter”) offers to enter into this Bond Purchase Agreement (this “Purchase Agreement”) with the Santa Fe Springs Public Financing Authority (the “Authority”) with regard to the Bonds described below, which Purchase Agreement, upon the acceptance hereof by the Authority, will be binding upon the Authority and the Underwriter. This offer is made subject to the written acceptance of this Purchase Agreement by the Authority and the delivery of such acceptance to the Underwriter at or prior to 11:59 p.m., California time, on the date hereof, and, if it is not so accepted, such offer may be withdrawn by the Underwriter upon written notice to the Authority by the Underwriter at any time before its acceptance. Capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in the Indenture of Trust, dated as of April 1, 2025 (the “Indenture”), by and between the Authority and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

The Authority acknowledges and agrees that: (i) the purchase and sale of the Bonds pursuant to this Purchase Agreement is an arm’s-length commercial transaction between the Authority, on one hand, and the Underwriter, on the other; (ii) in connection therewith and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriter is and has been acting solely as principal and not as a Municipal Advisor (as defined in Section 15B of The Securities Exchange Act of 1934, as amended); (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the Authority with respect to the offering contemplated hereby or the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter has provided other services or is currently providing other services to the Authority on other matters); (iv) the Underwriter has no obligation to the Authority with respect to the offering contemplated by this Purchase Agreement except the obligations expressly set forth in this Purchase Agreement; (v) the Underwriter has financial and other interests that differ from those of the Authority; and (vi) the Authority has consulted its own legal, financial and other advisors to the extent it has deemed appropriate.

Section 1. Purchase and Sale. Upon the terms and conditions and upon the basis of the representations, warranties, and agreements hereinafter set forth, the Underwriter hereby agrees to purchase from the Authority for reoffering to the public, and the Authority hereby agrees to sell to the Underwriter for such purpose, all (but not less than all) of the $_______ aggregate principal amount of the Santa Fe Springs Public Financing Authority 2025 Special Parcel Tax Revenue Bonds 2 (the “Bonds”). The purchase price of the Bonds shall be $______ (representing the par amount of the Bonds, plus an original issue premium of $______, and less an Underwriter’s discount of $______).

Section 2. The Bonds and Related Documents. The Bonds shall mature on the dates and in the amounts, and will bear interest at the rates, set forth in Exhibit A hereto and as further described in the Official Statement. The Bonds shall be as described in, subject to redemption as described in and shall be secured under and pursuant to the Indenture substantially in the form previously submitted to the Underwriter with only such changes therein as shall be mutually agreed upon by the Authority and the Underwriter.

The proceeds of the Bonds shall be used to (i) finance the costs of public capital improvements for the purpose of maintaining and repairing the roads in the City of Santa Fe Springs (the “City”); [(ii) purchase a Reserve Policy (the “Reserve Policy”) for the bonds from ______ (the “Insurer”); and (iii) pay the costs incurred in connection with the issuance of the Bonds. The Bonds are special obligations of the Authority payable solely from, and are secured by a first and prior lien on, Revenues of the Authority. “Revenues” generally consist of revenues from a special parcel tax (the “Parcel Tax,” and the revenues from such Parcel Tax herein being referred to as the “Parcel Tax Revenues”) levied and collected on each taxable parcel of real property within the City.

The Indenture, the Continuing Disclosure Agreement, dated as of the Closing Date (the “Continuing Disclosure Agreement”), the Financing Agreement, dated as of April 1, 2025 (the “Financing Agreement”), by and between the Authority and the City, and this Purchase Agreement are collectively referred to herein as the “Authority Documents.” Section 3. Public Offering and Establishment of Issue Price. (a) The Underwriter agrees to make an initial public offering of all of the Bonds at the public offering prices (or yields) set forth on Exhibit A attached hereto and incorporated herein by reference. Subsequent to the initial public offering, the Underwriter reserves the right to change the public offering prices (or yields) as the Underwriter deems necessary in connection with the marketing of the Bonds, provided that the Underwriter shall not change the interest rates set forth on Exhibit A. The Bonds may be offered and sold to certain dealers at prices lower than such initial public offering prices.
(b) The Underwriter agrees to assist the Authority in establishing the issue price of the Bonds and shall execute and deliver to the Authority at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Authority and Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds.

All actions to be taken by the Authority under this section to establish the issue price of the Bonds may be taken on behalf of the Authority by the Authority’s municipal advisor, Kosmont Financial Services, LLC, Manhattan Beach, California (the “Municipal Advisor”) and any notice or report to be provided to the Authority may be provided to the Municipal Advisor. (c) Except as otherwise set forth in Exhibit A, the Authority will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number 3 within that maturity will be subject to the 10% test). At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Authority the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Authority the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until either (i) all Bonds of that maturity have been sold or (ii) the 10% test has been satisfied as to the Bonds of that maturity, provided that, the Underwriter’s reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, the Authority or Bond Counsel. (d) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A. Exhibit A also sets forth, identified under the column “Hold the Offering Price Rule Used,” as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Authority and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Authority to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(i) the close of the fifth (5th) business day after the sale date; or (ii) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.

The Underwriter shall promptly advise the Authority when it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public, if that occurs prior to the close of the fifth (5th) business day after the sale date. (e) The Underwriter confirms that any selling group agreement and any retail distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such retail distribution agreement, as applicable, to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allotted to it until it is notified by the Underwriter that either the 10% test has been satisfied as to the Bonds of that maturity or all Bonds of that maturity have been sold to the public and (B) comply with the holdthe-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter.

The Authority acknowledges that, in making the representation set forth in this subsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the hold-the-offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a retail distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The Authority further 4 acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a retail distribution agreement, to comply with its corresponding agreement regarding the hold-the-offering-price rule as applicable to the Bonds.
(f) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this section.

Further, for purposes of this section:
(i) “public” means any person other than an underwriter or a related party;
(ii) “underwriter” means (A) any person that agrees pursuant to a written contract with the Authority (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the public); (iii) a purchaser of any of the Bonds is a “related party” to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (i) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (ii) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other); and
(iv) “sale date” means the date of execution of this Purchase Agreement by all parties.

Section 4. The Official Statement. By its acceptance of this proposal, the Authority ratifies, confirms and approves of the use and distribution by the Underwriter prior to the date hereof of the preliminary official statement relating to the Bonds dated _______, 2025 (including the cover page, all appendices and all information incorporated therein and any supplements or amendments thereto and as disseminated in its printed physical form or in electronic form in all respects materially consistent with such physical form, the “Preliminary Official Statement”) that authorized officers of the Authority deemed “final” as of its date, for purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934, as amended (“Rule 15c2-12”), except for certain information permitted to be omitted therefrom by Rule 15c2-12. The Underwriter has reviewed the Preliminary Official Statement in compliance with their obligations under section (b)(1) of Rule 15c2-12. The Authority hereby agrees to deliver or cause to be delivered to the Underwriter, within seven business days of the date hereof, copies of the final official statement, dated the date hereof, relating to the Bonds (including all information previously permitted to have been omitted by Rule 15c2-12), including the cover page, all appendices, all information incorporated therein and any amendments or 5 supplements as have been approved by the Authority and the Underwriter (the “Official Statement”) in such quantity as the Underwriter shall reasonably request to comply with Section (b)(4) of Rule 15c2-12 and the rules of the Municipal Securities Rulemaking Board (the “MSRB”).

The Underwriter hereby agrees that the Underwriter will not request that payment be made by any purchaser of the Bonds prior to delivery by the Underwriter to the purchaser of a copy of the Official Statement. The Underwriter agrees to provide the Authority with final pricing information on the Bonds on a timely basis. The Underwriter agrees to promptly file a copy of the Official Statement, including any supplements prepared by the Authority with the MSRB at http://emma.msrb.org. The Authority hereby approves of the use and distribution by the Underwriter of the Preliminary Official Statement in connection with the offer and sale of the Bonds. The Authority will cooperate with the Underwriter in the filing by the Underwriter of the Official Statement with the MSRB.

Section 5. Closing. At 8:30 a.m., California time, on _______, 2025, or at such other time or date as the Authority and the Underwriter agree upon (the “Closing Date”), the Authority shall deliver or cause to be delivered to the Trustee, the Bonds, in definitive form, registered in the name of Cede & Co., as the nominee of The Depository Trust Company (“DTC”), so that the Bonds may be authenticated by the Trustee and credited to the account specified by the Underwriter under DTC’s FAST procedures. Concurrently with the delivery of the Bonds, the Authority will deliver the documents hereinafter mentioned at the offices of Best Best & Krieger LLP, Los Angeles, California (“Bond Counsel”), or another place to be mutually agreed upon by the Authority and the Underwriter. The Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in Section 1 hereof by wire transfer in immediately available funds. This payment for and delivery of the Bonds, together with the delivery of the aforementioned documents, is herein called the “Closing.”
The Bonds shall be registered in the name of Cede & Co., as nominee of DTC in denominations of five thousand dollars ($5,000) or any integral multiple thereof. The Authority acknowledges that the services of DTC will be used initially by the Underwriter in order to permit the issuance of the Bonds in book-entry form, and agree to cooperate fully with the Underwriter in employing such services.

Section 6. Representations, Warranties and Covenants of the Authority. The Authority represents, warrants, and covenants to the Underwriter that:
(a) The Authority is a joint exercise of power authority organized and existing under and by virtue of the Constitution and laws of the State of California (the “State”). (b) The Authority has full legal right, power and authority to adopt or enter into, as the case may be, and to carry out and consummate the transactions on its part contemplated by the Authority Documents and the resolution adopted by the Governing Board of the Authority (the “Governing Board”) approving the execution and delivery of the Authority Documents and the issuance and sale of the Bonds (the “Authority Resolution”). (c) By all necessary official action, the Governing Board has adopted the Authority Resolution and has duly authorized and approved the Authority Documents, has duly authorized and approved the Preliminary Official Statement and the Official Statement, and has duly authorized and approved the execution and delivery of, and the performance by the Authority of the 6 obligations on its part contained in, the Authority Documents and the consummation by it of all other transactions contemplated by the Authority Documents in connection with the issuance and sale of the Bonds. As of the date hereof, such authorizations and approvals are in full force and effect and have not been amended, modified or rescinded. When executed and delivered, and assuming due execution and delivery by the other parties thereto, if applicable, the Authority Documents will constitute the legally valid and binding obligations of the Authority enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors’ rights generally, or by the exercise of judicial discretion and the limitations on legal remedies against municipal corporations in the State. The Authority has complied, and will at the Closing be in compliance in all material respects, with the terms of the Authority Documents. (d) The Authority is not in any material respect in breach of or default under any applicable constitutional provision, law or administrative regulation of any state or of the United States, or any agency or instrumentality of either, or any applicable judgment or decree, or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party which breach or default has or may have a materially adverse effect on the ability of the Authority to perform its obligations under the Authority Documents, and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute such a default or event of default under any such instrument; and the adoption, execution and delivery of the Authority Documents, if applicable, and compliance with the provisions on the Authority’s part contained therein, will not conflict in any material way with or constitute a material breach of or a material default under any constitutional provision, law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the Authority or under the terms of any such law, regulation or instrument, except as may be provided by the Authority Documents. (e) All material authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by the Authority of its obligations in connection with the Authority Documents have been duly obtained or, when required for future performance, are expected to be obtained, other than such approvals, consents and orders as may be required under the Blue Sky or securities laws of any state in connection with the offering and sale of the Bonds; except as described in or contemplated by the Preliminary Official Statement, all authorizations, approvals, licenses, permits, consents and orders of any governmental authority, board, agency or commission having jurisdiction of the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by, the Authority of its obligations under the Authority Documents have been duly obtained. (f) The Preliminary Official Statement was as of its date, and the Official Statement is, and at all times subsequent to the date of the Official Statement up to and including the Closing will be, true and correct in all material respects, and the Preliminary Official Statement and the Official Statement do not and will not contain and up to and including the Closing will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not 7 misleading (except that this representation does not include statements in the Official Statement under the caption “UNDERWRITING” and information regarding DTC and its book-entry only system, as to which no view is expressed).
(g) The Authority will advise the Underwriter promptly of any proposal to amend or supplement the Official Statement. The Authority will advise the Underwriter promptly of the institution of any proceedings known to it by any governmental authority prohibiting or otherwise affecting the use of the Official Statement in connection with the offering, sale or distribution of the Bonds.
(h) As of the time of acceptance hereof and the Closing, except as disclosed in the Official Statement, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental authority, public board or body, pending, with service of process upon the Authority having been accomplished, or threatened in writing to the Authority:
(i) in any way questioning the corporate existence of the Authority or the titles of the officers of the Authority to their respective offices; (ii) affecting, contesting or seeking to prohibit, restrain or enjoin the issuance or delivery of any of the Bonds, or of any amounts pledged or to be pledged to pay the principal of and interest on the Bonds, or in any way contesting or affecting the validity of the Bonds, or the Authority Documents or the consummation of the transactions contemplated thereby or hereby, or contesting the exclusion of the interest on the Bonds from taxation, or contesting the powers of the Authority to issue the Bonds; (iii) which would be likely to result in any material adverse change relating to the business, operations or financial condition of the or the levy of the parcel tax securing the Bonds; and (iv) contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or asserting that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (i) To the Authority’s knowledge, there is no basis for any action, suit, proceeding, inquiry or investigation of the nature described in clauses (i) through (iv) of paragraph 6(h).
(j) Until the date which is twenty-five (25) days after the “end of the underwriting period” (as hereinafter defined), if any event shall occur of which the Authority is aware that would cause the Official Statement to contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements in the Official Statement, in the light of the circumstances under which they were made, not misleading (except that this representation does not include information regarding DTC and its book entry only system, as to which no view is expressed), the Authority shall forthwith notify the Underwriter of any such event of which it has knowledge and shall cooperate fully in furnishing any information available to it for any supplement to the Official Statement necessary, in the Underwriter’s reasonable opinion, so that the statements therein as so supplemented will not be misleading in the light of the circumstances existing at such time and the Authority shall promptly furnish to the Underwriter a reasonable number of copies of such supplement. As used herein, the term “end of the underwriting period” means the later of such time as: (i) the Authority delivers the Bonds to the Underwriter; or (ii) the Underwriter does not retain, directly or as a member of an underwriting syndicate, an unsold balance of the Bonds for sale to the public. Unless the Underwriter gives notice to the contrary, the “end of the underwriting period” shall be deemed to be the Closing Date. Any notice delivered pursuant to this provision shall be written notice delivered to the Underwriter at or prior to the Closing Date of 8 the Bonds and shall specify a date (other than the Closing Date) to be deemed the “end of the underwriting period.”
(k) Except as disclosed in the Preliminary Official Statement and the Official Statement, the Authority has not within the last five years failed to comply in any material respect with any continuing disclosure undertakings with regard to Rule 15c2-12, to provide annual reports or notices of enumerated events specified in such rule. (l) The Authority will refrain from taking any action, or permitting any action to be taken, with regard to which the Authority may exercise control, that results in the loss of the tax-exempt status of the interest on the Bonds.
(m) To the extent required by law, the Authority will undertake, pursuant to the Continuing Disclosure Agreement and the other Authority Documents, to provide annual reports and notices of certain events. A description of this undertaking is set forth in Appendix F to the Preliminary Official Statement and will also be set forth in the Official Statement. (n) The Indenture creates a valid pledge of and first lien upon the Revenues in favor of the Bonds.
(o) Any certificate signed by any officer of the Authority authorized to execute such certificate in connection with the execution, sale and delivery of the Bonds and delivered to the Underwriter shall be deemed a representation and warranty of the Authority to the Underwriter as to the statements made therein but not of the person signing such certificate.

Section 7. Conditions to the Obligations of the Underwriter. The Underwriter has entered into this Purchase Agreement in reliance upon the representations and warranties of the Authority contained herein. The obligation of the Underwriter to accept delivery of and pay for the Bonds on the Closing Date shall be subject, at the option of the Underwriter, to the accuracy in all material respects of the statements of the officers and other officials of the Authority, as well as authorized representatives of Bond Counsel and the Trustee made in any Bonds or other documents furnished pursuant to the provisions hereof; to the performance by the Authority of its obligations to be performed hereunder at or prior to the Closing Date; and to the following additional conditions:
(a) The representations, warranties and covenants of the Authority contained herein shall be true and correct at the date hereof and at the time of the Closing, as if made on the Closing Date.
(b) At the time of Closing, the Authority Documents shall be in full force and effect as valid and binding agreements between or among the various parties thereto, and the Authority Documents, and the Official Statement shall not have been amended, modified or supplemented except as may have been agreed to in writing by the Underwriter, and the Authority Resolution shall be in full force and effect.
(c) At the time of the Closing, no material default shall have occurred or be existing under the Authority Documents or any other agreement or document pursuant to which any of the Authority’s financial obligations were executed and delivered, and the Authority shall not be in default in the payment of principal or interest with respect to any of its financial obligations, which 9 default would materially adversely impact the ability of the Authority to pay debt service on the Bonds from Revenues.
(d) In recognition of the desire of the Authority and the Underwriter to effect a successful public offering of the Bonds, and in view of the potential adverse impact of any of the following events on such a public offering, the Underwriter shall have the right to cancel the Underwriter’s obligation to purchase the Bonds and to terminate this Purchase Agreement by written notice to the Authority if, between the date of this Purchase Agreement to and including the Closing Date, in the Underwriter’s sole and reasonable judgment any of the following events shall occur regardless of whether any of the following events were in existence or known of on the date of this Purchase Agreement:
(i) any event shall occur which makes untrue any material statement or results in an omission to state a material fact necessary to make the statements in the Official Statement, in the light of the circumstances under which they were made, not misleading, which event, in the reasonable opinion of the Underwriter would materially or adversely affect the ability of the Underwriter to market the Bonds; or
(ii) the marketability of the Bonds or the market price thereof, in the opinion of the Underwriter, has been materially adversely affected by an amendment to the Constitution of the United States or by any legislation in or by the Congress of the United States or by the State, or the amendment of legislation pending as of the date of this Purchase Agreement in the Congress of the United States, or the recommendation to Congress or endorsement for passage (by press release, other form of notice or otherwise) of legislation by the President of the United States, the Treasury Department of the United States, the Internal Revenue Service or the Chairman or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives, or the proposal for consideration of legislation by either such Committee or by any member thereof, or the presentment of legislation for consideration as an option by either such Committee, or by the staff of the Joint Committee on Taxation of the Congress of the United States, or the favorable reporting for passage of legislation to either House of the Congress of the United States by a Committee of such House to which such legislation has been referred for consideration, or any decision of any federal or state court or any ruling or regulation (final, temporary or proposed) or official statement on behalf of the United States Treasury Department, the Internal Revenue Service or other federal or State authority affecting the federal or State tax status of the Authority, or the interest on or with respect to bonds or notes (including the Bonds); or
(iii) any legislation, ordinance, rule or regulation shall be enacted by any governmental body, department or authority of the State, or a decision by any court of competent jurisdiction within the State shall be rendered which materially adversely affects the market price of the Bonds; or
(iv) an order, decree or injunction issued by any court of competent jurisdiction, or order, ruling, regulation (final, temporary or proposed), official statement or other form of notice or communication issued or made by or on behalf of the Securities and Exchange Commission, or any other governmental authority having jurisdiction of the subject matter, to the effect that: (i) obligations of the general character of the Bonds, or the Bonds, including any or all underlying arrangements, are not exempt from registration under the Securities Act of 1933, as amended, or that the Indenture is not exempt from qualification under the Trust Indenture Act of 10 1939, as amended; or (ii) the issuance, offering or sale of obligations of the general character of the Bonds, or the issuance, offering or sale of the Bonds, including any or all underlying obligations, as contemplated hereby or by the Official Statement, is or would be in violation of the federal securities laws as amended and then in effect; or
(v) legislation shall be enacted by the Congress of the United States, or a decision by a court of the United States shall be rendered, to the effect that obligations of the general character of the Bonds, or the Bonds are not exempt from registration under or other requirements of the Securities Act of 1933, as amended and as then in effect, or the Securities Exchange Act of 1934, as amended and as then in effect, or that the Indenture is not exempt from qualification under or other requirements of the Trust Indenture Act of 1939, as amended and as then in effect; or (vi) any new restriction on transactions in securities materially affecting the market for securities (including the imposition of any limitation on interest rates) or the extension of credit by, or a charge to the net capital requirements of, underwriters shall have been established by the New York Stock Exchange, the SEC, any other federal or State agency or the Congress of the United States, or by Executive Order; or
(vii) a material disruption in securities settlement, payment or clearance services affecting the Securities shall have occurred; or (viii) a general banking moratorium shall have been declared by federal, State or New York authorities; or
(ix) the market price or marketability of the Bonds, or the ability of the Underwriter to enforce contracts for the sale of the Bonds, shall be materially adversely affected by any of the following events:
(A) there shall have occurred (i) an outbreak or escalation of hostilities or the declaration by the United States of a national emergency or war or (ii) any other calamity or crisis in the financial markets of the United States or elsewhere or the escalation of such calamity or crisis; or
(B) a general suspension of trading on the New York Stock Exchange or other major exchange shall be in force, or minimum or maximum prices for trading shall have been fixed and be in force, or maximum ranges for prices for securities shall have been required and be in force on any such exchange, whether by virtue of determination by that exchange or by order of the Securities and Exchange Commission or any other governmental authority having jurisdiction; or
(C) any rating of the Bonds shall have been downgraded or withdrawn by a national rating service, which, in the opinion of the Underwriter, materially adversely affects the market price of the Bonds; or
(D) the commencement of any action, suit or proceeding
described in Section 6(h).
(e) at or prior to the Closing, the Underwriter shall receive the following documents, in each case to the reasonable satisfaction in form and substance of the Underwriter:
11 (i) The Authority Resolution;
(ii) The Authority Documents duly executed and delivered by the respective parties thereto, with only such amendments, modifications or supplements as may have been agreed to in writing by the Underwriter;
(iii) All resolutions relating to the Bonds and authorizing the execution and delivery of the Financing Agreement adopted by the City and certified by an authorized official of the City (the “City Resolution”;
(iv) The approving opinion of Bond Counsel dated the Closing Date and addressed to the Authority, in substantially the form attached as Appendix D to the Official Statement, and a reliance letter thereon addressed to the Underwriter; (v) A supplemental opinion of Bond Counsel dated the Closing Date and addressed to the Underwriter, to the effect that:
(A) the statements in the Official Statement under the captions “INTRODUCTION,” “THE BONDS” (excluding therefrom all information pertaining to DTC and its book-entry only system, as to which no opinion need be expressed), “SECURITY FOR THE BONDS,” and “TAX MATTERS,” and in Appendix C—“SUMMARY OF CERTAIN PROVISIONS OF PRINCIPAL LEGAL DOCUMENTS” and Appendix D—“FORM OF BOND COUNSEL OPINION,” excluding any material that may be treated as included under such captions and appendices by any cross-reference, insofar as such statements expressly summarize provisions of the Bonds, the Indenture, the Financing Agreement and Bond Counsel’s final opinion concerning certain federal tax matters relating to the Bonds, are accurate in all material respects as of the Closing Date, provided that Bond Counsel need not express any opinion with respect to any financial or statistical data contained therein or with respect to the book-entry system in which the Bonds are initially delivered;
(B) The Purchase Agreement and the Continuing Disclosure Agreement have been duly authorized, executed and delivered by the Authority, as applicable, and are the valid, legal and binding agreements of the Authority, as applicable, enforceable in accordance with its respective terms, except that the rights and obligations under the Purchase Agreement and the Continuing Disclosure Agreement are subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws affecting creditors’ rights, to the application of equitable principles if equitable remedies are sought, to the exercise of judicial discretion in appropriate cases and to limitations on legal remedies against public agencies in the State, and provided that no opinion need be expressed with respect to any indemnification or contribution provisions contained therein; and
(C) The Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Indenture is exempt from qualification under the Trust Indenture Act of 1939, as amended;
(vi) The Official Statement, executed on behalf of the Authority, and the Preliminary Official Statement;
12 (vii) Evidence that the rating on the Bonds is as described in the Official Statement;
(viii) A certificate, dated the Closing Date, signed by a duly authorized officer of the Authority satisfactory in form and substance to the Underwriter to the effect that: (i) the representations, warranties and covenants of the Authority contained in this Purchase Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date by the Authority, and the Authority has complied with, in all material respects, all of the terms and conditions of the Purchase Agreement required to be complied with by the Authority at or prior to the Closing Date; (ii) no event affecting the Authority has occurred since the date of the Official Statement which should be disclosed in the Official Statement for the purposes for which it is to be used or which is necessary to disclose therein in order to make the statements and information therein not misleading in any material respect; (iii) the information and statements contained in the Preliminary Official Statement did not as of its date and as of the date of this Purchase Agreement, and the Official Statement did not as of its date and does not as of the Closing (in each case excluding therefrom the information under the caption “UNDERWRITING” and information regarding DTC and its book entry only system) contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading in any material respect; and (iv) the Authority is not, in any material respect, in breach of or default under any applicable law or administrative regulation of the State or the United States or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement (including but not limited to the Indenture) or other instrument to which the Authority is a party or is otherwise subject, which would have a material adverse impact on the Authority’s ability to perform its obligations under the Authority Documents, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute such a default or event of default under any such instrument;
(ix) an opinion dated the Closing Date and addressed to the Underwriter and the Trustee, of Olivarez Madruga Law Organization LLC, Los Angeles, California, as General Counsel to the Authority, to the effect that:
(A) The Authority is a joint exercise of powers authority organized and existing under and by virtue of the Constitution and laws of the State; (B) The Authority Resolution has been duly adopted by the Governing Board, is in full force and effect and has not been modified, amended, rescinded or repealed since its date of adoption;
(C) Except as otherwise disclosed in the Official Statement, there is no litigation, proceeding, action, suit, or investigation at law or in equity before or by any court, governmental authority or body, pending, with service of process upon the Authority having been accomplished, or, to the best knowledge of such counsel, threatened in writing against the Authority, challenging the creation, organization or existence of the Authority, or the validity of the Authority Documents or seeking to restrain or enjoin the repayment of the Bonds or in any way contesting or affecting the validity of the Authority Documents or contesting the authority of the Authority to enter into or perform its obligations under any of the Authority Documents, or which, in any manner, questions the right of the Authority to pay debt service on the Bonds from Revenues; 13 (D) To the best of such counsel’s knowledge the execution and delivery of the Authority Documents and compliance with the provisions thereof, do not and will not in any material respect conflict with or constitute on the part of the Authority a breach of or default under any agreement or other instrument to which the Authority is a party or by which it is bound or any existing law, regulation, court order or consent decree to which the Authority is subject, which breach or default has or may have a material adverse effect on the ability of the Authority to perform its obligations under the Authority Documents;
(x) An opinion of, Best Best & Krieger LLP, Los Angeles, California, in its capacity as Disclosure Counsel, dated the Closing Date and addressed to the Authority and the Underwriter, to the effect that, based upon the information made available to them in the course of their participation in the preparation of the Preliminary Official Statement and the Official Statement and without passing on and without assuming any responsibility for the accuracy, completeness and fairness of the statements in the Preliminary Official Statement and the Official Statement, and having made no independent investigation or verification thereof, and stated as a matter of fact and not opinion that, during the course of its representation of the Authority on this matter, no facts came to the attention of the attorneys in its firm rendering legal services in connection with the Preliminary Official Statement and the Official Statement which caused them to believe that the Preliminary Official Statement as of its date and as of the date hereof, or the Official Statement as of its date and as of the Closing Date (except any CUSIP numbers, financial, accounting, statistical or economic, engineering or demographic data or forecasts, numbers, charts, tables, graphs, estimates, projections, assumptions or expressions of opinion, environmental litigation, environmental matters, information relating to The Depository Trust Company and its book-entry system, included or referred to therein, which shall be expressly excluded from the scope of this paragraph and as to which such firm need not express any opinion or view) contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (xi) An opinion of Kutak Rock LLP, counsel to the Underwriter, in form and substance satisfactory to the Underwriter;
(xii) An opinion or opinions of counsel to the Trustee, addressed to the Underwriter and dated the Closing Date, in form and substance satisfactory to the Underwriter and to Bond Counsel;
(xiii) A certificate, dated the date of Closing, signed by a duly authorized officer of the City satisfactory in form and substance to the Underwriter to the effect that: (i) the City is a municipal corporation duly organized and existing pursuant to and under the Constitution and laws of the State and has all necessary power and authority to enter into and perform its duties under the Financing Agreement and has by official action duly authorized and approved the execution and delivery of, and the performance by the City of the obligations on its part contained in the Financing Agreement; (ii) to the best of such officer’s knowledge, the execution and delivery by the City of the Financing Agreement and the approval by the City of the Financing Agreement and compliance with the provisions on the City’s part contained in the Financing Agreement, will not conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, indenture, trust agreement, bond, note, resolution, agreement or other instrument to which the City is a party or is otherwise subject to, which conflict, breach or default has or may have a material adverse effect on the ability of the City to carry out its obligations under the Financing Agreement, nor will any such execution, delivery, adoption or compliance result in the creation or 14 imposition of any material lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets of City under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, trust agreement, bond, note, resolution, agreement or other instrument, except as provided by the Financing Agreement; (iii) the City is not in breach of or default under any applicable law or administrative regulation of the State or the United States of America or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party or is otherwise subject, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or an event of default under any such instrument, in each case which breach or default has or may have a material adverse effect on the ability of the City to perform its obligations under the Financing Agreement; (iv) the audited financial statements of the City appended to the Official Statement for the year ended June 30, 2024, and any unaudited financial information presented in the body thereof, fairly present the financial position and results of the City as of the dates and for the periods set forth and except as disclosed in the Preliminary Official Statement, the Official Statement or otherwise disclosed in writing to the Underwriter, there has not been any materially adverse change in the financial condition of the City or in its operations since June 30, 2024 and, except as disclosed in the Preliminary Official Statement, the Official Statement or otherwise disclosed in writing to the Underwriter, there has been no occurrence, circumstance or combination thereof which is reasonably expected to result in any such materially adverse change; (v) there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, that is pending or, to the knowledge of the officers of the City, threatened (a) in any way questioning the corporate existence of the City or the titles of the officers of the City to their respective offices; (b) affecting, contesting or seeking to prohibit, restrain or enjoin the execution or delivery of any of the Bonds, or in any way contesting or affecting the validity of the Bonds or the Financing Agreement or the consummation of the transactions contemplated thereby, or contesting the exclusion of the interest on the Bonds from gross income for federal income tax purposes or contesting the power of the City to enter into the Financing Agreement; or (c) which may result in any material adverse change to the financial condition of the City or to its ability to pay the Parcel Tax Payments when due; (vi) except for the Bonds, the City does not have any material obligations secured by the Parcel Tax Revenues; and (vii) the City has obtained all approvals required for the City to enter into the Financing Agreement, including the pledge of Parcel Tax Revenues to payment of the Parcel Tax Payments; (xiv) an opinion dated the Closing Date and addressed to the Underwriter, the Trustee and the Authority, of Olivarez Madruga Law Organization LLC, Los Angeles, California, as City Attorney to the City, to the effect that:
(A) The City is a general law city and municipal corporation, organized and validly existing under the laws of the State of California; (B) The City Resolution has been duly adopted by the City Council, is in full force and effect and has not been modified, amended, rescinded or repealed since its date of adoption;
(C) Except as otherwise disclosed in the Official Statement, there is no litigation, proceeding, action, suit, or investigation at law or in equity before or by any court, governmental authority or body, pending, with service of process upon the City having been accomplished, or, to the best knowledge of such counsel, threatened in writing against the City, challenging the validity of the Financing Agreement or seeking to restrain or enjoin the payment of 15 the Parcel Tax Payments or in any way contesting or affecting the validity of the Financing Agreement or contesting the authority of the City to enter into or perform its obligations under the Financing Agreement, or which, in any manner, questions the right of the City to the Parcel Tax Payments;
(D) To the best of such counsel’s knowledge the execution and delivery of the Financing Agreement and compliance with the provisions thereof, do not and will not in any material respect conflict with or constitute on the part of the City a breach of or default under any agreement or other instrument to which the City is a party or by which it is bound or any existing law, regulation, court order or consent decree to which the City is subject, which breach or default has or may have a material adverse effect on the ability of the City to perform its obligations under the Financing Agreement;
(xv) A certificate or certificates, dated the Closing Date, signed by a duly authorized official of the Trustee in form and substance satisfactory to the Underwriter; (xvi) A certified copy of the general resolution of the Trustee authorizing the execution and delivery of certain documents by certain officers of the Trustee, which resolution authorizes the execution and delivery of the Indenture and the authentication and delivery of the Bonds by the Trustee;
(xvii) The preliminary Statement of Sale required to be delivered to the California Debt and Investment Advisory Commission pursuant to Section 53583 of the Government Code and Section 8855(g) of the Government Code;
(xviii) A copy of the executed Blanket Issuer Letter of Representations by and between the Authority and DTC relating to the book-entry system; (xix) The tax and nonarbitrage certificate of the Authority, relating to the Bonds, in form and substance to the reasonable satisfaction of Bond Counsel and the Underwriter; (xx) A certificate, dated the date of the Preliminary Official Statement, of the Authority, as required under Rule 15c2-12; and
(xxi) [The Reserve Policy issued by the Insurer;]
(xxii) Such additional legal opinions, certificates, proceedings, instruments or other documents as Bond Counsel or the Underwriter may reasonably request.

Section 8. Changes in Official Statement. After the Closing, the Authority will not adopt any amendment of or supplement to the Official Statement to which the Underwriter shall reasonably object in writing. Within 90 days after the Closing or within 25 days following the “end of the underwriting period” (as defined herein), whichever occurs first, if any event relating to or affecting the Bonds, the Trustee, or the Authority shall occur as a result of which it is necessary, in the opinion of the Underwriter, to amend or supplement the Official Statement in order to make the Official Statement not misleading in any material respect in the light of the circumstances existing at the time it is delivered to a purchaser, the Authority will forthwith prepare and furnish to the Underwriter an amendment or supplement that will amend or supplement the Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary 16 in order to make the statements therein, in the light of the circumstances existing at the time the Official Statement is delivered to such purchaser, not misleading. The Authority shall cooperate with the Underwriter in the filing by the Underwriter of such amendment or supplement to the Official Statement with the MSRB. The Underwriter acknowledges that the “end of the underwriting period” will be the Closing Date.

Section 9. Expenses. The Authority will pay or cause to be paid the approved expenses incident to the performance of its obligations hereunder and certain expenses relating to the sale of the Bonds, including, but not limited to (a) the cost of the preparation and printing or other reproduction of the Authority Documents (other than this Purchase Agreement); (b) the fees and disbursements of Bond Counsel, Disclosure Counsel, the Municipal Advisor and any other experts or other consultants retained by the Authority; (c) the costs and fees of the credit rating agencies; (d) the cost of preparing and delivering the definitive Bonds; (e) the cost of providing immediately available funds on the Closing Date; (f) the cost of the printing or other reproduction of the Preliminary Official Statement and Official Statement and any amendment or supplement thereto, including a reasonable number of certified or conformed copies thereof; and (g) the Underwriter’s out-of-pocket expenses (included in the expense component of the Underwriter’s discount) incurred by the Underwriter on behalf of the Authority’s employees which are incidental to implementing this Purchase Agreement. The Underwriter will pay all out-of-pocket expenses of the Underwriter, including without limitation, the expenses of the preparation of this Purchase Agreement, including the fees and expenses of its counsel, CDIAC fees, CUSIP Services Bureau charges, regulatory fees imposed on new securities issuers and any and all other expenses incurred by the Underwriter in connection with the public offering and distribution of the Bonds.

Section 10. Notices. Any notice or other communication to be given to the Underwriter under this Purchase Agreement may be given by delivering the same in writing to Cabrera Capital Markets, LLC, 915 Wilshire Boulevard, 8th Floor, Los Angeles, California 90017 Attention: Public Finance Department. Any notice or communication to be given the Authority under this Purchase Agreement may be given by delivering the same in writing to the Santa Fe Springs Public Financing Authority, 11710 Telegraph Road, Santa Fe Springs, California 90670, Attention: Executive Director.

Section 11. Parties in Interest. This Purchase Agreement is made solely for the benefit of the Authority and the Underwriter (including the successors or assigns thereof) and no other person shall acquire or have any right hereunder or by virtue hereof. All representations, warranties and agreements of the Authority in this Purchase Agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Underwriter and shall survive the delivery of and payment for the Bonds.

Section 12. Severability. In case any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof.

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

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Section 14. Governing Law. This Purchase Agreement shall be governed by and construed in accordance with the laws of the State.

CABRERA CAPITAL MARKETS, LLC
By:

Title: Authorized Officer
Accepted as of the date first stated above:

SANTA FE SPRINGS PUBLIC FINANCING AUTHORITY
By:

Authorized Officer
Time of Execution: _____ p.m. California Time
A-1

EXHIBIT A

MATURITY SCHEDULE
$__________

SANTA FE SPRINGS PUBLIC FINANCING AUTHORITY
2025 SPECIAL PARCEL TAX REVENUE BONDS
Maturity
Date
(June 1)
Principal
Amount Interest Rate Yield Price
10% Test
Used
Hold the
Offering
Price Rule
Used
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
___
(T)

(T) Term Bond.
(C) Priced to optional call at [par] on June 1, 20__.

B-1

EXHIBIT B

FORM OF ISSUE PRICE CERTIFICATE
The undersigned, Cabrera Capital Markets, LLC (the “Cabrera”), hereby certifies as set forth below with respect to the sale and issuance of the above-captioned bonds (the “Bonds”).

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

2. Initial Offering Price of the Hold-the-Offering-Price Maturities. (a) Cabrera offered the Hold-the-Offering-Price Maturities to the Public for purchase at the respective initial offering prices listed in Schedule A (the “Initial Offering Prices”) on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule B.
(b) As set forth in the Bond Purchase Agreement, dated _____, 2025, by and between Cabrera, as the underwriter, and the Santa Fe Springs Public Financing Authority, as the Issuer (as defined below), Cabrera has agreed in writing that: (i) for each Maturity of the Hold-the-OfferingPrice Maturities, it would neither offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the “hold-the-offering-price rule”); and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any third-party distribution agreement shall contain the agreement of each broker-dealer who is a party to the third-party distribution agreement, to comply with the hold-the-offering-price rule. Pursuant to such agreement, no Underwriter has offered or sold any Maturity of the Hold-the-Offering-Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period.

3. Defined Terms.
(a) General Rule Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “General Rule Maturities.”
(b) Hold-the-Offering-Price Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “Hold-the-Offering-Price Maturities.” (c) Holding Period means, with respect to a Hold-the-Offering-Price Maturity, the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date (which Sale Date is _____, 2025), or (ii) the date on which Cabrera has sold at least 10% of such Hold-the-Offering-Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold-the-Offering-Price Maturity.
(d) Issuer means the Santa Fe Springs Public Financing Authority.

B-2
(e) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate maturities.
(f) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term “related party” for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly.
(g) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is _______, 2025. (h) Underwriter means: (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public; and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a third-party distribution agreement participating in the initial sale of the Bonds to the Public).

The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents Cabrera’s interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax Certificate and with respect to compliance with the federal income tax rules affecting the Bonds, and by Best Best & Krieger LLP, in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds.

The certifications contained herein are not necessarily based on personal knowledge, but may instead be based on either inquiry deemed adequate by the undersigned or institutional knowledge (or both) regarding the matters set forth herein.

B-3

CABRERA CAPITAL MARKETS, LLC
By:

Name:

Dated: _______, 2025

B-4

SCHEDULE A

SALE PRICES OF THE GENERAL RULE MATURITIES AND INITIAL OFFERING

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

B-5

SCHEDULE B

PRICING WIRE OR EQUIVALENT COMMUNICATION
(Attached)
ITEM # 4

CITY OF SANTA FE SPRINGS

CITY COUNCIL AGENDA STAFF REPORT
TO: Honorable Mayor and City Council Members
FROM: René Bobadilla, P.E., City Manager
BY: Gus Hernandez, Director of Parks & Recreation
SUBJECT: NAMING OF THE AQUATIC CENTER
DATE: April 1, 2025
RECOMMENDATION(S):

It is recommended that the City Council:
1) Take such additional, related action that may be desirable.

FISCAL IMPACT
There is no fiscal impact associated with this action.

BACKGROUND
The Aquatic Center has long served as a cornerstone of community recreation and aquatic safety programming in Santa Fe Springs. In recent years, discussions at City Council meetings have taken place about renaming the facility to honor Paul T.

Nakamura, a former city employee and lifeguard who made the ultimate sacrifice while serving his country. His connection to the Aquatic Center and the City make this naming particularly meaningful to residents and staff alike.

To guide the formal naming of public facilities, the City Council adopted Ordinance No. 1154 on February 4, 2025, establishing Section 10.24 (Naming of Public Facilities and Streets) within the Santa Fe Springs Municipal Code. Under this ordinance, an active City Council Member may initiate a name nomination during a City Council meeting.

Nominations brought forward by a Council Member are exempt from the standard application process and may be approved with a unanimous vote of the City Council.

ANALYSIS
Naming the facility the Paul T. Nakamura Regional Aquatic Center offers a meaningful CITY COUNCIL AGENDA REPORT – MEETING OF APRIL 1, 2025

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Santa Fe Springs City CouncilApril 1, 2025

Santa Fe Springs City Council
April 1, 2025