Agenda packet — West Sacramento City Council, May 21, 2025 (part 4 of 5)

ANALYSIS
The level of tax increment revenues has approached a level where City staff feel it is prudent for the EIFD to issue bonds. These bonds will be issued by the EIFD and will not be an obligation of the City. Concurrent with the issuance of the EIFD Bonds, the City and the EIFD plan to enter an Irrevocable Pledge of EIFD Revenues (the “Pledge Agreement”) whereby the City pledges to contribute a portion of the tax increment revenues generated from within the EIFD to the EIFD from which the EIFD will pay debt service on the EIFD Bonds. The amounts that the City pays to the EIFD under the Pledge Agreement are amounts that would otherwise be available to the City’s General Fund for General Fund purposes.

Today’s approval of the EIFD Bonds is the next step in the financing process. Following today’s approval, staff will work with the City’s financing team (the “Financing Team”) to complete the issuance:

City Attorney / Validation Counsel: Kronick Moskovitz Tiedeman & Girard Bond Counsel: Lozano Smith
Municipal Advisor: Del Rio Advisors, LLC
Fiscal Consultant: Keyser Marston Associates, Inc.

Co-Underwriters: Piper Sandler & Co.

Hilltop Securities, Inc.

Underwriter’s Counsel: Kutak Rock LLP
Fiscal Agent: U.S. Bank – Global Corporate Trust
While the not to exceed amount is proposed at $80 million, the actual amount of the issuance is currently estimated at $55.1 million to net approximately $48.6 million for EIFD Facilities. In addition to the approximately $48.6 million to be generated for EIFD Facilities, it is also anticipated that the EIFD Bonds will fund a reserve fund in the estimated amount of $4.99 million and pay the costs of issuing the EIFD Bonds estimated in the amount of $653,215. The bonds are anticipated to mature on September 1, 2055.

The growth of the assessed values on property within the EIFD has averaged 7.3% since formation of the EIFD in 2016. The top ten incremental property taxpayers within the EIFD make up approximately 25.3% of the total assessed value and 60.1% of incremental assessed value. The significant concentration of incremental assessed value amongst these top taxpayers means that incremental revenue that will ultimately be used to pay debt service on the EIFD Bonds may be seen as less diversified to potential bondholders.

Taxpayer Land Use # Parcels Total AV
%
Total % Incr.

1. Schnitzer Invest Corp Multiple 18 $224,336,436 5.2% 12.3%

2. USCLP CA Southport LLC Warehouse 2 129,899,880 3.0% 7.1%

3. BRE Delta Industrial Sac LP Warehouse 8 114,594,489 2.7% 6.3%

4. West Sacramento Multifamily
LLC
Apartments 3 107,147,533 2.5% 5.9%

5. Gingko Bioworks Inc. Life science 2 93,952,920 2.2% 5.2%

6. Invesco Industrial 3 90,424,536 2.1% 5.0%

7. Sac Ziggurat LLC Office 3 89,182,624 2.1% 4.9%

8. LBA Realty Warehouse 4 88,697,893 2.1% 4.9%

9. Bixby Land Company Warehouse 3 79,424,075 1.8% 4.4%

10. Massie Court Investors LLC Warehouse 2 75,326,928 1.7% 4.1% Total Top 10 Taxpayers 48 $1,092,987,31
4 25.3% 60.1%
Source: Fiscal Consultant’s Report.

Given the significant concentration of incremental property taxes amongst the principal property taxpayers in the EIFD, the Financing Team has approached Standard & Poor’s Corporation, a rating agency, to evaluate the credit quality of the EIFD. It is likely that the EIFD Bonds will reach investment grade of at least BBB-. Depending on the rating, the EIFD Bonds might also qualify for bond insurance which would raise the insured rating to AA.

In addition, it is also possible that the EIFD Bonds may qualify for a surety bond, also provided by the bond insurer, to replace the cash funded reserve fund allowing for more proceeds to fund EIFD facilities. To further enhance the credit, the EIFD Bonds will be structured to utilize only a portion of the available incremental tax revenues such that the projected available incremental tax revenues generate a minimum 150% debt service coverage each calendar year. The Financing Team has asked S&P to evaluate the rating, assuming three scenarios: 1.50% debt service coverage, 1.35% debt service coverage and a declining model which starts at

1.50% debt service coverage and ultimately declines, when certain parameters are met, to 1.25% debt service 525
Consideration of Resolution 25-43 Affirming the Issuance and Sale of EIFD Bonds and Related Actions May 21, 2025

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coverage. The Financing Team will evaluate the outcomes by weighing the rating to the interest rates under each rating scenario and the amount of bond proceeds generated by each scenario.

The Successor Agency’s obligations, which are senior claims on the RPTTF generated within the boundaries of the former redevelopment project area, are anticipated to be fully retired in calendar year 2037. Also, during the period in which bonds issued by the City of West Sacramento Infrastructure District No. 1 (the “Bridge District IFD”) remains outstanding, incremental property tax revenues generated from within the Bridge District IFD will not be available to the EIFD. For these reasons, the incremental property tax revenues generated by property within the EIFD are projected to jump in 2038 after the Successor Agency expires in 2037 and again in 2045 when the Bridge District IFD expires in 2044.

In addition to the two items discussed above, incremental assessed values within the EIFD are expected to grow significantly as new development occurs, property changes hands and is reassessed, and due to the application of up to 2% of the annual inflationary increase allowed under Proposition 13. For these reasons, it is anticipated that the EIFD will issue additional bonds in the future. The table below shows the anticipated debt service coverage upon this initial issuance assuming a minimum 1.50% debt service coverage and interest rates as of April 15, 2025.

Projected Total
Year Pledged Series 2025 Coverage
Ending EIFD Bonds Debt on Series
Sept. 1 Revenues Service* 2025 Bonds*
2025 $4,448,000 $516,213 862%
2026 $4,299,000 $2,864,025 150%
2027 $4,299,000 $2,863,788 150%
2028 $4,299,000 $2,863,550 150%
2029 $4,299,000 $2,863,313 150%
2030 $4,299,000 $2,863,075 150%
2031 $4,299,000 $2,862,838 150%
2032 $4,299,000 $2,862,600 150%
2033 $4,299,000 $2,862,363 150%
2034 $4,299,000 $2,862,125 150%
2035 $4,299,000 $2,861,888 150%
2036 $4,299,000 $2,861,650 150%
2037 $4,299,000 $2,861,413 150%
2038 $8,151,000 $4,821,175 169%
2039 $8,151,000 $4,822,838 169%
2040 $8,151,000 $4,819,988 169%
2041 $8,151,000 $4,822,625 169%
2042 $8,151,000 $4,820,275 169%
2043 $8,151,000 $4,822,938 169%
2044 $8,151,000 $4,820,138 169%
2045 $8,890,000 $5,256,875 169%
2046 $8,890,000 $5,257,013 169%
2047 $8,890,000 $5,260,025 169%
2048 $8,890,000 $5,255,438 169%
2049 $8,890,000 $5,258,250 169%
2050 $8,890,000 $5,257,750 169%
2051 $8,890,000 $5,258,700 169%
2052 $8,890,000 526$5,255,625 169%
Consideration of Resolution 25-43 Affirming the Issuance and Sale of EIFD Bonds and Related Actions May 21, 2025

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2053 $8,890,000 $5,258,288 169%
2054 $8,890,000 $5,255,975 169%
2055 $8,890,000 $5,258,450 169%
 Assumes no growth in assessed value. Interest rates (+15bp) as of April 15, 2025. Preliminary, subject to change.

If this resolution and the other resolutions related to the EIFD’s bond issuance are approved tonight, the remainder of the financing schedule is anticipated as follows:

Irrevocable Pledge of EIFD Revenues (the “Pledge Agreement”): between the City and the EIFD, whereby the City has pledged to pay certain property tax increment revenues to the EIFD in accordance with the Enhanced Infrastructure Financing Plan that the EIFD will use to pay principal and interest payments and other amounts due on the EIFD Bonds.

Environmental Considerations
This item approval is not a project that is subject to CEQA because it is not an activity that may cause either a direct or reasonably foreseeable indirect physical change in the environment. (Pub. Resources Code, § 21065; CEQA Guidelines §§ 15060(c), 15378(a).)
Commission Recommendation
Not applicable
Strategic Plan Integration
This item is directly related to multiple current and past Strategic Plan items, including the following:
 Fiscal Strategy: Sales Tax Measure For Core Services & Infrastructure Bond (2024)  EIFD Policies/Development Tools (2020, 2021)
 EIFD Implementation (2016, 2017)
Alternatives
As an alternative to the recommended action, the Council could direct that the action be deferred if there are questions or concerns about the nature of the transaction.

Coordination and Review
This report was coordinated with the City Attorney’s office, special legal counsel, the City Manager’s office, the Capital Projects Department, and the Economic Development and Housing Department.

Budget/Cost Impact
While the debt service payments on the EIFD Bonds are not an obligation of the City, the EIFD’s intended source of funds to make debt service payments is derived from the amounts it receives from the City under the Pledge Agreement. The amounts that the City pays to the EIFD under the Pledge Agreement are amounts that would otherwise be available to the City’s General Fund for General Fund purposes.

The costs of issuing the EIFD Bonds will be paid from the proceeds of the EIFD Bonds. The City has funded the cost of the validation process and certain issuance costs for the EIFD Bonds and will be seeking reimbursement of these costs from proceeds of the EIFD Bonds.

ATTACHMENT

1. Resolution 25-43
a. Irrevocable Pledge of EIFD Revenues (the “Pledge Agreement”) 527
ATTACHMENT 1
4900-2064-1057
RESOLUTION 25-43

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WEST SACRAMENTO AFFIRMING

THE ISSUANCE AND SALE BY THE CITY OF WEST SACRAMENTO ENHANCED INFRASTRUCTURE FINANCING DISTRICT NO. 1 OF BONDS IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $80,000,000; APPROVING RELATED PLEDGE AGREEMENT; APPROVING FACILITIES TO BE FINANCED; AND DETERMINING OTHER

MATTERS IN CONNECTION THEREWITH
WHEREAS, pursuant to Chapter 2.99 of Part 1 of Division 2 of Title 5 of the California Government Code (commencing with section 53398.50) (the “EIFD Law”), the City of West Sacramento Enhanced Infrastructure Financing District No. 1 Public Financing Authority (the “Authority”) is authorized to form an enhanced infrastructure financing district and implement an infrastructure financing plan for the enhanced infrastructure financing district; and WHEREAS, pursuant to Resolution 17-2 adopted by the Authority on June 28, 2017, the Authority established the City of West Sacramento Enhanced Infrastructure Financing District No. 1 (the “EIFD”) and adopted an infrastructure financing plan for the EIFD (the “Infrastructure Financing Plan”) in order to finance certain public and other specified facilities as provided in the Infrastructure Financing Plan that is incorporated herein by reference; and WHEREAS, pursuant to Resolution 24-4 adopted by the Authority on August 21, 2024, the Authority authorized the issuance and sale of bonds by the EIFD at the direction of the Authority, in one or more series, in an aggregate principal amount not to exceed $686,180,000; and WHEREAS, pursuant to Resolution 25-1 adopted by the Authority on May 21, 2025, the Authority approved the issuance of a first series of bonds to be entitled “City of West Sacramento Enhanced Infrastructure Financing District No. 1 Tax Increment Bonds, Series 2025” (the “Series 2025 Bonds”); and
WHEREAS, in connection with the issuance of the Series 2025 Bonds, the following document relating to the issuance, sale, and delivery of the Series 2025 Bonds to be issued by the EIFD, incorporated herein by reference, has been presented to the City Council for its review and approval:
• Irrevocable Pledge of EIFD Revenues between the City and the EIFD, whereby the City has pledged to pay certain revenues to the EIFD for payment of principal and interest payments and other amounts due on the Series 2025 Bonds (the “Pledge Agreement”); and
WHEREAS, it appears to the City Council that (i) the affirmation of the issuance and sale of the Series 2025 Bonds by the EIFD, and (ii) the authorization, approval, execution, and delivery of the Pledge Agreement described above or contemplated thereby or incidental thereto are desirable and in the best interests of the EIFD;
WHEREAS, the facilities to be financed by Series 2025 Bonds are authorized by the Infrastructure Financing Plan and are in compliance with the EIFD budget policies previously adopted by the City Council by Resolution 24-85 on August 21, 2024; and WHEREAS, all conditions, things, and acts required to exist, to have happened and to have been performed precedent to and in the issuance of the Series 2025 Bonds, as 528
Resolution 25-43 Affirming Issuance of EIFD Bonds ATTACHMENT 1 May 21, 2025

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4900-2064-1057
contemplated by this resolution, have happened and have been performed in due time, form and manner as required by the laws of the State of California, including the EIFD Law; and NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of West Sacramento:

Section 1. Recitals. The City Council hereby finds and determines that the foregoing recitals are true and correct.

Section 2. Affirmation of Issuance of Series 2025 Bonds. The City Council hereby affirms the issuance, execution, and delivery of the Series 2025 Bonds by the City of West Sacramento Enhanced Infrastructure Financing District No. 1 in an aggregate principal amount not to exceed $80,000,000.

Section 3. Authorization of Officers to Execute and Deliver Irrevocable Pledge of EIFD Revenues. The City Council hereby authorizes and directs the Mayor, the City Manager and the Director of Finance or their designees (the “Authorized Officers”), and each of them individually, for and in the name of and on behalf of the City, to approve, execute, and deliver the Pledge Agreement, in substantially the form presented to this meeting, which agreement is hereby approved, with such changes, insertions, revisions, corrections, or amendments as shall be approved by the officer or officers executing the agreement for the City. The execution of the foregoing by an Authorized Officer or Officers of the City shall constitute conclusive evidence of such officer’s or officers’ and the City Council’s approval of any such changes, insertions, revisions, corrections, or amendments to the form of agreement presented to this meeting.

All actions heretofore taken by the Authorized Officers with respect to the sale and issuance of the Series 2025 Bonds by the EIFD are hereby approved, confirmed, and ratified, and the appropriate officers of the City are hereby authorized and directed to do any and all things and take any and all actions and execute any and all certificates, agreements and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the transactions described in this Resolution. All actions to be taken by an Authorized Officer, as defined herein, may be taken by such Authorized Officer or any designee, with the same force and effect as if taken by the Authorized Officer.

Section 4. Approval of Facilities to be Financed. City Council hereby approves the facilities to be financed by the Series 2025 Bonds.

Section 5. Validity. If any section, subsection, sentence, clause, phrase, or word of this resolution, or any application thereof to any person or circumstance, is held to be invalid or unconstitutional by a decision of a court of competent jurisdiction, such decision shall not affect the validity of the remaining portions or applications of this resolution, this City Council hereby declaring that it would have passed this resolution and each and every section, subsection, sentence, clause, phrase, and word not declared invalid or unconstitutional without regard to whether any other portion of this resolution or application thereof would be subsequently declared invalid or unconstitutional.

Section 6. General Authorization. The City hereby authorizes and directs the Authorized Officers, and each of them, for and in the name of and on behalf of the City, to do any and all things and to execute and deliver any and all documents that they may deem necessary or advisable in order to carry out, give effect to, and comply with the terms and intent of this 529
Resolution 25-43 Affirming Issuance of EIFD Bonds ATTACHMENT 1 May 21, 2025

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4900-2064-1057
resolution. All actions heretofore taken by such officers and agents that are in conformity with the purposes and intent of this resolution are hereby ratified, confirmed and approved in all respects.

Section 7. Effective Date. This resolution shall take effect immediately upon its passage. The provisions of any previous resolutions in any way inconsistent with the provisions hereof in and for the issuance of Series 2025 Bonds as herein described are hereby repealed.

PASSED AND ADOPTED by the City Council of the City of West Sacramento this 21st day of May, 2025, by the following vote:

AYES:

NOES:

ABSENT:

Martha Guerrero, Mayor
ATTEST:

Jennifer Cusmir, City Clerk

APPROVE TO FORM
Jeff Mitchell, City Attorney
530

EXHIBIT A
4877-0762-1583

IRREVOCABLE PLEDGE OF EIFD REVENUES

BY AND BETWEEN THE

CITY OF WEST SACRAMENTO

AND THE

CITY OF WEST SACRAMENTO
ENHANCED INFRASTRUCTURE FINANCING DISTRICT NO. 1
_________ _____, 2025
THIS IRREVOCABLE PLEDGE OF EIFD REVENUES, dated as of __________ _____, 2025 (this “Irrevocable Pledge”), is by and between the CITY OF WEST SACRAMENTO (the “City”) and the CITY OF WEST SACRAMENTO ENHANCED INFRASTRUCTURE FINANCING DISTRICT NO. 1 (the “District”).

RECITALS:

WHEREAS, Chapter 2.99 of Part 1 of Division 2 of Title 5 of the California Government Code (commencing with section 53398.50), as amended (the “EIFD Law”) allows cities and counties to establish enhanced infrastructure financing districts (“EIFDs”).

WHEREAS, the EIFD Law authorizes “affected taxing entities,” which definition includes cities, to allocate tax increment revenues to an EIFD pursuant to an “infrastructure financing plan” and an EIFD may issue bonds and use bond proceeds to fund projects with demonstrated communitywide significance that provide benefits to the EIFD or its surrounding community.

WHEREAS, the City Council of the City of West Sacramento (the “City Council”) on November 16, 2016, duly adopted its Resolution No. 16-58 declaring its intent to (a) establish the District pursuant to the EIFD Law, for the purpose of providing for the financing of certain public facilities of communitywide significance in and for the District, and (b) appointing the City of West Sacramento Enhanced Infrastructure Financing District No. 1 Public Financing Authority (the “Authority”) to serve as the governing board of the District;
WHEREAS, the Authority, as the legislative body of the District, on June 28, 2017, duly adopted its Resolution No. 17-2 (“Resolution No. 17-2”) which (a) adopted an Infrastructure Financing Plan for EIFD No. 1 (the “IFP” or “Plan”), (b) formed the District, and (c) approved the boundary map for the District, all in conformity with the requirements of the EIFD Law; WHEREAS, the Authority on June 28, 2017, duly adopted its Ordinance 17-1 which adopted the IFP and approved the formation of the District;
WHEREAS, the Infrastructure Financing Plan states that the District will be a tool for the City to continue its efforts to transition areas of the City from heavy industrial use to mixed-use areas that celebrate the City’s waterfront location, enhance the City’s transportation network, and enhance the quality of the City’s public facilities for its residents, businesses and visitors; 531

EXHIBIT A
4877-0762-1583 -2- Irrevocable Pledge of EIFD Revenues
WHEREAS, as required by Section 53398.63 of the EIFD Law, the IFP contains, among other things: (a) a description of the proposed public facilities that may be financed by the District, (b) a finding that the proposed public facilities are of communitywide significance and provide significant benefits to an area larger than the area of the District, (c) a specification of the maximum portion of the incremental tax revenues that the City proposed to be committed to the District for each year during which the District will receive incremental tax revenue, (d) a limit on the total number of dollars of taxes that may be allocated from the City to the District, and (e) a date on which the District will cease to exist, by which time all taxes allocated to the District will end;
WHEREAS, pursuant to the IFP, the City, as the sole affected taxing entity committing tax increment revenue to the District, has proposed to commit to the District to fund the public facilities described in and up to the limits in the IFP: (a) City’s share of incremental property tax revenues generated from within the District (the “Tax Increment Revenues”), and (b) the City’s share of the annual Redevelopment Property Tax Trust Fund revenues generated from within the District after (i) all preexisting legal commitments and statutory obligations are paid and (ii) all AB1290 Pass Through payments to the City are excluded (the “RPTTF Revenues”), (the Tax Increment Revenues and the RPTTF Revenues together, the “EIFD Revenues”);
WHEREAS, the Authority on August 21, 2024, duly adopted its Resolution No. 24-4 (the “Original Resolution of Issuance”) which authorized the District to issue one or more series of bonds in the aggregate principal amount of $686,180,000 (the “EIFD Bonds”), authorized the execution and delivery of a Fiscal Agent Agreement or an Indenture, and authorized the filing of judicial validation proceedings under Section 860 et. Seq. of the California Code of Civil Procedure; WHEREAS, pursuant to the EIFD Law, the end date of the District will be August 20, 2069, being forty-five (45) years from the date on which the EIFD’s issuance of bonds was approved by the Original Resolution of Issuance;
WHEREAS on September 20, 2024, the City, the Authority, and the District jointly filed a complaint for validation (the “Validation Action”) with the Superior Court of the State of California, County of Yolo (the “Superior Court”) seeking a judicial decree that the Original Resolution of Issuance, the District’s issuance of the EIFD Bonds as contemplated thereby, and the City’s pledge of EIFD Revenues to the repayment of the EIFD Bonds, were and are valid and authorized by law; WHEREAS on April 17, 2025, the Superior Court rendered a judgement in the Validation Action in favor of the City, the Authority, and the District with respect to all matters that were the subject of the Validation Action (the “Validation Judgment”);
WHEREAS, the Validation Judgment provides that the City’s allocation of EIFD Revenues to the District to finance the public facilities described in the IFP and pay debt service on the EIFD Bonds pursuant to Section 53398.75 of the EIFD Law and the IFP was and is valid, legal, binding from and after the effective date of the Authority Ordinance No. 17-1 and Resolution No. 17-2; WHEREAS, there exists within the boundaries of the District the City of West Sacramento Infrastructure Financing District No. 1 (Bridge District Area) (the “Bridge District IFD”) (with the exception of a de-minimis number of parcels which are solely with the Bridge District IFD), which was formed by Ordinance 14-12, as adopted by the City Council on November 5, 2014, following an election held on October 8, 2014, at which election the qualified electors of the Bridge District IFD (a) approved the formation of the Bridge District IFD and (b) authorized the Bridge District IFD to issue bonds (“Bridge 532

EXHIBIT A
4877-0762-1583 -3- Irrevocable Pledge of EIFD Revenues
District IFD Bonds”) payable from property tax increment revenues generated from within the boundaries of the Bridge District IFD; and
WHEREAS, pursuant to Section 53398.77 of the EIFD Law, the Original Resolution of Issuance, and a Fiscal Agent Agreement by and between the District and U.S. Bank Trust Company, National Association (the “Fiscal Agent”), dated as of _________ 1, 2025 (the “Fiscal Agent Agreement”), authorized thereby and thereunder, the District has pledged the portion of the EIFD Revenues it receives from the City under this Irrevocable Pledge (the Transfer Amount, as defined herein) to the payment of principal and interest on the EIFD Bonds (including any amounts described in Section 1 (Determination of Transfer Amount) herein) issued by the District for such term as any EIFD Bonds remain outstanding; and WHEREAS, pursuant to Section 8.3 (Enforcement of Irrevocable Pledge) of the Fiscal Agent Agreement, the District has covenanted to take such actions within its power as may be reasonable and necessary to compel the City to comply with this Irrevocable Pledge and pay the Transfer Amount to the District in the amounts and at the times provided in this Irrevocable Pledge as permitted under the EIFD Law.

A G R E E M E N T:

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

Section 1. Determination of Transfer Amount. So long as any EIFD Bonds (or Parity Bonds) remain outstanding, the City shall, annually on or before each February 15, calculate for that year an amount which shall be equal to the sum of all of the following (the “Transfer Amount”):
(a) the principal due on the outstanding EIFD Bonds on the succeeding March 1 and September 1,
(b) the interest due on the outstanding EIFD Bonds on the succeeding March 1 and September 1,
(c) any amounts necessary to restore the balance in any Bond Reserve Fund created by the Fiscal Agent Agreement to an amount equal to the Bond Reserve Requirement (as such capitalized terms are defined in the Fiscal Agent Agreement and any duly authorized amendments or supplements thereto),
(d) any amounts required by any other credit enhancements, or to satisfy any other financing terms and conditions contained in the Fiscal Agent Agreement and any duly authorized amendments or supplements thereto, and
(e) any Administrative Expenses (as such term is defined in the Fiscal Agent Agreement) accrued since the preceding March 1.

Section 2. City Pledge of Transfer Amount. So long as any EIFD Bonds remain outstanding, and except as described in Section 3 (Limitations on City Pledge of EIFD Revenues) herein, the City hereby irrevocably pledges to pay the Transfer Amount to the District or its assignee as follows. (a) If from RPTTF Revenues. If the EIFD Revenues available to the City to pay the Transfer Amount include any RPTTF Revenues, the City shall pay all of the EIFD Revenues to the 533

EXHIBIT A
4877-0762-1583 -4- Irrevocable Pledge of EIFD Revenues
District upon receipt from Yolo County until one hundred percent (100%) of the of the Transfer Amount has been paid for such year.
(b) If from Tax Increment Revenues. If the EIFD Revenues available to the City to pay the Transfer Amount are comprised of only Tax Increment Revenues, the City shall pay fifty percent (50%) of the Transfer Amount in the installment that is due on or before February 15 and shall pay fifty percent (50%) of the Transfer Amount in the installment that is due on or before August 15.

The City’s payments of the Transfer Amount to the District pursuant to this section shall take priority over all other City uses of the EIFD Revenues. The City acknowledges that, pursuant to the Fiscal Agent Agreement, the District has pledged the Transfer Amount it receives from the City to secure the payment of principal of and interest on the EIFD Bonds for such term as any EIFD Bonds remain outstanding.

Section 3. Limitations on City Pledge of EIFD Revenues. The Transfer Amount shall be payable only from EIFD Revenues as described in this section.

If any Bridge District IFD Bonds remain outstanding, the EIFD Revenues available for transfer to the District or its assignee under this Irrevocable Pledge shall not include any EIFD Revenues generated from within the boundaries of the Bridge District IFD.

Other than the EIFD Revenues (less any EIFD Revenues generated from within the boundaries of the Bridge District IFD if any Bridge District IFD Bonds remain outstanding) described in this section, no other revenues, funds, or accounts of the City are pledged or obligated to the payment of the Transfer Amount hereunder.

Section 4. Deposit into Tax Increment Fund. The District shall cause the Transfer Amount it receives from the City pursuant to Section 2 (City Pledge of Transfer Amount) to be transferred a the Tax Increment Fund that the District shall hold and maintain pursuant to the Fiscal Agent Agreement and from which the District shall make payments to the Fiscal Agent as provided in the Fiscal Agent Agreement.

Section 5. Events of Default and Remedies. The following events shall be “Events of Default” hereunder:
(a) Payment of Transfer Amount Default. Default by the City in the due and punctual payment of the Transfer Amount when and as the same shall become due and payable; (b) Bankruptcy. If the City shall commence a voluntary case under Title 11 of the United States Code or any substitute or successor statute.

EXHIBIT A
4877-0762-1583 -5- Irrevocable Pledge of EIFD Revenues
(c) by suit in equity upon the nonpayment of the Transfer Amount in whole or in part to require the City to account as if it were the trustee of an express trust with regard to any of the EIFD Revenues not so remitted to the District or its assignee, except as limited by Section 3 (Limitations on City Pledge of EIFD Revenues) herein.

Section 6. Amendment. This Irrevocable Pledge may be modified, amended or supplemented by mutual written agreement of the parties hereto only if the City and the District shall file with the Fiscal Agent a certification of an independent accountant or independent financial adviser engaged by the City and the District stating that such amendment or supplement will (a) not adversely affect the pledge of the Transfer Amount hereunder as required by Section 2 (City Pledge of Transfer Amount) hereof, and (b) not adversely affect the ability of the District to make payments of principal and interest on the EIFD Bonds as contemplated herein and as required by the Fiscal Agent Agreement.

Section 7. Termination. This Irrevocable Pledge shall terminate when no EIFD Bonds remain outstanding.

Section 8. Payments/Actions Otherwise Scheduled on Non-Business Days. Any payments or transfers that would otherwise become due on any day that is not a Business Day (as defined in the Fiscal Agent Agreement) shall become due or shall be made on the next succeeding Business Day. When any other action is provided for herein to be done on a day named or within a specified time period and the day named or the last day of the specified period falls on a day other than a Business Day, such action may be performed on the next succeeding Business Day with the same effect as though performed on the appointed day or within the specified period.

Section 9. Separability Clause. If any part of this Irrevocable Pledge is held to be void, invalid, illegal or unenforceable, then the remaining parts will continue in full force and effect and be fully binding, so long as the rights and obligations of the parties are not materially and adversely affected.

Section 10. Governing Law. This Irrevocable Pledge shall be construed and governed in accordance with the laws of the State of California.

Section 11. Agreement Limited to Parties. This Irrevocable Pledge does not create and shall not be construed to create any third-party beneficiaries. This Irrevocable Pledge is for the sole benefit of the parties hereto and no other person or entity has enforceable rights or remedies under this Irrevocable Pledge.

Section 12. Execution in Counterparts. This Irrevocable Pledge may be executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument. The exchange of copies of this Irrevocable Pledge and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Irrevocable Pledge as to the parties hereto and may be used in lieu of the original Irrevocable Pledge and signature pages for all purposes.
[Remainder of page intentionally left blank; signatures follow on next page] 535

EXHIBIT A
4877-0762-1583 S-1 Irrevocable Pledge of EIFD Revenues
IN WITNESS WHEREOF, the parties hereto have executed this Irrevocable Pledge by their officers thereunto duly authorized as of the day and year first written above.

CITY OF WEST SACRAMENTO
By:

Aaron Laurel,
City Manager

CITY OF WEST SACRAMENTO ENHANCED

INFRASTRUCTURE FINANCING DISTRICT
NO. 1
By:

Aaron Laurel,
Executive Director of the City of West Sacramento
Enhanced Infrastructure Financing District No. 1
536

CITY COUNCIL AGENDA REPORT
MEETING DATE: May 21, 2025 ITEM # 16
SUBJECT:

RESOLUTION 25-44 AFFIRMING THE ISSUANCE AND SALE BY THE CITY OF WEST SACRAMENTO INFRASTRUCTURE FINANCING DISTRICT NO. 1 (BRIDGE DISTRICT

AREA) OF BONDS IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $6,500,000; APPROVING RELATED PLEDGE AGREEMENT; AND DETERMINING OTHER

MATTERS IN CONNECTION THEREWITH
INITIATED OR REQUESTED BY: REPORT COORDINATED OR PREPARED BY:

Roberta Raper, Finance Director
Finance Department
[ ] Council [X] Staff
[ ] Other
ATTACHMENT [X] Yes [ ] No [ ] Information [ ] Direction [X] Action

OBJECTIVE
The purpose of this report is to seek authorization for the issuance of not to exceed $6,500,000 of bonds (the “IFD Bonds”) to be issued by the City of West Sacramento Infrastructure Financing District No. 1 (Bridge District Area) (the “IFD”), to approve the related Irrevocable Pledge of IFD Revenues (the “Pledge Agreement”) and other documents and to authorize officers to execute and deliver said documents.

RECOMMENDED ACTION
Staff respectfully recommends that the City Council adopt Resolution 24-44 (Attachment 1) which authorize the following actions:

1. Affirming and approving the issuance and sale by the IFD of the City of West Sacramento Infrastructure Financing District No. 1 bonds in an amount not to exceed $6,500,000;

2. Authorize the execution and delivery of the Pledge Agreement (Attachment 3), in substantially the form presented at this meeting; and

3. Authorize the appropriate officers of the City to do any and all things and take any and all actions and execute any and all certificates, agreements and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the transactions described in the resolution.

BACKGROUND
Resolution 14-37 adopted by the City Council on June 4, 2014, proposed the adoption of the Infrastructure Financing Plan, the establishment of Infrastructure Financing District No. 1 (Bridge District Area), the establishment of an appropriations limit, and called an election to approve said actions. On June 4, 2014, the City Council adopted Resolution 14-38 whereby the City Council declared its intent for the IFD to issue bonds and called for an election to issue said bonds. A special election was held on October 8, 2014, at which time the qualified electors within the IFD approved the actions proposed in Resolution 14-37 and Resolution 14-38.

Pursuant to Ordinance 14-12 adopted by the City Council on November 5, 2014, the City Council established the IFD and adopted an infrastructure financing plan for the IFD (the “Infrastructure Financing Plan”) in order to finance certain public facilities (the “IFD Facilities”).

Pursuant to Resolution 24-86 adopted by the City Council on August 21, 2024, the City Council, as the legislative body of the IFD, approved the issuance of Bonds by the IFD, in one or more series, in an aggregate principal amount not to exceed $233,000,000. Pursuant to Resolution 24-86, the City Council also authorized the filing of a judicial validation action with respect to the IFD and the bonds approved therein pursuant to Code of Civil Procedure, Section 860 et seq. On April 17, 2025, the Superior Court of the State of California, County of Yolo issued a validation judgement in favor of the City and the IFD in Case No. CV2024-2495.

In order to finance the IFD Facilities, the City Council, as the legislative body of the IFD, now desires to approve the City of West Sacramento Infrastructure Financing District No. 1 (Bridge District Area), Tax Increment Bonds, Series 2025 to be issued by the IFD in an amount not to exceed $6,500,000.

ANALYSIS
The level of tax increment revenues has approached a level where City staff feel it is prudent for the IFD to issue bonds. These bonds will be issued by the IFD and will not be an obligation of the City. Concurrent with the issuance of the IFD Bonds, the City and the IFD plan to enter an Irrevocable Pledge of IFD Revenues (the 537
Consideration of Resolution 25-44 Authorizing IFD Bond Issuance May 21, 2025

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“Pledge Agreement”) whereby the City pledges to contribute a portion of the tax increment revenues generated from within the IFD to the IFD from which the IFD will pay debt service on the IFD Bonds. The amounts that the City pays to the IFD under the Pledge Agreement are amounts that would otherwise be available to the City’s General Fund for General Fund purposes.

Today’s approval of the IFD Bonds is the next step in the financing process. Following today’s approval, staff will work with the City’s financing team (the “Financing Team”) to complete the issuance:

City Attorney / Validation Counsel: Kronick Moskovitz Tiedeman & Girard Bond Counsel: Lozano Smith
Municipal Advisor: Del Rio Advisors, LLC
Fiscal Consultant: Keyser Marston Associates, Inc.

Co-Underwriters: Piper Sandler & Co.

Hilltop Securities, Inc.

Underwriter’s Counsel: Kutak Rock LLP
Fiscal Agent: U.S. Bank – Global Corporate Trust
While the not to exceed amount is proposed at $6,500,000, the actual amount of the issuance is currently estimated at $4.635 million to net approximately $3.84 million for IFD Facilities. In addition to the approximately $3.84 million to be generated for IFD Facilities, it is also anticipated that the IFD Bonds will fund a reserve fund in the estimated amount of $463,500 and pay the costs of issuing the IFD Bonds estimated in the amount of $253,303. The bonds are anticipated to mature on September 1, 2044, which is the same calendar year in which the IFD expires.

The growth of the assessed values on property within the IFD has averaged 16.1% since formation of the IFD in 2014. The top two taxpayers make up approximately 69.2% of the total assessed value and 89.4% of incremental assessed value. The high concentration of tax increment amongst the top two taxpayers means the incremental revenue that will ultimately be used to pay debt service on the IFD Bonds is very reliant on these two taxpayers and will be seen as less diversified to potential bondholders. For this reason, it is anticipated that the IFD Bonds will be sold as non-rated securities much like the many bonds issued by the City for early development Community Facilities Districts.

Taxpayer Land Use # of Parcels Total AV %Total AV % Incr. AV

1. Fulcrum Property Mixed-use 31 $113,118,005 45.4% 58.7%

2. 801 Riverfront Property Owner LLC Multifamily 1 59,215,140 23.8% 30.7%

3. River City Land Holding Co LLC Land/landscaping 14 6,280,567 2.5% 3.3%

4. Ramcon Engineering & Environ. Land 5 3,251,935 1.3% 1.7%

5. RMC Pacific Material Land 3 3,202,788 1.3% 1.7%

6. Sacramento Stucco Co Inc. Industrial 2 2,759,103 1.1% 1.4%

7. Bridge District Riverfront LLC Land 1 2,456,741 1.0% 1.3%

8. CC Media Holdings Inc. Unsecured property - 2,032,935 0.8% 1.1%

9. Bridge Triangle Associates LP Multifamily 1 2,011,211 0.8% 1.0%

10. Lam Yuk Tsan 3 townhome units 3 1,805,646 0.7% 0.9% Total Top 10 Taxpayers 61 $196,134,071 78.8% 101.7% (6) Source: Fiscal Consultant’s Report.

To help enhance the credit, the IFD Bonds will be structured to utilize only a portion of the available incremental tax revenues such that the projected available incremental tax revenues generate a minimum 125% debt service coverage each calendar year. There is one obligation for CFD 12 that gets paid each year until calendar year 2028. The Successor Agency’s obligations, which have senior claims on the RPTTF generated within the boundaries of the former redevelopment project area, are anticipated to be fully retired in calendar year 2037.

For these reasons, the incremental property tax revenues generated by property within the EIFD are projected to jump in 2029 after the CFD 12 refunding bond matures in 2028 and again in 2038 when the Successor Agency expires in 2037.

When these two distinct events occur, the increment revenue is expected to increase. In addition to the two items discussed above, assessed values are expected to grow as new development occurs, property changes hands and is reassessed, and due to the application of up to 2% of the annual inflationary increase allowed under Proposition 13, further enhancing incremental revenue. For these reasons, it is anticipated that the IFD will issue additional bonds in the future. The table below shows the estimated debt service coverage assuming a minimum debt service coverage of 125% assuming market interest rates as of April 15, 2025. 538
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Projected Total
Year Pledged Series 2025 Coverage
Ending EIFD Bonds Debt on Series
Sept. 1 Revenues Service* 2025 Bonds*
2025 $311,000 $44,525 698%
2026 $311,000 $246,600 126%
2027 $311,000 $246,600 126%
2028 $311,000 $246,600 126%
2029 $500,000 $336,600 149%
2030 $500,000 $337,325 148%
2031 $500,000 $337,813 148%
2032 $500,000 $337,688 148%
2033 $500,000 $337,306 148%
2034 $500,000 $336,669 149%
2035 $500,000 $335,775 149%
2036 $500,000 $339,625 147%
2037 $500,000 $337,638 148%
2038 $940,000 $635,381 148%
2039 $940,000 $636,731 148%
2040 $940,000 $636,738 148%
2041 $940,000 $635,400 148%
2042 $940,000 $637,719 147%
2043 $940,000 $638,425 147%
2044 $940,000 $637,519 147%
 Assumes no growth in assessed value. Interest rates (+15bp) as of April 15, 2025. Preliminary, subject to change
If the Resolutions are approved tonight, the remainder of the financing schedule is estimated as follows:

City Council / Financing Authority Meeting May 21, 2025 Due Diligence Meeting / Post the Preliminary Official Statement Week of May 19th Pre-Pricing and Pricing Week of June 2nd
Pre-Closing, Closing and Transfer of Funds Week of June 23rd  Irrevocable Pledge of IFD Revenues (the “Pledge Agreement”): between the City and the IFD, whereby the City has pledged to pay certain property tax increment revenues to the IFD in accordance with the Infrastructure Financing Plan that the EIFD will use to pay principal and interest payments and other amounts due on the IFD Bonds.

Environmental Considerations
This item approval is not a project that is subject to CEQA because it is not an activity that may cause either a direct or reasonably foreseeable indirect physical change in the environment. (Pub. Resources Code, § 21065; CEQA Guidelines §§ 15060(c), 15378(a).)
Commission Recommendation
Not applicable
Strategic Plan Integration
This item is in support of the Council’s 2024 Strategic Plan Policy Agenda item “Fiscal Strategy: Sales Tax Measure for Core Services & Infrastructure Bond.”
539
Consideration of Resolution 25-44 Authorizing IFD Bond Issuance May 21, 2025

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Alternatives
As an alternative to the recommended action, the Council could direct that the action be deferred if there are questions or concerns about the nature of the transaction.

Budget/Cost Impact
While the debt service payments on the IFD Bonds are not an obligation of the City, the IFD’s intended source of funds to make debt service payments is derived from the amounts it receives from the City under the Pledge Agreement. The amounts that the City pays to the IFD under the Pledge Agreement are amounts that would otherwise be available to the City’s General Fund for General Fund purposes.

The costs of issuing the IFD Bonds will be paid from the proceeds of the IFD Bonds. The City has funded the cost of the validation process and certain issuance costs for the IFD Bonds and will be seeking reimbursement of these costs from proceeds of the IFD Bonds.

ATTACHMENT

1. Resolution 25-44
a. Irrevocable Pledge of IFD Revenues (the “Pledge Agreement”) 540
Attachment 1
4929-3227-4977
RESOLUTION 25-44

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WEST SACRAMENTO AFFIRMING

THE ISSUANCE AND SALE BY THE CITY OF WEST SACRAMENTO INFRASTRUCTURE FINANCING DISTRICT NO. 1 (BRIDGE DISTRICT AREA) OF BONDS IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $6,500,000; APPROVING RELATED PLEDGE AGREEMENT; AND DETERMINING OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, pursuant to Chapter 2.99 of Part 1 of Division 2 of Title 5 of the California Government Code (commencing with section 53395) (the “IFD Law”), the City Council (the “City Council”) of the City of West Sacramento (the “City”) is authorized to form an infrastructure financing district and implement an infrastructure financing plan for the infrastructure financing district and act as the legislative body for the infrastructure financing district; and WHEREAS, pursuant to Ordinance 14-12 adopted by the City Council on October 8, 2014, the City Council established the City of West Sacramento Infrastructure Financing District No. 1 (Bridge District Area) (the “IFD”) and adopted an Infrastructure Financing Plan for the IFD (the “IFD Infrastructure Financing Plan”) to finance certain public facilities (the “IFD Facilities”); and WHEREAS, pursuant to Resolution 24-86 adopted by the City Council on August 21, 2024, the City Council, as the legislative body of the IFD, approved the issuance of bonds by the IFD, in one or more series, in an aggregate principal amount not to exceed $233,000,000 (the “IFD Bonds”); and
WHEREAS, pursuant to Resolution 25-45 adopted by the City Council on May 21, 2025, the City Council, as the legislative body of the IFD, approved the issuance of a first series of IFD Bonds by the IFD to be entitled “City of West Sacramento Infrastructure Financing District No. 1 (Bridge District Area) Tax Increment Bonds, Series 2025” (the “Series 2025 Bonds”); and WHEREAS, in connection with the issuance of the Series 2025 Bonds, the following document relating to the issuance, sale, and delivery of the Series 2025 Bonds to be issued by the IFD, incorporated herein by reference, has been presented to the City Council for its review and approval:
• Irrevocable Pledge of IFD Revenues between the City and the IFD, whereby the City has pledged to pay certain revenues to the IFD for payment of principal and interest payments and other amounts due on the Series 2025 Bonds (the “Pledge Agreement”); and
WHEREAS, it appears to the City Council that (i) the affirmation of the issuance and sale of the Series 2025 Bonds by the IFD, and (ii) the authorization, approval, execution, and delivery of the Pledge Agreement described above or contemplated thereby or incidental thereto are desirable and in the best interests of the IFD;
WHEREAS, all conditions, things, and acts required to exist, to have happened and to have been performed precedent to and in the issuance of the Series 2025 Bonds, as contemplated by this resolution, have happened and have been performed in due time, form and manner as required by the laws of the State of California, including the IFD Law; and 541
Resolution 25-44 Affirming Issuance of IFD Bonds Attachment 1 May 21, 2025

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4929-3227-4977
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of West Sacramento:

Section 1. Recitals. The City Council hereby finds and determines that the foregoing recitals are true and correct.

Section 2. Affirmation of Issuance of Series 2025 Bonds. The City Council hereby affirms the issuance, execution, and delivery of the Series 2025 Bonds by the City of West Sacramento Infrastructure Financing District No. 1 (Bridge District Area) in an aggregate principal amount not to exceed $6,500,000.

Section 3. Authorization of Officers to Execute and Deliver Irrevocable Pledge of IFD Revenues. The City Council hereby authorizes and directs the Mayor, the City Manager and the Director of Finance or their designees (the “Authorized Officers”), and each of them individually, for and in the name of and on behalf of the City, to approve, execute, and deliver the Pledge Agreement (attached hereto and incorporated by reference as “Exhibit A”), in substantially the form presented to this meeting, which agreement is hereby approved, with such changes, insertions, revisions, corrections, or amendments as shall be approved by the officer or officers executing the agreement for the City. The execution of the foregoing by an Authorized Officer or Officers of the City shall constitute conclusive evidence of such officer’s or officers’ and the City Council’s approval of any such changes, insertions, revisions, corrections, or amendments to the form of agreement presented to this meeting.

All actions heretofore taken by the Authorized Officers with respect to the sale and issuance of the Series 2025 Bonds by the IFD are hereby approved, confirmed, and ratified, and the appropriate officers of the City are hereby authorized and directed to do any and all things and take any and all actions and execute any and all certificates, agreements and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the transactions described in this Resolution. All actions to be taken by an Authorized Officer, as defined herein, may be taken by such Authorized Officer or any designee, with the same force and effect as if taken by the Authorized Officer.

Section 4. Validity. If any section, subsection, sentence, clause, phrase, or word of this resolution, or any application thereof to any person or circumstance, is held to be invalid or unconstitutional by a decision of a court of competent jurisdiction, such decision shall not affect the validity of the remaining portions or applications of this resolution, this City Council hereby declaring that it would have passed this resolution and each and every section, subsection, sentence, clause, phrase, and word not declared invalid or unconstitutional without regard to whether any other portion of this resolution or application thereof would be subsequently declared invalid or unconstitutional.

Section 5. General Authorization. The City hereby authorizes and directs the Authorized Officers, and each of them, for and in the name of and on behalf of the City, to do any and all things and to execute and deliver any and all documents that they may deem necessary or advisable in order to carry out, give effect to, and comply with the terms and intent of this resolution. All actions heretofore taken by such officers and agents that are in conformity with the purposes and intent of this resolution are hereby ratified, confirmed and approved in all respects. 542
Resolution 25-44 Affirming Issuance of IFD Bonds Attachment 1 May 21, 2025

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4929-3227-4977
Section 6. Effective Date. This resolution shall take effect immediately upon its passage. The provisions of any previous resolutions in any way inconsistent with the provisions hereof in and for the issuance of the Series 2025 Bonds as herein described are hereby repealed.

PASSED AND ADOPTED by the City Council of the City of West Sacramento this 21st day of May, 2025, by the following vote:

AYES:

NOES:

ABSENT:

Martha Guerrero, Mayor
ATTEST:

Jennifer, Cusmir, City Clerk
APPROVED TO FORM:

Jeff Mitchell, City Attorney
543

EXHIBIT A
4893-3653-2722

IRREVOCABLE PLEDGE OF IFD REVENUES

BY AND BETWEEN THE

CITY OF WEST SACRAMENTO

AND THE

CITY OF WEST SACRAMENTO
INFRASTRUCTURE FINANCING DISTRICT NO. 1
(BRIDGE DISTRICT AREA)
_________ _____, 2025
THIS IRREVOCABLE PLEDGE OF IFD REVENUES, dated as of __________ _____, 2025 (this “Irrevocable Pledge”), is by and between the CITY OF WEST SACRAMENTO (the “City”) and the CITY OF WEST SACRAMENTO INFRASTRUCTURE FINANCING DISTRICT NO. 1 (BRIDGE DISTRICT AREA) (the “District”).

RECITALS:

WHEREAS, Chapter 2.99 of Part 1 of Division 2 of Title 5 of the California Government Code (commencing with section 53395), as amended (the “IFD Law”) allows cities and counties to establish infrastructure financing districts (“IFDs”).

WHEREAS, the IFD Law authorizes “affected taxing entities,” which definition includes cities, to allocate tax increment revenues to an IFD pursuant to an “infrastructure financing plan” and an IFD may issue bonds and use bond proceeds to fund public capital facilities of communitywide significance which provide significant benefits to an area larger than the area of the IFD.

WHEREAS, the City Council of the City of West Sacramento (the “City Council”) on April 16, 2014, duly adopted its Resolution No. 14-1 declaring its intent to establish the District to finance the construction and/or acquisition of public capital facilities of communitywide significance which provide significant benefits to an area larger than the area of the District; WHEREAS, the City Council on June 4, 2014, duly adopted its Resolution No. 14-36 which (a) adopted an Infrastructure Financing Plan for the District (the “IFP” or “Plan”) in conformity with the requirements of the IFD Law;
WHEREAS, the City Council on June 4, 2014, duly adopted its Resolutions Nos. 14-37 and 14-38, that (a) proposed the establishment of the District to finance certain types of public facilities as provided in the IFP and permitted under the IFP Law, and (b) called for an election to be held at which the qualified electors within the boundaries of the District considered the formation of the District, the establishment of an appropriations limit for the District and issuance of up to $500,000,000 of bonds secured by property tax increment revenues generated from within the District pursuant to the IFD Law; WHEREAS, on October 8, 2014, a special election was held at which time over two-thirds of the qualified electors within the District approved the actions proposed in Resolution Nos. 14-37 and 14-38; 544
4893-3653-2722 -2- Irrevocable Pledge of IFD Revenues
WHEREAS, the City Council on October 15, 2014, duly adopted its Resolution No. 14-45 which declared the results of the special election held on October 8, 2014 to consider the establishment of the District, the adoption of the IFP, and to the approval of the District’s issuance of up to $500,000,000 of bonds secured by property tax increment revenues generated from property within the District; WHEREAS, the City Council on November 5, 2014, lawfully and validly enacted Ordinance 14- 12 which formally established the District and approved the IFP; WHEREAS, as required by Section 53395.14 of the IFD Law, the IFP contains, among other things:
(a) a map and legal description of the District, (b) a description of the proposed public facilities that may be financed by the District, (c) a finding that the public facilities are of communitywide significance and provide significant benefits to an area larger than the area of the District, (d) a specification of the maximum portion of the incremental tax revenues that the City proposed to be committed to the District for each year during which the District will receive incremental tax revenue, (e) a limit on the total number of dollars of taxes that may be allocated from the City to the District, and (f) a date on which the District will cease to exist, by which time all taxes allocated to the District will end; WHEREAS, pursuant to the IFP, the City, as the sole affected taxing entity committing tax increment revenue to the District, has proposed to commit to the District to fund the public facilities described in and up to the limit described in the IFP (a) City’s share of incremental property tax revenues generated from within the District (the “Tax Increment Revenues”), and (b) the City’s share of the annual Redevelopment Property Tax Trust Fund revenues generated from within the District after (i) all preexisting legal commitments and statutory obligations are paid and (ii) all AB1290 Pass Through payments to the City are excluded (the “RPTTF Revenues”) (the Tax Increment Revenues and the RPTTF Revenues together, the “IFD Revenues”);
WHEREAS, pursuant to the IFD Law, the end date of the District will be December 12, 2044, being thirty (30) years from the date on which Ordinance 14-12 which formally established the District became effective;
WHEREAS, the City Council on August 21, 2024, duly adopted its Resolution No. 24-86 (the “Original Resolution of Issuance”) which authorized the District to issue one or more series of bonds in the aggregate principal amount of $233,000,000 (the “IFD Bonds”), authorized the execution and delivery of a Fiscal Agent Agreement or an Indenture, and authorized the filing of judicial validation proceedings under Section 860 et. Seq. of the California Code of Civil Procedure; WHEREAS on September 20, 2024, the City and the District jointly filed a complaint for validation (the “Validation Action”) with the Superior Court of the State of California, County of Yolo (the “Superior Court”)seeking a judicial decree that the Original Resolution of Issuance, the District’s issuance of the IFD Bonds as contemplated thereby, and the City’s pledge of IFD Revenues to the repayment of the IFD Bonds, were and are valid and authorized by law;
WHEREAS on April 17, 2025, the Superior Court rendered a judgement in the Validation Action in favor of the City and the District with respect to all matters that were the subject of the Validation Action (the “Validation Judgment”);
WHEREAS, the Validation Judgment provides that the City’s allocation of IFD Revenues to the District to finance the public facilities described in the IFP and pay debt service on the IFD Bonds was and is valid, legal, binding from and after the effective date of the Ordinance No. 14-12; 545
4893-3653-2722 -3- Irrevocable Pledge of IFD Revenues
WHEREAS, there exists within the boundaries of the District the City of West Sacramento Community Facilities District No. 12 (Raley’s Field) (“CFD-12”), which was created by Resolution No. 99-33 of the City Council as adopted on April 21, 1999; WHEREAS, the City issued its “City of West Sacramento, Community Facilities District No. 12 (Raley's Field) Special Tax Bonds” (the “Prior CFD-12 Bonds”) on August 30, 1999, in the aggregate principal amount of $7,825,000, pursuant to the terms of Resolution No. 99-36, as adopted by the City Council on May 19, 1999, and pursuant to an Indenture dated August 1, 1999, between the City and U.S.

Trust Company, National Association, as trustee;
WHEREAS, the City Council on May 15, 2013, duly adopted Resolution No. 13-32, which provided for the refunding of the Prior CFD-12 Bonds through the issuance of a “City of West Sacramento, Community Facilities District No. 12 (Raley's Field) Special Tax Refunding Bond, Series 2013” (the “CFD-12 Refunding Bond”) pursuant to a Bond Issuance Agreement dated as June 1, 2013 (the “Bond Issuance Agreement”), and authorized the sale of the Refunding Bond to Alliance Bank of Arizona, a division of Western Alliance Bank;
WHEREAS, there exists an agreement known as the “Local Baseball Agreement” by and between the City, the West Sacramento Redevelopment Agency, the River City Baseball Association LLC, a Delaware limited liability company, and SBIG LLC, a Delaware limited liability company, dated as of April 30, 1999;
WHEREAS, pursuant to the Bond Issuance Agreement, the City agrees and covenants that all property tax increment payments to the City related to CFD-12 pursuant to Local Baseball Agreement (the “CFD-12 Revenues”), when and as received by the City, shall be applied to the debt service on the CFD12 Refunding Bond; WHEREAS, the CFD-12 Revenues payable to the City pursuant to the Local Baseball Agreement are as shown in Exhibit A which is attached hereto and incorporated herein by reference; WHEREAS, pursuant to Section 53397.6 of the IFD Law, the Original Resolution of Issuance, and a Fiscal Agent Agreement by and between the District and U.S. Bank Trust Company, National Association (the “Fiscal Agent”), dated as of ___________ 1, 2025 (the “Fiscal Agent Agreement”), authorized thereby and thereunder, the District has pledged the portion of the IFD Revenues it receives from the City under this Irrevocable Pledge (the Transfer Amount, as defined herein) to the payment of principal and interest on the IFD Bonds (including any amounts described in Section 1 (Determination of Transfer Amount) herein) issued by the District for such term as any IFD Bonds remain outstanding; and WHEREAS, pursuant to Section 8.3 (Enforcement of Irrevocable Pledge) of the Fiscal Agent Agreement, the District has covenanted to take such actions within its power as may be reasonable and necessary to compel the City to comply with this Irrevocable Pledge and pay the Transfer Amount to the District in the amounts and at the times provided this Irrevocable Pledge as permitted under the IFD Law. 546
4893-3653-2722 -4- Irrevocable Pledge of IFD Revenues
A G R E E M E N T:

Section 1. Determination of Transfer Amount. So long as any IFD Bonds (or Parity Bonds) remain outstanding, the City shall, annually on or before each February 15, calculate an amount which shall be equal to the sum of all of the following (the “Transfer Amount”):
(a) the principal due on the outstanding IFD Bonds on the succeeding March 1 and September 1,
(b) the interest due on the outstanding IFD Bonds on the succeeding March 1 and September 1,
(c) any amounts necessary to restore the balance in any Bond Reserve Fund created by the Fiscal Agent Agreement to an amount equal to the Bond Reserve Requirement (as such capitalized terms are defined in the Fiscal Agent Agreement and any duly authorized amendments or supplements thereto),
(d) any amounts required by any other credit enhancements, or to satisfy any other financing terms and conditions contained in the Fiscal Agent Agreement and any duly authorized amendments or supplements thereto, and
(e) any Administrative Expenses (as such term is defined in the Fiscal Agent Agreement) accrued since the preceding March 1.

Section 2. City Pledge of Transfer Amount. So long as any IFD Bonds remain outstanding, and except as described in Section 3 (Limitations on City Pledge of IFD Revenues) herein, the City hereby irrevocably pledges to pay the Transfer Amount to the District or its assignee as follows. (a) If from RPTTF Revenues. If the IFD Revenues available to the City to pay the Transfer Amount include any RPTTF Revenues, the City shall pay all of the IFD Revenues to the District upon receipt from Yolo County until one hundred percent (100%) of the Transfer Amount has been paid for such year.
(b) If from Tax Increment Revenues. If the IFD Revenues available to the City to pay the Transfer Amount are comprised of only Tax Increment Revenues, the City shall pay fifty percent (50%) of the Transfer Amount in the installment that is due on or before February 15 and shall pay fifty percent (50%) of the Transfer Amount in the installment that is due on or before August 15.

The City’s payments of the Transfer Amount to the District pursuant to this section shall take priority over all other City uses of the IFD Revenues. The City acknowledges that, pursuant to the Fiscal Agent Agreement, the District has pledged the Transfer Amount it receives from the City to secure the payment of principal and interest on the IFD Bonds for such term as any IFD Bonds remain outstanding.

Section 3. Limitations on City Pledge of IFD Revenues. The Transfer Amount shall be payable only from IFD Revenues as described in this section.
547
4893-3653-2722 -5- Irrevocable Pledge of IFD Revenues
While the CFD-12 Refunding Bond remains outstanding, the IFD Revenues available for transfer to the District or its assignee under this Irrevocable Pledge shall not include any CFD-12 Revenues used to pay debt service on the CFD-12 Refunding Bond, as shown in Exhibit A.

Other than the IFD Revenues (less the CFD-12 Revenues) described in this section, no other revenues, funds, or accounts of the City are pledged or obligated to the payment of the Transfer Amount hereunder.

Section 4. Deposit into Tax Increment Fund. The District shall cause the Transfer Amount it receives from the City pursuant to Section 2 (City Pledge of Transfer Amount) to be transferred to a Tax Increment Fund that the District shall hold and maintain pursuant to the Fiscal Agent Agreement and from which the District shall make payments to the Fiscal Agent as provided in the Fiscal Agent Agreement.

If an Event of Default has occurred and is continuing, the District may exercise any remedies available to it in law or at equity, including suit for specific performance or mandamus including:
(a) by mandamus or other action, suit, or proceeding at law or in equity to enforce District’s rights against the City, and to compel the City to perform and carry out its duties under the IFD Law and this Irrevocable Pledge;
(b) by suit in equity to enjoin any acts or things that are unlawful or violate the rights of the District, as applicable; or
(c) by suit in equity upon the nonpayment of the Transfer Amount in whole or in part to require the City to account as if it were the trustee of an express trust with regard to any of the IFD Revenues not so remitted to the District or its assignee, except as limited by Section 3 (Limitations on City Pledge of IFD Revenues) herein.

Section 6. Amendment. This Irrevocable Pledge may be modified, amended or supplemented by mutual written agreement of the parties hereto only if the City and the District shall file with the Fiscal Agent a certification of an independent accountant or independent financial adviser engaged by the City and the District stating that such amendment or supplement will (a) not adversely affect the pledge of the Transfer Amount hereunder as required by Section 2 (City Pledge of Transfer Amount) hereof, and (b) not adversely affect the ability of the District to make payments of principal and interest on the IFD Bonds as contemplated herein and as required by the Fiscal Agent Agreement.

Section 7. Termination. This Irrevocable Pledge shall terminate when no IFD Bonds remain outstanding.

Section 8. Payments/Actions Otherwise Scheduled on Non-Business Days. Any payments or transfers that would otherwise become due on any day that is not a Business Day (as defined in the Fiscal Agent Agreement) shall become due or shall be made on the next succeeding Business Day. When any 548
4893-3653-2722 -6- Irrevocable Pledge of IFD Revenues
other action is provided for herein to be done on a day named or within a specified time period and the day named or the last day of the specified period falls on a day other than a Business Day, such action may be performed on the next succeeding Business Day with the same effect as though performed on the appointed day or within the specified period.

Section 10. Governing Law. This Irrevocable Pledge shall be construed and governed in accordance with the laws of the State of California.

CITY OF WEST SACRAMENTO
By:

Aaron Laurel,
City Manager

CITY OF WEST SACRAMENTO

INFRASTRUCTURE FINANCING DISTRICT
NO. 1 (BRIDGE DISTRICT AREA)
By:

Aaron Laurel,
City Manager, City of West Sacramento on
behalf of Infrastructure Financing District No. 1
(Bridge District Area)
550
4893-3653-2722 A-1 Irrevocable Pledge of IFD Revenues

EXHIBIT A
CFD-12 Revenues Excluded From IFD Revenues
The IFD Revenues available for transfer to the District under the Irrevocable Pledge shall not include any of the CFD-12 Revenues as described in the following table:

Fiscal Year
Ending
June 30,
Excluded
CFD-12
Revenues
2026 $ 189,057
2027 189,057
2028 189,057
551

CITY COUNCIL AGENDA REPORT
MEETING DATE: May 21, 2025 ITEM # 17
SUBJECT:

CITY COUNCIL RESOLUTION 25-45 OF THE CITY OF WEST SACRAMENTO ON BEHALF OF THE INFRASTRUCTURE FINANCING DISTRICT NO. 1 (BRIDGE DISTRICT AREA) AS ITS LEGISLATIVE BODY RESOLUTION 25-45 AUTHORIZING THE ISSUANCE AND SALE OF INFRASTRUCTURE FINANCING DISTRICT NO. 1 (BRIDGE DISTRICT AREA) BONDS IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $6,500,000;

AND DETERMINING OTHER MATTERS IN CONNECTION THEREWITH
INITIATED OR REQUESTED BY: REPORT COORDINATED OR PREPARED BY:

Roberta Raper, Finance Director
Finance Department
[ ] Council [X] Staff
[ ] Other
ATTACHMENT [X] Yes [ ] No [ ] Information [ ] Direction [X] Action

RECOMMENDED ACTION
Staff respectfully recommend that the City Council of the City of West Sacramento on behalf of the Infrastructure Financing District No. 1 (Bridge District Area) as its legislative body adopt Resolution 24-45 (Attachment 1) which authorizes the following actions:

1. Approving the issuance and sale by the IFD of the City of West Sacramento Infrastructure Financing District No. 1 bonds in an amount not to exceed $6,500,000.

2. Authorize the execution and delivery of the Pledge Agreement (Exhibit E), in substantially the form presented at this meeting.

ANALYSIS
The level of tax increment revenues has approached a level where City staff feel it is prudent for the IFD to issue bonds. These bonds will be issued by the IFD and will not be an obligation of the City. Concurrent with the 552
Consideration of Resolution 25-45 Approving IFD Bond Issuance May 21, 2025

Page 2 ends

issuance of the IFD Bonds, the City and the IFD plan to enter an Irrevocable Pledge of IFD Revenues (the “Pledge Agreement”) whereby the City pledges to contribute a portion of the tax increment revenues generated from within the IFD to the IFD from which the IFD will pay debt service on the IFD Bonds. The amounts that the City pays to the IFD under the Pledge Agreement are amounts that would otherwise be available to the City’s General Fund for General Fund purposes.

City Attorney / Validation Counsel: Kronick Moskovitz Tiedeman & Girard Bond Counsel: Lozano Smith
Municipal Advisor: Del Rio Advisors, LLC
Fiscal Consultant: Keyser Marston Associates, Inc.

Co-Underwriters: Piper Sandler & Co.

Hilltop Securities, Inc.

Taxpayer Land Use # of Parcels Total AV %Total AV % Incr. AV

1. Fulcrum Property Mixed-use 31 $113,118,005 45.4% 58.7%

2. 801 Riverfront Property Owner LLC Multifamily 1 59,215,140 23.8% 30.7%

3. River City Land Holding Co LLC Land/landscaping 14 6,280,567 2.5% 3.3%

4. Ramcon Engineering & Environ. Land 5 3,251,935 1.3% 1.7%

5. RMC Pacific Material Land 3 3,202,788 1.3% 1.7%

6. Sacramento Stucco Co Inc. Industrial 2 2,759,103 1.1% 1.4%

7. Bridge District Riverfront LLC Land 1 2,456,741 1.0% 1.3%

8. CC Media Holdings Inc. Unsecured property - 2,032,935 0.8% 1.1%

9. Bridge Triangle Associates LP Multifamily 1 2,011,211 0.8% 1.0%

10. Lam Yuk Tsan 3 townhome units 3 1,805,646 0.7% 0.9% Total Top 10 Taxpayers 61 $196,134,071 78.8% 101.7% (6) Source: Fiscal Consultant’s Report.

When these two distinct events occur, the increment revenue is expected to increase. In addition to the two items discussed above, assessed values are expected to grow as new development occurs, property changes hands and is reassessed, and due to the application of up to 2% of the annual inflationary increase allowed under Proposition 13, further enhancing incremental revenue. For these reasons, it is anticipated that the IFD will issue additional bonds in the future. The table below shows the estimated debt service coverage assuming a minimum debt service coverage of 125% assuming market interest rates as of April 15, 2025. 553
Consideration of Resolution 25-45 Approving IFD Bond Issuance May 21, 2025

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City Council / Financing Authority Meeting May 21, 2025 Due Diligence Meeting / Post the Preliminary Official Statement Week of May 19th Pre-Pricing and Pricing Week of June 2nd
Pre-Closing, Closing and Transfer of Funds Week of June 23rd The following documents are associated with the issuance of the IFD Bonds part of the attached agenda item:
 Fiscal Agent Agreement: by and between U.S. Bank National Association (the “Fiscal Agent”) and the IFD, pursuant to which the IFD Bonds will be issued by the IFD. The Fiscal Agent Agreement (Exhibit A) governs the terms and conditions of the IFD Bonds and the role of the Fiscal Agent.  Bond Purchase Agreement: (the ”Bond Purchase Agreement”) (Exhibit B) between the IFD, the West Sacramento Financing Authority (the “JPA”), and Piper Sandler & Co., on behalf of itself and on behalf of Hilltop Securities, Inc. (collectively, the “Underwriters”), pursuant to which the IFD Bonds will be sold to the JPA and then sold by the JPA to the Underwriters in a manner consistent with California Government Code, Section 6589.
 Official Statement: in the form of the Preliminary Official Statement (Exhibit C). This document is distributed by the Underwriters in connection with the public offering of the IFD Bonds. The document describes the 554 Consideration of Resolution 25-45 Approving IFD Bond Issuance May 21, 2025

Page 4 ends

IFD, the IFD Bonds and other information pertinent to a reasonable investor considering purchase or sale of IFD Bonds.
 Irrevocable Pledge of IFD Revenues (the “Pledge Agreement”): between the City and the IFD, whereby the City has pledged to pay certain property tax increment revenues to the IFD in accordance with the Infrastructure Financing Plan that the EIFD will use to pay principal and interest payments and other amounts due on the IFD Bonds.
 Continuing Disclosure Certificate: to provide disclosure of certain financial and operating information and certain enumerated events on an ongoing basis, in substantially the form thereof attached to the Preliminary Official Statement. See Attachment 6.

Environmental Considerations
This item approval is not a project that is subject to CEQA because it is not an activity that may cause either a direct or reasonably foreseeable indirect physical change in the environment. (Pub. Resources Code, § 21065; CEQA Guidelines §§ 15060(c), 15378(a).)
Commission Recommendation
Not applicable
Strategic Plan Integration
This item is in support of the Council’s 2024 Strategic Plan Policy Agenda item “Fiscal Strategy: Sales Tax Measure for Core Services & Infrastructure Bond.”
Alternatives
As an alternative to the recommended action, the Council could direct that the action be deferred if there are questions or concerns about the nature of the transaction.

ATTACHMENT

1. Resolution 25-45
a. Good Faith Estimate
b. Fiscal Agent Agreement
c. Bond Purchase Agreement
d. Official Statement (with Fiscal Consultant Report)
e. Pledge Agreement
555
ATTACHMENT 1
4906-3598-2870
RESOLUTION 25-45

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WEST SACRAMENTO

AUTHORIZING THE ISSUANCE AND SALE OF INFRASTRUCTURE FINANCING DISTRICT NO. 1 (BRIDGE DISTRICT AREA) BONDS IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $6,500,000; AND DETERMINING OTHER MATTERS IN CONNECTION

THEREWITH
WHEREAS, pursuant to Chapter 2.99 of Part 1 of Division 2 of Title 5 of the California Government Code (commencing with section 53395) (the “IFD Law”), the City Council (the “City Council”) of the City of West Sacramento (the “City”) is authorized to form an infrastructure financing district, implement an infrastructure financing plan for the infrastructure financing district and act as the legislative body for the infrastructure financing district; and WHEREAS, Resolution 14-37 adopted by the City Council on June 4, 2014, proposed the adoption of the Infrastructure Financing Plan, the establishment of Infrastructure Financing District No. 1 (Bridge District Area) (the “IFD”), the establishment of an appropriations limit, and called an election to approve said actions; and
WHEREAS, on June 4, 2014, the City Council adopted Resolution 14-38 whereby the City Council declared its intent for the IFD to issue bonds and called for an election to issue said bonds; and
WHEREAS, a special election was held on October 8, 2014, at which time the qualified electors within the IFD approved the actions proposed in Resolution 14-37 and Resolution 14-38; and
WHEREAS, pursuant to Ordinance 14-12 adopted by the City Council on November 5, 2014, the City Council established the IFD and adopted an infrastructure financing plan for the IFD (the “Infrastructure Financing Plan”) in order to finance certain public facilities (the “IFD Facilities”); and
WHEREAS, pursuant to Resolution 24-86 adopted by the City Council on August 21, 2024, the City Council, as the legislative body of the IFD, approved the issuance of Bonds by the IFD, in one or more series, in an aggregate principal amount not to exceed $233,000,000; and WHEREAS, pursuant to Resolution 24-86, the City Council also authorized the filing of a judicial validation action with respect to the IFD and the bonds approved therein pursuant to Code of Civil Procedure, Section 860 et seq.; and
WHEREAS, on April 17, 2025, the Superior Court of the State of California, County of Yolo issued a validation judgement in favor of the City and the IFD in Case No. CV2024-2481; and WHEREAS, in order to finance the IFD Facilities, the City Council, as the legislative body of the IFD, now desires to approve the City of West Sacramento Infrastructure Financing District No. 1 (Bridge District Area), Tax Increment Bonds, Series 2025 (the “Series 2025 Bonds”) to be issued by the IFD; and
WHEREAS, the terms of the Series 2025 Bonds are consistent with the terms specified in Resolution 14-38; and
556
Resolution 25-45 Authorizing the Issuance of IFD Bonds ATTACHMENT 1 May 21, 2025

Page 2 ends

4906-3598-2870
WHEREAS, the following documents relating to the issuance, sale, and delivery of the Series 2025 Bonds to be issued by the IFD, incorporated herein by reference, have been presented to the City Council for its review and approval:
• A Fiscal Agent Agreement (the “Fiscal Agent Agreement”) by and between U.S.

Bank Trust Company National Association (the “Fiscal Agent”) and the IFD, pursuant to which the Series 2025 Bonds will be issued by the IFD; and • A Bond Purchase Agreement (the ”Bond Purchase Agreement”) between the IFD, the West Sacramento Financing Authority (the “JPA”), and Piper Sandler & Co., on behalf of itself and on behalf of Hilltop Securities, Inc. (collectively, the “Underwriters”), pursuant to which the Series 2025 Bonds issued by the IFD will be sold to the JPA and then sold by the JPA to the Underwriters in a manner consistent with California Government Code, Section 6589; and • An Official Statement, in the form of the Preliminary Official Statement, to be distributed in connection with the public offering of the Series 2025 Bonds issued by the IFD; and
• An Irrevocable Pledge of IFD Revenues (the “Pledge Agreement”) between the City and the IFD, whereby the City has pledged to pay certain property tax increment revenues to the IFD for payment of principal and interest payments and other amounts due on the Series 2025 Bonds; and
• A Continuing Disclosure Certificate, to provide disclosure of certain financial and operating information and certain enumerated events on an annual basis, in substantially the form thereof attached to the Preliminary Official Statement; and WHEREAS, it appears to the City Council that the authorization, approval, execution, and delivery of the agreements and documents described above or contemplated thereby or incidental thereto and the issuance and delivery of the Series 2025 Bonds in accordance with the Fiscal Agent Agreement are desirable and in the best interests of the IFD; and WHEREAS, the City Council has previously approved and adopted the local debt policy made applicable to the IFD, said policy includes each element dictated by the Legislature, and the proposed issue of the Series 2025 Bonds complies with said policy; and WHEREAS, all conditions, things, and acts required to exist, to have happened and to have been performed precedent to and in the issuance of the Series 2025 Bonds as contemplated by this resolution, have happened and have been performed in due time, form and manner as required by the laws of the State of California, including the IFD Law. 557
Resolution 25-45 Authorizing the Issuance of IFD Bonds ATTACHMENT 1 May 21, 2025

Page 3 ends

4906-3598-2870
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of West Sacramento, as legislative body of the Infrastructure Financing District No. 1 (Bridge District Area):

Section 1. Recitals. The City Council hereby finds and determines that the foregoing recitals are true and correct.

Section 2. Authorization to Issue Bonds. Pursuant to the IFD Law, and this resolution, the bonds entitled “City of West Sacramento Infrastructure Financing District No. 1 (Bridge District Area) Tax Increment Bonds” and further designated as “Series 2025” are hereby authorized to be issued by the IFD in an aggregate principal amount not to exceed $6,500,000 in accordance with the terms of the Fiscal Agent Agreement, as finally executed.

Section 3. Terms of the Bonds. As further provided in the Fiscal Agent Agreement as finally executed, the terms of the Series 2025 Bonds shall be as follows: (i) each Series 2025 Bond shall be dated its date of issuance, (ii) the maturity date of each Bond shall be a date not to exceed 30 years from the date of its issuance, (iii) the Series 2025 Bonds shall be issued in denominations of $5,000 or any integral multiple of $5,000 or such other denomination determined by the City Manager, (iv) the interest rate on the Series 2025 Bonds shall not exceed the legal limit, (v) the form of the Series 2025 Bonds shall be substantially the form found in the Fiscal Agent Agreement, (vi) the Series 2025 Bonds shall be executed by the manual or facsimile signatures of the Mayor and the City Clerk, (vii) the principal of and interest on the Series 2025 Bonds shall be payable in lawful money of the United States of America, (viii) the Series 2025 Bonds shall be registered with the Fiscal Agent for the Series 2025 Bonds and shall be payable at the principal office of or by check or wire of the Fiscal Agent for the Series 2025 Bonds, and (ix) the Series 2025 Bonds shall be subject to redemption prior to maturity at the times and subject to the premiums approved by the City Manager.

Section 4. Authorization of Officers to Execute and Deliver Documents. The City Council hereby authorizes and directs the Mayor, City Manager, Director of Finance, City Clerk, and their designees (the “Authorized Officers”), and each of them individually, for and in the name of and on behalf of the IFD, to approve, execute, and deliver the following agreements and documents:
• Fiscal Agent Agreement (“Exhibit B”)
• Bond Purchase Agreement (“Exhibit C”)
• Official Statement, in the form of the Preliminary Official Statement (“Exhibit D”) • Pledge Agreement (“Exhibit E”)
• Continuing Disclosure Certificate
in substantially the forms presented at this meeting, which agreements and documents are hereby approved, with such changes, insertions, revisions, corrections, or amendments as shall be approved by the officer or officers executing the agreements or documents for the IFD. The execution of the foregoing by an Authorized Officer or Officers of the City on behalf of the IFD shall constitute conclusive evidence of such officer’s or officers’ and the City Council’s approval of any such changes, insertions, revisions, corrections, or amendments to the respective forms of agreements and documents presented to this meeting. The date, respective principal amounts of each maturity, the interest rates, interest payment dates, denominations, form, registration 558
Resolution 25-45 Authorizing the Issuance of IFD Bonds ATTACHMENT 1 May 21, 2025

Page 4 ends

4906-3598-2870
privileges, place or places of payment, terms of redemption, and other terms of the Series 2025 Bonds and provisions relating to municipal bond insurance, shall be as provided in the Fiscal Agent agreement as finally executed.

Section 5. Authorization of Sale. The City Council hereby authorizes the sale of not to exceed $6,500,000 aggregate principal amount of Series 2025 Bonds in accordance with the Bond Purchase Agreement, pursuant to which the Series 2025 Bonds issued by the IFD will be sold to the JPA and then sold by the JPA to the Underwriters. The Authorized Officers are hereby authorized and directed to negotiate with the Underwriters the final terms of the sale and its timing.

The City Council hereby determines that the sale of the Series 2025 Bonds by negotiation would result in an overall lower cost.

Section 6. Execution of Bonds. The Mayor and City Clerk are hereby authorized and directed to execute each of the Series 2025 Bonds on behalf of the IFD.

Section 7. Validity. If any section, subsection, sentence, clause, phrase, or word of this resolution, or any application thereof to any person or circumstance, is held to be invalid or unconstitutional by a decision of a court of competent jurisdiction, such decision shall not affect the validity of the remaining portions or applications of this resolution, this City Council hereby declaring that it would have passed this resolution and each and every section, subsection, sentence, clause, phrase, and word not declared invalid or unconstitutional without regard to whether any other portion of this resolution or application thereof would be subsequently declared invalid or unconstitutional.

Section 8. Disclosure of Specified Financing Information. Pursuant to the requirements of Government Code section 5852.1, the City Council is required to disclose at a public meeting certain information related to the financing. The City Council has obtained from the Municipal Advisor good faith estimates of this required information and hereby discloses the estimates information as shown in Exhibit A attached hereto and incorporated herein by reference.

Section 9. General Authorization. The City hereby authorizes and directs the Authorized Officers, and each of them, for and in the name of and on behalf of the IFD, to do any and all things and to execute and deliver any and all documents that they may deem necessary or advisable in order to complete the sale, issuance, and delivery of the Series 2025 Bonds and otherwise to carry out, give effect to, and comply with the terms and intent of this resolution. All actions heretofore taken by such officers and agents that are in conformity with the purposes and intent of this resolution are hereby ratified, confirmed and approved in all respects.

Section 10. Attestations. The City Clerk is hereby authorized and directed to attest the signatures of the Authorized Officers, as may be required or appropriate in connection with the execution and delivery of the Fiscal Agent Agreement, the Bond Purchase Agreement, the Continuing Disclosure Certificate and related documents. Such attestation by the City Clerk shall be conclusive evidence of the final form of the document attested.

Section 11. Effective Date. This resolution shall take effect immediately upon its passage.
559
Resolution 25-45 Authorizing the Issuance of IFD Bonds ATTACHMENT 1 May 21, 2025

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4906-3598-2870
PASSED AND ADOPTED by the City Council of the City of West Sacramento this 21st day of May, 2025, by the following vote:

AYES:

NOES:

ABSENT:

Mayor
ATTEST:

City Clerk
560
Exhibit A
4906-3598-2870 A-1

GOOD FAITH ESTIMATES (IFD)
Pursuant to California Government Code Section 5852.1, the underwriters identified below have provided the following required information to the City of West Sacramento Infrastructure Financing District No. 1 (Bridge District Area) (the “Issuer”), the West Sacramento Financing Authority (the “JPA”) and the City of West Sacramento (the “City”), prior to the meeting of the governing boards, at which meetings they will consider the authorization of the bonds identified below.
(1) Name of Underwriters: Piper Sandler & Co., Hilltop Securities Inc. (2) Meeting Date: May 21, 2025
(3) Bond Issue: City of West Sacramento Infrastructure Financing District No. 1 (Bridge District Area), Tax Increment Bonds, Series 2025 (the “Bonds”) (4) The Underwriters have provided the following required good faith estimates relating to the Bonds (these numbers assume the 1.25% debt service coverage scenario and market interest rates as of April 15, 2025):
a. The true interest cost of the Bonds, which means the rate necessary to discount the amounts payable on the respective principal and interest payment dates to the purchase price received for the new issue of Bonds (to the nearest ten-thousandth of one percent): 5.619545%.
b. The finance charge of the Bonds, which means the sum of all fees and charges paid to third parties including the cost of credit enhancement: $253,302.50. c. The amount of proceeds received by the public body for sale of the Bonds less the finance charge of the Bonds described in subparagraph (B) and any reserves or capitalized interest paid or funded with proceeds of the Bonds: $848,117.90. d. The total payment amount, which means the sum total of all payments the public body will make to pay debt service on the Bonds plus the finance charge of the Bonds described in subparagraph (B) not paid with the proceeds of the Bonds (which total payment amount shall be calculated to the final maturity of the Bonds):
$8,278,675.06.

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 variety of factors. The actual interest rates borne by the Bonds and the actual amortization of the Bonds will depend on market interest rates at the time of sale thereof. Market interest rates are affected by economic and other factors beyond the control of the Issuer, the JPA and the City.
561

EXHIBIT B
4894-8308-9618

FISCAL AGENT AGREEMENT
between
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Fiscal Agent and the

CITY OF WEST SACRAMENTO
INFRASTRUCTURE FINANCING DISTRICT NO. 1
(BRIDGE DISTRICT AREA)
Dated [__________ 1, 2025]
relating to the

CITY OF WEST SACRAMENTO
INFRASTRUCTURE FINANCING DISTRICT NO. 1
(BRIDGE DISTRICT AREA)
TAX INCREMENT BONDS, SERIES 2025

562

EXHIBIT B
4894-8308-9618 i IFD No. 1 Fiscal Agent Agreement

TABLE OF CONTENTS
Page

ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION ..................................................................................................4 Section 1.1 Definitions....................................................................................................4 Section 1.2 Equality of Security ...................................................................................14 Section 1.3 Acts of Bondholders ..................................................................................15 Section 1.4 Notices, etc., to District and Fiscal Agent .................................................15 Section 1.5 Notices to Bondholders; Waiver ................................................................15 Section 1.6 Form and Content of Documents Delivered to Fiscal Agent .....................16 Section 1.7 Effect of Headings and Table of Contents .................................................16 Section 1.8 Successors and Assigns..............................................................................16 Section 1.9 Benefits of Fiscal Agent Agreement ..........................................................16 Section 1.10 Payments/Actions Otherwise Scheduled on Non-Business Days ..............17 Section 1.11 No Personal Liability for Debt Service ......................................................17 Section 1.12 Separability Clause ....................................................................................17 Section 1.13 Unclaimed Moneys ....................................................................................17 Section 1.14 Governing Law ..........................................................................................17 Section 1.15 Execution in Counterparts..........................................................................17 ARTICLE II THE BONDS ............................................................................................................18 Section 2.1 Title; Issuable in Series ..............................................................................18 Section 2.2 Terms of Particular Series ..........................................................................18 Section 2.3 Forms and Denominations .........................................................................18 Section 2.4 Execution and Authentication ....................................................................18 Section 2.5 Registration, Transfer, and Exchange ........................................................19 Section 2.6 Mutilated, Destroyed, Lost, or Stolen Bonds .............................................20 Section 2.7 Payment of Interest on Bonds; Interest Rights Preserved ..........................20 Section 2.8 Persons Deemed Owners ...........................................................................21 Section 2.9 Cancellation ...............................................................................................21 Section 2.10 Book-Entry Provisions ...............................................................................21 ARTICLE III TERMS AND ISSUE OF SERIES 2025 BONDS .................................................22 Section 3.1 Terms and Form of Series 2025 Bonds......................................................22 Section 3.2 Redemption of Series 2025 Bonds .............................................................24 563

EXHIBIT B
4894-8308-9618 ii IFD No. 1 Fiscal Agent Agreement
Section 3.3 Application of Proceeds of Series 2025 Bonds ..........................................25 Section 3.4 Establishment and Application of Costs of Issuance Fund ........................26 Section 3.5 Establishment and Application of the Project Fund ..................................26 Section 3.6 Validity of Series 2025 Bonds ...................................................................27 ARTICLE IV ISSUANCE AND DELIVERY OF ADDITIONAL SERIES OF BONDS ...........27 Section 4.1 Issuance of Parity Bonds ............................................................................27 Section 4.2 Subordinate Debt .......................................................................................28 Section 4.3 Refunding Bonds .......................................................................................28 ARTICLE V REDEMPTION OF BONDS ...................................................................................28 Section 5.1 General Applicability of Article ................................................................28 Section 5.2 Notice to Fiscal Agent ...............................................................................28 Section 5.3 Selection by Fiscal Agent of Bonds to be Redeemed ................................29 Section 5.4 Notice of Redemption. ...............................................................................29 Section 5.5 Deposit of Redemption Price .....................................................................30 Section 5.6 Bonds Payable on Redemption Date..........................................................30 Section 5.7 Bonds Redeemed in Part ............................................................................31 ARTICLE VI DEFEASANCE ......................................................................................................31 Section 6.1 Discharge of Fiscal Agent Agreement .......................................................31 Section 6.2 Discharge of Liability on Bonds ................................................................32 Section 6.3 Deposit of Money or Securities with Fiscal Agent ....................................32 Section 6.4 Payment of Bonds After Discharge of Fiscal Agent Agreement ...............33 ARTICLE VII PAYMENT OF BONDS .......................................................................................33 Section 7.1 Liability of the District Limited to Tax Increment Revenues ....................33 Section 7.2 Deposit of Tax Increment Revenues ..........................................................34 Section 7.3 Pledge of Tax Increment Revenues ...........................................................34 Section 7.4 Allocation of Tax Increment Revenues .....................................................34 Section 7.5 Application of Interest Fund ......................................................................34 Section 7.6 Application of Principal Fund; Sinking Accounts .....................................36 Section 7.7 Funding and Application of Bond Reserve Fund ......................................37 Section 7.8 Rebate Fund ...............................................................................................39 Section 7.9 Investment of Moneys in Funds and Accounts ..........................................40 Section 7.10 Funds and Accounts ...................................................................................41 Section 7.11 Money Held for Particular Bonds ..............................................................42 564

EXHIBIT B
4894-8308-9618 iii IFD No. 1 Fiscal Agent Agreement
ARTICLE VIII COVENANTS OF THE DISTRICT ....................................................................42 Section 8.1 Power to Issue Bonds and Make Pledge ....................................................42 Section 8.2 Limitations on Additional Indebtedness ....................................................42 Section 8.3 Enforcement of Irrevocable Pledge ...........................................................42 Section 8.4 Punctual Payment and Performance ..........................................................42 Section 8.5 Extension of Payment of Bonds .................................................................42 Section 8.6 Compliance With Plan Limitations ............................................................43 Section 8.7 Preservation of Rights of Owners ..............................................................43 Section 8.8 Waiver of Laws ..........................................................................................43 Section 8.9 Federal Income Tax Covenants .................................................................43 Section 8.10 Accounting for Tax Increment Revenues ..................................................44 Section 8.11 RESERVED ...............................................................................................44 Section 8.12 Continuing Disclosure ...............................................................................44 Section 8.13 Further Assurances.....................................................................................44 Section 8.14 Maintenance of Eligible Revenues and Tax Increment Revenues .............44 ARTICLE IX EVENTS OF DEFAULT AND REMEDIES OF BONDHOLDERS ....................45 Section 9.1 Events of Default .......................................................................................45 Section 9.2 Remedies of Bondholders ..........................................................................45 Section 9.3 Application of Money Collected ................................................................46 Section 9.4 Restoration of Positions .............................................................................46 Section 9.5 Rights and Remedies Cumulative ..............................................................46 Section 9.6 Delay or Omission Not Waiver..................................................................47 Section 9.7 Termination of Proceedings .......................................................................47 Section 9.8 Actions by Fiscal Agent as Attorney-in-Fact.. ...........................................47 Section 9.9 Remedies Not Exclusive. ...........................................................................47 ARTICLE X THE FISCAL AGENT .............................................................................................48 Section 10.1 Appointment of Fiscal Agent .....................................................................48 Section 10.2 Certain Duties and Responsibilities ...........................................................48 Section 10.3 Notice of Defaults ......................................................................................48 Section 10.4 Certain Rights of Fiscal Agent; Liability of Fiscal Agent .........................49 Section 10.5 Fiscal Agent Not Responsible for Recitals or Issuance of Bonds or Application of Proceeds .............................................................................50 Section 10.6 Fiscal Agent May Hold Bonds ...................................................................51 565

EXHIBIT B
4894-8308-9618 iv IFD No. 1 Fiscal Agent Agreement
Section 10.7 Compensation and Indemnification of Fiscal Agent .................................51 Section 10.8 Fiscal Agent Required; Eligibility .............................................................51 Section 10.9 Removal and Resignation; Appointment of Successor ..............................52 Section 10.10 Acceptance of Appointment by Successor ................................................53 Section 10.11 Merger or Consolidation ............................................................................53 Section 10.12 Preservation and Inspection of Documents................................................53 Section 10.13 Accounting Records ...................................................................................54

ARTICLE XI MODIFICATION OR AMENDMENT OF THIS FISCAL AGENT AGREEMENT ..................................................................................................54 Section 11.1 Supplemental Fiscal Agent Agreements Without Consent of Bondholders ...............................................................................................54 Section 11.2 Supplemental Fiscal Agent Agreements with Consent of Bondholders or Credit Providers ...............................................................55 Section 11.3 Execution of Supplemental Fiscal Agent Agreements ..............................56 Section 11.4 Effect of Supplemental Fiscal Agent Agreement ......................................56 Section 11.5 Endorsement of Bonds; Preparation of New Bonds ..................................56 Section 11.6 Amendment of Particular Bonds ................................................................57 Section 11.7 Force Majeure ............................................................................................57 Section 11.8 U.S.A. Patriot Act ......................................................................................57 Section 11.9 Waiver of Jury Trial ...................................................................................57 Exhibit A Form of Series 2025 Bond ........................................................................................ A-1 Exhibit B Form of Costs of Issuance Requisition .......................................................................B-1 Exhibit C Requisition to the Fiscal Agent to Disburse Funds from the Series 2025 Acquisition and Construction Fund ............................................................................C-1 566

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4894-8308-9618 1 IFD No. 1 Fiscal Agent Agreement

FISCAL AGENT AGREEMENT
This FISCAL AGENT AGREEMENT, dated [__________ 1, 2025], is between U.S.

BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association duly organized and operating under the laws of the United States of America, as fiscal agent (the “Fiscal Agent”), and the CITY OF WEST SACRAMENTO INFRASTRUCTURE FINANCING DISTRICT NO. 1 (BRIDGE DISTRICT AREA), an infrastructure financing district and a legally constituted governmental entity established pursuant to the laws of the State of California (the “District”);
W I T N E S S E T H:

WHEREAS, the Bridge District Area is a mixed-use area located within the City of West Sacramento (the “City”) along the Sacramento River between the Tower Bridge and Pioneer Bridge;
WHEREAS, on April 16, 2014, the City Council of the City of West Sacramento (the “City Council”) duly adopted its Resolution No. 14-1 declaring its intent to establish the District, the boundaries of which encompass substantially all of the Bridge District Area, to finance the construction and/or acquisition of public capital facilities of communitywide significance within the District, pursuant to Chapter 2.8 of Part 1 of Division 2 of Title 5 of the California Government Code (commencing with section 53395), as amended (the “IFD Law); WHEREAS, on June 4, 2014, the City Council of the City duly adopted its Resolution No. 14-36 adopting an Infrastructure Financing Plan for the District (the “Infrastructure Financing Plan”) in conformity with the requirements of the IFD Law; WHEREAS, on June 4, 2014, the City Council of the City duly adopted its Resolution No. 14-37 which proposed the establishment of the District and adopting the Infrastructure Financing Plan and called for an election for that purpose;
WHEREAS, the City Council on June 4, 2014, duly adopted its Resolutions Nos. 14-37 and 14-38, that (a) proposed the establishment of the District to finance certain types of public facilities as provided in the IFP and permitted under the IFP Law, and (b) called for an election to be held at which the qualified electors within the boundaries of the District considered the formation of the District, the establishment of an appropriations limit for the District and issuance of up to $500,000,000 of bonds secured by property tax increment revenues generated from within the District pursuant to the IFD Law;
WHEREAS, on October 8, 2014, a special election was held at which time over two-thirds of the qualified electors within the District approved the actions proposed in Resolution Nos. 14- 37 and 14-38;
WHEREAS, on October 15, 2014, the City Council of the City duly adopted its Resolution No. 14-45 which declared the results of the special election held on October 8, 2014 to establish the District, to adopt the Infrastructure Financing Plan, and to approve the District’s issuance of up to $500,000,000 of bonds;
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WHEREAS, on November 5, 2014, the City Council of the City duly adopted its Ordinance 14-12 which formally established the District and approved the Infrastructure Financing Plan; WHEREAS, the City Council of the City is the legislative body of the District; WHEREAS, on August 21, 2024, the City Council of the City duly adopted its Resolution No. 24-86 (the “Original Resolution of Issuance”) which authorized the District to issue Bonds in the aggregate principal amount of $233,000,000, authorized the execution and delivery of this Fiscal Agent Agreement, and authorized the filing of judicial validation proceedings under Section 860 et. Seq. of the California Code of Civil Procedure related to the District, the Bonds, this Fiscal Agent Agreement, and the pledge of Tax Increment Revenues (as defined herein) to the repayment of the Bonds, among other things;
WHEREAS on September 20, 2024, the City and the District jointly filed a complaint for validation (the “Validation Action”) with the Superior Court of the State of California, County of Yolo (the “Superior Court”) seeking a judicial decree that the Original Resolution of Issuance, the District’s issuance of the Bonds as contemplated thereby, and the City’s pledge of Tax Increment Revenues to the repayment of the Bonds, were and are valid and authorized by law; WHEREAS on April 17, 2025, the Superior Court, rendered a judgement in the Validation Action in favor of the City and the District with respect to the matters that were the subject of the Validation Action;
WHEREAS, the Infrastructure Financing Plan provides that the City may allocate property tax increment revenues generated from within the boundaries of the District and that such revenues may be pledged to payment of bonds issued by the District as authorized by the IFD Law; WHEREAS, the City has committed to the District to fund the public facilities described in and up to the limits in the IFP: (a) City’s share of incremental property tax revenues generated from within the District, and (b) the City’s share of the annual Redevelopment Property Tax Trust Fund revenues generated from within the District after (i) all preexisting legal commitments and statutory obligations are paid and (ii) all AB1290 Pass Through payments to the City are excluded (the total of such revenues is referred to herein as the “Eligible Revenues”); WHEREAS, the District and the City have executed an Irrevocable Pledge (as defined herein) pursuant to which the City shall pay a portion of the Eligible Revenues directly to the District to ensure that scheduled principal and interest payments and other amounts due on the Bonds (including any amounts necessary for a reserve fund, other credit enhancements, or to satisfy any other financing terms and conditions) or other Parity Bonds, as well as Administrative Expenses incurred in connection with the administration of this Fiscal Agent Agreement and of the Bonds, are paid when due so long as any Bonds remain Outstanding (the amounts that the District receives from the City’s payments under the Irrevocable Pledge are referred to herein as the “Tax Increment Revenues”;
WHEREAS, there exists within the boundaries of the District the City of West Sacramento Community Facilities District No. 12 (Raley’s Field) (“CFD-12”), which was created by Resolution No. 99-33 of the City Council as adopted on April 21, 1999; 568

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WHEREAS, the City issued its “City of West Sacramento, Community Facilities District No. 12 (Raley's Field) Special Tax Bonds” (the “CFD-12 Prior Bonds”) on August 30, 1999, in the aggregate principal amount of $7,825,000, pursuant to the terms of Resolution No. 99-36, as adopted by the City Council on May 19, 1999, and pursuant to an Indenture dated August 1, 1999, between the City and U.S. Trust Company, National Association, as trustee; WHEREAS, the City Council on May 15, 2013, duly adopted Resolution No. 13-32, which provided for the refunding of the Prior CFD-12 Bonds through the issuance of a “City of West Sacramento, Community Facilities District No. 12 (Raley's Field) Special Tax Refunding Bond, Series 2013” (the “CFD-12 Refunding Bond”) pursuant to a Bond Issuance Agreement dated as June 1, 2013 (the “CFD-12 Refunding Bond Issuance Agreement”), and authorized the sale of the Refunding Bond to Alliance Bank of Arizona, a division of Western Alliance Bank; WHEREAS, there exists an agreement known as the “CFD-12 Local Baseball Agreement” by and between the City, the West Sacramento Redevelopment Agency, the River City Baseball Association LLC, a Delaware limited liability company, and SBIG LLC, a Delaware limited liability company, dated as of April 30, 1999;
WHEREAS, pursuant to the CFD-12 Refunding Bond Issuance Agreement, the City covenanted that all property tax increment payments to the City related to CFD-12 pursuant to Local Baseball Agreement (the “CFD-12 Revenues”), when and as received by the City, shall be applied to the debt service on the CFD-12 Refunding Bond; WHEREAS, the Infrastructure Financing Plan identifies public capital facilities of communitywide significance which provide significant benefits to an area larger than the area of the District (the “Eligible Projects”) and contemplates that the District may issue bonds and incur other forms of indebtedness secured by and payable from the Eligible Revenues to finance the Eligible Projects;
WHEREAS, the District wishes to provide for the issuance of a series of bonds designated the City of West Sacramento Infrastructure Financing District No. 1 (Bridge District Area) Tax Increment Bonds, Series 2025 (the “Series 2025 Bonds”) payable from the Tax Increment Revenues for the purposes of financing one or more of the Eligible Projects authorized in the Infrastructure Financing Plan;
WHEREAS, the Series 2025 Bonds will be secured by a pledge of the Tax Increment Revenues, as and to the extent set forth herein;
WHEREAS, in order to provide for the authentication and delivery of the Series 2025 Bonds, to establish and declare the terms and conditions upon which the Series 2025 Bonds are to be issued and secured and to secure the payment of the principal thereof and interest and redemption premium (if any) thereon, the District has duly authorized the execution and delivery of this Fiscal Agent Agreement; and
WHEREAS, the District has determined that all acts and proceedings required by the laws of the State of California and the IFD Law necessary to make the Series 2025 Bonds when executed by the District, and authenticated and delivered by the Fiscal Agent, valid, binding and legal special obligations of the District, and to constitute this Fiscal Agent Agreement a legal, valid and binding 569

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agreement for the uses and purposes herein have happened and have been performed in due time, form and manner, and the District is now duly authorized to execute and enter into this Fiscal Agent Agreement.

A G R E E M E N T:

NOW, THEREFORE, THIS FISCAL AGENT AGREEMENT WITNESSETH that, in order to secure the payment of the principal of and the premium (if any) and interest on all Bonds at any time issued, authenticated and delivered hereunder and to provide the terms and conditions under which all property, rights, and interests hereby assigned and pledged are to be dealt with and disposed of, and to secure performance and observance of the terms, conditions, stipulations, covenants, agreements, trusts, uses, and purposes hereinafter expressed, and in consideration of the premises and of the material covenants herein contained and of the purchase and acceptance of the Bonds by the registered owners thereof, and for other valuable consideration the receipt and sufficiency of which is hereby acknowledged, the District does hereby agree and covenant with the Fiscal Agent for the benefit of the respective registered owners, from time to time, of the Bonds, as follows:

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION Section 1.1 Definitions. For all purposes of this Fiscal Agent Agreement and of any Supplemental Fiscal Agent Agreement and of any certificate, opinion, or other document herein mentioned, unless the context otherwise requires:
(a) The terms defined in this Section shall have the meanings herein specified and include the plural as well as the singular.
(b) All accounting terms not otherwise defined herein have the meanings assigned to them, and all computations herein provided for shall be made in accordance with generally accepted accounting principles.
(c) All references herein to “generally accepted accounting principles” refer to such principles as they exist at the date of applicability thereof. (d) All references herein to “Articles,” “Sections,” and other subdivisions are to the designated Articles, Sections, and other subdivisions of this Fiscal Agent Agreement as originally executed.
(e) The words “herein,” “hereof,” “hereby,” “hereunder,” and other words of similar import refer to this Fiscal Agent Agreement as a whole and not to any particular Article, Section, or other subdivision.
(f) Words of the masculine gender shall mean and include words of the feminine and neuter genders.
(g) Unless otherwise defined in this Fiscal Agent Agreement, all terms used herein shall have the meanings assigned to such terms in the IFD Law. 570

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Additional Eligible Revenues means, as of the date of calculation, the amount of Eligible Revenues which, as shown in the report of an Independent Fiscal Consultant, are estimated to be receivable by within the Fiscal Year following the Fiscal Year in which such calculation is made as a result of increases in the assessed valuation of taxable property within the boundaries of the District due to either (a) construction which has been completed but which is not then reflected on the tax rolls, or (b) transfer of ownership or any other interest in real property which has been recorded but which is not then reflected on the tax rolls, less the Independent Fiscal Consultant’s estimate of any reductions in assessed valuation within the boundaries of the District due to potential successful property tax assessment appeals. For purposes of this definition, the term “increases in the assessed valuation” means the amount by which the assessed valuation of taxable property within the boundaries of the District is estimated to increase above the assessed valuation of taxable property within the boundaries of the District (as evidenced in the written records of the County) as of the date on which such calculation is made.

Administrative Expenses means all expenses paid or incurred by the District to determine and collect the Tax Increment Revenues and to administer the District and the Bonds, including salaries of City Staff and related overhead expenses allocable thereto and the fees of consultants, legal counsel, paying agents, fiscal agents, and trustees; the cost of arbitrage calculation and arbitrage rebates, the cost of preparation of required reports, costs incurred under the Irrevocable Pledge, and any other costs required to administer the District and the Bonds.

Annual Debt Service means, for each Bond Year, the sum of (without duplication) the aggregate amount of principal and interest scheduled to become due and payable on the Outstanding Bonds in such Bond Year upon the maturity or mandatory redemption thereof; provided, for purposes of such calculation, (a) there shall be excluded a pro rata portion of each installment of principal of any Parity Bonds, together with the interest to accrue thereon, in the event and to the extent that the proceeds of such Parity Bonds are deposited in an escrow fund from which amounts may not be released to the District unless the District meets the requirements of Section 4.1(B) (Issuance of Parity Bonds) for the issuance of Parity Bonds at the time of such release, taking the released proceeds into account.

Authorized Denomination means with respect to the Series 2025 Bonds and any other Series of Bonds, $5,000 and any integral multiple thereof, or as may otherwise be specified by the District at the time of issuance thereof.

Authorized Officer and Authorized Officers means, individually or collectively, the Mayor, the Mayor Pro Tem, the City Manager of the City, the Finance Director of the City, their respective written designees, and any other officer of the City designated as an Authorized Officer by resolution of the City.

Bond Counsel means (a) Lozano Smith LLP, or (b) any attorney or firm of attorneys appointed by or acceptable to the District, of nationally-recognized experience in the issuance of obligations secured by taxes allocated to Infrastructure Financing Districts pursuant to the California Constitution and the IFD Law.

Bond Register has the meaning stated in Section 2.10 (Book-Entry Provisions). 571

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Bond Reserve Fund means the fund by that name established pursuant to Section 7.4 (Allocation of Tax Increment Revenues) and further described in Section 7.7 (Funding and Application of Bond Reserve Fund); or, in connection with the issuance of Parity Bonds as described in Section 4.1 (Issuance of Parity Bonds).

Bond Reserve Requirement means, as of any date of calculation, the least of (i) Maximum Annual Debt Service as of such date, (ii) one hundred twenty-five percent (125%) of average Annual Debt Service on all Bonds Outstanding as of such date and (iii) ten percent (10%) of the original principal amount of the Bonds (or, if the Bonds are sold with more than a de minimis amount of original issue discount or premium, the issue price of such Bonds (excluding pre-issuance accrued interest), as those terms are defined in the Code, shall be used in the calculation); provided that the Bond Reserve Requirement shall be computed without regard to the portions of Parity Bonds which remain as deposits in escrow funds as contemplated by subsection (B) of Section 4.1 (Issuance of Parity Bonds), and in no event shall the District, in connection with the issuance or incurrence of Parity Bonds be obligated to deposit an amount in the Bond Reserve Fund which is in excess of the amount permitted by the applicable provisions of the Code to be so deposited from the proceeds of Parity Bonds without having to restrict the yield of any investment purchased with any portion of such deposit and in the event the amount of any such deposit into the Bond Reserve Fund is so limited, the Bond Reserve Requirement shall, in connection with the issuance of such Parity Bonds, be increased only by the amount of such deposit as permitted by the Tax Code.

Bond Year means the period ending on September 1 of each year with the first Bond Year ending on September 1, [2025], and the last Bond Year ending on the date on which none of the Bonds remain outstanding.

Bonds, Serial Bonds, Term Bonds, Series 2025 Bonds
Bonds means the Series 2025 Bonds and, if the context requires, any Parity Bonds, authorized by, and at any time Outstanding pursuant to, this Fiscal Agent Agreement or any Supplemental Fiscal Agent Agreement.

Serial Bonds means the Bonds, maturing in specified years, for which no Mandatory Sinking Account Payments are provided.

Term Bonds means the Bonds payable at or before their specified maturity date or dates from Mandatory Sinking Account Payments established for that purpose and calculated to retire such Bonds on or before their specified maturity date or dates.

Series 2025 Bonds means the City of West Sacramento Infrastructure Financing District No. 1 (Bridge District Area) Tax Increment Bonds, Series 2025, authorized by, and at any time Outstanding pursuant to, this Fiscal Agent Agreement.

Business Day means any day other than a Saturday, Sunday, or a day on which banking institutions in the state in which the Corporate Trust Office is located or the State of New York are authorized or obligated by law or executive order to be closed. 572

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CDIAC means the California Debt and Investment Advisory Commission or any public official or agency succeeding to its information collection functions under California Government Code Section 53359.5(b) and (c).

Certificate, Statement, Request, Requisition, or Order of the District mean, respectively, a written certificate, statement, request, requisition, or order signed in the name of the District by the City Manager of the City or any other person authorized by an Authorized Officer to execute such instruments. Any such instrument and supporting opinions or representations, if any, 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. If and to the extent required by Section 1.6 (Form and Content of Documents Delivered to Fiscal Agent), each such instrument shall include the statements provided for in Section 1.6 (Form and Content of Documents Delivered to Fiscal Agent).

CFD-12 means the City of West Sacramento Community Facilities District No. 12 (Raley’s Field), as created by Resolution No. 99-33 of the City Council as adopted on April 21, 1999.

CFD-12 Prior Bonds means the “City of West Sacramento, Community Facilities District No. 12 (Raley's Field) Special Tax Bonds” issued on August 30, 1999, in the aggregate principal amount of $7,825,000, pursuant to the terms of Resolution No. 99-36, as adopted by the City Council on May 19, 1999, and pursuant to an Indenture dated August 1, 1999, between the City and U.S. Trust Company, National Association, as trustee.

CFD-12 Refunding Bond means the “City of West Sacramento, Community Facilities District No. 12 (Raley's Field) Special Tax Refunding Bond, Series 2013” authorized pursuant to the terms of Resolution No. 13-32, as adopted by the City Council on May 15, 2013 which provided for the refunding of the CFD-12 Prior Bonds and issued pursuant to a Bond Issuance Agreement dated as June 1, 2013.

CFD-12 Local Baseball Agreement means that certain agreement by and between the City, the West Sacramento Redevelopment Agency, the River City Baseball Association LLC, a Delaware limited liability company, and SBIG LLC, a Delaware limited liability company, dated as of April 30, 1999.

CFD-12 Revenues means (a) so long as the CFD-12 Refunding Bond remains outstanding, all property tax increment payments to the City related to CFD-12 pursuant to the CFD-12 Local Baseball Agreement that are applied to the debt service on the CFD-12 Refunding Bond , or (b) when the CFD-12 Refunding Bond is no longer outstanding, $0.

City means the City of West Sacramento, California, a municipal corporation duly organized and existing under the Constitution and laws of the State.

City Council means the City Council of the City, which serves as the legislative body of the District.

City Clerk means the City Clerk of the City.
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Closing Date means the date on which the Series 2025 Bonds are first issued.

Code means the Internal Revenue Code of 1986 and the regulations applicable to or issued thereunder.

Continuing Disclosure Certificate means the Continuing Disclosure Certificate dated the date of delivery of the Series 2025 Bonds, as originally executed by the District or as it may from time to time be supplemented or amended in accordance with its terms.

Corporate Trust Office or corporate trust office means the corporate trust office of the Fiscal Agent located at [FISCAL AGENT ADDRESS, CITY, STATE], or such other or additional offices as may be designated by the Fiscal Agent; except that with respect to presentation of the Bonds for payment or for registration of transfer and exchange such term shall mean the office or agency of the Fiscal Agent at which, at any particular time, its corporate trust agency business shall be conducted.

Costs of Issuance means all items of expense directly or indirectly payable by or reimbursable to the District or the City related to the original authorization, execution, sale, and delivery of the Bonds, including but not limited to advertising and printing costs, costs of preparation and reproduction of documents, costs of printing and distribution of the preliminary and final official statements, filing and recording fees, initial fees and charges of the Fiscal Agent, legal fees and charges, fees and disbursements of consultants and professionals, financial advisor fees and expenses, rating agency fees, the costs of any judicial validation with respect to the Bonds, [fees of underwriter's counsel, private placement agent counsel, or bank counsel, as applicable,] fees and charges for preparation, execution, transportation and safekeeping of the Bonds, reimbursement to the City for City staff time and expenses incurred by the District in connection with the original issuance of the Bonds, and any other cost, charge or fee in connection with the original issuance of the Bonds.

Costs of Issuance Fund means the fund by that name established and held by the Fiscal Agent pursuant to Section 3.4 (Establishment and Application of Costs of Issuance Fund).

County means the County of Yolo, a county duly organized and existing under the Constitution and laws of the State.

Defeasance Securities means any of the following:
(A) United States Treasury Certificates, Notes, and Bonds (including State and Local Government Series -- “SLGS”).
(B) Direct obligations of the Treasury that have been stripped by the Treasury itself, CATS, TGRS, and similar securities.
(C) The interest component of Resolution Funding Corp. (REFCORP) strips that have been stripped by request to the Federal Reserve Bank of New York in book-entry form. (D) Pre-refunded municipal bonds rated “Aaa” by Moody’s and “AAA” by Standard & Poor’s. If, however, the pre-refunded bonds are rated by Standard & Poor’s but are not rated by 574

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Moody’s, then the pre-refunded bonds must have been pre-refunded with cash, direct U.S. or U.S. guaranteed obligations, or Aaa-rated pre-refunded municipal bonds. (E) Obligations issued or guaranteed by the following agencies that are backed by the full faith and credit of the U.S.:
(1) U.S. Export-Import Bank (Eximbank)
Direct obligations or fully guaranteed certificates of beneficial ownership (2) Farmers Home Administration (FmHA)
Certificates of beneficial ownership
(3) Federal Financing Bank
(4) General Services Administration
Participation certificates
(5) U.S. Maritime Administration
Guaranteed Title XI financing
(6) U.S. Department of Housing and Urban Development (HUD) Project Notes
Local Authority 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
Depository means (a) initially, DTC, and (b) any other Securities Depository acting as Depository pursuant to Section 2.5 (Registration, Transfer, and Exchange).

Depository System Participant means any participant in the Depository's book-entry system.

District or IFD means the City of West Sacramento Infrastructure Financing District No. 1 (Bridge District Area), an infrastructure financing district duly established pursuant to the IFD Law.

DTC means The Depository Trust Company, New York, New York, and its successors and assigns.

Eligible Projects means the public capital facilities of communitywide significance which provide significant benefits to an area larger than the area of the District identified in the Infrastructure Financing Plan for which the District may issue bonds and incur other forms of indebtedness secured by and payable from the Eligible Revenues.

Eligible Revenues means the sum of (a) City’s share of incremental property tax revenues generated from within the District, and (b) the City’s share of the annual Redevelopment Property Tax Trust Fund revenues generated from within the District after (i) all preexisting legal 575

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commitments and statutory obligations are paid and (ii) all AB1290 Pass Through payments to the City are excluded (excluding the CFD-12 Revenues, if any) that are eligible to be allocated from the City to the District pursuant the Infrastructure Financing Plan and the IFD Law.

Event of Default means any of the events specified in Section 9.1 (Events of Default).

Fiscal Agent means U.S. Bank Trust Company, National Association, a national banking association duly organized and operating under the laws of the United States of America, or its successor as Fiscal Agent as provided in Section 10.9 (Removal and Resignation; Appointment of Successor) hereof.

Fiscal Agent Agreement means this Fiscal Agent Agreement dated the date hereof, by and between the Fiscal Agent and the District, as originally executed or as it may from time to time be supplemented or amended by any Supplemental Fiscal Agent Agreement delivered pursuant to the provisions hereof.

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 District.

IFD Law means Chapter 2.8 of Part 1 of Division 2 of Title 5 (commencing with Section 53395) of the Government Code of the State, and the acts amendatory thereof and supplemental thereto.

Independent Accountant means any accountant or firm of such accountants duly licensed or registered or entitled to practice and practicing as such under the laws of the State, appointed by the District, and who, or each of whom: (a) is in fact independent and not under domination of the District; (b) does not have any substantial interest, direct or indirect, with the District; and (c) is not connected with the District as an officer or employee of the City, but who may be regularly retained to make reports to the District.

Independent Fiscal Consultant means any consultant or firm of such consultants appointed by or acceptable to the District and who, or each of whom: (a) is judged by the District to have substantial expertise in matters relating to the collection, estimation and projection of Eligible Revenues or otherwise with respect to the financing of facilities by infrastructure financing districts or other entities that collect, allocate, or receive property tax increment revenues; (b) is in fact independent and not under domination of the District or the City; (c) does not have any substantial interest, direct or indirect, with the District or the City, and (d) is not connected with the District as an officer or employee of the City, but who may be regularly retained to make reports to the District.

Information Service means the Municipal Securities Rulemaking Board (the “MSRB”) through its Electronic Municipal Market Access (“EMMA”) website, or, in accordance with thencurrent guidelines of the Securities and Exchange Commission, such other addresses and or such other services providing information with respect to called bonds, or no such services, as the District may designate in a Request of the District delivered to the Fiscal Agent. 576

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Infrastructure Financing Plan or IFP means the City of West Sacramento Infrastructure Financing District No. 1 (Bridge District Area) Infrastructure Financing Plan dated May, 2014, approved by Ordinance 14-12 adopted by the City on November 5, 2014, as heretofore or hereafter amended or supplemented.

Interest Fund means the fund by that name established and held by the Fiscal Agent pursuant to Section 7.4 (Allocation of Tax Increment Revenues).

Interest Payment Date with respect to Bonds means the date or dates specified in such Bonds on which installments of interest on such Bonds are due and payable.

Investment Securities means any securities in which funds of the District may now or hereafter be legally invested as provided by applicable law in effect at the time of such investment, subject to any limitations imposed by the investment policy approved by the District, but without regard to any limitations contained therein concerning the maximum percentage limitations for any particular investment (provided that the Fiscal Agent shall be entitled to rely upon any investment directions from the District as conclusive certification to the Fiscal Agent that the investments described therein are Investment Securities). Investment Securities also include (a) money market mutual funds, including such funds for which the Fiscal Agent, its affiliates or subsidiaries provide investment advisory or other management services or for which the Fiscal Agent or an affiliate of the Fiscal Agent serves as investment administrator, shareholder servicing agent, and/or custodian or sub-custodian but excluding such funds with a floating net asset value, notwithstanding that (i) the Fiscal Agent or an affiliate of the Fiscal Agent receives fees from funds for services rendered, (ii) the Fiscal Agent collects fees for services rendered pursuant to this Fiscal Agent Agreement, which fees are separate from the fees received from such funds, and (iii) services performed for such funds and pursuant to this Fiscal Agent Agreement may at times duplicate those provided to such funds by the Fiscal Agent or an affiliate of the Fiscal Agent; and (b) investment agreements, including guaranteed investment contracts.

Irrevocable Pledge means that certain Irrevocable Pledge of IFD Revenues by and between the City and the District, dated as of the Closing Date for the Series 2025 Bonds, whereby the City has irrevocably pledged to pay the Tax Increment Revenues to the District.

Mandatory Sinking Account Payment means, with respect to Bonds of any Series and maturity, the amount required by this Fiscal Agent Agreement or a Supplemental Fiscal Agent Agreement hereto to be deposited by the District in a Sinking Account for the payment of Term Bonds of such Series and maturity.

Maximum Annual Debt Service shall mean the greatest amount of principal and interest becoming due and payable on all Bonds in any specified Bond Year including the Bond Year in which the calculation is made or any subsequent Bond Year.

Mayor means the Mayor of the City.

Moody’s means Moody’s Investors Service, a corporation duly organized and existing under and by virtue of the laws of the State of Delaware, and its successors and assigns. 577

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Nominee means (a) initially, Cede & Co., as nominee of DTC, and (b) any other nominee of the Depository designated pursuant to Section 2.10 (Book Entry Provisions).

Opinion of Bond Counsel means a written opinion, addressed to the Fiscal Agent and others, of Bond Counsel.

Original Resolution of Issuance means Resolution No. 24-86, adopted the City Council on August 21, 2024, that authorized the District to issue Bonds in the aggregate principal amount of $233,000,000, authorized the execution and delivery of this Fiscal Agent Agreement, and authorized as the filing of judicial validation proceedings under Section 860 et. Seq. of the California Code of Civil Procedure related to the District, the Bonds, this Fiscal Agent Agreement, and the pledge of Tax Increment Revenues to the repayment of the Bonds, among other matters.

Outstanding, when used as of any particular time with reference to Bonds, means all Bonds theretofore, or thereupon being, authenticated and delivered by the Fiscal Agent under this Fiscal Agent Agreement except (1) Bonds theretofore cancelled by the Fiscal Agent or surrendered to the Fiscal Agent for cancellation; (2) Bonds with respect to which all liability of the District shall have been discharged in accordance with Section 6.2 (Discharge of Liability on Bonds), including Bonds (or portions of Bonds) referred to in Section 7.11 (Money Held for Particular Bonds); and (3) 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 Fiscal Agent pursuant to this Fiscal Agent Agreement.

Owner or Bondholder or Bondowner, whenever used herein with respect to a Bond, means the person in whose name such Bond is registered.

Parity Bonds means any bonds issued by the District on a parity with any then Outstanding Bonds pursuant to Section 4.1 (Issuance of Parity Bonds).

Person means a corporation, firm, association, partnership, trust, or other legal entity or group of entities, including a governmental entity or any agency or political subdivision thereof.

Plan Limitations means the limitations, if any, contained or incorporated in the Infrastructure Financing Plan and the Original Resolution of Issuance, on (a) the total number of dollars of taxes that may be allocated to the District pursuant to the Infrastructure Financing Plan, (b) the maximum amount of aggregate principal amount of Bonds that may be issued by the District, and (c) the time limit on the existence of the District, as applicable, as such Plan Limitations may be amended or modified from time to time.

Principal Fund means the fund by that name established and held by the Fiscal Agent pursuant to Section 7.4 (Allocation of Tax Increment Revenues).

Principal Payment Date with respect to Bonds means the date or dates specified in such Bonds on which the principal of such Bonds is due and payable.

Project Costs means (subject to the provisions of Section 3.5 (Establishment and Application of the Project Fund)) all costs of financing the Eligible Projects which are payable from moneys on deposit in the Project Fund, including but not limited to: (a) any costs which are 578

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lawfully incurred by the District with respect to the Eligible Projects and the IFD Law, and which constitute lawful expenditures of amounts on deposit in the Project Fund created under this Fiscal Agent Agreement; and (b) any sums required to reimburse the District for advances made for any of the above items.

Project Fund means the fund by that name established and held by the District pursuant to Section 3.5 (Establishment and Application of the Project Fund).

Rating Agency means Moody's, S&P or any nationally recognized rating agency then maintaining a rating on the Bonds.

Rating Category means (i) with respect to any long-term rating category, all ratings designated by a particular letter or combination of letters, without regard to any numerical modifier, plus or minus sign or other modifier and (ii) with respect to any short-term or commercial paper rating category, all ratings designated by a particular letter or combination of letters and taking into account any numerical modifier, but not any plus or minus sign or other modifier.

Rebate Fund means the fund by that name established and held by the Fiscal Agent pursuant to Section 7.8 (Rebate Fund).

Redemption Price means, with respect to any Bond (or portion thereof) the principal amount of such Bond (or portion) plus the applicable premium, if any, payable upon redemption thereof pursuant to the provisions of such Bond and this Fiscal Agent Agreement.

Regular Record Date for interest payable on any Interest Payment Date on the Bonds means the fifteenth (15th) day of the calendar month immediately preceding the relevant Interest Payment Date.

Report means a document in writing signed by an Independent Accountant or an Independent Fiscal Consultant and including: (a) a statement that the person or firm making or giving such Report has read the pertinent provisions of this Fiscal Agent Agreement to which such Report relates; (b) a brief statement as to the nature and scope of the examination or investigation upon which the Report is based; and (c) a statement that, in the opinion of such person or firm, sufficient examination or investigation was made as is necessary to enable such person or firm to express an informed opinion with respect to the subject matter referred to in the Report.

Responsible Officer means any officer within the corporate trust department (or any successor group or department of the Fiscal Agent) including any vice president, assistant vice president, assistant secretary or any other officer or assistant officer of the Fiscal Agent customarily performing functions similar to those performed by the persons who at the time shall be such officers, respectively, and also means, with respect to a particular matter, any other officer of the Fiscal Agent to whom such matter is referred by the Fiscal Agent because of such person’s knowledge of and familiarity with the particular subject.

S&P means S&P Global Ratings, a Standard and Poor's Financial Services LLC business, or any successor thereto.
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Securities Depository or Securities Depositories means The Depository Trust Company, 711 Stewart Avenue, Garden City, New York 11530, Fax-(516) 227-4039 or 4190, or, in accordance with then-current guidelines of the Securities and Exchange Commission, such other securities depositories, or no such depositories, as the District may designate in a Request of the District delivered to the Fiscal Agent.

Series, whenever used herein with respect to Bonds, means all of the Bonds designated as being of the same series, authenticated and delivered in a simultaneous transaction, regardless of variations in maturity, interest rate, redemption, and other provisions, and any Bonds thereafter authenticated and delivered upon transfer for exchange or in lieu of or in substitution for (but not to refund) such Bonds as herein provided.

Sinking Accounts or Redemption Accounts means the accounts in the Principal Fund so designated and established pursuant to Section 7.6 (Application of Principal Fund; Sinking Accounts) for the payment of Term Bonds.

Special Record Date for the payment of any defaulted interest on Bonds means a date fixed by the Fiscal Agent pursuant to Section 2.7 (Payment of Interest on Bonds; Interest Rights Preserved).

State means the State of California.

Subordinate Debt means debt that is either: (a) payable from, but not secured by a pledge of or lien upon, the Eligible Revenues; or (b) secured by a pledge of or lien upon, the Eligible Revenues which is expressly subordinate to the pledge or lien upon the Tax Increment Revenues hereunder for the security for the Bonds pursuant to Section 4.2 (Subordinate Debt).

Supplemental Fiscal Agent Agreement means any fiscal agent agreement hereafter duly executed and delivered, supplementing, modifying, or amending this Fiscal Agent Agreement, but only if and to the extent that such Supplemental Fiscal Agent Agreement is specifically authorized hereunder.

Tax Certificate means the tax certificate delivered by the District at the time of the issuance and delivery of the Series 2025 Bonds, as the same may be further amended or supplemented in accordance with its terms.

Tax Increment Fund means the fund by that name established and held by the District pursuant to Section 7.2 (Deposit of Tax Increment).

Tax Increment Revenues means the portion of the Eligible Revenues that the City must pay to the District pursuant to the Irrevocable Pledge.

Section 1.2 Equality of Security. In consideration of the acceptance of the Bonds by the Owners thereof from time to time, this Fiscal Agent Agreement shall be deemed to be and shall constitute a contract between the District, the Fiscal Agent and the Owners from time to time of the Bonds and the covenants and agreements herein set forth to be performed by or on behalf of the District or the Fiscal Agent shall be for the equal and proportionate benefit, security and protection of all Owners of the Bonds, without preference, priority or distinction as to security or 580

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otherwise of any of the Bonds over any of the others by reasons of the Series, time of issue, sale, or negotiation thereof or for any cause whatsoever, except as expressly provided therein or herein.

Nothing herein shall prevent additional security from being provided to particular Bonds under any Supplemental Fiscal Agent Agreement.

Section 1.3 Acts of Bondholders. Any request, consent, or other instrument required or permitted by this Fiscal Agent Agreement to be signed and executed by Bondholders may be in any number of concurrent instruments of substantially similar tenor and shall be signed or executed by such Bondholders 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 Fiscal Agent Agreement and shall be conclusive in favor of the Fiscal Agent and of the District 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.

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 Fiscal Agent or the District in accordance therewith or reliance thereon.

Section 1.4 Notices, etc., to District and Fiscal Agent. Any notice to or demand upon the Fiscal Agent may be served or presented, and such demand may be made, at the Corporate Trust Office. Any notice to or demand upon the District shall be deemed to have been sufficiently given or served for all purposes by being sent by overnight mail or other electronic transmission, or deposited, first-class mail postage prepaid, in a post office letter box, addressed, as the case may be, to the District at 1110 West Capitol Avenue, West Sacramento, CA 95691, Attention: City Manager (or such other address as may have been filed in writing by the District with the Fiscal Agent).

Section 1.5 Notices to Bondholders; Waiver. In any case where notice to Bondholders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Bondholder shall affect the sufficiency of such notice with respect to other Bondholders.

Where this Fiscal Agent Agreement provides for notice in any manner, such notice may be waived in writing by the person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Bondholders shall be filed with the Fiscal Agent, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.
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Section 1.6 Form and Content of Documents Delivered to Fiscal Agent. Every certificate or opinion provided for in this Fiscal Agent Agreement with respect to compliance with any provision hereof shall include (1) a statement that the person making or giving such certificate or opinion has read such provision and the definitions herein relating thereto, (2) a brief statement as to the nature and scope of the examination or investigation upon which the certificate or opinion is based; (3) a statement that, in the opinion of such person, he has made or caused to be made such examination or investigation as is necessary to enable him to express an informed opinion with respect to the subject matter referred to in the instrument to which his signature is affixed; and (4) a statement as to whether, in the opinion of such person, such provision has been complied with.

Any such certificate or opinion made or given by an officer of the District may be based, insofar as it relates to legal or accounting matters, upon a certificate or opinion of or representation by counsel, an Independent Accountant, or an Independent Fiscal Consultant, unless such officer knows, or in the exercise of reasonable care should have known, that the certificate, opinion or representation with respect to the matters upon which such certificate or statement may be based, as aforesaid, is erroneous. Any such certificate or opinion made or given by counsel, an Independent Accountant, or an Independent Fiscal Consultant may be based, insofar as it relates to factual matters (with respect to which information is in the possession of the District) upon a certificate or opinion of or representation by an officer of the City, unless such counsel, Independent Accountant, or Independent Fiscal Consultant knows, or in the exercise of reasonable care should have known, that the certificate or opinion or representation with respect to the matters upon which such person’s certificate or opinion or representation may be based, as aforesaid, is erroneous. The same officer of the City, or the same counsel, or Independent Accountant or Independent Fiscal Consultant, as the case may be, need not certify to all of the matters required to be certified under any provision of this Fiscal Agent Agreement, but different officers, counsel, Independent Accountants, or Independent Fiscal Consultants may certify to different matters, respectively.

Section 1.7 Effect of Headings and Table of Contents. The headings or titles of the several Articles and Sections hereof, and any table of contents appended to copies hereof, shall be solely for convenience of reference and shall not affect the meaning, construction, or effect of this Fiscal Agent Agreement.

Section 1.8 Successors and Assigns. Whenever in this Fiscal Agent Agreement either the District, the City or the Fiscal Agent is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all the covenants and agreements in this Fiscal Agent Agreement contained by or on behalf of the District or the Fiscal Agent shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not.

Section 1.9 Benefits of Fiscal Agent Agreement. Nothing in this Fiscal Agent Agreement or in the Bonds expressed or implied is intended or shall be construed to give to any person other than the District, the Fiscal Agent, and the Owners of the Bonds, any legal or equitable right, remedy or claim under or in respect of this Fiscal Agent Agreement 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 District, the Fiscal Agent, and the Owners of the Bonds.
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Section 1.10 Payments/Actions Otherwise Scheduled on Non-Business Days. Except as specifically set forth in a Supplemental Fiscal Agent Agreement, any payments or transfers that would otherwise become due on any day that is not a Business Day shall become due or shall be made on the next succeeding Business Day. When any other action is provided for herein to be done on a day named or within a specified time period and the day named or the last day of the specified period falls on a day other than a Business Day, such action may be performed on the next succeeding Business Day with the same effect as though performed on the appointed day or within the specified period.

Section 1.11 No Personal Liability for Debt Service. No City Council member, City officer, agent, or employee or the Fiscal Agent shall be individually or personally liable for the payment of the principal or Redemption Price of 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 City Council member, City officer, agent, or employee or the Fiscal Agent from the performance of any official duty provided by law or by this Fiscal Agent Agreement.

Section 1.12 Separability Clause. If any one or more of the provisions contained in this Fiscal Agent Agreement 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 Fiscal Agent Agreement and such invalidity, illegality, or unenforceability shall not affect any other provision of this Fiscal Agent Agreement, and this Fiscal Agent Agreement shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein. The District hereby declares that it would have adopted this Fiscal Agent Agreement 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 Fiscal Agent Agreement may be held illegal, invalid, or unenforceable.

Section 1.13 Unclaimed Moneys. Anything contained herein to the contrary notwithstanding, any money held by the Fiscal Agent in trust for the payment and discharge of the interest or premium (if any) on or principal of the Bonds which remains unclaimed for two (2) years after the date when the payments of such interest, premium and principal have become payable, if such money was held by the Fiscal Agent at such date, or for two (2) years after the date of deposit of such money if deposited with the Fiscal Agent after the date when the interest and premium (if any) on and principal of such Bonds have become payable, shall be repaid by the Fiscal Agent to the District as its absolute property free from trust, and the Fiscal Agent shall thereupon be released and discharged with respect thereto and the Owners shall look only to the District for the payment of the principal of and interest and redemption premium (if any) on of such Bonds.

Section 1.14 Governing Law. This Fiscal Agent Agreement shall be construed and governed in accordance with the laws of the State applicable to contracts made and performed in the State.

Section 1.15 Execution in Counterparts. This Fiscal Agent Agreement may be executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument. The exchange of copies of this Fiscal Agent 583

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4894-8308-9618 18 IFD No. 1 Fiscal Agent Agreement
Agreement and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Fiscal Agent Agreement as to the parties hereto and may be used in lieu of the original Fiscal Agent Agreement and signature pages for all purposes.

ARTICLE II

THE BONDS
Section 2.1 Title; Issuable in Series. The general title of the Bonds of all Series shall be “City of West Sacramento Infrastructure Financing District No. 1 (Bridge District Area) Tax Increment Bonds.” With respect to the Bonds of any particular Series, the District may incorporate into or add to the general title of such Bonds any words, letters, or figures designed to distinguish that Series.

The District may issue Bonds in Series hereunder, in book-entry form or otherwise, as from time to time authorized by the City, subject to the IFD Law, the Infrastructure Financing Plan, the Original Resolution of Bond Issuance (as it may be amended), and the covenants, provisions, and conditions contained in this Fiscal Agent Agreement.

Section 2.2 Terms of Particular Series. Each Series of Bonds, except the Series 2025 Bonds created by Article 3 hereof, shall be created by a Supplemental Fiscal Agent Agreement authorized by the District and establishing the terms and provisions of such Series of Bonds and the form of the Bonds of such Series. The several Series of Bonds may differ from the Series 2025 Bonds and as between Series in any respect not in conflict with the provisions of this Fiscal Agent Agreement and as may be prescribed in the Supplemental Fiscal Agent Agreement creating such Series.

The District shall determine, at the time of issuance of each Series of Bonds, the terms thereof, including the interest rate or rates at which interest is borne by the Bonds of such Series or the manner in which the interest rate or rates are determined (not to exceed the maximum rate of interest permitted by law), the intervals at which interest on the Bonds of such Series shall be payable, the date or dates on which and the year or years in which the Bonds of such Series shall mature and become payable, and the manner in which principal of and interest on the Bonds of such Series shall be payable.

Section 2.3 Forms and Denominations. The form of the Bonds of each Series shall be established by the provisions of this Fiscal Agent Agreement with respect to the Series 2025 Bonds or the Supplemental Fiscal Agent Agreement creating such Series. The Bonds of each Series shall be distinguished from the Bonds of other Series as may be determined by the officers of the City executing particular Bonds, as evidenced by their execution thereof.

The District may issue the Bonds of any Series (i) in such denominations as it specifies at the time of issuance thereof and (ii) in fully registered form without coupons or in fully registered book-entry form.

Section 2.4 Execution and Authentication. The Bonds shall be executed in the name and on behalf of the District by the Mayor and countersigned by the City Clerk. The signature of any of these officers on the Bonds may be facsimile or manual. Unless otherwise provided in any 584

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Supplemental Fiscal Agent Agreement, the Bonds shall then be delivered to the Fiscal Agent for authentication by it.

In case any of the officers who shall have signed or countersigned any of the Bonds shall cease to be such officer or officers of the City before the Bonds so signed or countersigned shall have been authenticated, or delivered by the Fiscal Agent, or issued by the District, such Bonds may nevertheless be authenticated, delivered, and issued and, upon such authentication, delivery, and issue, shall be as binding upon the District as though those who signed and countersigned the same had continued to be such officers of the City. Any Bond may be signed and attested on behalf of the District by such persons as at the actual date of execution such Bond shall be the proper officers of the City although at the nominal date of such Bond any such person shall not have been such officer of the City.

Except as may be provided in any Supplemental Fiscal Agent Agreement, no Bond shall be valid or obligatory for any purpose or entitled to the benefits of this Fiscal Agent Agreement unless there appears on such Bond a certificate of authentication substantially in the form provided for herein, manually executed by the Fiscal Agent. Such certificate of authentication when manually executed by the Fiscal Agent shall be conclusive evidence, and the only evidence, that such Bond has been duly executed, authenticated, and delivered hereunder.

Section 2.5 Registration, Transfer, and Exchange. The Fiscal Agent will keep or cause to be kept, at its Corporate Trust Office, a register (herein sometimes referred to as the “Bond Register”) in which, subject to such reasonable regulations as it may prescribe, the Fiscal Agent shall provide for the registration and transfer of Bonds. The Bond Register shall at all times be open to inspection during normal business hours by the District.

Upon surrender of a Bond for transfer at the Corporate Trust Office, the District shall execute and the Fiscal Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Bonds of the same Series, tenor, and maturity and for an equivalent aggregate principal amount.

Bonds of any Series may be exchanged for an equivalent aggregate principal amount of Bonds of other authorized denominations of the same Series, tenor, and maturity, upon surrender of the Bonds for exchange at the Corporate Trust Office. Upon surrender of Bonds for exchange, the District shall execute and the Fiscal Agent shall authenticate and deliver the Bonds that the Bondholder making the exchange is entitled to receive.

All Bonds surrendered upon any exchange or transfer provided for in this Fiscal Agent Agreement shall be promptly cancelled by the Fiscal Agent and thereafter disposed of as provided for in Section 2.9 (Cancellation).

All Bonds issued upon any transfer or exchange of Bonds shall be the valid obligations of the District, evidencing the same debt, and entitled to the same security and benefits under this Fiscal Agent Agreement, as the Bonds surrendered upon such transfer or exchange.

Every Bond presented or surrendered for transfer or exchange shall be accompanied by a written instrument of transfer, in a form approved in writing by the District, that is duly executed by the Owner or by his attorney duly authorized in writing. 585

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No service charge shall be made for any transfer or exchange of Bonds, but the Bondholder requesting such transfer or exchange shall pay any tax or other governmental charge required to be paid with respect to such transfer or exchange.

The Fiscal Agent shall not be required to transfer or exchange (i) Bonds of any Series during the period established by the Fiscal Agent for the selection of Bonds of such Series for redemption or (ii) any Bond that has been selected for redemption in whole or in part, except the unredeemed portion of such Bond selected for redemption in part, from and after the day that such Bond has been selected for redemption in whole or in part.

Section 2.6 Mutilated, Destroyed, Lost, or Stolen Bonds. If (i) any mutilated Bond is surrendered to the Fiscal Agent, or the Fiscal Agent receives evidence to its satisfaction of the destruction, loss, or theft of any Bond, and (ii) there is delivered to the Fiscal Agent such security or indemnity for the District and the Fiscal Agent as the Fiscal Agent may approve, then the District shall execute, and upon its request the Fiscal Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost, or stolen Bond, a new Bond of the same Series and of like tenor and principal amount, bearing a number not contemporaneously outstanding.

Upon the issuance of any new Bond under this Section, the District may require payment by the applicable Bond Owner of a sum sufficient to pay the cost of preparing such Bond, any tax or other governmental charge that may be imposed in relation thereto, and any other expenses connected therewith.

Every new Bond issued pursuant to this Section in lieu of any destroyed, lost, or stolen Bond shall constitute an original additional contractual obligation of the District, whether or not the destroyed, lost, or stolen Bond shall be at any time enforceable by anyone, and shall be entitled to all the security and benefits of this Fiscal Agent Agreement equally and ratably with all other Outstanding Bonds secured by this Fiscal Agent Agreement. Neither the District nor the Fiscal Agent shall be required to treat both the new Bond and the Bond it replaces as being Outstanding for the purpose of determining the principal amount of Bonds that may be issued hereunder, but both the new Bond and the Bond it replaces shall be treated as one and the same.

Section 2.7 Payment of Interest on Bonds; Interest Rights Preserved. Interest on any Bond of any Series that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Owner thereof as of the close of business on the Regular Record Date for such interest specified in the provisions of this Fiscal Agent Agreement.

Any interest on any Bond of any Series that is payable but is not punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the Owner on the relevant Regular Record Date. Such defaulted interest shall be paid to the Person in whose name the Bond is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Fiscal Agent. In the name and at the expense of the District, the Fiscal Agent shall cause notice of the payment of such defaulted interest and the Special Record Date to be mailed, first-class postage prepaid, to each Owner of a Bond of such Series at his address as it appears in the Bond Register not fewer than ten (10) days prior to such Special Record Date. 586

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Subject to the foregoing provisions of this Section, each Bond delivered under this Fiscal Agent Agreement upon transfer of or in exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and unpaid, and to accrue, that were carried by such other Bond. Each such Bond shall bear interest from such date that neither loss nor gain in interest shall result from such transfer, exchange, or substitution.

Section 2.8 Persons Deemed Owners. The District and the Fiscal Agent shall be entitled to treat the person in whose name any Bond is registered as the owner thereof for all purposes of the Fiscal Agent Agreement and any applicable laws, notwithstanding any notice to the contrary received by the Fiscal Agent or the District. The ownership of Bonds shall be proved by the Bond Register. The Fiscal Agent may establish a record date as of which to measure consent of the Bondowners in order to determine whether the requisite consents are received.

Section 2.9 Cancellation. All Bonds surrendered for payment, redemption, transfer, or exchange, if surrendered to the Fiscal Agent, shall be promptly cancelled by the Fiscal Agent and, if surrendered to any person other than the Fiscal Agent, shall be delivered to the Fiscal Agent and, if not already cancelled, shall be promptly cancelled by the Fiscal Agent.

The District shall deliver to the Fiscal Agent for cancellation any Bonds acquired in any manner by the District, and the Fiscal Agent shall promptly cancel such Bonds.

No Bond shall be authenticated in lieu of or in exchange for any Bond cancelled as provided in this Section, except as expressly provided by this Fiscal Agent Agreement. The Fiscal Agent shall destroy all cancelled Bonds and deliver a certificate of such destruction to the District.

Section 2.10 Book-Entry Provisions. Notwithstanding any provision of this Fiscal Agent Agreement to the contrary, if a Series of Bonds is issued in book-entry form the following provisions shall apply:
(A) Limitations on Transfer. Registered ownership of Bonds issued in bookentry form, or any portions thereof, may not be transferred except:
(1) To any successor of DTC or its nominee, or to any substitute depository designated pursuant to clause (2) of this subsection (“substitute depository”); provided that any successor of DTC or substitute depository shall be qualified under any applicable laws to provide the service proposed to be provided by it; (2) To any substitute depository not objected to by the Fiscal Agent, upon (a) the resignation of DTC or its successor (or any substitute depository or its successor) from its functions as depository, or (b) a determination by the District that DTC or its successor (or any substitute depository or its successor) is no longer able to carry out its functions as depository; provided that any such substitute depository shall be qualified under any applicable laws to provide the services proposed to be provided by it; or (3) To any person as provided below, upon (a) the resignation of DTC or its successor (or substitute depository or its successor) from its functions as depository if no substitute depository that is not objected to by the Fiscal Agent can be obtained, or (b) a determination by the District that it is in the best interests of the District to remove 587

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DTC or its successor (or any substitute depository or its successor) from its function as depository.
(B) Execution and Delivery of New Bonds. In the case of any transfer pursuant to clause (1) or clause (2) of subsection 2.10(A) (Book-Entry Provisions -- Limitations on Transfer) hereof, upon receipt of all Outstanding Bonds of such Series of book-entry Bonds by the Fiscal Agent, together with a Certificate of the District to the Fiscal Agent, a single new Bond for each maturity of such Series in the aggregate principal amount of the Bonds of such maturity then Outstanding shall be executed and delivered, registered in the name of such successor or such substitute depository, or their nominees, as the case may be, all as specified in such Certificate of the District. In the case of any transfer pursuant to clause (3) of subsection 2.10(A) (Book-Entry Provisions -- Limitations on Transfer) hereof, upon receipt of all Outstanding Bonds of such Series of book-entry Bonds by the Fiscal Agent together with a Certificate of the District to the Fiscal Agent, new Bonds of such Series shall be executed and delivered in such denominations and registered in the names of such persons as are requested in such Certificate of the District, subject to the limitations of Section 2.5 (Registration, Transfer, and Exchange) hereof; provided the Fiscal Agent shall not be required to deliver such new Bonds within a period less than 60 days from the date of receipt of such a Certificate of the District.
(C) Notation of Reduction of Principal. In the case of partial redemption, cancellation or a refunding of any Bonds evidencing all or a portion of the principal maturing in a particular year, DTC shall make an appropriate notation on the Bonds indicating the date and amounts of such reduction in principal, in form acceptable to the Fiscal Agent. (D) No Responsibility to Persons Other Than Owners. The District and the Fiscal Agent shall be entitled to treat the person in whose name any Bond is registered as the Owner thereof for all purposes of the Fiscal Agent Agreement and any applicable laws, notwithstanding any notice to the contrary received by the Fiscal Agent or the District; and the District and the Fiscal Agent shall have no responsibility for transmitting payments to, communication with, notifying, or otherwise dealing with any beneficial owners of the Bonds.

Neither the District nor the Fiscal Agent will have any responsibility or obligations, legal or otherwise, to the beneficial owners or to any other party including DTC or its successor (or substitute depository or its successor), except for the Owner of any Bond. (E) Payments to Depository. So long as all Outstanding Bonds of a Series are registered in the name of “Cede & Co.” or its registered assign, the District and the Fiscal Agent shall cooperate with “Cede & Co.,” as sole registered Owner, and its registered assigns in effecting payment of the principal, redemption premium, if any, and interest represented by the Bonds of such Series by arranging for payment in such manner that funds for such payments are properly identified and are made immediately available on the date they are due.

ARTICLE III
TERMS AND ISSUE OF SERIES 2025 BONDS
Section 3.1 Terms and Form of Series 2025 Bonds.
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(A) Form of Series 2025 Bonds. The form of the Series 2025 Bonds shall be substantially as set forth in Exhibit A with such insertions, omissions, substitutions, and variations as may be determined by the officers executing the same, as evidenced by their execution thereof, to reflect the applicable terms of the Series 2025 Bonds established by this Article. (B) Creation of Series 2025 Bonds. The District, pursuant to the IFD Law and this Fiscal Agent Agreement, hereby creates a series of Bonds and additionally designates them “Tax Increment Bonds, Series 2025” (the “Series 2025 Bonds”). At any time after the execution and delivery of this Fiscal Agent Agreement, the District may execute and the Fiscal Agent shall authenticate and deliver the Series 2025 Bonds in an aggregate principal amount of $[PRINCIPAL AMOUNT] upon the Order of the District.
(C) Book-Entry Form; Denominations. The Series 2025 Bonds shall be delivered in fully registered form, in denominations of $5,000 or any integral multiple thereof, and shall be initially registered in the name of “Cede & Co.,” as nominee of DTC. The Series 2025 Bonds shall be evidenced by one Series 2025 Bond maturing on each of the maturity dates set forth below in a denomination corresponding to the total principal amount represented by the Series 2025 Bonds payable on such date. Registered ownership of the Series 2025 Bonds, or any portion thereof, may not thereafter be transferred except as set forth in Section 2.10 (Book-Entry Provisions). The District in issuing the Bonds may use CUSIP numbers (if then generally in use), and, if so, the Fiscal Agent shall use CUSIP numbers in notices of redemption as a convenience to Bondholders; provided that neither the Fiscal Agent nor the District shall have liability for any defect in the CUSIP numbers as they appear on any Bond, notice or elsewhere, and, provided further that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Bonds or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Bonds, and any such redemption shall not be affected by any defect in or omission of such numbers. The District will promptly notify the Fiscal Agent in writing of any change in the CUSIP numbers. (D) Date; Interest Accrual; Maturity Dates; Interest Rates. The Series 2025 Bonds shall be dated their date of initial delivery, shall bear interest from their date at the following rates per annum, and shall mature on September 1 in the following years in the following principal amounts:

Maturity Date
(September 1)
Principal
Amount
Interest
Rate
*Term Bond
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Interest on the Series 2025 Bonds shall be calculated on the basis of a 360-day year comprising twelve 30-day months.
(E) Principal and Interest Payments. The principal or Redemption Price of the Series 2025 Bonds shall be payable to the Owner thereof upon surrender thereof in lawful money of the United States of America at the Corporate Trust Office or, as provided in Subsection 2.10(E) (Book-Entry Provisions -- Payments to Depository), by wire transfer on each principal and mandatory redemption payment date to “Cede & Co.” or its registered assign, as sole registered Owner. Interest on the Series 2025 Bonds shall be payable on [September 1, 2025], and thereafter semiannually on March 1 and September 1 of each year by check mailed by first class mail on each Interest Payment Date or, as provided in Subsection 2.10(E) (Book-Entry Provisions -- Payments to Depository) and upon the written request of any Owner of $1,000,000 or more in aggregate principal amount of Bonds who has provided the Fiscal Agent with wire transfer instructions on or before the applicable Regular Record Date, by wire transfer on each Interest Payment Date to the Owner thereof as of the close of business on the Regular Record Date. (F) Cessation of Interest Accrual. Interest on any Bond shall cease to accrue (i) on the maturity date thereof, provided that there has been irrevocably deposited with the Fiscal Agent an amount sufficient to pay the principal amount thereof, plus interest accrued thereon to such date; or (ii) on the redemption date thereof, provided there has been irrevocably deposited with the Fiscal Agent an amount sufficient to pay the Redemption Price thereof, plus interest accrued thereon to such date. In such event, the Owner of such Bond shall not be entitled to any other payment, and such Bond shall no longer be Outstanding and entitled to the benefits of this Fiscal Agent Agreement, except for the payment of the principal amount or Redemption Price, as appropriate, of such Bond.

Section 3.2 Redemption of Series 2025 Bonds.
(A) General Redemption Provisions. The Series 2025 Bonds shall be subject to redemption as provided in Article 5 herein and in this Section 3.2. (B) Optional Redemption. The Series 2025 Bonds maturing on or after [September 1, 20_____], are subject to redemption prior to their respective stated maturities, at the option of the District, from any source of available funds, as a whole or in part (by such maturities as may be specified by the District by lot within a maturity) on any date on or after [September 1, 20_____], at the following redemption prices (computed upon the principal amount of Series 2025 Bonds called for redemption), together with interest to the date fixed for redemption:

Redemption Period
(Both Dates Inclusive)
Redemption Price
(C) Mandatory Sinking Account Redemption; Term Bonds. The Series 2025 Bonds maturing on [September 1, 20_____] (the “20_____ Term Bonds”), [September 1, 20_____] (the “20_____ Term Bonds”), and [September 1, 20_____] (the “20_____ Term Bonds”), are subject to redemption prior to their respective stated maturities, at random, from amounts deposited in the 20_____ Term Bonds Sinking Account, the 20_____ Term Bonds 590

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Sinking Account, and the 20_____ Term Bonds Sinking Account, respectively, in the following amounts and on the following dates, at the principal amount thereof, without premium, together with interest to the date fixed for redemption:
20_____ Term Bonds
Mandatory Redemption
Dates
(September 1)
Principal
Amount
*Maturity
20_____ Term Bonds
Mandatory Redemption
Dates
(September 1)
Principal
Amount
*Maturity
20_____ Term Bonds
Mandatory Redemption
Dates
(September 1)
Principal
Amount
*Maturity
The amount of each such redemption shall be reduced proportionately in the event and to the extent of any and all optional redemptions of the Term Bonds, as set forth in a schedule produced by the District.

Section 3.3 Application of Proceeds of Series 2025 Bonds. The District shall cause the proceeds of the sale of the Series 2025 Bonds in the amount of $[_____________] (representing 100% of the aggregate principal amount, plus a net original issue [premium] of [$__________], and less an underwriter’s discount of [$__________]), to be set aside (and, when relevant, deposited in a temporary bond proceeds fund and then distributed) as follows:
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(A) deposit the amount of [$_________] into the Costs of Issuance Fund, created by Section 3.4 (Establishment and Application of Costs of Issuance Fund); (B) deposit the amount of [$__________] into the Project Fund, created by Section 3.5 (Establishment and Application of the Project Fund); and (C) deposit the amount of [$__________] into the Bond Reserve Fund established pursuant to Section 7.7 (Funding and Application of Bond Reserve Fund).

The Fiscal Agent may, in its discretion, establish a temporary fund or account (“Temporary Bond Proceeds Fund”) to facilitate the foregoing deposits and transfers following which the Temporary Bond Proceeds Fund shall be closed.

Section 3.4 Establishment and Application of Costs of Issuance Fund. The Fiscal Agent shall establish and maintain a separate fund designated as the “Costs of Issuance Fund.” With respect to each Series of Bonds for which proceeds of the sale thereof are required to be set aside specifically to pay Costs of Issuance, the Fiscal Agent shall maintain a separate account within the Costs of Issuance Fund designated as the “________ Costs of Issuance Account” (inserting therein the Series designation of such Bonds). The moneys in each Costs of Issuance Account shall be applied by the Fiscal Agent to pay or to reimburse the District and the City for the payment of the Costs of Issuance of the related Series of Bonds. Before any payment from the Costs of Issuance Fund shall be made, the District shall file or cause to be filed with the Fiscal Agent a Requisition of the District in the form of Exhibit B hereto executed by an Authorized Officer. At the end of four (4) months from the date of issuance of such Series of Bonds, or upon an earlier determination by the District or the City that amounts in such fund are no longer required for the payment of Costs of Issuance, the Fiscal Agent shall transfer any remaining amounts in such fund to the Tax Increment Fund.

Section 3.5 Establishment and Application of the Project Fund (A) Establishment of the Project Fund. The Fiscal Agent shall establish and maintain a separate fund designated as the “Project Fund.” With respect to each Series of Bonds that funds the payment of the costs of the Eligible Projects, the Fiscal Agent shall establish and maintain in the Project Fund a separate account designated as the “_______ Project Account” (inserting therein the Series designation of such Bonds). The District may use and withdraw moneys in the Project Fund to pay the costs of the Eligible Projects.
(B) Requisition of Amounts in the Project Fund. Before any payment from the Project Fund is made, the District shall file or cause to be filed with the Fiscal Agent a Requisition of the District in the form attached hereto as Exhibit C.
(C) Payments from the Project Fund. Upon receipt of a Requisition in the form attached hereto as Exhibit C, the Fiscal Agent shall pay the amount set forth in the Requisition as directed by the terms thereof out of the Project Fund. The Fiscal Agent shall not incur any liability for any disbursement from the Project Fund made in reliance upon any Requisition. (D) Transfer of Remaining Balance. When the District determines that all of the costs of the Eligible Projects have been paid, the District shall provide written notification of such 592

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determination to the Fiscal Agent and direct the Fiscal Agent to transfer any remaining balance in the Project Fund into the Tax Increment Fund and the Project Fund shall thereupon be closed.

Section 3.6 Validity of Series 2025 Bonds. The recital in the Series 2025 Bonds that they are issued pursuant to the IFD Law and statutes of the State shall be conclusive evidence of their validity and of compliance with provisions of IFD Law in their issuance.

ARTICLE IV

ISSUANCE AND DELIVERY OF ADDITIONAL SERIES OF BONDS
Section 4.1 Issuance of Parity Bonds. In addition to the Series 2025 Bonds, the District may issue or incur Parity Bonds in such principal amount as shall be determined by the District subject to the following specific conditions precedent:
(A) Upon the issuance of such Parity Bonds, there shall have occurred and be continuing no Event of Default (or other event which, once all notice and opportunity to cure have passed, would constitute an Event of Default) unless such default shall be cured upon such issuance.
(B) The Eligible Revenues in each Fiscal Year during the term of the Parity Bonds, based on the then current year Eligible Revenues, assuming no growth in assessed value, plus at the option of the District the Additional Eligible Revenues, as evidenced by a written report of an Independent Fiscal Consultant filed with the Fiscal Agent, shall be equal to [125%] of the Annual Debt Service on all Bonds in every Bond Year in which Bonds will be Outstanding. For purposes of this test, Annual Debt Service on any Bonds the proceeds of which have been deposited into an escrow fund meeting the requirements of paragraph (F) below will be excluded.

This subsection (B) shall not apply to the issuance of Parity Bonds issued for the purpose of refunding Bonds, if the Annual Debt Service on the refunding Parity Bonds will be less in each Bond Year than the Annual Debt Service on the Bonds being refunded. (C) The Supplemental Fiscal Agent Agreement providing for the issuance of such Parity Bonds shall provide that interest thereon shall not be payable on any dates other than March 1 and September 1, and principal thereof shall be payable on September 1 in any year in which principal is payable.
(D) The Supplemental Fiscal Agent Agreement providing for the issuance of such Parity Bonds shall (i) provide for the funding of the Bond Reserve Fund or a subaccount therein in an amount equal to the Bond Reserve Requirement for such Parity Bonds, (ii) designate accounts and subaccounts within the Interest Fund, the Principal Fund, and the Bond Reserve Fund, to be used in connection with such Parity Bonds; and (iii) set forth such other provisions that are appropriate or necessary and are not inconsistent with the provisions hereof. (E) The issuance of such Parity Bonds will not cause the District to exceed any applicable Plan Limitations.
(F) The proceeds of such Parity Bonds may be deposited into an escrow fund from which amounts may be released to the District to the extent the Eligible Revenues for the most recent Fiscal Year (as evidenced in the written records of the County) and Eligible Revenues 593

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in each succeeding Fiscal Year during the term of the Parity Bonds based on assessed value in the District for the then current fiscal year as evidenced in a written document from an appropriate official of the County, as projected by an Independent Fiscal Consultant taking into account all Plan Limitations and other factors which would cause a reduction in Eligible Revenues in any future Fiscal Year, at least equals [125]% of the Annual Debt Service coming due and payable in each Fiscal Year on all Bonds which will be Outstanding following the issuance of such Parity Bonds. When such proceeds are deposited into the escrow fund, to the extent necessary a deposit of such proceeds shall first be made to the Bond Reserve Fund to satisfy the Bond Reserve Requirement.
(G) The District shall deliver to the Fiscal Agent a Certificate of the District (which may be based in part on an opinion of Bond Counsel or other counsel to the District and in part on a Report of an Independent Fiscal Consultant) certifying that the conditions precedent to the issuance of such Parity Bonds set forth in the foregoing subsections (A) through (E) and, if applicable, subsection (F) of this Section 4.1 have been satisfied.

Section 4.2 Subordinate Debt. In addition to the Series 2025 Bonds and any Parity Bonds, from time to time the District may, subject to any Plan Limitations, issue or incur Subordinate Debt that is either:
(A) payable from, but not secured by a pledge of or lien upon, the Eligible Revenues; or
(B) secured by a pledge of or lien upon the Eligible Revenues which is expressly subordinate to the pledge or lien upon the Tax Increment Revenues under the Irrevocable Pledge and hereunder for the security for the Bonds.

Section 4.3 Refunding Bonds. Notwithstanding anything to the contrary herein, the District may at any time issue bonds payable from the proceeds of the Tax Increment Revenues and secured on a parity with the Outstanding Bonds for the purpose of refunding a portion of the Outstanding Bonds hereunder as provided in Section 53397.8 of the IFD Law (or any applicable successor provisions of the IFD Law).

ARTICLE V

REDEMPTION OF BONDS
Section 5.1 General Applicability of Article. Bonds of any Series that are redeemable before their respective stated maturities shall be redeemable in accordance with their terms and (except as otherwise provided with respect to the Bonds of any particular Series by the provisions of this Fiscal Agent Agreement creating such Series) in accordance with this Article.

Section 5.2 Notice to Fiscal Agent. In the case of any redemption of less than all the Outstanding Bonds of any Series either at the election of the District or from prepaid Tax Increment Revenues, the District shall, at least sixty (60) days prior to the date fixed for redemption (unless a shorter notice shall be satisfactory to the Fiscal Agent, in its sole discretion) notify the Fiscal Agent of such redemption date and of the principal amount of Bonds of each Series to be redeemed. 594

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Section 5.3 Selection by Fiscal Agent of Bonds to be Redeemed. If the District does not specify the amount of each Series to be redeemed, the Fiscal Agent shall prorate the amount of Bonds to be redeemed between all the Series in proportion to the amount of Bonds of each Series that are Outstanding. If the District does not specify the particular maturities of Bonds of a Series to be redeemed, Bonds of such Series shall be redeemed in inverse order of maturities.

If less than all the Outstanding Bonds of any maturity of a Series are to be redeemed, not more than forty-five (45) days prior to the redemption date the Fiscal Agent shall select the particular Bonds to be redeemed from the Outstanding Bonds of such Series and maturity that have not previously been called for redemption, in minimum denominations of $5,000, by lot or at random in any manner that the Fiscal Agent in its sole discretion shall deem appropriate and fair.

The Fiscal Agent shall promptly notify the District in writing of the Bonds so selected for redemption and, in the case of a Bond selected for partial redemption, the principal amount thereof to be redeemed.

For all purposes of this Fiscal Agent Agreement, unless the context otherwise requires, all provisions relating to the redemption of Bonds shall relate, in the case of any Bond redeemed or to be redeemed only in part, to the portion of the principal of such Bond that has been or is to be redeemed.

Section 5.4 Notice of Redemption.
(A) Mailed Notice. The Fiscal Agent shall mail notice of redemption, such notice being prepared at the cost and expense of the District, by first class mail, not fewer than thirty (30) nor more than sixty (60) days prior to the redemption date, to (i) the respective Owners of any Bonds designated for redemption at their addresses appearing on the Bond Register, (ii) the Securities Depository (if such Bonds are not then in book-entry form), and (iii) the Information Service. If a Series of Bonds is not then registered solely to a Securities Depository, the Fiscal Agent shall also give notice of redemption of Bonds of such Series to the Securities Depositories and the Information Service (at the same time it mails notice of redemption to the Owners) by registered or overnight mail, or by such other method as may be acceptable to such institutions.

Notice of redemption to the Securities Depository shall be given electronically to “[email protected]” or to such other address as the Securities Depository shall specify.
(B) Content of Notice. Each notice of redemption shall state (a) the date of such notice, (b) the Series designation and maturities of the Bonds to be redeemed, (c) the date of issue of the Series of Bonds, (d) the redemption date, (e) the Redemption Price, (f) the place or places of redemption (including the name and appropriate address or addresses of the Fiscal Agent), (g) the CUSIP number (if any) of the maturity or maturities, and (h) if less than all of any such maturity, the distinctive certificate numbers of the Bonds of such maturity to be redeemed and, in the case of Bonds to be redeemed in part only, the respective portions of the principal amount thereof to be redeemed. Each such notice shall also (a) state that on said date there will become due and payable on each of said Bonds the Redemption Price thereof or of said specified portion of the principal amount thereof in the case of a Bond to be redeemed in part only, together with interest accrued thereon to the date fixed for redemption, and (b) state that from and after such 595

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redemption date interest thereon shall cease to accrue, and (c) require that such Bonds be then surrendered at the address or addresses of the Fiscal Agent specified in the redemption notice.

Neither the District nor the Fiscal Agent shall have any responsibility for any defect in the CUSIP number that appears on any Bond or in any redemption notice with respect thereto, and any such redemption notice may contain a statement to the effect that CUSIP numbers have been assigned by an independent service for convenience of reference and that neither the District nor the Fiscal Agent shall be liable for any inaccuracy in such numbers. (C) Defects in Notice or Procedure. Failure by the Fiscal Agent to give notice to the Information Service or any one or more of the Securities Depositories or failure of any Owner to receive notice or any defect in any such notice shall not affect the sufficiency of the proceedings for redemption. A certificate by the Fiscal Agent that notice of redemption has been given as herein provided shall be conclusive as against all parties to whom such notice was given and no such party shall be entitled to show that he or she failed to receive notice of redemption.

Failure by the Fiscal Agent to mail notice to any one or more of the respective Owners of any Bonds designated for redemption shall not affect the sufficiency of the proceedings for redemption with respect to the Owner or Owners to whom such notice was mailed. (D) Conditional Notice of Redemption; Rescission of Redemption. The District may, at its option, specify in any notice of optional redemption that redemption is conditional upon the availability of money sufficient to pay the Redemption Price of all the Bonds that are to be redeemed on the date fixed for redemption. The District may, at its option, prior to the date fixed for optional redemption in any notice of redemption, rescind and cancel such notice of optional redemption by written notice to the Fiscal Agent at least one business day prior to the date fixed for redemption. Any notice of redemption will be cancelled and annulled if for any reason funds are not available on the date fixed for redemption for the payment in full of the Bonds then called for redemption, and such cancellation will not constitute a default under this Fiscal Agent Agreement. Neither the District nor the Fiscal Agent will have any liability to the Owners or any other party as a result of the District’s failure to redeem Bonds as a result of insufficient money.

Section 5.5 Deposit of Redemption Price. Prior to any redemption date, the District shall deposit with the Fiscal Agent an amount of money sufficient to pay the Redemption Price of all the Bonds that are to be redeemed on that date. Such money shall be held for the benefit of the persons entitled to such Redemption Price.

Section 5.6 Bonds Payable on Redemption Date. Notice of redemption having been duly given as aforesaid and moneys for payment of the Redemption Price of the Bonds so to be redeemed being held by the Fiscal Agent, on the redemption date designated in such notice (i) the Bonds so to be redeemed shall become due and payable at the Redemption Price specified in such notice, (ii) interest on such Bonds shall cease to accrue, (iii) such Bonds shall cease to be entitled to any benefit or security under this Fiscal Agent Agreement, and (iv) the Owners of such Bonds shall have no rights in respect thereof except to receive payment of the Redemption Price. Upon surrender of any such Bond for redemption in accordance with said notice, such Bond shall be paid by Fiscal Agent at the Redemption Price. Installments of interest due on or prior to the Redemption Date shall be payable to the Owners of the Bonds on the relevant Record Dates according to the terms of such Bonds and the provisions of Section 2.7 (Payment of Interest on Bonds; Interest Rights Preserved).
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Section 5.7 Bonds Redeemed in Part. Upon surrender of any Bond redeemed in part only, the District shall execute and the Fiscal Agent shall authenticate and deliver to the Owner thereof, at the expense of the District, a new Bond or Bonds of the same Series of authorized denominations, and of the same maturity, equal in aggregate principal amount to the unredeemed portion of the Bond surrendered.

ARTICLE VI

DEFEASANCE
Section 6.1 Discharge of Fiscal Agent Agreement.
(A) Payment of Bonds. Bonds of any Series may be paid by the District in any of the following ways:
(1) by paying or causing to be paid the principal of and interest on such Bonds, as and when the same become due and payable;
(2) by depositing with the Fiscal Agent, an escrow agent or other fiduciary, in trust, at or before maturity, money or securities which, together with the available amounts then on deposit in the funds and accounts established pursuant to this Fiscal Agent Agreement, are in the necessary amount (as provided in Section 6.3 (Deposit of Money or Securities with Fiscal Agent) in the written opinion or report of an Independent Accountant to pay or redeem such Bonds;
(3) by delivering such Bonds to the Fiscal Agent for cancellation; or (4) by purchasing such Bonds prior to maturity and tendering such Bonds to the Fiscal Agent for cancellation.
(B) Consequence of Payment of All Bonds Outstanding. If the District shall pay all Bonds Outstanding and also pay or cause to be paid all other sums payable hereunder by the District, then and in that case, at the election of the District, evidenced by a Certificate of the District filed with the Fiscal Agent signifying the intention of the District to discharge all such indebtedness and this Fiscal Agent Agreement, and notwithstanding that any Bonds shall not have been surrendered for payment, this Fiscal Agent Agreement, all covenants and agreements and other obligations of the District under this Fiscal Agent Agreement, and the rights and interests created hereby (except as to any surviving rights of transfer or exchange of Bonds as provided in Section 2.5 (Registration, Transfer, and Exchange) and rights to payment from moneys deposited with the Fiscal Agent as provided in Section 6.2 (Discharge of Liability on Bonds)) shall cease, terminate, become void, and be completely discharged and satisfied. Notwithstanding the satisfaction and discharge of this Fiscal Agent Agreement, the obligations to the Fiscal Agent under Section 10.7 (Compensation and Indemnification of Fiscal Agent) and the covenants of the District to preserve the exclusion of interest on the Bonds from gross income for federal income tax purposes contained in Section 8.10 (Federal Income Tax Covenants) shall survive. (C) Actions Upon Discharge. In such event, upon Request of the District, the Fiscal Agent shall cause a report for such period or periods as may be requested by the District to be prepared and filed with the District, at the cost and expense of the District, and shall execute 597

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and deliver to the District all such instruments as may be necessary or desirable to evidence such discharge and satisfaction, and the Fiscal Agent shall pay over, transfer, assign, or deliver to the District all moneys or securities or other property held by it pursuant to this Fiscal Agent Agreement that, as evidenced by a written verification report (upon which the Fiscal Agent may conclusively rely) from an Independent Accountant, or other firm acceptable to the District, are not required for the payment or redemption of Bonds not theretofore surrendered for such payment or redemption; subject to the provisions of Section 8.10 (Federal Income Tax Covenants) and the Tax Certificate with respect to moneys in the Rebate Fund. (D) Notice of Defeasance. If moneys or Defeasance Securities are deposited with and held by the Fiscal Agent, as hereinabove provided, the Fiscal Agent shall within thirty (30) Days after such money and Defeasance Securities shall have been deposited with it, mail a notice, prepared by and at the expense of the District, first class postage prepaid, to the Bondholders at the addresses listed on the registration books kept by the Fiscal Agent pursuant to Section 2.5 (Registration, Transfer, and Exchange), (a) setting forth the maturity or date fixed for prepayment, as the case may be, of the Bonds, (b) giving a description of the Defeasance Securities, if any, so held by it, and (c) stating that this Fiscal Agent Agreement has been discharged in accordance with the provisions of this Section.

Section 6.2 Discharge of Liability on Bonds. Upon the deposit with the Fiscal Agent, escrow agent or other agent, in trust, at or before maturity, of money or securities which, together with the available amounts then on deposit in the funds and accounts established pursuant to this Fiscal Agent Agreement, are in the necessary amount (as provided in Section 6.3 (Deposit of Money or Securities with Fiscal Agent)) to pay or redeem any Outstanding Bond (whether upon or prior to its maturity or the redemption date of such Bond), provided that, if such Bond is to be redeemed prior to maturity, notice of such redemption shall have been given as in Article 5 (Redemption of Bonds) provided or provision satisfactory to the Fiscal Agent shall have been made for the giving of such notice, then all liability of the District in respect of such Bond shall cease, terminate, and be completely discharged, except that thereafter (i) the Owner thereof shall be entitled to payment of the principal of and premium, if any, and interest on such Bond by the District and the District shall remain liable for such payment, but only out of such money or securities deposited with the Fiscal Agent as aforesaid for their payment, subject, however, to the provisions of Section 6.4 (Payment of Bonds After Discharge of Fiscal Agent Agreement) and (ii) the Owner thereof shall retain its rights of transfer or exchange of Bonds as provided in Section 2.5 (Registration, Transfer, and Exchange).

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

Section 6.3 Deposit of Money or Securities with Fiscal Agent. Whenever in this Fiscal Agent Agreement it is provided or permitted that there be deposited with or held in trust by the Fiscal Agent 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 Fiscal Agent in the funds and accounts established pursuant to this Fiscal Agent Agreement and shall be:
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(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 that are to be redeemed prior to maturity and in respect of which notice of such redemption shall have been given as in Article 5 (Redemption of Bonds) provided or provision shall have been made for the giving of such notice, the amount to be deposited or held shall be the principal amount or Redemption Price of such Bonds and all unpaid interest thereon to the redemption date; or
(b) Defeasance Securities the principal of and interest on which when due will, in the written opinion or report of an Independent Accountant delivered to the Fiscal Agent (upon which opinion the Fiscal Agent may conclusively rely), provide money sufficient to pay the principal or Redemption Price 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 or Redemption Price and interest become due, provided that, in the case of Bonds that are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as in Article 5 (Redemption of Bonds) provided or provision shall have been made for the giving of such notice;
provided, in each case, that the Fiscal Agent shall have been irrevocably instructed (by the terms of this Fiscal Agent Agreement or by Request of the District) to apply such money to the payment of such principal or Redemption Price and interest with respect to such Bonds.

Section 6.4 Payment of Bonds After Discharge of Fiscal Agent Agreement. Any moneys held by the Fiscal Agent in trust for the payment of the principal or Redemption Price of, or interest on, any Bonds and remaining unclaimed for two years after the principal of all of the Bonds has become due and payable (whether at maturity or upon call for redemption as provided in this Fiscal Agent Agreement), if such moneys were so held at such date, or two years after the date of deposit of such moneys if deposited after said date when all of the Bonds became due and payable, shall be repaid to the District free from the trusts created by this Fiscal Agent Agreement, and all liability of the Fiscal Agent with respect to such moneys shall thereupon cease; provided that the District has certified to the Fiscal Agent that the District has complied with the provisions of Sections 50050-50056 of the California Government Code.

ARTICLE VII

PAYMENT OF BONDS
Section 7.1 Liability of the District Limited to Tax Increment Revenues. (A) Notwithstanding anything in this Fiscal Agent Agreement or in the Bonds contained, the District shall not be required to advance any moneys derived from any source other than the Tax Increment Revenues and other assets pledged hereunder for any of the purposes mentioned in this Fiscal Agent Agreement, whether for the payment of the principal or Redemption Price of or interest on the Bonds or for any other purpose of this Fiscal Agent Agreement. 599

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(B) THE BONDS ARE NOT A DEBT OF THE CITY OF WEST

SACRAMENTO, THE COUNTY OF YOLO, THE STATE OF CALIFORNIA, OR ANY OF ITS

POLITICAL SUBDIVISIONS (OTHER THAN THE DISTRICT), AND NEITHER SAID CITY,

SAID COUNTY, SAID STATE, NOR ANY OF ITS POLITICAL SUBDIVISIONS (OTHER

THAN THE DISTRICT), IS LIABLE THEREON NOR IN ANY EVENT SHALL THE BONDS

BE PAYABLE OUT OF ANY FUNDS OR PROPERTIES OTHER THAN THE TAX INCREMENT REVENUES. THE BONDS DO NOT CONSTITUTE AN INDEBTEDNESS

WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMITATION.

Section 7.2 Deposit of Tax Increment Revenues. The District shall establish and maintain a separate fund designated as the “Tax Increment Fund.” The District agrees and covenants that, at each time that it receives Tax Increment Revenues from the City the District will promptly deposit the Tax Increment Revenues to into the Tax Increment Fund.

All Tax Increment Revenues received by the District during any Bond Year in excess of the amount required to be deposited in the Tax Increment Fund during such Bond Year pursuant to the preceding paragraph of this Section are surplus pursuant to Section 7.4(D) and shall be deposited in the Surplus Fund.

Section 7.3 Pledge of Tax Increment Revenues. Subject only to the provisions of this Fiscal Agent Agreement permitting the application thereof for the purposes and on the terms and conditions set forth herein, all of the Tax Increment Revenues, and all amounts (including proceeds of the Bonds) held by the District or the Fiscal Agent in any fund or account established hereunder (except for amounts held in the Rebate Fund) are hereby pledged to secure the payment of the principal of and interest on the Bonds in accordance with their terms and the provisions of this Fiscal Agent Agreement. This pledge shall constitute a first lien on the Tax Increment Revenues and amounts in such funds and shall be valid and binding from and after delivery by the Fiscal Agent of the Bonds, without any physical delivery thereof or further act. The Tax Increment Revenues are hereby pledged to the payment of Bonds without priority or distinction of one over the other and the Tax Increment Revenues constitute a trust fund for the security and payment of the interest on and principal of the Bonds; but nevertheless out of Tax Increment Revenues certain amounts may be applied for other purposes as provided herein. The pledge of Tax Increment Revenues herein made shall be irrevocable until all of the Bonds are no longer Outstanding.

Section 7.4 Allocation of Tax Increment Revenues. The District shall, on or before each Regular Record Date, transfer from the Tax Increment Fund to the Fiscal Agent and the Fiscal Agent shall deposit into the following respective accounts and funds (each of which accounts and funds are hereby created with the Fiscal Agent) in the following order of priority, the requirements of each such fund (including the making up of any deficiencies in any such fund resulting from lack of Tax Increment Revenues sufficient to make any earlier required deposit) at the time of deposit to be satisfied before any deposit is made to any fund subsequent in priority:
(A) Interest Fund. On or before each Interest Payment Date, the District shall transfer from the Tax Increment Fund to the Fiscal Agent and the Fiscal Agent shall deposit in the Interest Fund an amount equal to the aggregate amount of interest becoming due and payable on the Outstanding Bonds on the next succeeding Interest Payment Date (excluding any interest for 600

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which there are moneys deposited in the Interest Fund from the proceeds of any Series of Bonds or other source and reserved as capitalized interest to pay such interest on such Interest Payment Date). No deposit need be made into the Interest Fund if the amount contained therein is at least equal to the interest to become due and payable on the next succeeding Interest Payment Date (but excluding any moneys on deposit in the Interest Fund from the proceeds of any Series of Bonds or other source and reserved as capitalized interest to pay interest on any future Interest Payment Dates following such Interest Payment Date).
(B) Principal Fund; Sinking Accounts. On or before each Principal Payment Date, the District shall transfer from the Tax Increment Fund to the Fiscal Agent and the Fiscal Agent shall deposit in the Principal Fund an amount equal to (a) the aggregate amount of principal becoming due and payable on the Outstanding Serial Bonds of all Series on the next succeeding Principal Payment Date plus (b) the aggregate amount of the Mandatory Sinking Account Payments to be paid on the next succeeding Principal Payment Date into the respective Sinking Accounts for the Term Bonds of all Series for which Sinking Accounts have been created; provided that, if the District certifies to the Fiscal Agent that any principal payments shall be refunded on or prior to their respective due dates, no amounts need be set aside towards such principal to be so refunded.

No deposit need be made into the Principal Fund so long as there shall be in such fund (i) moneys sufficient to pay the principal of all Serial Bonds issued hereunder and then Outstanding and maturing by their terms within the next twelve months plus (ii) the aggregate of all Mandatory Sinking Account Payments required to be made in such twelve-month period, but less any amounts deposited into the Principal Fund during such twelve-month period and theretofore paid from the Principal Fund to redeem or purchase Term Bonds during such twelve-month period, and less any principal payments to be refunded on or prior to their respective due dates. At the beginning of each Fiscal Year and in any event not later than July 15 of each year, the District shall provide to the Fiscal Agent a Certificate of the District setting forth the principal payments for which deposits will not be necessary pursuant to the preceding sentence and the reason therefor. (C) Bond Reserve Fund. On or before each Interest Payment Date, the District shall transfer from the Tax Increment Fund to the Fiscal Agent and the Fiscal Agent shall deposit in the Bond Reserve Fund, except as otherwise provided in Section 7.7 (Funding and Application of Bond Reserve Fund), the amount required to restore the balance in the Bond Reserve Fund to an amount equal to the Bond Reserve Requirement. The Fiscal Agent shall promptly notify the District of any deficiencies in the Bond Reserve Fund. The Bond Reserve Fund may be maintained in the form of one or more separate sub-accounts which are established for the purpose of holding the proceeds of separate Series of Bonds in conformity with applicable provisions of the Tax Code. (D) Surplus. Once such amounts have been deposited in the Interest Fund, the Principal Fund, the Sinking Account and the Redemption Accounts and the Bond Reserve Fund in such Bond Year pursuant to this Section, the remaining amounts in the Tax Increment Fund in such Bond Year shall be deemed surplus may be returned to the City or, with the City’s express written permission, may be held by the District to be used for Administrative Expenses and any other authorized purpose under the Infrastructure Financing Plan and the EIFD Law. 601

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Section 7.5 Application of Interest Fund. All amounts in the Interest Fund shall be used and withdrawn by the Fiscal Agent solely for the purpose of paying interest on the Bonds as it shall become due and payable (including accrued interest on any Bonds purchased or redeemed prior to maturity pursuant to this Fiscal Agent Agreement).

Section 7.6 Application of Principal Fund; Sinking Accounts. (A) Application of Principal Fund. All amounts in the Principal Fund shall be used and withdrawn by the Fiscal Agent solely for the purpose of paying the principal of the Bonds when due and payable, except that all amounts in the Sinking Accounts shall be used and withdrawn by the Fiscal Agent solely to purchase or redeem or pay at maturity Term Bonds, as provided herein; and except that any amounts deposited in the Principal Fund for the payment of the Redemption Price on Bonds shall be used and withdrawn by the Fiscal Agent for the payment of such Redemption Price on the date fixed for the redemption of such Bonds. (B) Sinking Accounts. The Fiscal Agent shall establish and maintain within the Principal Fund a separate account for the Term Bonds of each Series and maturity, designated as the “ Sinking Account,” inserting therein the Series and maturity designation of such Bonds.

On the Business Day prior to any date upon which a Mandatory Sinking Account Payment is due, the Fiscal Agent shall transfer the amount of such Mandatory Sinking Account Payment from the Principal Fund to the applicable Sinking Account. With respect to each Sinking Account, on each Mandatory Sinking Account Payment date established for such Sinking Account, the Fiscal Agent shall apply the Mandatory Sinking Account Payment required on that date to the redemption (or payment at maturity, as the case may be) of Term Bonds of such Series and maturity for which such Sinking Account was established, upon the notice and in the manner provided in the Supplemental Fiscal Agent Agreement pursuant to which such Series of Bonds was created; provided that, at any time prior to giving such notice of such redemption, the Fiscal Agent shall, upon receipt of a Request of the District, apply moneys in such Sinking Account to the purchase of Term Bonds of such Series and maturity at public or private sale, as and when and at such prices (including brokerage and other charges, but excluding accrued interest, which is payable from the Interest Fund) as is directed by the District, except that the purchase price (excluding accrued interest) shall not exceed the principal amount thereof. If, during the twelve-month period immediately preceding said Mandatory Sinking Account Payment date, the Fiscal Agent has purchased Term Bonds of such Series and maturity with moneys in such Sinking Account, or, during said period and prior to giving said notice of redemption, the District has deposited Term Bonds of such Series and maturity with the Fiscal Agent, or Term Bonds of such Series and maturity were at any time purchased or redeemed by the Fiscal Agent from a source of funds allocable to said Mandatory Sinking Account Payment, such Term Bonds so purchased or deposited or redeemed shall be applied, to the extent of the full principal amount thereof, to reduce said Mandatory Sinking Account Payment.

Any amounts remaining in a Sinking Account when all of the Term Bonds for which such account was established are no longer Outstanding shall be withdrawn by the Fiscal Agent and transferred to the District for deposit into the Tax Increment Fund.

All Term Bonds purchased from a Sinking Account or deposited by the District with the Fiscal Agent in a twelve-month period ending July 31 shall be allocated first to the next succeeding 602

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Mandatory Sinking Account Payment for such Series and maturity of Term Bonds, then as a credit against such future Mandatory Sinking Account Payments for such Series and maturity of Term Bonds as may be specified in a Request of the District. All Term Bonds redeemed by the Fiscal Agent shall be credited to such future Mandatory Sinking Account Payments for such Series and maturity of Term Bonds as may be specified in a Request of the District.

Section 7.7 Funding and Application of Bond Reserve Fund. (A) Letter of Credit. In lieu of making the Bond Reserve Requirement deposit in compliance with Section 7.4 (Allocation of Tax Increment Revenues), or in replacement of moneys then on deposit in the Bond Reserve Fund (which shall be transferred by the Fiscal Agent to the District for deposit into the Tax Increment Fund), the District may deliver to the Fiscal Agent an irrevocable letter of credit certified by the District to be in compliance with this subsection.

Such irrevocable letter of credit shall be issued by a financial institution having unsecured debt obligations rated in one of the two highest Rating Categories of Moody’s and S&P, in an amount, together with moneys, Investment Securities, insurance policies, or surety bonds (as described in Section 7.7(B) (Insurance Policy)) on deposit in the Bond Reserve Fund, equal to the Bond Reserve Requirement. Such letter of credit shall have a term no less one (1) year or, if less, the maturity of the Series of Bonds in connection with which such letter of credit was obtained and shall provide by its terms that it may be drawn upon as provided in this Section. At least one month prior to the stated expiration of such letter of credit, the District shall either (i) deliver a replacement letter of credit, (ii) deliver an extension of the letter of credit for at least an additional year or, if less, the maturity of the Series of Bonds in connection with which such letter of credit was obtained, or (iii) deliver to the Fiscal Agent an insurance policy or surety bond satisfying the requirements of Section 7.7(B) (Insurance Policy). Upon delivery of such replacement letter of credit, extended letter of credit, insurance policy, or surety bond, the Fiscal Agent, at the written request of the District, shall deliver the then-effective letter of credit to or upon the order of the District. Alternatively, the District shall transfer from the Tax Increment Fund to the Fiscal Agent the amount needed to restore the amount on deposit in the Bond Reserve Fund to an amount equal to the Bond Reserve Requirement by no later than one month prior to the stated expiration date of the letter of credit. If an amount equal to the Bond Reserve Requirement as of the date following the expiration of the letter of credit is not on deposit in the Bond Reserve Fund one month prior to the expiration date of the letter of credit (excluding from such determination the letter of credit), the Fiscal Agent shall draw on the letter of credit to fund the deficiency resulting therefrom in the Bond Reserve Fund. The Fiscal Agent shall have no obligation or responsibility whatsoever to evaluate or determine the sufficiency of any of the documents (including, without limitation, any letter of credit, replacement letter of credit, extended letter of credit, insurance policy or surety bond) provided under this Section 7.7(A) (Letter of Credit). (B) Insurance Policy. In lieu of making the Bond Reserve Requirement deposit in compliance with Section 7.4 (Allocation of Tax Increment Revenues), or in replacement of moneys then on deposit in the Bond Reserve Fund (which shall be transferred by the Fiscal Agent to the District for deposit into the Tax Increment Fund), the District may also deliver to the Fiscal Agent an insurance policy or surety bond certified in writing by the District to be in compliance with this Section 7.7 (B) (Insurance Policy). Such insurance policy or surety bond shall secure an amount, together with moneys, Investment Securities or letters of credit on deposit in the Bond Reserve Fund, no less than the Bond Reserve Requirement issued by an insurance company whose 603

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unsecured debt obligations (or for which obligations secured by such insurance company’s insurance policies or surety bonds) are rated at the time of delivery of the policy in one of the two highest Rating Categories of Moody’s and S&P. Such insurance policy or surety bond shall have a term of no less than the maturity of the Series of Bonds in connection with which such insurance policy or surety bond was obtained. In the event that such insurance policy or surety bond for any reason lapses or expires, the District shall immediately implement (i) or (iii) of the third sentence of the preceding paragraph or make the required deposits to the Bond Reserve Fund. The Fiscal Agent shall have no obligation or responsibility whatsoever to evaluate or determine the sufficiency of any of the documents (including, without limitation, the insurance policy or surety bond) provided under this Section 7.7(B) (Insurance Policy). (C) Application of Bond Reserve Fund.
(1) Payment of Debt Service Deficiencies. All amounts in the Bond Reserve Fund (including all amounts that may be obtained from letters of credit, insurance policies, and surety bonds on deposit in the Bond Reserve Fund) shall be used and withdrawn by the Fiscal Agent, as hereinafter provided, solely for the purpose of making up any deficiency in the Interest Fund or the Principal Fund as of any Interest Payment Date or Principal Payment Date, as applicable. The portion of the Bond Reserve Fund held in cash or Investment Securities may be used (together with any other moneys available therefor) for the payment or redemption of all Bonds then Outstanding; such portion may also be used for the redemption of or the payment of the final principal and interest payment of a Series of Bonds if, following such redemption or payment, the amounts in the Bond Reserve Fund (including the amounts that may be obtained from letters of credit, insurance policies, and surety bonds on deposit therein) will equal the Bond Reserve Requirement.

The Fiscal Agent shall first draw on the portion of the Bond Reserve Fund held in cash or Investment Securities and then, on a pro rata basis with respect to the portion of the Bond Reserve Fund held in the form of letters of credit, insurance policies, and surety bonds (calculated by reference to the maximum amounts of such letters of credit, insurance policies, and surety bonds), draw on each letter of credit and collect under each insurance policy or surety bond issued with respect to the Bond Reserve Fund, in a timely manner and pursuant to the terms of such letter of credit, insurance policy, or surety bond to the extent necessary in order to obtain sufficient funds on or prior to the date such funds are needed to pay the principal of, Mandatory Sinking Account Payments with respect to, and interest on the Bonds when due.
(2) Repayment of Amounts Recovered as Preferences in Bankruptcy. If the Fiscal Agent has written notice that any payment of principal of or interest on a Bond has been recovered from a Bondowner pursuant to the United States Bankruptcy Code by a trustee in bankruptcy in accordance with the final, nonappealable order of a court having competent jurisdiction, the Fiscal Agent, pursuant to and provided that the terms of the letter of credit, insurance policy, or surety bond if any, securing the Bonds so provide, shall so notify the District thereof and draw on such letter of credit or collect under such insurance policy or surety bond to the lesser of the extent required or the maximum amount of such letter of credit, insurance policy, or surety bond in order to pay to such Bondowners the principal and interest so recovered. If and to the extent that the Bond Reserve Requirement is satisfied by a deposit of cash or Investment Securities and one or more 604

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letters of credit, insurance policies, or surety bonds (or any combination thereof), the Fiscal Agent shall first draw on the portion of the Bond Reserve Fund held in cash or Investment Securities and then make drawings under such letters of credit, insurance policies, or surety bonds shall be made on a pro rata basis (calculated by reference to the maximum amounts of such letters of credit, insurance policies, and surety bonds). The District shall reimburse draws upon any letter of credit, insurance policy, or surety bond that satisfies the Bond Reserve Requirement in whole or in part in accordance with the terms of this Agreement and any insurance agreement or reimbursement agreement between the District and the provider of such security instruments. Any such reimbursement shall only be made from Tax Increment Revenues.
(3) Reimbursement of Draws on Letters of Credit and Insurance Policies. If a drawing is made on a letter of credit, insurance policy, or surety bond, the Fiscal Agent shall use amounts deposited in the Bond Reserve Fund by the District following such draw first to make the payments required by the terms of the letter of credit, insurance policy, surety bond, or related reimbursement or loan agreement so that the letter of credit, insurance policy, or surety bond shall ( absent the delivery to the Fiscal Agent of a substitute letter of credit, insurance policy, or surety bond satisfying the requirements of this Section or the deposit in the Bond Reserve Fund of an amount sufficient to increase the balance in the Bond Reserve Fund to the Bond Reserve Requirement) be reinstated in the amount of such drawing within one year of the date of such drawing. After such reinstatement, the Fiscal Agent shall use amounts deposited in the Bond Reserve Fund by the District for the replenishment of the portion of Bond Reserve Fund held in cash or Investment Securities.
(4) Surplus Amounts. The Fiscal Agent shall transfer any amounts in the Bond Reserve Fund in excess of the Bond Reserve Requirement on March 1 and September 1 of each year, in accordance with instructions from the District, either to the District for deposit into the Tax Increment Fund or to the Rebate Fund; provided that such amounts shall be transferred only from the portion of the Bond Reserve Fund held in the form of cash or Investment Securities.

Section 7.8 Rebate Fund. The Fiscal Agent shall, when required, establish and maintain a fund designated as the “Rebate Fund” separate from any other fund held by the Fiscal Agent. The Fiscal Agent shall deposit moneys into and disburse moneys from the Rebate Fund pursuant to written instructions from the District. The Fiscal Agent shall be deemed conclusively to have complied with the provisions of this Section and the Tax Certificate if it follows the instructions of the District, including to supply all necessary information in the manner specified in the Tax Certificate. The Fiscal Agent may rely conclusively upon the District’s determinations, calculations and certifications required by this Section. The Fiscal Agent shall have no responsibility to independently make any calculation or determination or to review the District’s calculations hereunder. In the absence of written instructions from the District, the Fiscal Agent shall not be required to take any action with respect to the Rebate Fund or the Tax Certificate and shall have no liability or responsibility to enforce compliance by the District with the terms of the Tax Certificate.
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Section 7.9 Investment of Moneys in Funds and Accounts. All moneys in any of the funds and accounts held by the Fiscal Agent or the District and established pursuant to this Fiscal Agent Agreement shall be invested solely as directed by the District, solely in Investment Securities. All Investment Securities shall, as directed by the District in writing, be acquired subject to the limitations set forth in Section 8.10 (Federal Income Tax Covenants), the limitations as to maturities hereinafter in this Section set forth and such additional limitations or requirements consistent with the foregoing as may be established by Request of the District and not inconsistent with the duties of the Fiscal Agent hereunder. In the absence of any written direction from the District, the Fiscal Agent shall invest, to the extent reasonably practicable any such moneys in item (a) of the second sentence in the definition of Investment Securities, which by their terms mature prior to the date on which such moneys are required to be paid out hereunder and otherwise hold such amounts uninvested; provided, however, that any such investment shall be made by the Fiscal Agent only if, prior to the date on which such investment is to be made, it shall have received a written direction specifying a specific money market mutual fund and, if no such written direction is so received, the Fiscal Agent shall hold such moneys uninvested.

Moneys in the Bond Reserve Fund shall be invested in Investment Securities maturing or available on demand within ten years of the date of such investment. Moneys in the remaining funds and accounts shall be invested in Investment Securities maturing or available on demand not later than the date on which it is estimated that such moneys will be required by the Fiscal Agent.

Unless otherwise provided in a Supplemental Fiscal Agent Agreement all interest, profits, and other income received from the investment of moneys in: (1) the Rebate Fund shall be deposited in the Rebate Fund, except as otherwise directed by the District in accordance with Section 8.10 (Federal Income Tax Covenants); (2) the Costs of Issuance Fund shall be deposited (or, with respect to any of these accounts or funds held by the Fiscal Agent, transferred by the Fiscal Agent) when received to the District for deposit into the Tax Increment Fund, and (3) all other funds and accounts shall be deposited therein. Notwithstanding anything to the contrary contained in this paragraph, an amount of interest received with respect to any Investment Security equal to the amount of accrued interest, if any, paid as part of the purchase price of such Investment Security shall be credited to the fund or account from which such accrued interest was paid net of any excess paid to the District pursuant to section 7.7(C)(4) (Funding and Application of Bond Reserve Fund – Application of Bond Reserve Fund – Surplus) hereunder.

All Investment Securities credited to the Bond Reserve Fund shall be valued as of March 1 and September 1 of each year at their market value determined to the extent practical by a quotation service selected by the Fiscal Agent in its sole and absolute discretion, including those available through its regular accounting system.

The Fiscal Agent may commingle any of the funds or accounts established by the Fiscal Agent pursuant to this Fiscal Agent Agreement into a separate fund or funds for investment purposes only, provided that all funds or accounts held by the Fiscal Agent hereunder shall be accounted for separately as required by this Fiscal Agent Agreement.

The Fiscal Agent or any of its affiliates may act as principal or agent in the making or disposing of any investment made by the Fiscal Agent hereunder and, with the prior written consent of the District, may impose its customary charge therefor. The Fiscal Agent may sell, or 606

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present for redemption, any Investment Securities so purchased whenever it shall be necessary to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the fund or account to which such Investment Security is credited, and the Fiscal Agent shall not be liable or responsible for any loss, fee, tax, or other charge incurred in connection with or resulting from such investment, reinvestment, or liquidation of an investment. The District acknowledges that, to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grants the District the right to receive brokerage confirmations of security transactions as they occur, the District specifically waives receipt of such confirmations to the extent permitted by law.

The Fiscal Agent will furnish the District with periodic cash transaction statements that shall include detail for all investment transactions made by the Fiscal Agent hereunder. The Fiscal Agent shall not be required to determine the legality of any investments. The Fiscal Agent may make any investments hereunder through its own bond or investment department or trust investment department or those of its parent or any affiliate. Upon the District’s election, such statements will be delivered via the Fiscal Agent’s online service and upon electing such service, paper statements will be provided only upon request. The District understands that trade confirmation for securities transactions effected by the Fiscal Agent will be available upon request and at no additional cost and other trade confirmations may be obtained from the applicable broker.

The Fiscal Agent shall keep proper books of record and accounts containing correct entries of all transactions made by it relating to the receipt, investment, disbursement, allocation and application of the moneys related to the Bonds, including moneys derived from, pledged to, or to be used to make payments on the Bonds. Such records shall specify the account or fund to which each investment (or portion thereof) held by the Fiscal Agent is to be allocated and shall set forth, in the case of each investment security, (a) its purchase price, (b) identifying information, including par amount, coupon rate, and payment dates, (c) the amount received at maturity or its sale price, as the case may be, including accrued interest, (d) the amounts and dates of any payments made with respect thereto, and (e) the dates of acquisition and disposition or maturity.

The Fiscal Agent shall also provide to the District, in accordance with a Request of the District, with respect to each Investment Security transaction effected by the Fiscal Agent such documentation as is reasonably available to the Fiscal Agent and is required by the Code or other applicable law to be obtained by the District as evidence to establish that all investments have been acquired and disposed of on an established market in arm’s-length transactions at a price equal to their fair market value and with no amounts have been paid to reduce the yield on the investments, or shall be United States Treasury Obligations-State and Local Government Series as set forth in the Tax Certificate.

Section 7.10 Funds and Accounts. Any fund required by this Fiscal Agent Agreement to be established and maintained by the Fiscal Agent may be established and maintained in the accounting records of the Fiscal Agent 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 shall at all times be maintained in accordance with customary standards of the corporate trust industry, to the extent practicable, and with due regard for the protection of the security of the Bonds and the rights of every Owner thereof.
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Section 7.11 Money Held for Particular Bonds. The money held by the Fiscal Agent for the payment of the interest, principal or Redemption Price 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 by it uninvested for the Owners of the Bonds entitled thereto, subject, however, to the provisions of Section 6.4 (Payment of Bonds After Discharge of Fiscal Agent Agreement).

ARTICLE VIII

COVENANTS OF THE DISTRICT
Section 8.1 Power to Issue Bonds and Make Pledge. The District is duly authorized pursuant to the IFD Law to issue the Bonds, to enter into this Fiscal Agent Agreement and to pledge the Tax Increment Revenues and other assets purported to be pledged under this Fiscal Agent Agreement in the manner and to the extent provided in this Fiscal Agent Agreement. The Bonds and the provisions of this Fiscal Agent Agreement are and will be the valid and binding limited obligations of the District in accordance with their terms.

Section 8.2 Limitations on Additional Indebtedness. The District shall not create any pledge, lien or charge upon any of the Tax Increment Revenues or other amounts pledged hereunder having priority over or having parity with the lien of the Bonds while any of the Bonds are Outstanding, except only as permitted in Section 4.1 (Issuance of Parity Bonds) Section 4.2 (Subordinate Debt) and Section 4.3 (Refunding Bonds).

Section 8.3 Enforcement of Irrevocable Pledge. The District hereby covenants to take such actions within its power as may be reasonable and necessary to compel the City to comply with the Irrevocable Pledge and pay to the District the Eligible Revenues in the amounts and at the times provided in the Irrevocable Pledge as permitted under the IFD Law.

Section 8.4 Punctual Payment and Performance. The District will punctually pay or cause to be paid the principal or Redemption Price and interest to become due in respect of all the Bonds, in strict conformity with the terms of the Bonds and of this Fiscal Agent Agreement, according to the true intent and meaning thereof, and shall punctually pay or cause to be paid all Mandatory Sinking Account Payments, but in each case only out of Tax Increment Revenues as provided in this Fiscal Agent Agreement. The District will faithfully observe and perform all of the conditions, covenants, and terms contained herein and in the Bonds required to be observed and performed by it.

Section 8.5 Extension of Payment of Bonds. The District will 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 or claims for interest by any 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 Fiscal Agent Agreement, except subject to the prior payment in full of the principal of all of the Bonds then Outstanding and of all claims for interest thereon that shall not have been so extended. Nothing in this Section shall be deemed to limit the right of the District 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 Bonds.
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Section 8.6 Compliance With Plan Limitations. The District hereby covenants that it shall not issue any bonds, notes or other obligations, enter into any agreement or otherwise incur any indebtedness, which is in any case payable from all or any part of the Tax Increment Revenues, excepting only the Series 2025 Bonds, any Parity Bonds, any Subordinate Debt, and any obligations entered into pursuant to Section 8.14 (Maintenance of Tax Increment Revenues). The District shall take no action, including but not limited to the issuance of its bonds, notes or other obligations, which causes or which, with the passage of time would cause, any of the Plan Limitations to be exceeded or violated. The District shall manage its fiscal affairs in a manner which ensures that it will have sufficient Eligible Revenues available under the Plan Limitation described in clause (a) of the definition thereof (the “Increment Limit”) in the amounts and at the times required to enable the Fiscal Agent to pay the principal of and interest and premium (if any) on the Bonds when due. The District hereby agrees that the aggregate amount of Annual Debt Service remaining to be paid on all outstanding Bonds payable from Tax Increment Revenues shall at no time exceed 95% of the aggregate amount of Eligible Revenues which the District is permitted to receive under the Increment Limit. In the event that the aggregate amount of such Annual Debt Service at any time equals or exceeds 95% of Eligible Revenues which the District is permitted to receive under the Increment Limit, the District shall transfer to the Fiscal Agent all Tax Increment Revenues thereafter received for deposit by the Fiscal Agent into the Interest Fund and Principal Fund to be applied for the sole purpose of paying the principal of and interest on the Bonds (including redemption thereof pursuant to this Fiscal Agent Agreement and any Supplemental Fiscal Agent Agreement, as applicable), notwithstanding anything herein to the contrary, and not later than July 1 of each succeeding Fiscal Year, the District shall cause to be prepared an accounting which shows the aggregate amount of Annual Debt Service remaining to be paid on all outstanding Bonds payable from Tax Increment Revenues, and the amount of Eligible Revenues which the District is permitted to receive under the Increment Limit and has not yet received.

Section 8.7 Preservation of Rights of Owners. The District, subject to the provisions of this Fiscal Agent Agreement, shall at all times, to the extent permitted by law, defend, preserve, and protect the pledge of Tax Increment Revenues and other assets and all the rights of the Bondholders under this Fiscal Agent Agreement against all claims and demands of all persons whomsoever.

Section 8.8 Waiver of Laws. The District will 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 Fiscal Agent Agreement or in the Bonds, and all benefit or advantage of any such law or laws is hereby expressly waived by the District to the extent permitted by law.

Section 8.9 Federal Income Tax Covenants. The District shall at all times do and perform all acts and things permitted by law and this Fiscal Agent Agreement that are necessary and desirable in order to assure that interest paid on the Bonds will be excluded from gross income for federal income tax purposes and shall take no action that would result in such interest not being so excluded; provided that, prior to the issuance of any Series of Bonds, the District may exclude the application of the covenants contained in this Section to such Series of Bonds. Without limiting the generality of the foregoing, the District agrees to comply with the provisions of the Tax Certificate. This covenant shall survive the defeasance or payment in full of the Bonds. 609

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Section 8.10 Accounting for Tax Increment Revenues. The District will at all times keep, or cause to be kept, proper books of record and account, prepared in accordance with generally accepted accounting principles, in which complete and accurate entries shall be made of all transactions relating to the Tax Increment Revenues. Such books of record and accounts shall at all times during business hours be subject to the Owners of not less than ten percent (10%) in aggregate principal amount of the Bonds then Outstanding, or their representatives authorized in writing.

Section 8.11 RESERVED.

Section 8.12 Continuing Disclosure. The District will comply with and carry out all of the provisions of its Continuing Disclosure Certificate, as originally executed and as may be amended from time to time in accordance with the terms thereof. Notwithstanding any other provision hereof, neither failure of the District to comply with its Continuing Disclosure Certificate nor failure of a property owner to comply with its continuing disclosure undertaking shall be considered a default hereunder; provided that any Owner may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the District to comply with its obligations under this section.

Section 8.13 Further Assurances. The District will adopt, make, execute and deliver any and all such resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Fiscal Agent Agreement and the Irrevocable Pledge for the better assuring and confirming unto the Owners of the Bonds of the rights and benefits provided in this Fiscal Agent Agreement.

Section 8.14 Maintenance of Tax Increment Revenues. The District shall comply with all requirements of the IFD Law and the Infrastructure Financing Plan to insure the allocation and payment of the Tax Increment Revenues pursuant to the Irrevocable Pledge. The District will not amend the Infrastructure Financing Plan in any manner which is likely to have the effect of reducing the amount of Eligible Revenues unless the District first obtains the report of an Independent Fiscal Consultant stating that, as of the effective date of such amendment, with respect to all Outstanding Bonds, the conditions precedent to the issuance of Parity Bonds set forth in Section 4.1 (Issuance of Parity Bonds) would be met. The District will not enter into any agreement with the City, the County, or any other governmental entity, which would have the effect of reducing the amount of Eligible Revenues, unless the requirements of this Section are met (treating such agreement or amendment as if it were an amendment to the Infrastructure Financing Plan); provided that nothing in this Section shall prevent the District from issuing or incurring Subordinate Debt.

The District shall use the proceeds of the Bonds so as to ensure that the Tax Increment Revenues may be used under the IFD Law for the purposes set forth herein. The covenant set forth in the first sentence of this paragraph is of a special and unique kind and character, and there would not be an adequate remedy at law for a breach of such covenant. Therefore, the District agrees that the covenant may be enforced by an action for specific performance and such other equitable relief as is provided by the laws of the State of California. In pursuing specific performance of such covenant, the party seeking to enforce such covenant shall be entitled to petition the court for injunctive relief, including, but not limited to, an order of the court restraining any use of the proceeds of the Bonds that is inconsistent with such covenant. 610

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ARTICLE IX

EVENTS OF DEFAULT AND REMEDIES OF BONDHOLDERS
Section 9.1 Events of Default. The following events shall be Events of Default:
(A) Principal Payment Default. Default in the due and punctual payment of the principal or Redemption Price of any Bond when and as the same shall become due and payable, whether at maturity as therein expressed, by proceedings for redemption, by declaration or otherwise, or default in the redemption from any Sinking Account of any Bonds in the amounts and at the times provided therefor;
(B) Interest Payment Default. Default in the due and punctual payment of any installment of interest on any Bond when and as such interest installment shall become due and payable; and
(C) Other Covenant Default. If the District shall fail to observe or perform any covenant, condition, agreement or provision in this Fiscal Agent Agreement on its part to be observed or performed, other than as referred to in subsection (A) or (B) of this Section or in Section 8.12 (Continuing Disclosure), for a period of sixty (60) days after written notice, specifying such failure and requesting that it be remedied, has been given to the District and the Fiscal Agent; except that, if such failure can be remedied but not within such sixty (60) day period and if the District has taken all action reasonably possible to remedy such failure within such sixty (60) day period, such failure shall not become an Event of Default for so long as the District shall diligently proceed to remedy same.
(D) Bankruptcy. If the District shall commence a voluntary case under Title 11 of the United States Code or any substitute or successor statute.

If an Event of Default has occurred and is continuing the Fiscal Agent may, and shall at the direction of the Owners of a majority in aggregate principal amount of all the Bonds then Outstanding exercise any remedies available to the Fiscal Agent and the Owners in law or at equity, including suit for specific performance or mandamus.

Immediately upon receiving notice or actual knowledge of the occurrence of an Event of Default, the Fiscal Agent shall give notice of such Event of Default to the City and the District confirmed in writing. With respect to any Event of Default described in subsections (A), (B) or (D) above the Fiscal Agent shall, and with respect to any Event of Default described in subsection (C) above the Fiscal Agent in its sole discretion may, also give such notice to the Owners by mail.

Section 9.2 Remedies of Bondholders. Upon the occurrence and continuance of an Event of Default, any Owner shall have the right for the equal benefit and protection of all Owners similarly situated:
(A) by mandamus or other action, suit, or proceeding at law or in equity to enforce the Owners’ rights against the District or any of the officers or employees of the City, and to compel the City Council or the District or any such officers or employees to perform and carry 611

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out their duties under the IFD Law and the agreements and covenants with the Owners contained herein and in the Bonds;
(B) by suit in equity to enjoin any acts or things that are unlawful or violate the rights of the Owners; or
(C) by suit in equity upon the nonpayment of the Bonds to require the District or the City or its officers and employees to account as if they were the trustees of an express trust with regard to any of the Tax Increment Revenues and any amounts held in any of the funds and accounts under this Fiscal Agent Agreement.

Section 9.3 Application of Money Collected. If an Event of Default shall occur and be continuing, the Fiscal Agent shall apply all funds then held or thereafter received by the Fiscal Agent under any of the provisions of this Fiscal Agent Agreement (except as otherwise provided in this Fiscal Agent Agreement) as follows and in the following order:

First: To the payment of reasonable fees and expenses of the Fiscal Agent (including reasonable fees and disbursements of its counsel and other agents) incurred in and about the performance of its duties under this Fiscal Agent Agreement; Second: To the payment of 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; Third: To the payment of the persons entitled thereto of the unpaid principal of any Bonds that shall have become due, whether at maturity or by call for redemption, in the order of their due dates, with interest on the overdue principal at the rate borne by the respective Bonds, and, if the amount available shall not be sufficient to pay in full all the Bonds due on any date, 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; and
Fourth: To the Bond Reserve Fund, to restore the balance thereof to the amount of the Reserve Requirement.

Section 9.4 Restoration of Positions. In case any proceedings taken by any one or more Bondholders on account of any Event of Default shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Bondholders, then in every such case the District and the Bondholders, 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 District and the Bondholders shall continue as though no such proceedings had been taken.

Section 9.5 Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Owners of the Bonds is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in 612

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addition to every other right or remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 9.6 Delay or Omission Not Waiver. No delay or omission of any Owner of the Bonds to exercise any right or remedy accruing upon an Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein.

Every right and remedy given by this Fiscal Agent Agreement or by law to the Owners of the Bonds may be exercised from time to time, and as often as may be deemed expedient, by the Owners.

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

Section 9.7 Termination of Proceedings. In case any proceedings taken by the Fiscal Agent 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 Fiscal Agent, or the Bond Owners, then in every such case the District, the Fiscal Agent 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 District, the Fiscal Agent and the Bond Owners shall continue as though no such proceedings had been taken.

Section 9.8 Actions by Fiscal Agent as Attorney-in-Fact. Any suit, action or proceeding which any Owner shall have the right to bring to enforce any right or remedy hereunder may be brought by the Fiscal Agent for the equal benefit and protection of all Owners similarly situated and the Fiscal Agent is hereby appointed (and the successive respective Owners by talking and holding the Bonds shall be conclusively deemed so to have appointed it) the true and lawful attorney-in-fact of the respective Owners for the purpose of bringing any such suit, action or proceeding and to do and perform any and all acts and things for and on behalf of the respective Owners as a class or classes, as may be necessary or advisable in the opinion of the Fiscal Agent as such attorney-in-fact, subject to the provisions of Article X (The Fiscal Agent).

Section 9.9 Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Owners is intended to be exclusive of any other remedy. Every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing, at law or in equity or by statute or otherwise, and may be exercised without exhausting and without regard to any other remedy conferred by the IFD Law or any other law. 613

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ARTICLE X

THE FISCAL AGENT
Section 10.1 Appointment of Fiscal Agent. U.S. Bank Trust Company, National Association is hereby appointed as Fiscal Agent, paying agent, bond registrar, and authenticating agent for the Bonds under this Fiscal Agent Agreement and hereby accepts the duties imposed upon it as Fiscal Agent hereunder and to perform all the functions and duties of the Fiscal Agent hereunder, subject to the terms and conditions set forth in this Fiscal Agent Agreement.

Section 10.2 Certain Duties and Responsibilities.
(A) Duties Limited to Those Specified. The Fiscal Agent undertakes to perform such duties and only such duties as are specifically set forth in this Fiscal Agent Agreement and no implied covenants shall be read into this Fiscal Agent Agreement against the Fiscal Agent. (B) Reliance on Documents. In the absence of bad faith on its part the Fiscal Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Fiscal Agent and conforming to the requirements of this Fiscal Agent Agreement; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Fiscal Agent, the Fiscal Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of the Fiscal Agent Agreement. (C) Immunities of Fiscal Agent. No provision of this Fiscal Agent Agreement shall be construed to relieve the Fiscal Agent from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (1) this Subsection shall not be construed to limit the effect of Subsection A of this Section;
(2) the Fiscal Agent shall not be liable for any error of judgment made in good faith by a responsible officer, unless it shall be proved that the Fiscal Agent was negligent in ascertaining the pertinent facts; and
(3) no provision of this Fiscal Agent Agreement shall require the Fiscal Agent to expend or risk its own funds or otherwise incur any financial liability in the performance or exercise of any of its duties hereunder, or in the exercise of its rights or powers.
(D) Immunities Applicable to All Provisions of Fiscal Agent Agreement.

Whether or not therein expressly so provided, every provision of this Fiscal Agent Agreement relating to the conduct or affecting the liability of or affording protection to the Fiscal Agent shall be subject to the provisions of this Article 10 (The Fiscal Agent).

Section 10.3 Notice of Defaults. The Fiscal Agent shall not be deemed to have knowledge of any default or Event of Default hereunder unless and until it shall have actual knowledge thereof, or shall have received written notice thereof, at its Corporate Trust Office.

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Event of Default hereunder, the Fiscal Agent shall transmit to all Owners of Bonds as their names and addresses appear on the Bond Register notice of such default hereunder known to the Fiscal Agent, unless such default shall have been cured or waived. For purposes of this Section, the term “default” means any event that is, or after notice or lapse of time or both would become, an Event of Default.

Section 10.4 Certain Rights of Fiscal Agent; Liability of Fiscal Agent. Except as otherwise provided in Section 10.2 (Certain Duties and Responsibilities):
(A) Reliance on Documents Believed Genuine. the Fiscal Agent may rely and shall be protected in acting or refraining from acting upon any requisition, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, note, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (B) Documentation of District’s Directions. any request or direction of the District mentioned herein shall be sufficiently evidenced by a Certificate, Statement, Request, Requisition, or Order of the District;
(C) Reliance on District Certificate. whenever in the fulfillment of the obligations imposed upon it by this Fiscal Agent Agreement the Fiscal Agent shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering, or omitting any action hereunder, the Fiscal Agent (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon a Certificate of the District, but in its discretion the Fiscal Agent may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable; (D) Reliance on Advice of Counsel. the Fiscal Agent may consult with counsel, including, without limitation, counsel of or to the District, and the written advice of such counsel or any Opinion of Bond Counsel shall be full and complete authorization and protection in respect of any action taken, suffered, or omitted by the Fiscal Agent hereunder in good faith and in reliance thereon;
(E) Investigation of Factual Matters. the Fiscal Agent shall not be bound to make any investigation into the facts or matters stated in any requisition, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, coupon or other paper or document, but the Fiscal Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Fiscal Agent shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the District, personally or by agent or attorney. (F) Performance of Duties by Agents. the Fiscal Agent may perform the duties required of it hereunder by or through attorneys, agents, or receivers, and shall be entitled to advice of counsel concerning all matters of trust and its duty hereunder, but the Fiscal Agent shall be answerable for the negligence or misconduct of any such attorney-in-fact, agent, or receiver selected by it; provided that the Fiscal Agent shall not be answerable for the negligence or misconduct of any attorney-in-law or certified public accountant selected by it with due care. 615

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(G) Loss or Damage Liability. in no event shall the Fiscal Agent be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Fiscal Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. (H) Performance Bond or Surety. The Fiscal Agent shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder. (I) Authorized District Officers. The Fiscal Agent may request that the District deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Fiscal Agent Agreement. (J) Permissive Rights. The permissive rights of the Fiscal Agent hereunder (in any of its capacities hereunder) shall not be construed as a duty. (K) Communications in Writing. Unless otherwise expressly provided herein, any direction, certificate, certification, notice, instruction, agreement, order, evidence, notification, request, report, withdrawal of a request, or other communication to or for the Fiscal Agent (in any of its capacities hereunder) shall be made in writing.

Section 10.5 Fiscal Agent Not Responsible for Recitals or Issuance of Bonds or Application of Proceeds.
(A) Fiscal Agent Makes No Representations. The recitals of facts herein and in the Bonds contained shall be taken as statements of the District, and the Fiscal Agent assumes no responsibility for the correctness of the same (other than the certificate of authentication of the Fiscal Agent on each Bond). The Fiscal Agent makes no representations as to the validity or sufficiency of this Fiscal Agent Agreement or of the Bonds, as to the sufficiency of the Tax Increment Revenues or the priority of the lien of this Fiscal Agent Agreement thereon, or as to the financial or technical feasibility of any project financed by the Bonds and shall not incur any responsibility in respect of any such matter, other than in connection with the duties or obligations expressly herein or in the Bonds assigned to or imposed upon it. The Fiscal Agent makes no representations with respect to any information, statement, or recital in, and shall have no liability with respect to, any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the Bonds.
(B) Fiscal Agent Not Responsible for Application of Certain Moneys. The Fiscal Agent shall not be responsible for:
(1) the application or handling by the District of any Tax Increment Revenues or other moneys transferred to or pursuant to any Requisition or Request of the District in accordance with the terms and conditions hereof; or (2) any error or omission by the District in making any computation or giving any instruction pursuant to Section 8.10 (Federal Income Tax Covenants) hereof and may rely conclusively on any computations or instructions furnished to it by the District in connection with the requirements of Section 8. 10 (Federal Income Tax Covenants) and the Tax Certificate.
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Section 10.6 Fiscal Agent May Hold Bonds. The Fiscal Agent and its directors, officers, employees or agents may in good faith buy, sell, own, hold, and deal in any of the Bonds and may join in any action that any Owner of a Bond may be entitled to take, with like effect as if the Fiscal Agent were not the Fiscal Agent under this Fiscal Agent Agreement. The Fiscal Agent may in good faith hold any other form of indebtedness of the District, own, accept or negotiate any drafts, bills of exchange, acceptances or obligations of the District and make disbursements for the District and enter into any commercial or business arrangement therewith, without limitation.

Section 10.7 Compensation and Indemnification of Fiscal Agent. The District agrees:
(A) Compensation. to pay to the Fiscal Agent from time to time such compensation as the Fiscal Agent and the District shall from time to time agree in writing for all services rendered by it hereunder and, except as otherwise expressly provided herein, to reimburse the Fiscal Agent upon its request for all reasonable expenses, disbursements, and advances (including legal fees and expenses) incurred or made by the Fiscal Agent in accordance with any provision of this Fiscal Agent Agreement, all in accordance with the terms of the written agreement between the District and the Fiscal Agent;
(B) Reimbursement. except as otherwise expressly provided herein, to reimburse the Fiscal Agent upon its request for all reasonable expenses, disbursements, and advances incurred or made by the Fiscal Agent in accordance with any provision of this Fiscal Agent Agreement (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement, or advance as be attributable to the Fiscal Agent’s negligence or bad faith; and
(C) Indemnification. to indemnify the Fiscal Agent for, and to hold it harmless from and against, any and all loss, damage, liability, or expense, including taxes (other than taxes based upon, measured by, or determined by the income of the Fiscal Agent) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trusts created hereby, including the costs and expenses (including attorneys’ fees) of defending itself against any and all damages, expenses, claims (whether asserted by the District, any Owner of a Bond or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder.

The rights of the Fiscal Agent and the obligations of the District under this Section 10.7 (Compensation and Indemnification of Fiscal Agent) shall survive the discharge of the Bonds and this Fiscal Agent Agreement.

Section 10.8 Fiscal Agent Required; Eligibility. There shall at all times be a Fiscal Agent hereunder, which shall be a trust company or bank authorized to exercise trust powers or having the powers of a trust company having a corporate trust office in the State, having a combined 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 or trust company publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority, then for the purpose of this Section the combined capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Fiscal Agent shall cease to be 617

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eligible in accordance with the provisions of this Section, the Fiscal Agent shall resign immediately in the manner and with the effect specified in this Article.

Section 10.9 Removal and Resignation; Appointment of Successor. (A) Effectiveness of Resignation or Removal. No removal or resignation of the Fiscal Agent and appointment of a successor Fiscal Agent pursuant to this Article shall become effective until the acceptance of appointment by the successor Fiscal Agent under Section 10.10 (Acceptance of Appointment by Successor).
(B) Fiscal Agent’s Right to Resign. The Fiscal Agent may resign at any time by giving written notice of such resignation to the District and by giving the Bondholders notice of such resignation by mail at the addresses shown on the Bond Register. If an instrument of acceptance by a successor Fiscal Agent shall not have been delivered to the Fiscal Agent within thirty (30) days after the giving of such notice of resignation, the resigning Fiscal Agent may, at the cost and expense of the District, petition any court of competent jurisdiction for the appointment of a successor Fiscal Agent, and such court may thereupon, after such notice (if any) as it may deem proper, appoint such successor Fiscal Agent. (C) District’s Right to Remove Fiscal Agent. The District may remove the Fiscal Agent at any time by giving 30 days written notice of such removal to the Fiscal Agent. (D) Removal of Fiscal Agent at Request of Owners. The District shall remove the Fiscal Agent if at any time requested to do so by an instrument or concurrent instruments in writing signed by the Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding (or their attorneys duly authorized in writing), by giving 30 days written notice of such removal to the Fiscal Agent.
(E) Mandatory Removal of Fiscal Agent. The District shall remove the Fiscal Agent if at any time
(1) the Fiscal Agent shall cease to be eligible in accordance with Section 10.8 (Fiscal Agent Required; Eligibility) and shall fail to resign after written request therefor by the District, or
(2) the Fiscal Agent shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Fiscal Agent or of its property shall be appointed or any public officer shall take control or charge of the Fiscal Agent or of its property or affairs for the purpose of rehabilitation, conservation, or liquidation, in each case by giving 30 days written notice of such removal to the Fiscal Agent. (F) Appointment of Successor. If the Fiscal Agent shall resign, be removed, or become incapable of acting, or if a vacancy shall occur in the office of Fiscal Agent for any cause, the District shall promptly appoint a successor Fiscal Agent by an instrument in writing. If no successor Fiscal Agent shall have been so appointed by the District and accepted appointment in the manner hereinafter provided within thirty (30) days after such resignation, removal, or incapability or the occurrence of such vacancy, the Bondholders may, by an instrument or 618

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instruments signed by the Holders of a majority in principal amount of the Bonds, appoint a successor Fiscal Agent, or any Bondholder (on behalf of himself and all other Bondholders) may petition any court of competent jurisdiction for the appointment of a successor Fiscal Agent, and such court may thereupon, after such notice (if any) as it may deem proper, appoint such successor Fiscal Agent.
(G) Notice of Removal or Resignation. The District shall give notice of each resignation and each removal of the Fiscal Agent and each appointment of a successor Fiscal Agent by mailing written notice of such event by first-class mail, postage prepaid, to the Owners as their names and addresses appear in the Bond Register. Each notice shall include the name of the successor Fiscal Agent and the address of its principal corporate trust office. If the District fails to mail such notice within fifteen (15) days after acceptance of appointment by the successor Fiscal Agent, the successor Fiscal Agent shall cause such notice to be mailed at the expense of the District.

Section 10.10 Acceptance of Appointment by Successor. Any successor Fiscal Agent appointed under this Fiscal Agent Agreement shall execute and deliver to the District and to its predecessor Fiscal Agent an instrument accepting such appointment, and thereupon such successor Fiscal Agent, without any further act, deed, or conveyance, shall become vested with all the moneys, rights, and duties of the predecessor Fiscal Agent; but, at the Request of the District or the request of the successor Fiscal Agent, the predecessor Fiscal Agent shall, upon payment of its charges, execute and deliver an instrument conveying and transferring to the successor Fiscal Agent all the right, title, and interest of such predecessor Fiscal Agent in and to any property held by it under this Fiscal Agent Agreement and shall duly assign, transfer, and deliver to the successor Fiscal Agent all property and money held by the predecessor Fiscal Agent hereunder. Upon request of any successor Fiscal Agent, the District shall execute and deliver any and all instruments as may be reasonably required for more fully and certainly vesting in and confirming to such successor Fiscal Agent all such moneys, properties, rights, and duties.

Section 10.11 Merger or Consolidation. Any company into which the Fiscal Agent may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion, or consolidation to which it shall be a party or any company to which the Fiscal Agent may sell or transfer all or substantially all of its corporate trust business, provided such company shall be eligible under Section 10.8 (Fiscal Agent Required; Eligibility), shall be the successor to such Fiscal Agent without the execution or filing of any paper or any further act, anything herein to the contrary notwithstanding. In case any Bonds shall have been authenticated, but not delivered, by the Fiscal Agent then in office, any successor by merger, conversion, or consolidation to such authenticating Fiscal Agent may adopt such authentication and deliver the Bonds so authenticated with the same effect as if such successor Fiscal Agent had itself authenticated such Bonds.

Section 10.12 Preservation and Inspection of Documents. All documents received by the Fiscal Agent under the provisions of this Fiscal Agent Agreement shall be retained in its possession, in accordance with its record retention policies, and shall be subject at all reasonable times to the inspection of the District and any Owner, and their agents and representatives duly authorized in writing, at reasonable times and under reasonable conditions upon reasonable notice. 619

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Section 10.13 Accounting Records. The Fiscal Agent will 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 accurate entries shall be made of all transactions of the Fiscal Agent relating to Tax Increment Revenues. Such books of record and account shall be available for inspection by the District at reasonable hours and under reasonable circumstances upon reasonable notice.

ARTICLE XI

MODIFICATION OR AMENDMENT OF THIS FISCAL AGENT AGREEMENT Section 11.1 Supplemental Fiscal Agent Agreements Without Consent of Bondholders. This Fiscal Agent Agreement and the rights and obligations of the District, of the Fiscal Agent, and of the Owners of the Bonds may be modified or amended from time to time and at any time by a Supplemental Fiscal Agent Agreement, which the District may adopt without the consent of any Bondholders but only to the extent permitted by law and only for any one or more of the following purposes:
(A) Additional Security. to add to the covenants and agreements of the District contained in this Fiscal Agent Agreement 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 District; (B) Curative Provisions. 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 Fiscal Agent Agreement, or in regard to matters or questions arising under this Fiscal Agent Agreement, as the District may deem necessary or desirable, and that shall not materially and adversely affect the interests of the Owners of the Bonds; (C) Trust Indenture Act Qualification. to modify, amend, or supplement this Fiscal Agent Agreement 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, and that shall not materially and adversely affect the interests of the Owners of the Bonds; (D) Additional Series. to create any Series of Bonds (other than the Series 2025 Bonds) and make such other provisions as provided in Article 4 (Issuance and Delivery of Additional Series of Bonds);
(E) Book-Entry System. to provide for the issuance of Bonds in book-entry form, provided that no such provision shall materially and adversely affect the interests of the Owners of the Bonds;
(F) Notice of Redemption. to modify or add to the procedures providing for the notice in the event of redemption of the Bonds in order to comply with regulations promulgated by the United States Securities and Exchange Commission; (G) Credit Enhancements. to make modifications or adjustments necessary, appropriate, or desirable to accommodate credit enhancements including letters of credit, insurance policies, and surety bonds;
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(H) Preservation of Tax Exemption. with respect to the Series 2025 Bonds, or if the District agrees in a Supplemental Fiscal Agent Agreement to maintain the exclusion of interest on a Series of Bonds from gross income for purposes of federal income taxation, to make such provisions as are necessary or appropriate to ensure such exclusion; and (I) No Material Effect. for any other purpose that does not materially and adversely affect the interests of the Owners of the Bonds.

Section 11.2 Supplemental Fiscal Agent Agreements with Consent of Bondholders or Credit Providers.
(A) Majority Consent. This Fiscal Agent Agreement and the rights and obligations of the District, the Owners of the Bonds, and the Fiscal Agent may be modified or amended from time to time and at any time by a Supplemental Fiscal Agent Agreement, which the District and the Fiscal Agent may enter into with the written consent of the Owners of a majority in aggregate principal amount of the Bonds (or, if such Supplemental Fiscal Agent Agreement is only applicable to a Series of Bonds, such Series of Bonds) then Outstanding shall have been filed with the Fiscal Agent; provided that, if such modification or amendment will, by its terms, not take effect so long as any Bonds of any particular maturity remain Outstanding, the consent of the Owners of such Bonds shall not be required and such Bonds shall not be deemed to be Outstanding for the purpose of any calculation of Bonds Outstanding under this Section. (B) Credit Provider Consent. This Fiscal Agent Agreement and the rights and obligations of the District and of the Owners of the Bonds and of the Fiscal Agent may also be modified or amended at any time by a Supplemental Fiscal Agent Agreement entered into by the District and the Fiscal Agent, which shall become binding when the written consents of each provider of a letter of credit or a policy of bond insurance for the Bonds shall have been filed with the Fiscal Agent, provided that at such time the payment of all the principal of and interest on all Outstanding Bonds shall be insured by a policy or policies of municipal bond insurance or payable under a letter of credit the provider of which shall be a financial institution or association having unsecured debt obligations rated, or insuring or securing other debt obligations rated on the basis of such insurance or letters of credit, in one of the two highest Rating Categories of Moody’s and S&P.
(C) Limitations on Amendments. No such modification or amendment shall (1) extend the fixed maturity of any Bond, or reduce the amount of principal thereof, or extend the time of payment or reduce the amount of any Mandatory Sinking Account Payment provided for the payment of any Bond, or reduce the rate of interest thereon, or extend the time of payment of interest thereon, or reduce any premium payable upon the redemption thereof, without the consent of the Owner of each Bond so affected, or (2) reduce the aforesaid percentage of Bonds the consent of the Owners of which is required to effect any such modification or amendment, or permit the creation of any lien on the Tax Increment Revenues and other assets pledged under this Fiscal Agent Agreement prior to the lien created by this Fiscal Agent Agreement, or deprive the Owners of the Bonds of the lien created by this Fiscal Agent Agreement on such Tax Increment Revenues and other assets (in each case, except as expressly provided in this Fiscal Agent Agreement), without the consent of the Owners of all of the Bonds then Outstanding. 621

EXHIBIT B
4894-8308-9618 56 IFD No. 1 Fiscal Agent Agreement
(D) Manner of Consent. It shall not be necessary for the consent of the Bondholders to approve the particular form of any Supplemental Fiscal Agent Agreement, but it shall be sufficient if such consent shall approve the substance thereof. (E) Notice of Amendments. Promptly after the execution and delivery by the Fiscal Agent and the District of any Supplemental Fiscal Agent Agreement pursuant to this Section, the Fiscal Agent shall mail a notice, prepared by, and at the cost and expense of, the District, setting forth in general terms the substance of such Supplemental Fiscal Agent Agreement or attaching a copy thereof, to the Owners of the Bonds at the addresses shown on the Bond Register. 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 Fiscal Agent Agreement.

Section 11.3 Execution of Supplemental Fiscal Agent Agreements. In executing, or accepting the additional duties created by, any Supplemental Fiscal Agent Agreement permitted by this Article or the modification thereby of the duties created by this Fiscal Agent Agreement, the Fiscal Agent shall be entitled to receive, and, subject to Section 10.2 (Certain Duties and Responsibilities), shall be fully protected in relying upon, an Opinion of Bond Counsel stating that the execution of such Supplemental Fiscal Agent Agreement is authorized or permitted by this Fiscal Agent Agreement. The Fiscal Agent may, but shall not be obligated to enter into any such Supplemental Fiscal Agent Agreement that affects the Fiscal Agent’s own rights, duties, or immunities under this Fiscal Agent Agreement or otherwise.

Section 11.4 Effect of Supplemental Fiscal Agent Agreement. From and after the time any Supplemental Fiscal Agent Agreement becomes effective pursuant to this Article, this Fiscal Agent Agreement shall be deemed to be modified and amended in accordance therewith, and the respective rights, duties, and obligations under this Fiscal Agent Agreement of the District, the Fiscal Agent, 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 Fiscal Agent Agreement shall be deemed to be part of the terms and conditions of this Fiscal Agent Agreement for any and all purposes.

Section 11.5 Endorsement of Bonds; Preparation of New Bonds. Bonds delivered after any Supplemental Fiscal Agent Agreement becomes effective pursuant to this Article may, and if the Fiscal Agent so determines shall, bear a notation by endorsement or otherwise in form approved by the District and the Fiscal Agent as to any modification or amendment provided for in such Supplemental Fiscal Agent Agreement, and, in that case, upon demand of the Owner of any Bond Outstanding at the time of such execution and presentation of his Bond for such purpose at the Corporate Trust Office or at such additional offices as the Fiscal Agent may select and designate for that purpose, a suitable notation shall be made on such Bond. If the Supplemental Fiscal Agent Agreement shall so provide, new Bonds so modified as to conform, in the opinion of the District and the Fiscal Agent, to any modification or amendment contained in such Supplemental Fiscal Agent Agreement, shall be prepared and executed by the District and authenticated by the Fiscal Agent and, upon demand of the Owners of any Bonds then Outstanding and upon surrender for cancellation of such Bonds, shall be exchanged at the Corporate Trust Office, without cost to any Bondholder, for Bonds then Outstanding in equal aggregate principal amounts of the same Series, tenor, and maturity.
622

EXHIBIT B
4894-8308-9618 57 IFD No. 1 Fiscal Agent Agreement
Section 11.6 Amendment of Particular Bonds. The provisions of this Article shall not prevent any Bondholder from accepting any amendment as to the particular Bonds held by him, provided that due notation thereof is made on such Bonds Section 11.7 Force Majeure. In no event shall Fiscal Agent be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Fiscal Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Section 11.8 U.S.A. Patriot Act. The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Fiscal Agent, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Fiscal Agent. The parties to this Fiscal Agent Agreement agree that they will provide the Fiscal Agent with such information as it may request in order for the Fiscal Agent to satisfy the requirements of the U.S.A. Patriot Act.

Section 11.9 Waiver of Jury Trial. EACH OF THE DISTRICT, THE

BONDHOLDERS AND THE FISCAL AGENT HEREBY IRREVOCABLY WAIVES, TO THE

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

TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO

THIS FISCAL AGENT AGREEMENT, THE BONDS OR THE TRANSACTION CONTEMPLATED HEREBY.
[Remainder of page intentionally left blank; signatures follow on next page] 623

EXHIBIT B
4894-8308-9618 S-1 Signature Page to EIFD No. 1 Fiscal Agent Agreement IN WITNESS WHEREOF, the parties hereto have executed this Fiscal Agent Agreement by their officers thereunto duly authorized as of the day and year first written above.

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

Authorized Signatory

CITY OF WEST SACRAMENTO

INFRASTRUCTURE FINANCING DISTRICT
NO. 1 (BRIDGE DISTRICT AREA)
By:

City Manager of the City of
West Sacramento on behalf of Infrastructure
Financing District No. 1 (Bridge District
Area)
624
4894-8308-9618 A-1 IFD No. 1 Fiscal Agent Agreement

EXHIBIT A
FORM OF SERIES 2025 BOND

REGISTERED REGISTERED
No. R-__ $___________

CITY OF WEST SACRAMENTO
INFRASTRUCTURE FINANCING DISTRICT NO. 1
(BRIDGE DISTRICT AREA)
TAX INCREMENT BONDS, SERIES 2025
Maturity Date Interest Rate Dated CUSIP No.

September 1, 20__ _____% [closing date]
REGISTERED OWNER: CEDE & CO.

PRINCIPAL SUM: _____________________________________________________ DOLLARS The City West Sacramento Enhanced Infrastructure District No. 1 (Bridge District Area), an Infrastructure Financing District and a legally constituted governmental entity established pursuant to the laws of the State of California (the “District”), for value received, hereby promises to pay (but only out of the Tax Increment Revenues hereinafter referred to) to the registered owner named above or registered assigns, on the maturity date specified above, the principal sum specified above together with interest thereon from the date hereof until the principal hereof shall have been paid, at the interest rate per annum specified above, computed on the basis of a 360-day year comprising twelve 30-day months, payable on [September 1, 2025], and semiannually thereafter on March 1 and September 1 in each year. Interest hereon is payable in lawful money of the United States of America by check mailed on each interest payment date or, upon the written request of any Owner of $1,000,000 or more in aggregate principal amount of Bonds who has provided the Fiscal Agent with wire transfer instructions, by wire transfer on each interest payment date to the registered owner as of the close of business on the 15th day of the calendar month immediately preceding such interest payment date. The principal hereof and premium, if any, hereon are payable at the corporate trust office of U.S. Bank Trust Company, National Association, as fiscal agent (together with any successor as fiscal agent under the hereinafter mentioned Fiscal Agent Agreement, the “Fiscal Agent”), in [FISCAL AGENT CITY], California, in lawful money of the United States of America.

This bond is one of a duly authorized issue of the City of West Sacramento Infrastructure Financing District No. 1 (Bridge District Area) Tax Increment Bonds (the “Bonds”), limited in aggregate principal amount to [$__________], except for refunding bonds, which issue consists or may consist of one or more series of varying denominations, dates, maturities, interest rates and other provisions, as provided in the Fiscal Agent Agreement (as defined below), all issued and to be issued pursuant to the provisions of the Infrastructure Financing District Law (Sections 53395 625
4894-8308-9618 A-2 IFD No. 1 Fiscal Agent Agreement
et seq. of the Government Code of the State of California, as amended) (the “IFD Law”) and pursuant to a fiscal agent agreement dated [__________ 1, 2025], between the Fiscal Agent and the District (said fiscal agent agreement, as amended and supplemented from time to time, the “Fiscal Agent Agreement”). This Bond is also one of a duly authorized series of Bonds additionally designated “Tax Increment Bonds, Series 2025,” issued in the aggregate principal amount of [$__________].

Reference is hereby made to the Fiscal Agent Agreement and to the IFD Law for a description of the terms on which the Bonds are issued and to be issued, the provisions with regard to the Tax Increment Revenues (as that term is defined in the Fiscal Agent Agreement), and the rights of the registered owners of the Bonds. All the terms of the Fiscal Agent Agreement and the IFD Law are hereby incorporated herein and constitute a contract between the District and the registered owner from time to time of this Bond. The registered owner of this Bond, by its acceptance hereof, consents and agrees to all the provisions of the Fiscal Agent Agreement.

Additional Bonds may be issued on a parity with the Bonds of this authorized issue, but only subject to the conditions and limitations contained in the Fiscal Agent Agreement.

The Bonds and the interest thereon (to the extent set forth in the Fiscal Agent Agreement) are payable from, and are secured by a charge and lien on, the Tax Increment Revenues. All of the Bonds are equally secured by a pledge of, and charge and lien upon, the Tax Increment Revenues. The Tax Increment Revenues constitute a trust fund for the security and payment of the interest on and principal of the Bonds; but nevertheless out of Tax Increment Revenues certain amounts may be applied for other purposes as provided in the Fiscal Agent Agreement.

The Bonds are limited obligations of the District and are payable, both as to principal and interest, and as to any premiums upon the redemption thereof, out of the Tax Increment Revenues and certain funds held by the Fiscal Agent and the District under the Fiscal Agent Agreement. The Bonds are not a debt of the City of West Sacramento, the County of Yolo, the State of California, or any of its political subdivisions (other than the District). The Bonds are not secured by a legal or equitable pledge of, or charge, lien or encumbrance upon, any of the property of the District or any of its income or receipts, except the Tax Increment Revenues. No registered owner of this Bond shall ever have the right to compel any exercise of the taxing power (other than as described above) of the District to pay this Bond or the interest hereon. 626
4894-8308-9618 A-3 IFD No. 1 Fiscal Agent Agreement
The Bonds maturing on or after [September 1, 20_____], are subject to redemption prior to their respective stated maturities, at the option of the District, from any source of available funds, as a whole or in part (by such maturities as may be specified by the District and at random within a maturity) on any date on or after [September 1, 20_____], at the following redemption prices (computed upon the principal amount of Series 2025 Bonds called for redemption), together with interest to the date fixed for redemption:

Redemption Period
(Both Dates Inclusive)
Redemption Price
The Bonds maturing on [September 1, 20_____] (the “20__ Term Bonds”), [September 1, 20_____] (the “20___ Term Bonds”), and [September 1, 20_____] (the “20_____ Term Bonds”), are subject to redemption prior to their respective stated maturities, at random, from amounts deposited in the 20_____ Term Bonds Sinking Account, the 20_____ Term Bonds Sinking Account, and the 20_____ Term Bonds Sinking Account, respectively, in the following amounts and on the following dates, at the principal amount thereof, without premium, together with interest to the date fixed for redemption:20_____ Term Bonds
Mandatory Redemption
Dates
(September 1)
Principal
Amount
*Maturity
20_____ Term Bonds
Mandatory Redemption
Dates
(September 1)
Principal
Amount
*Maturity
20_____ Term Bonds
Mandatory Redemption
Dates
(September 1)
Principal
Amount
*Maturity
This Bond is transferable or exchangeable for other authorized denominations by the registered owner hereof, in person or by its attorney duly authorized in writing, at the corporate trust office of the Fiscal Agent in [FISCAL AGENT CITY], California, but only in the manner, subject to the limitations and upon payment of the charges provided in the Fiscal Agent Agreement, and upon surrender and cancellation of this Bond. Upon such transfer a new fully registered Bond or Bonds without coupons, of authorized denomination or denominations, of the same series, tenor, 627
4894-8308-9618 A-4 IFD No. 1 Fiscal Agent Agreement
and maturity for the same aggregate principal amount will be issued to the transferee in exchange therefor.

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

TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.

The District, the Fiscal Agent and any paying agent may deem and treat the registered owner hereof as the absolute owner hereof for all purposes, and the District, the Fiscal Agent and any paying agent shall not be affected by any notice to the contrary.

The rights and obligations of the District and of the registered owners of the Bonds may be modified amended at any time in the manner, to the extent, and upon terms provided in the Fiscal Agent Agreement, which provide, in certain circumstances, for modifications and amendments without the consent of or notice to the registered owners of Bonds.

The District hereby certifies and recites that any and all acts, conditions, and things required to exist, to happen, and to be performed, precedent to and in the incurring of the indebtedness evidenced by this Bond, and in the issuing of this Bond, do exist, have happened, and have been performed in due time, form and manner, as required by the Constitution and statutes of the State of California, and that this Bond, together with all other indebtedness of the District pertaining to the Tax Increment Revenues, is within every debt and other limit prescribed by the Constitution and the statutes of the State of California, and is not in excess of the amount of Bonds permitted to be issued under the Fiscal Agent Agreement or the IFD Law.

This Bond shall not be entitled to any benefit under the Fiscal Agent Agreement, or become valid or obligatory for any purpose, until the certificate of authentication hereon endorsed shall have been signed by the Fiscal Agent.

IN WITNESS WHEREOF, the District has caused this Bond to be executed in its name and on its behalf by the Mayor of the City of West Sacramento and countersigned by the City Clerk of the City of West Sacramento, all as of the date stated above.

CITY OF WEST SACRAMENTO

INFRASTRUCTURE FINANCING
DISTRICT NO. 1 (BRIDGE DISTRICT
AREA)
By:

Mayor of the City of West Sacramento
Countersigned:
628
4894-8308-9618 A-5 IFD No. 1 Fiscal Agent Agreement
City Clerk of the City of West Sacramento
629
4894-8308-9618 A-6 IFD No. 1 Fiscal Agent Agreement

CERTIFICATE OF AUTHENTICATION
This is one of the Bonds described in the within-mentioned Fiscal Agent Agreement, which has been authenticated and registered on the date indicated below.

Dated: [closing date] U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Fiscal Agent
By:

Authorized Signatory

ASSIGNMENT
For value received the undersigned do(es) hereby sell, assign and transfer unto ____________________________________________________ the within Bond and do(es) hereby irrevocably constitute and appoint ______________________________________ attorney, to transfer the same on the bond register of the Fiscal Agent, with full power of substitution in the premises.

Dated:

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

Signature(s) Guaranteed by:

Note: Signature must be guaranteed by an eligible guarantor institution (banks, securities brokers, savings associations, credit unions, or other institutions with membership in an approved signature guarantee medallion program) pursuant to Securities and Exchange Commission Rule 17A(d)15.

Social Security Number, Tax Identification
Number, or other identifying number of
Assignee:
630
4894-8308-9618 A-7 IFD No. 1 Fiscal Agent Agreement

CERTIFICATE
I hereby certify that the following is a true and correct copy of the legal opinion relating to the Bonds described therein that was manually signed by Lozano Smith LLP and was dated the date of delivery and payment of said Bonds.

City Clerk of the City of West Sacramento
[TO COME]
631
4894-8308-9618 B-1 IFD No. 1 Fiscal Agent Agreement

EXHIBIT B

FORM OF COSTS OF ISSUANCE REQUISITION

REQUISITION TO THE FISCAL AGENT

TO DISBURSE FUNDS FROM THE COSTS OF ISSUANCE FUND
REQUISITION NO. ___
The City of West Sacramento Infrastructure Financing District No. 1 (Bridge District Area) (the “District”) hereby requests U.S. Bank Trust Company, National Association, as fiscal agent (the “Fiscal Agent”), under the Fiscal Agent Agreement dated [__________ 1, 2025], between the District and the Fiscal Agent, to pay from the Costs of Issuance Fund established under Section 3.4 of the Fiscal Agent Agreement, the amounts to the parties as set forth on the attached list.

The District hereby certifies that obligations in the amounts stated in Attachment 1 attached hereto have been incurred by the District and are presently due and payable and that each item is a proper charge against the Costs of Issuance Fund and has not been previously paid from that fund.

All payments shall be made by check or wire transfer in accordance with the payment instructions set forth in the attached invoices and the Fiscal Agent shall rely on such payment instructions with no duty to investigate or inquire as to the authenticity of the invoice or the payment instructions contained therein.

Attached hereto are invoices for each payment requested.

Dated: _______________ CITY OF WEST SACRAMENTO

INFRASTRUCTURE FINANCING DISRICT
NO. 1 (BRIDGE DISTRICT AREA)
By:

City Manager of the City of West Sacramento
632
4894-8308-9618 B-2 IFD No. 1 Fiscal Agent Agreement
ATTACHMENT 1
[Please see attached invoices for delivery and/or wire instructions] Item Payee Amount Purpose

1. 2.

3. 4.

5. 6.

7. Total
633
4894-8308-9618 C-1 IFD No. 1 Fiscal Agent Agreement

EXHIBIT C

FORM OF REQUISITION

REQUISITION TO THE FISCAL AGENT

TO DISBURSE FUNDS FROM THE PROJECT FUND
REQUISITION NO. ___
The City of West Sacramento Infrastructure Financing District No. 1 (Bridge District Area) (the “District”) hereby requests U.S. Bank Trust Company, National Association, as fiscal agent (the “Fiscal Agent”), under the Fiscal Agent Agreement dated [__________ 1, 2025], between the District and the Fiscal Agent, to pay from the Project Fund established under Section 3.5(A) of the Fiscal Agent Agreement, the amounts to the parties as set forth on the attached list.

The District hereby certifies that obligations in the amounts stated in Attachment 1 attached hereto have been incurred by the District and are presently due and payable and that each item is a proper charge against the Project Fund and has not been previously paid from that fund.

There has not been filed with or served upon the District notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the amounts payable to any of the persons named herein, that has not been released or will not be released simultaneously with the payment of such obligation, other than materialmen’s or mechanics’ liens accruing by mere operation of law.

Attached hereto are invoices for each payment requested.

Dated: _______________ CITY OF WEST SACRAMENTO

INFRASTRUCTURE FINANCING DISRICT
NO. 1 (BRIDGE DISTRICT AREA)
By:

City Manager of the City of West Sacramento
634
4894-8308-9618 C-2 IFD No. 1 Fiscal Agent Agreement
ATTACHMENT 1
[Please see attached invoices for delivery and/or wire instructions] Item Payee Amount Purpose

1. 2.

3. 4.

5. 6.

7. Total
635

EXHIBIT C
4922-9944-3225
$[PRINCIPAL AMOUNT]

CITY OF WEST SACRAMENTO
INFRASTRUCTURE FINANCING DISTRICT NO. 1 (BRIDGE DISTRICT AREA) TAX INCREMENT BONDS, SERIES 2025

BOND PURCHASE AGREEMENT
[SALE DATE], 2025
City of West Sacramento
Infrastructure Financing District No.1 (Bridge District Area) 1110 West Capitol Avenue
Sacramento, CA 95691
West Sacramento Financing Authority
c/o City of West Sacramento
1110 West Capitol Avenue
Sacramento, CA 95691
Ladies and Gentlemen:

The undersigned, Piper Sandler & Co. (the “Representative”), on behalf of itself and on behalf of Hilltop Securities, Inc. (collectively, the “Underwriters”) offers to enter into this Bond Purchase Agreement (this “Purchase Agreement”) with the City of West Sacramento Infrastructure Financing District No. 1 (Bridge District Area) (the “District”) and the West Sacramento Financing Authority (the “Authority”). This offer is made subject to acceptance by the District and the Authority by execution of this Purchase Agreement and delivery of the same to the Underwriters on or before 11:59 p.m. (California time) on the date hereof, and, if not so accepted, will be subject to withdrawal by the Underwriters upon written notice delivered to the District and the Authority from the Representative at any time prior to such acceptance. Upon the acceptance by the District and the Authority hereof, this Purchase Agreement will be binding upon the District, the Authority and the Underwriters.

Capitalized terms used in this Purchase Agreement and not otherwise defined herein shall have the respective meanings set forth for such terms in the Fiscal Agent Agreement, dated as of [DATE], 2025 (the “Fiscal Agent Agreement”), by and between the District and U.S. Bank Trust Company, National Association, as fiscal agent (the “Fiscal Agent”), and if not otherwise defined therein, shall have the meanings given to such terms as set forth in the Official Statement (as such term is defined below).

Section 1. Purchase and Sale of the Bonds. Upon the terms and conditions and upon the basis of the representations set forth in this Purchase Agreement, the Underwriters agree to purchase from the Authority, and the Authority agrees to sell and deliver to the 636

EXHIBIT C
4922-9944-3225 2 Bond Purchase Agreement
Underwriters, all (but not less than all) of the $[PRINCIPAL AMOUNT] aggregate principal amount of the City of West Sacramento Infrastructure Financing District No. 1 (Bridge District Area) Tax Increment Bonds, Series 2025 (the “Bonds”). The Bonds shall be dated their date of delivery and shall have the maturities, bear interest at the rates per annum and have the yields all as set forth on Exhibit A attached hereto. The purchase price for the Bonds shall be $__________ (calculated as $[PRINCIPAL AMOUNT] (the aggregate principal amount of the Bonds), [plus/less] a [net] original issue [premium/discount] and less an Underwriter’ discount in the amount of $__________). The District agrees that it will sell the Bonds to the Authority upon the same terms as the sale of the Bonds by the Authority to the Underwriters to enable the Authority to make such resale of the Bonds.

Section 2. Preliminary Official Statement and Official Statement. The District ratifies, approves and confirms the distribution of the Preliminary Official Statement with respect to the Bonds, dated [DATE], 2025 (together with the appendices thereto, any documents incorporated therein by reference, and any supplements or amendments thereto, the “Preliminary Official Statement”), in connection with the offering and sale of the Bonds by the Underwriters prior to the availability of the Official Statement. The District represents that the Preliminary Official Statement was deemed final as of its date for purposes of Rule 15c2-12 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (“Rule 15c2-12”), except for permitted omissions. The District shall provide the Underwriters, within seven (7) business days from the date hereof (but in any event at least three (3) business days prior to the Closing Date (as defined herein), whichever occurs first), the Official Statement, dated the date hereof in the form of the Preliminary Official Statement (including all information previously permitted to have been omitted by Rule 15c2-12 and any supplements to such Official Statement as have been approved by the District and the Underwriters (which approval shall not be unreasonably withheld), in sufficient quantities and/or in a designated electronic format (as defined in Municipal Securities Rulemaking Board Rule G32) to enable the Underwriters to comply with the rules of the Securities and Exchange Commission and the Municipal Securities Rulemaking Board (the “MSRB”). The District authorizes and approves the distribution by the Underwriters of the Official Statement in connection with the offering and sale of the Bonds. The District authorizes the Representative to file, and the Representative hereby agrees to file at or prior to the Closing Date, the Official Statement with the MSRB, or its designees in accordance with MSRB Rule G-32. The Official Statement, including the appendices thereto, any documents incorporated therein by reference, and any supplements or amendments thereto on or prior to the Closing Date is herein referred to as the “Official Statement.”
Section 3. Description of the Bonds. The Bonds shall be substantially in the form described in, shall be issued and secured under the provisions of and shall be payable as provided in the Fiscal Agent Agreement. The Bonds will be issued pursuant to Chapter 2.99 of Part 1 of Division 2 of Title 5 (commencing with section 53395) of the Government Code of the State of California, as amended (the “IFD Law”), Resolution No. 24-86, adopted by the City Council of the City of West Sacramento (the “City Council”), as the legislative body of the District on August 21, 2024, and Resolution No. ____, adopted by the City Council on March ___, 2025 (together, the “District Resolutions”), approving the issuance and sale of bonds in one or more series, in an aggregate principal amount not to exceed $[NTE AMOUNT], and the Fiscal Agent Agreement. The Bonds shall be payable and subject to redemption as provided in the Fiscal 637

EXHIBIT C
4922-9944-3225 3 Bond Purchase Agreement
Agent Agreement and as provided in Exhibit A hereto. The Bonds are legal, valid and binding limited obligations of the District, secured by and payable solely from the Tax Increment Revenues and the funds pledged therefore under the Fiscal Agent Agreement, as defined and described in the Fiscal Agent Agreement. The Bonds are being issued to fund (i) the acquisition of certain public facilities and improvements authorized to be financed by the District, (ii) a deposit to a reserve account for the Bonds and (iii) the costs of issuance of the Bonds, all as further described in the Fiscal Agent Agreement and the Official Statement.

Section 4. Establishment of Issue Price.
(a) The Representative, on behalf of the Underwriters, agree to assist the District in establishing the issue price of the Bonds and shall execute and deliver to the District 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 Representative, the District 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 District under this section to establish the issue price of the Bonds may be taken on behalf of the District by the District’s municipal advisor, Del Rio Advisors, LLC (the “Municipal Advisor”) and any notice or report to be provided to the District may be provided to the Municipal Advisor. (b) Except as otherwise set forth in Exhibit A attached hereto and (c) below, the District will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Purchase Agreement, the Representative shall report to the District 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 Representative agrees to promptly report to the District the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until either (i) the Underwriters have sold all Bonds of that maturity or (ii) the 10% test has been satisfied as to the Bonds of that maturity, provided that, the Representative’s reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. (c) The Representative confirms that the Underwriters have 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 attached hereto. Exhibit A also sets forth, as of the date of this Purchase Agreement, the maturities, if any, for which the Representative represents that the 10% test has not been satisfied and for which the District and the Representative, on behalf of the Underwriters, agrees that the restrictions set forth in the next sentence shall apply, which will allow the District 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 Underwriters 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:
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(1) the close of the fifth (5th) business day after the sale date; or (2) the date on which the Underwriters have 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 Representative will advise the District promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. (d) The Representative confirms that:
(i) any agreement among underwriters, any selling group agreement and each third-party distribution agreement (to which the Representative is a party) relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each Underwriter, each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable,
(A) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred until either all Bonds of that maturity allocated to it have been sold or it is notified by the Representative that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriters, and (ii) to comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Representative,
(B) to promptly notify the Representative of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(C) to acknowledge that, unless otherwise advised by the dealer or broker-dealer, the Representative shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(ii) any agreement among underwriters or selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each Underwriter or dealer that is a party to a thirdparty distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public any unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Representative or such Underwriter or dealer that the 10% test has been satisfied as to the Bonds of that maturity, and (B) comply with the hold-the-offering-price rule, if applicable to a particular maturity of the Bonds, if and for so long as directed by the 639

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Representative or the Underwriter or the dealer and as set forth in the related pricing wires.
(e) The District acknowledges that, in making the representations set forth in this section, the Representative will rely on (i) the agreement of each Underwriter to comply with the requirements for establishing the issue price of the Bonds, including, but not limited to, each Underwriter’s agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in an agreement among underwriters and the related pricing wires, (ii) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing the issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (iii) in the event that an Underwriter or dealer who is a member of the selling group is a party to a third-party distribution agreement that was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing the issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The District further acknowledges that each Underwriter shall be solely liable for its failure to comply with its agreement regarding the requirements for establishing the issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, and that no Underwriter shall be liable for the failure of any other Underwriter, or of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a thirdparty distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing the issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds. (f) The Underwriters acknowledge that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
(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 District (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 third-party 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 640

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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 5. Underwriters’ Representations, Covenants and Agreements. The Underwriters represent, covenant and agree with the District that:
(a) The Underwriters have been duly authorized to enter into this Purchase Agreement and to act hereunder.
(b) The Underwriters are not in material violation of, or in material breach of or in material default under, any applicable law, regulation, order or agreement to which such Underwriters are a party or by which such Underwriters are bound, which violation or breach would have a material adverse effect on such Underwriters’ ability to execute, deliver and perform this Purchase Agreement.

Section 6. Representations, Warranties and Covenants of the District. The District represents, warrants and covenants with the Authority and the Underwriters that:
(a) The District is an infrastructure financing district and a legally constituted governmental entity established pursuant to the laws of the State of California, including but not limited to the IFD Law, with full right, power and authority to execute, deliver and perform its obligations under: (i) the Fiscal Agent Agreement; (ii) the Continuing Disclosure Certificate of the District, dated the Closing Date and substantially in the form attached to the Official Statement as Appendix (the “Continuing Disclosure Certificate”); (iii) the Irrevocable Pledge of IFD Revenues dated [DATE], 2025, between the City of West Sacramento and the District (the “Irrevocable Pledge”), and (iv) this Purchase Agreement (items (i) through (iv) above are collectively referred to herein as the “District Documents”), and to carry out all transactions contemplated by each of the District Documents, the Bonds and the Official Statement;
(b) By all necessary official action of the City Council, as the legislative body of the District, has duly adopted the District Resolutions prior to the acceptance hereof; the District Resolutions and the resolutions and ordinances listed on Exhibit C (collectively, the “Resolutions and Ordinances”) are in full force and effect and have not been amended, modified, rescinded or challenged by referendum; the District has duly authorized and approved the execution and delivery of, and the performance by the District of its obligations contained in, the District Documents; and the District has duly authorized and approved the delivery of the Preliminary Official Statement and the execution and delivery of the Official Statement; (c) The District has complied and will as of the Closing Date be in compliance in all respects with the terms of the District Documents; compliance with the provisions of the District 641

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Documents will not materially conflict with or constitute a breach of or default under any applicable constitutional provision, law, administrative regulation, court order, consent decree, judgment, decree, loan agreement, note, resolution, indenture, agreement or other instrument to which the District is a party or may be otherwise subject; and the Resolutions and Ordinances were adopted by a majority of the members of the City Council, as the legislative body of the District, at meetings duly called, noticed and conducted, at which a quorum was present and acting throughout and constitutes all action necessary to be taken by the District for the execution, delivery and issuance of the Bonds and the execution, delivery and due performance of the District Documents;
(d) at the time of acceptance hereof by the District, and (unless an event occurs of the nature described in Section 6(k)) at all times during the period from the date of this Purchase Agreement to and including the date which is twenty-five (25) days following the End of the Underwriting Period for the Bonds (as determined in accordance with Section 6(j)), the statements and information contained in the Preliminary Official Statement as of its date, and the Official Statement as of its date (excluding the information under the caption “UNDERWRITING” and contained in Appendix C—“BOOK ENTRY ONLY SYSTEM”) are true, correct and complete in all material respects and such statements with respect to the Preliminary Official Statement do not, and with respect to the Official Statement will not, omit to state any material fact necessary to make such statements, in the light of the circumstances under which they were made, not misleading;
(e) the District is not in violation or breach of or default under any applicable constitutional provision, law or administrative rule or regulation of the State of California or the United States of America, or any agency or instrumentality of either of them, or any applicable judgment or decree, or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the District 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 violation or a breach of or a default under any such instrument; (f) at the date hereof and on the Closing Date, the District will be in compliance in all respects with the material covenants and agreements contained in the District Documents and no event of default and no event which, with the passage of time or giving of notice, or both, would constitute an event of default thereunder shall have occurred and be continuing; (g) other than as set forth in the Preliminary Official Statement and the Official Statement, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, or by or before any court, governmental agency, public board or body, pending or threatened against the District: (i) wherein an unfavorable decision, ruling or finding would adversely affect the existence of the District or the title of any official of the District to such person’s office; (ii) seeking to restrain or enjoin the issuance, sale or delivery of the Bonds, or the assignment by the District of its rights under the Fiscal Agent Agreement; (iii) in any way contesting or affecting the validity or enforceability of the District Documents or the Bonds; (iv) contesting in any way the completeness or accuracy of the Preliminary Official Statement or Official Statement; or (v) contesting the power of the District or its authority with respect to the Bonds or the District Documents, nor is there any basis for any such action, suit, proceeding, inquiry or investigation, wherein an unfavorable decision, ruling or finding would materially adversely 642

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affect the validity of the District Documents or the authorization, execution, delivery or performance by the District of the Bonds or the District Documents; (h) the District will furnish such information, execute such instruments and take such other action not inconsistent with law in cooperation with the Underwriters which the Underwriters may reasonably request in order for the Underwriters to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriters may designate and to determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions; provided, however, that in no event shall the District be required to take any action which would subject it to service of process in any jurisdiction in which it is not now subject, and the District will use its best efforts to advise the Representative promptly of receipt by the District of any written notification with respect to the suspension of the qualification of the Bonds for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose; (i) all approvals, consents and orders of any governmental authority or agency having jurisdiction in the matter which would constitute a condition precedent to the due performance by the District of its obligations under the District Documents or the Bonds have been duly obtained or made, and are, and will be on the Closing Date, in full force and effect; (j) as used in this Purchase Agreement, the term “End of the Underwriting Period” for the Bonds shall mean the earlier of: (i) the Closing Date unless the District shall have been notified in writing to the contrary by the Representative on or prior to the Closing Date; or (ii) the date on which the End of the Underwriting Period for the Bonds has occurred under Rule 15c2-12; provided however that, unless otherwise notified in writing by the Representative, the District may treat the Closing Date as the End of the Underwriting Period for the Bonds; (k) if between the date of delivery of the Official Statement and the date that is twenty-five (25) days after the End of the Underwriting Period (i) any event shall occur or any fact or condition shall become known to the District that would cause the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, the District shall notify the Underwriters thereof; and (ii) if in the reasonable opinion of the District, the Underwriters, or their respective counsel, such event, fact or condition requires the preparation and publication of a supplement or amendment to the Official Statement, the District will at its expense supplement or amend the Official Statement in a form and in a manner approved by the Underwriters, which approval shall not be unreasonably withheld, so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time the Official Statement is delivered to prospective purchasers, not misleading. For the purposes of this subsection, between the date hereof and the date which is 25 days after the End of the Underwriting Period for the Bonds, the District will furnish such information with respect to itself as the Underwriters may from time to time reasonably request;
(l) if the information contained in the Official Statement relating to the District is amended or supplemented pursuant to Section (6k), at the time of such supplement or 643

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amendment thereto and (unless subsequently again supplemented or amended pursuant to such subparagraph) at all times subsequent thereto up to and including the date which is twenty-five (25) days after the End of the Underwriting Period for the Bonds, the portions of the Official Statement so supplemented or amended (including any financial and statistical data contained therein), will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make such information therein, in the light of the circumstances under which it was made, not misleading;
(m) after the Closing, the District will not participate in the issuance of any amendment of or supplement to the Official Statement to which, after being furnished with a copy, the Underwriters shall reasonably object in writing;
(n) any certificate signed by any officer of the District and delivered to the Underwriters pursuant to the Fiscal Agent Agreement or this Purchase Agreement or any document contemplated thereby shall be deemed a representation and warranty by the District to the Underwriters as to the statements made therein and that such officer shall have been duly authorized to execute the same;
(o) to the best knowledge of the District, there is no public vote or referendum pending or proposed, the results of which could materially adversely affect the transactions contemplated by the Official Statement or the District Documents or the Bonds, or the validity or enforceability of the Bonds;
(p) the District will apply the proceeds from the sale of the Bonds for the purposes specified in the Fiscal Agent Agreement and as described in the Official Statement; (q) any certificate signed by any authorized official of the City on behalf of the District, and delivered to the Underwriters in connection with the execution and delivery of the Bonds, shall be deemed a representation and warranty by the District to the Underwriters as to the statements made therein; and
(r) except as otherwise disclosed in the Preliminary Official Statement and the Official Statement, the District is in compliance in all material respects with all of its prior continuing disclosure undertakings entered into pursuant to Rule 15c2-12 in the previous five years and at or prior to the Closing Date, the District shall have duly authorized, executed and delivered the Continuing Disclosure Certificate.

Section 7. Representations, Warranties, Covenants and Agreements of the Authority. The Authority represents, warrants, covenants and agrees with the Underwriters and the District as follows:
(a) the Authority is a public body corporate and politic, organized and existing under the laws of the State of California with full right, power and authority to execute, deliver and perform its obligations under this Purchase Agreement;
(b) the Authority adopted a resolution on March , 2025 (the “Authority Resolution”) at a duly noticed meeting at which a quorum was present and acting throughout, authorizing and approving the execution and delivery of, and the performance by the Authority 644

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of its obligations contained in this Purchase Agreement and as of the date hereof, the Authority Resolution is in full force and effect and has not been amended, modified or rescinded; and when executed and delivered, this Purchase Agreement will constitute the legally valid and binding obligation of the Authority enforceable upon the Authority in accordance with its 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; (c) as of the time of acceptance hereof and the Closing Date, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, is pending with respect to which the Authority has been served with process or known to be threatened: (i) in any way questioning the corporate existence of the Authority or the titles of the officers of the Authority to their respective offices; or (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 this Purchase Agreement or the consummation of the transactions contemplated thereby, and there is no basis for any action, suit, proceeding, inquiry or investigation of the nature described in clauses (i) and (ii);
(d) all authorizations, approvals, licenses, permits, consents, elections and orders of or filings with any governmental authority, legislative body, board, agency or commission having jurisdiction in the matters which are required for the due authorization of or which would constitute a condition precedent to or the absence of which would adversely affect the due performance by the Authority of, its obligations in connection with this Purchase Agreement have been duly obtained or made and are in full force and effect; and (e) the purchase and sale of the Bonds by the Authority is not subject to any transfer or other documentary stamp taxes of the State of California or any political subdivision thereof.

Section 8. Closing. At 9:00 A.M., California time, on [CLOSING DATE], 2025, or on such earlier or later date as may be mutually agreed upon by parties hereto (the “Closing Date”), the District will deliver or cause to be delivered to the Representative the duly executed Bonds through the facilities of The Depository Trust Company in New York, New York, and will deliver or cause to be delivered at the offices of Lozano Smith, LLP (“Bond Counsel”), in Sacramento, California, or such other place as shall have been mutually agreed upon by the parties, the other documents described herein; and the Representative, on behalf of the Underwriters, shall pay the purchase price of the Bonds as set forth in Section 1 of this Purchase Agreement to the order of the Fiscal Agent in immediately available funds.

The Bonds shall be issued in fully registered form. It is anticipated that CUSIP identification numbers will be inserted on the Bonds, but neither the failure to provide such numbers nor any error with respect thereto shall constitute a cause for failure or refusal by the Representative to accept delivery of the Bonds in accordance with the terms of this Purchase Agreement.
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Section 9. Termination. The Underwriters shall have the right to cancel its obligation to purchase the Bonds by written notification from the Representative to the District if at any time after the date of this Purchase Agreement and prior to the Closing:
(a) any event shall have occurred or any fact or condition shall have become known which, in the reasonable judgment of the Underwriters upon consultation with the District, Bond Counsel and Disclosure Counsel (as defined herein), either (i) makes untrue or incorrect in any material respect any statement or information contained in the Official Statement; or (ii) is not reflected in the Official Statement but should be reflected therein in order to make the statements and information contained therein not misleading in any material respect and, in either such event, the District refuses to permit the Official Statement to be supplemented to supply such statement or information, or the effect of the Official Statement as so supplemented is to materially adversely affect the market price or marketability of the Bonds or the ability of the Underwriters to enforce contracts for the sale of the Bonds; or (b) legislation shall be enacted, or a decision by a court of the United States shall be rendered, or any action shall be taken by, or on behalf of, the Securities and Exchange Commission which in the reasonable opinion of the Representative has the effect of requiring the Bonds to be registered under the Securities Act of 1933, as amended, or requires the qualification of the Fiscal Agent Agreement under the Trust Indenture Act of 1939, as amended; or (c) any of the following occurs and is continuing as of the Closing Date which, in the reasonable judgment of the Representative (set forth in a written notice from the Underwriters to the District terminating the obligation of the Representative to accept delivery of and make payment for the Bonds), has a material adverse effect on the marketability or market price of the Bonds, at the initial offering prices set forth in the Exhibit A attached hereto, or the Underwriters’ ability to process and settle transactions:
(i) legislation introduced in or enacted (or resolution passed) by the Congress of the United States of America or recommended to the Congress by the President of the United States, the Department of the Treasury, the Internal Revenue Service, or any member of Congress, or favorably reported for passage to either House of Congress by any committee of such House to which such legislation had been referred for consideration or a decision rendered by a court established under Article III of the Constitution of the United States of America or by the Tax Court of the United States of America, or an order, ruling, regulation (final, temporary or proposed), press release or other form of notice issued or made by or on behalf of the Treasury Department or the Internal Revenue Service of the United States of America, with the purpose or effect, directly or indirectly, of imposing federal income taxation upon the interest that would be received by the holders of the Bonds beyond the extent to which such interest is subject to taxation as of the date hereof; or
(ii) an amendment to the Constitution of the State of California shall have been passed or legislation shall have been enacted by the California legislature, or a decision shall have been rendered by a court of the State of California, in each case which may have the purpose or effect of subjecting interest on the Bonds to State income tax; or 646

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(iii) (A) the declaration of war or the escalation of, or engagement in, military hostilities by the United States or the occurrence of any other national or international emergency, calamity or crisis relating to the effective operation of the government of, or the financial community in, the United States, or (B) the sovereign debt rating of the United States is downgraded by any major credit rating agency or a payment default occurs on United States Treasury obligations; or
(iv) the declaration of a general banking moratorium by any federal, New York or State of California authorities; or
(v) a general suspension of trading or other material restrictions on the New York Stock Exchange or other national securities exchange not in effect as of the date hereof; or
(vi) an order, decree or injunction of any court of competent jurisdiction, or order, ruling, regulation or official statement by the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, issued or made to the effect that the delivery, offering or sale of obligations of the general character of the Bonds, or the delivery, 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 (vii) the New York Stock Exchange or other national securities exchange or any governmental authority, shall impose, as to the Bonds or as to obligations of the general character of the Bonds, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or the charge to the net capital requirements of, Underwriters; or
(viii) litigation of the type identified in Sections 6(g) or 7(c) hereof; or (ix) a material disruption in municipal bond market securities settlement, payment or clearance services affecting the Bonds shall have occurred.

Section 10. Closing Conditions. The Underwriters hereby enter into this Purchase Agreement in reliance upon the representations and warranties of the District and the Authority contained herein and the representations and warranties to be contained in the documents and instruments to be delivered on the Closing Date, and upon the performance by the District, the Authority and the Fiscal Agent of their respective obligations both on and as of the date hereof and as of the Closing Date. Accordingly, the obligations of the Underwriters under this Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall be subject, at the option of the Underwriters, to the accuracy in all material respects of the representations and warranties of the District and the Authority contained herein as of the date hereof and as of the Closing Date, to the accuracy in all material respects of the statements of the officers and other officials of the District, the Authority and the Fiscal Agent made in any certificate or document furnished pursuant to the provisions hereof, to the performance by the District, the Authority and the Fiscal Agent of their respective obligations to be performed hereunder and under the District 647

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Documents, at or prior to the Closing Date, to the issuance, sale and delivery to the Underwriters of the Bonds, and also shall be subject to the following additional conditions:
(a) the Underwriters shall receive, within seven (7) business days after the date hereof, copies of the Official Statement (including all information permitted to have been omitted from the Preliminary Official Statement by the Rule 15c2-12 and any amendments or supplements as have been approved by the Underwriters), in such reasonable quantity as the Underwriters shall have requested;
(b) on the Closing Date, the representations, warranties, covenants and agreements of the District and the Authority in this Purchase Agreement shall be true, complete and correct on and as of the Closing Date; and the District Documents shall have been duly authorized, executed and delivered by the District, all in substantially the forms heretofore submitted to the Underwriters, with only such changes as shall have been agreed to in writing by the Underwriters, and shall be in full force and effect; and there shall be in full force and effect such resolution or resolutions of the Authority and the District as, in the opinion of Bond Counsel, shall be necessary or appropriate in connection with the transactions contemplated hereby; (c) on the Closing Date, all necessary action of the District relating to the execution and delivery of the Bonds will have been taken and will be in full force and effect and will not have been amended, modified or supplemented; and
(d) at or prior to the Closing Date, the Underwriters shall have received the following additional documents, in each case satisfactory in form and substance to the Underwriters:
(i) the Resolutions and Ordinances, together with a certificate dated as of the Closing Date, signed on behalf of the City by a duly authorized officer of the City, to the effect that the Resolutions and Ordinances listed in Exhibit C, adopted by the City Council, as the legislative body of the District, are true, correct and complete copies of the Resolutions and Ordinances duly adopted by the City Council; (ii) the District Documents duly executed and delivered by the parties thereto; (iii) the Preliminary Official Statement, and the Official Statement duly executed by the District;
(iv) the approving opinion of Bond Counsel, dated the Closing Date and addressed to the District, in substantially the form attached to the Official Statement as Appendix B, together with a letter of Bond Counsel, addressed to the Underwriters, to the effect that such opinion may be relied upon by the Underwriters to the same extent as if such opinion were addressed to them;
(v) the supplemental opinion of Bond Counsel, dated the Closing Date and addressed to the Underwriters, substantially to the effect that: (A) the District is duly organized and validly existing under the Constitution and laws of the State of California with full right, power and authority to execute, deliver, and perform its obligations under the District Documents; (B) this Purchase Agreement and the Continuing Disclosure Certificate have been duly authorized, executed and delivered by the District and 648

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(assuming due authorization, execution and delivery by and validity against the other parties thereto, as applicable) are valid and binding agreements of the District, and are enforceable against the District in accordance with their terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium or other laws affecting the enforceability of creditors’ rights generally, by the application of equitable principles, by the possible unavailability of specific performance or injunctive relief, and by the limitations on legal remedies imposed on actions against public agencies in the State; (C) the Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Fiscal Agent Agreement is exempt from qualification under the Trust Indenture Act of 1939, as amended; and (D) the statements contained in the Official Statement under the captions “THE BONDS,” “SECURITY FOR THE BONDS” and “TAX MATTERS” and contained in Appendices A and B, insofar as such statements expressly summarize certain provisions of the Bonds, the Fiscal Agent Agreement and the final approving opinion of Bond Counsel concerning certain federal tax matters relating to the Bonds, are accurate in all material respects;
(vi) the opinion of the City Attorney of the City of West Sacramento, as counsel to the District, dated the Closing Date and addressed to the Underwriters, to the effect that: (A) the District is duly organized and validly existing under the Constitution and laws of the State of California, with full right, power and authority to execute, deliver, and perform its obligations under the District Documents; (B) the District Resolutions approving and authorizing the execution and delivery of the District Documents and the Preliminary Official Statement were duly adopted at meetings of the City Council, as the legislative body of the District, which were called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, and are in full force and effect and have not been amended or repealed since their respective adoption dates; (C) no material litigation is pending, with service of process having been accomplished or, to the knowledge of the District, threatened, concerning the validity of the Bonds, the corporate existence of the District, or the title of the officers of the District who will execute the Bonds as to their respective offices; (D) the execution and delivery of the District Documents and the Official Statement, the adoption of the Resolutions and Ordinances, the issuance of the Bonds and compliance by the District with the provisions of the foregoing, under the circumstances contemplated thereby; do not: (a) to our current actual knowledge breach, or result in a default under any material agreement or other instrument to which the District is a party or by which the District is bound; or (b) to our current actual knowledge breach or otherwise violate any existing obligation of the District under any court order or consent decree to which the District is subject (for purposes of such opinion, such counsel may deem an agreement or instrument to be material only if it obligates the District to payments in any year of more than $100,000); (E) the Official Statement has been duly authorized, executed and delivered and the Bonds and the District Documents each have been duly authorized, executed, and delivered by the District and, assuming their due authorization, execution and delivery by and enforceability against the other parties thereto, constitute the valid and binding agreements of the District enforceable in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium, or other 649

EXHIBIT C
4922-9944-3225 15 Bond Purchase Agreement
laws relating to or affecting the enforcement of creditors’ rights generally; by the application of general principles of equity, including without limitation concepts of materiality, reasonableness, good faith, and fair dealing, regardless of whether considered in a proceeding in equity or at law; the possible unavailability of specific performance or injunctive relief; and by the limitations imposed on actions against governmental entities in the State of California; and (F) no authorization, approval, consent, or other order of the State of California or any other governmental authority or agency within the State of California having jurisdiction over the District is required for the valid authorization, execution, delivery and performance by the District of the District Documents, the valid issuance of the Bonds or the adoption of the District Resolutions which has not been obtained;
(vii) an opinion of counsel to the Authority, dated the Closing Date and addressed to the District and the Underwriters satisfactory in form and substance to Bond Counsel, the District and the Underwriters, substantially to the following effect: (A) this Purchase Agreement has been duly authorized, executed and delivered by the Authority and constitutes the valid, legal and binding agreement of the Authority enforceable in accordance with its terms; (B) the Authority is a joint powers authority duly organized and validly existing under the laws of the State of California; (C) the Authority Resolution approving and authorizing the execution and delivery of this Purchase Agreement has been duly adopted and the Authority Resolution is in full force and effect and has not been modified, amended or rescinded; and (D) no action, suit, proceeding, hearing or investigation of which notice has been served on the Authority is pending or, to the best of such counsel’s knowledge, threatened against the Authority: (1) in any way affecting the existence of the Authority or in any way challenging the respective powers of the several offices or the titles of the officials of the Authority to such offices; or (2) seeking to restrain or enjoin the issue of any of the Bonds; (viii) A letter, dated the Closing Date and addressed to the Underwriters, of Disclosure Counsel, to the effect that Disclosure Counsel is not passing upon and has not undertaken to determine independently or to verify the accuracy or completeness of the statements contained in the Preliminary Official Statement, and the Official Statement, and is, therefore, unable to make any representation to the Underwriter in that regard, but on the basis of its participation in conferences with representatives of the City, the City Attorney, Bond Counsel, Del Rio Advisors, LLC, representatives of the Underwriters and others, during which conferences the content of the Preliminary Official Statement and the Official Statement and related matters were discussed, and its examination of certain documents, and, in reliance thereon and based on the information made available to it in its role as Disclosure Counsel and its understanding of applicable law, Disclosure Counsel advises the Underwriters as a matter of fact, but not opinion, that no information has come to the attention of the attorneys in the firm working on such matter which has led them to believe that the Preliminary Official Statement (except for the completion of pricing information and any other matters or terms of the Bonds relating thereto) as of its date and as of the date hereof and the Official Statement as of its date and as of the Closing Date (excluding therefrom the financial and statistical data, forecasts, charts, numbers, estimates, projections, assumptions and expressions of opinion included in the Preliminary Official Statement or the Official Statement, information regarding DTC and 650

EXHIBIT C
4922-9944-3225 16 Bond Purchase Agreement
its book-entry system and the information set forth in the Appendices thereto, as to all of which no opinion is expressed) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and advising the Underwriter that, other than reviewing the various certificates and opinions required by this Purchase Agreement regarding the Official Statement, Disclosure Counsel has not taken any steps since the date of the Official Statement to verify the accuracy of the statements contained in the Preliminary Official Statement or the Official Statement;
(ix) the opinion of Kutak Rock LLP, counsel to the Underwriters (“Underwriters’ Counsel”), dated the Closing Date and addressed to the Underwriters, in form and substance and acceptable to the Underwriters; (x) the opinion of the City Attorney to the City of West Sacramento dated the Closing Date and addressed to the Underwriters, to the effect that the (i) Resolution [ ] approving and authorizing the execution of the Irrevocable Pledge (the “City Resolution”) has been duly adopted at a meeting of the City Council, which was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, and to such counsel’s current actual knowledge, the respective City Resolution is in full force and effect and has not been modified, amended, rescinded or repealed since the respective dates of their adoption; (ii) the Irrevocable Pledge has been duly authorized, executed and delivered by the City and assuming its due authorization, execution, and delivery by and enforceability against the other parties thereto, constitutes the valid and binding obligation of the City enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium, or other laws relating to or affecting the enforcement of creditors’ rights generally; by the application of general principles of equity, including without limitation concepts of materiality, reasonableness, good faith, and fair dealing, regardless of whether considered in a proceeding in equity or at law; the possible unavailability of specific performance or injunctive relief; and by the limitations imposed on actions against governmental entities in the State of California; and (iii) the execution and delivery of the Irrevocable Pledge by the City and compliance by the City with the provisions of the Irrevocable Pledge under the circumstances contemplated thereby do not: (a) to our current actual knowledge breach, or result in a default under any material agreement or other instrument to which the City is a party or by which the City is bound; or (b) to our current actual knowledge breach or otherwise violate any existing obligation of the City under any court order or consent decree to which the City is subject (for purposes of such opinion, such counsel may deem an agreement or instrument to be material only if it obligates the City to payments in any year of more than $100,000);
(xi) Opinion of counsel to the Fiscal Agent, dated the Closing Date, addressed to the Underwriters and the District, as applicable, to the effect that the Fiscal Agent is a national banking association duly organized and validly existing under the laws of the United States of America having full power and being qualified to enter into, accept and agree to the provisions of the Fiscal Agent Agreement, and that such document has been 651

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4922-9944-3225 17 Bond Purchase Agreement
duly authorized, executed and delivered by the Fiscal Agent and, assuming due execution and delivery by the other parties thereto, constitutes the legal, valid and binding obligation of the Fiscal Agent, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights in general and except as such enforceability may be limited by the application of equitable principles if equitable remedies are sought; (xii) a certificate dated the Closing Date, signed by a duly authorized official of the City on behalf of the District, in form and substance satisfactory to the Underwriters, to the effect that: (A) the representations and warranties of the District contained in the 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; (B) the District has complied with the requirements of the District Documents required to be complied with on and as of the Closing Date with respect to the Bonds; and (C) no event affecting the District has occurred since the date of the Official Statement which should be disclosed therein or in any supplement or amendment thereto which event should be disclosed in the Official Statement in order to make the statements therein not misleading; (xiii) a certificate of the Authority, dated the Closing Date, signed on behalf of the Authority by a duly authorized officer of the Authority to the effect that: (A) the representations, warranties and covenants of the Authority contained herein are true and correct in all material respects on and as of the Closing Date as if made on the Closing Date; and (B) the Authority has complied with all of the terms and conditions of this Purchase Agreement required to be complied with by the Authority at or prior to the Closing Date;
(xiv) a certificate of the City of West Sacramento dated the Closing Date signed on behalf of the City by a duly authorized officer of the City to the effect that the Irrevocable Pledge has been duly approved by the City Resolution prior to the acceptance hereof; the City Resolution is in full force and effect and has not been amended, modified, rescinded or challenged by referendum; and the City has duly authorized and approved the execution and delivery of, and the performance by the City of its obligations contained in, the Irrevocable Pledge;
(xv) Certificates of the Fiscal Agent, each addressed to the Underwriters and the District, dated the Closing Date, to the effect that: (i) the Fiscal Agent is authorized to carry out corporate trust powers, and has full power and authority to perform its duties under the Fiscal Agent Agreement; (ii) the Fiscal Agent is duly authorized to execute and deliver the Fiscal Agent Agreement, to accept the obligations created by the Fiscal Agent Agreement and to authenticate the Bonds pursuant to the terms of the Fiscal Agent Agreement; (iii) assuming due authorization, execution and delivery thereof by the District and the other parties thereto, constitute valid and binding agreements of the Fiscal Agent, enforceable against the Fiscal Agent, in accordance with its terms, and the Bonds have been authenticated in accordance with the IFD Law and the District Documents by a duly authorized officer or signatory of the Fiscal Agent; (iv) no consent, approval, authorization or other action by any governmental or regulatory authority having jurisdiction over the Fiscal Agent that has not been obtained is or will be required 652

EXHIBIT C
4922-9944-3225 18 Bond Purchase Agreement
for the authentication of the Bonds or the consummation by the Fiscal Agent of the other transactions contemplated to be performed by the Fiscal Agent in connection with the authentication of the Bonds and the acceptance and performance of the obligations created by the Fiscal Agent Agreement; and (v) to the best of its knowledge, compliance with the terms of the Fiscal Agent Agreement, will not conflict with, or result in a violation or breach of, or constitute a default under, any loan agreement, indenture, bond, note, resolution or any other agreement or instrument to which the Fiscal Agent is a party or by which it is bound, or any law or any rule, regulation, order or decree of any court or governmental agency or body having jurisdiction over the Fiscal Agent or any of its activities or properties;
(xvi) a certificate of Keyser Marston Associates, Inc. (the “Fiscal Consultant”) to the effect that the report of the Fiscal Consultant (the “Fiscal Consultant Report”) contained in the Official Statement and the information set forth under the captions “SECURITY FOR THE BONDS” and “PROPERTY TAXATION IN CALIFORNIA” noted as sourced to the Fiscal Consultant, and under the caption “THE CITY OF WEST SACRAMENTO INFRASTRUCTURE FINANCING DISTRICT NO. 1 (BRIDGE DISTRICT AREA” footnoted or noted as sourced to the Fiscal Consultant, or under the captions “RISK FACTORS—Concentration of Property Ownership,” “RISK FACTORS—Reduction in Taxable Value” and “RISK FACTORS—Estimated Revenues” in the Official Statement to the best of the Fiscal Consultant’s knowledge do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, consenting to the use of the Fiscal Consultant Report in the Preliminary Official Statement and the Official Statement and stating that to the best of the Fiscal Consultant’s knowledge, nothing has to come to the Fiscal Consultant’s attention between the date of the Fiscal Consultant Report and the Closing Date which would materially alter any of the conclusions set forth in the Fiscal Consultant Report; (xvii) a certificate, dated the date of Closing, signed by an authorized officer of Del Rio Advisors, LLC, the District’s Municipal Advisor, addressed to the Underwriters and the District and without having undertaken any investigation, to the effect that, in connection with its role in the preparation of the Official Statement, nothing has come to the attention of the Municipal Advisor that would lead it to believe that the statements and information contained in the Preliminary Official Statement and the Official Statement as of the date thereof and the date of the Closing, contains an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading;
(xviii) the Report of Proposed Debt Issuance Sale required to be delivered to the California Debt and Investment Advisory Commission pursuant to Section 8855(i) and 53583 of the Government Code of the State of California; (xix) the Blanket Letter of Representations of the District to DTC, relating to the book-entry only system for the Bonds;
653

EXHIBIT C
4922-9944-3225 19 Bond Purchase Agreement
(xx) A judgment of the Superior Court of the State of California in and for the County of Yolo in a judicial validation action related to the District and the Bonds (Case No. CV2024-2495).
(xxi) such additional legal opinions, certificates, instruments, or evidences thereof and other documents as Underwriters’ Counsel or Bond Counsel may reasonably request to evidence the due authorization, execution and delivery of the Bonds and the conformity of the Fiscal Agent Agreement with the terms of the Bonds, all as summarized in the Official Statement.

All of the opinions, letters, certificates, instruments and other documents mentioned above or elsewhere in this Purchase Agreement will be deemed to be in compliance with the provisions hereof if and only if they are in form and substance satisfactory to the Underwriters.

If the District shall be unable to satisfy the conditions to the Underwriters’ obligations contained in this Purchase Agreement or if the Underwriters’ obligations shall be terminated for any reason permitted herein, all obligations of the Underwriters hereunder may be terminated by the Representative at, or at any time prior to, the Closing Date by written notice to the District and neither the Underwriters nor the District shall have any further obligations hereunder, except the respective obligations of the parties set forth in Section 11 hereof.

Section 11. Expenses.
(a) Except for those expenses assigned to the Underwriters pursuant to Section 11(b) hereof, the Underwriters shall be under no obligation to pay, and the District shall pay, any expenses incident to the performance of the District’s obligations under this Purchase Agreement and the fulfillment of the conditions imposed hereunder, including but not limited to: (i) the fees and disbursements of Bond Counsel and Disclosure Counsel; (ii) the fees and disbursements of the Municipal Advisor; (iii) fees and disbursements of the City, (iv) the fees and disbursements of any counsel, auditors, engineers, consultants or others retained by the District or the City in connection with the transactions contemplated herein; (v) the costs of preparing and printing the Bonds; (vi) the costs of the printing of the Preliminary Official Statement and the Official Statement (and any amendments or supplements thereto); and (viii) any fees charged by investment rating agencies for any rating of the Bonds. (b) The Underwriters shall pay all expenses incurred by the Underwriters in connection with the offering and distribution of the Bonds, including but not limited to: (i) all advertising expenses in connection with the offering of the Bonds; (ii) the costs of printing any Blue Sky memorandum used by the Underwriters; (iii) all out of pocket disbursements and expenses incurred by the Underwriters in connection with the offering and distribution of the Bonds, including the fees of the CUSIP Service Bureau for the assignment of CUSIP numbers and CDIAC fees; and (iv) all other expenses incurred by the Underwriters in connection with the offering and distribution of the Bonds, including the fees and disbursements of Underwriters’ Counsel.

Section 12. Notices. Any notice or other communication to be given to the District or the Authority under this Purchase Agreement may be given by delivering the same in writing at 654

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4922-9944-3225 20 Bond Purchase Agreement
the District’s or the Authority’s respective addresses set forth above, and any notice or other communication to be given to the Underwriters under this Purchase Agreement may be given by delivering the same in writing to the Representative: Piper Sandler & Co., 2321 Rosecrans Avenue, Suite 3200, El Segundo, California 90245, Attention: Public Finance.

Section 13. Parties in Interest. This Purchase Agreement is made solely for the benefit of the District, Authority and the Underwriters (including the successors or assigns of the Underwriters) and no other person shall acquire or have any right hereunder or by virtue hereof.

All of the representations and warranties of the parties hereto contained in this Purchase Agreement shall remain operative and in full force and effect, regardless of: (a) any investigations made by or on behalf of the Underwriters or the District; or (b) delivery of and payment for the Bonds. The agreements contained in Section 13 herein shall survive any termination of this Purchase Agreement.

Section 14. Severability. In the event that any provision of this Purchase Agreement shall be held or deemed to be invalid, inoperative or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof.

Section 15. Governing Law; Venue. This Purchase Agreement shall be governed and interpreted exclusively by and construed in accordance with the laws of the State of California applicable to contracts made and to be performed in the State of California. Any and all disputes or legal actions or proceedings arising out of this Purchase Agreement or any document related hereto shall be filed and maintained in a court of competent jurisdiction for matters arising in the City of West Sacramento, California. By execution of and delivery of this Purchase Agreement, the parties hereto accept and consent to the aforesaid jurisdiction.

Section 16. Execution in Counterparts. This Purchase Agreement may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute the Purchase Agreement by signing any such counterpart.

Section 17. Entire Agreement. This Purchase Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Purchase Agreement) that relate to the offering of the Bonds, represents the entire agreement between the District, the Authority and the Underwriters with respect to the preparation of the Official Statement, the conduct of the offering and the purchase and sale of the Bonds. In the event of a dispute between the parties under this Purchase Agreement, the losing party in such dispute shall pay all reasonable costs and expenses incurred by the prevailing party in connection therewith, including but not limited to attorneys’ fees.

Section 18. Fiduciary Duty. The District acknowledges that in connection with the offering of the Bonds: (a) the purchase and sale of the Bonds pursuant to this Purchase Agreement is an arm’s-length commercial transaction among the District, the Authority and the Underwriters; (b) in connection therewith and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriters are and have been acting solely as principals and are not acting as agents or Municipal Advisors (as such term is defined in Section 15B of the Securities Exchange Act of 1934, as amended) financial advisors or fiduciaries; (c) the Underwriters have not assumed an advisory or fiduciary responsibility in 655

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4922-9944-3225 21 Bond Purchase Agreement
favor of the District or the Authority with respect to the offering of the Bonds or the discussions, undertakings, and proceedings leading thereto (irrespective of whether the Underwriters have provided other services or is currently providing other services to the District or the Authority on other matters); (d) the District and the Authority have consulted their own legal, financial and other advisors to the extent that they have deemed appropriate in connection with the offering of the Bonds; and (e) the Underwriters may have interests that differ from those of the District and the Authority. The District and the Authority waive to the full extent permitted by applicable law any claims that they may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Bonds. [Remainder of page intentionally blank – signature page follows] 656
4922-9944-3225 S-1 Bond Purchase Agreement
Section 19. Effectiveness. This Purchase Agreement shall be effective as of the date set forth above upon the acceptance hereof by authorized officers of the District and the Authority and shall be valid and enforceable as of the time of such acceptance.

Very truly yours,
PIPER SANDLER & CO., as Representative of
the Underwriters
By:_____________________________________
Authorized Representative
ACCEPTED AS OF [SALE DATE]
at _____ p.m. (PDT)

CITY OF WEST SACRAMENTO

INFRASTRUCTURE
FINANCING DISTRICT NO. 1
(BRIDGE DISTRICT AREA)
By:
[Executive Director]

WEST SACRAMENTO FINANCING AUTHORITY
By:
[Executive Director]
657

EXHIBIT C
4922-9944-3225 A-1 Bond Purchase Agreement

EXHIBIT A
$[PRINCIPAL AMOUNT]

CITY OF WEST SACRAMENTO
INFRASTRUCTURE FINANCING DISTRICT NO. 1 (BRIDGE DISTRICT AREA) TAX INCREMENT BONDS, SERIES 2025
Maturity Date
(September 1)
Principal
Amount
Interest
Rate Yield
Initial
Offering
Price
10%
Test
Met*
10%
Test
Not
Met
Hold
the
Offering
Price
Rule
Used

T Indicates Term Bond.

C Priced to optional redemption on September 1, 20 at a price of _____% of par. * At the time of execution of this Purchase Agreement and assuming orders are confirmed by the close of the business day immediately following the date of this Purchase Agreement.

Optional Redemption. The Series 2025 Bonds maturing on or after September 1, 20 , are subject to redemption prior to their respective stated maturities, at the option of the District, from any source of available funds, as a whole or in part (by such maturities as may be specified by the District by lot within a maturity) on any date on or after September 1, 20 , at the following redemption prices (computed upon the principal amount of Series 2025 Bonds called for redemption), together with interest to the date fixed for redemption:

Redemption Period
(Both Dates Inclusive) Redemption Price
658

EXHIBIT C
4922-9944-3225 A-2 Bond Purchase Agreement
Mandatory Sinking Account Redemption; Term Bonds. The Series 2025 Bonds maturing on September 1, 20 (the “20____ Term Bonds”), and September 1, 20 (the “20 Term Bonds”), are subject to redemption prior to their respective stated maturities, at random, from amounts deposited in the 20 Term Bonds Sinking Account, the 20 Term Bonds Sinking Account, and the 20_____ Term Bonds Sinking Account, respectively, in the following amounts and on the following dates, at the principal amount thereof, without premium, together with interest to the date fixed for redemption:
20_____ Term Bonds
Mandatory Redemption
Dates
(September 1)
Principal
Amount
*Maturity
20_____ Term Bonds
Mandatory Redemption
Dates
(September 1)
Principal
Amount
*Maturity
659

EXHIBIT C
4922-9944-3225 B-1 Bond Purchase Agreement

EXHIBIT B

FORM OF ISSUE PRICE CERTIFICATE
$[PRINCIPAL AMOUNT]

CITY OF WEST SACRAMENTO
INFRASTRUCTURE FINANCING DISTRICT NO. 1 (BRIDGE DISTRICT AREA) TAX INCREMENT BONDS, SERIES 2025
[CLOSING DATE], 2025
The undersigned, Piper Sandler & Co. (the “Representative”), on behalf of itself and Hilltop Securities Inc., hereby certifies as set forth below with respect to the sale and issuance of the above-captioned obligations (the “Bonds”) of the City of West Sacramento Infrastructure Financing District No. 1 (Bridge District Area) (the “Issuer”).

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

2. Defined Terms.
(a) 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.
(b) 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% common ownership, directly or indirectly. (c) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public).

The representations set forth in this certificate are limited to factual matters only.

Nothing in this certificate represents the Representative’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 with respect to the Bonds and with respect to compliance with the federal income tax rules affecting the Bonds, and by Lozano Smith, LLP, in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the 660

EXHIBIT C
4922-9944-3225 B-2 Bond Purchase Agreement
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.

IN WITNESS WHEREOF, the undersigned has executed this certificate on the date first set forth above.

PIPER SANDLER & CO., as Representative
By:

Name:
661

EXHIBIT C
4922-9944-3225 B-3 Bond Purchase Agreement

SCHEDULE A

SALE PRICES OF THE GENERAL RULE MATURITIES
(Attached)
662

EXHIBIT C
4922-9944-3225 C-1 Bond Purchase Agreement

EXHIBIT C

RESOLUTIONS AND ORDINANCES
Resolution 14-38 adopted by the City Council on June 4, 2014 (the “Resolution of Intention”), approving the initiation of proceedings to establish the City of West Sacramento Infrastructure Financing District No. 1 (Bridge District Area) Ordinance 14-12 adopted by the City Council on October 8, 2014, adopted the Infrastructure Financing Plan and established the IFD
Resolution 24-86 adopted by the City Council, as legislative body of the IFD, on August 21, 2024, approving the issuance of bonds by the IFD
Resolution ______ adopted by the City Council, as legislative body of the IFD, on _________, 2025 approving the issuance and sale of IFD Series 2025 Bonds and documents related thereto, including the Fiscal Agent Agreement, the Bond Purchase Agreement, the Preliminary Official Statement, the final Official Statement, and the Irrevocable Pledge of IFD Revenues.
663
PRELIMINARY OFFICIAL STATEMENT DATED ______________, 2025 4934-9230-1063
This Preliminary Official Statement and the information contained herein are subject to completion and amendment. These securities may not be sold nor may offers to buy be accepted prior to the time the Official Statement is delivered in final form. Under no circumstances will this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

NEW ISSUE—BOOK-ENTRY ONLY NOT RATED
In the opinion of Lozano Smith, LLP, Sacramento, California, Bond Counsel, subject, however to certain qualifications described herein, under existing law, the interest on the Series 2025 Bonds is excluded from gross income for federal income tax purposes. In addition, such interest is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals; however, interest on the Series 2025 Bonds is taken into account in determining annual adjusted financial statement income for the purpose of computing the alternative minimum tax imposed on certain corporations. In the further opinion of Bond Counsel, interest on the Series 2025 Bonds is exempt from California personal income taxes. Bond Counsel expresses no other opinion regarding any other tax consequences related to the ownership or disposition of, or the amount, accrual, or receipt of interest on, the Series 2025 Bonds. $[PAR AMOUNT]

CITY OF WEST SACRAMENTO
INFRASTRUCTURE FINANCING DISTRICT NO. 1 (BRIDGE DISTRICT AREA) TAX INCREMENT BONDS, SERIES 2025
Dated: Date of Delivery Due: September 1, as shown on the inside cover The $[PAR AMOUNT] City of West Sacramento Infrastructure Financing District No. 1 (Bridge District Area) Tax Increment Bonds, Series 2025 (the “Series 2025 Bonds”), are being issued by the City of West Sacramento Infrastructure Financing District No. 1 (Bridge District Area) (the “IFD”) pursuant to the provisions of section 53395 et. seq. of the California Government Code (the “IFD Law”), Resolution No. 24-86 adopted by City Council of the City of West Sacramento (the “City Council”) on behalf of the IFD, on August 21, 2024, Resolution No. 25-____ adopted by the City Council on behalf of the IFD, on ___________ _____, 2025, and a Fiscal Agent Agreement, dated as of ___________ _____, 2025, by and between the IFD and U.S. Bank Trust Company, National Association, as Fiscal Agent (the “Fiscal Agent Agreement”).

The Series 2025 Bonds are being issued to (a) finance certain public and other specified facilities as specified in the Infrastructure Financing Plan for the IFD, (b) fund the Bond Reserve Fund for the Series 2025 Bonds, and (c) provide for the costs of issuing the Series 2025 Bonds. See “FINANCING PLAN” herein.

The Series 2025 Bonds will be delivered as fully registered bonds, registered in the name of Cede & Co. as nominee of The Depository Trust Company, New York, New York (“DTC”), and will be available to ultimate purchasers (“Beneficial Owners”) in the denomination of $5,000 or any integral multiple thereof, under the book-entry system maintained by DTC. Beneficial Owners will not be entitled to receive delivery of bonds representing their ownership interest in the Series 2025 Bonds. Principal of, premium if any, and semiannual interest on the Series 2025 Bonds due on March 1 and September 1 of each year, commencing September 1, 2025, will be payable by the Fiscal Agent to DTC for subsequent disbursement to DTC participants, so long as DTC or its nominee remains the registered owner of the Series 2025 Bonds. See “THE BONDS— Description of the Bonds.”
The Series 2025 Bonds are subject to optional redemption and mandatory sinking account redemption prior to maturity. See “THE BONDS— Redemption.”
The Series 2025 Bonds are limited obligations of the IFD, secured and payable solely from a first lien on the Tax Increment Revenues and the funds pledged under the Fiscal Agent Agreement. The Tax Increment Revenues are derived from payments made by the City of West Sacramento, California (the “City”) to the IFD of the City’s share of property tax increment revenues generated from within the EIFD pursuant to an Irrevocable Pledge of IFD Revenues, as described herein. The Series 2025 Bonds are not payable from any other source of funds other than the Tax Increment Revenues and the funds pledged therefore under the Fiscal Agent Agreement. See “SECURITY FOR THE BONDS.”
The Series 2025 Bonds and interest thereon are not a debt of the City, Yolo County, California (the “County”), the State of California (the “State”) or any of their political subdivisions except the IFD, and then only to the extent set forth in the Fiscal Agent Agreement, and none of the City, the County, the State nor any of their political subdivisions except the IFD is liable thereon. The Series 2025 Bonds and interest thereon are not payable out of any funds or properties other than those pledged to their payment under the Fiscal Agent Agreement. The IFD has not pledged any other tax revenues or property or its full faith and credit to the payment of debt service on the Series 2025 Bonds.

Although the IFD receives certain tax increment revenues, the IFD has no taxing power.

The Fiscal Agent Agreement allows the IFD to issue or incur Parity Bonds that are payable from the Tax Increment Revenues on a parity basis with the Series 2025 Bonds. See “THE BONDS—Parity Bonds” herein.

The Series 2025 Bonds are not rated.

MATURITY SCHEDULE
(see inside cover)
This cover page and the inside cover page contain information for quick reference only. They are not intended to be a summary of all factors relating to an investment in the Series 2025 Bonds. Investors should review this entire Official Statement before making any investment decision with respect to the Series 2025 Bonds.

The Series 2025 Bonds are offered, when, as and if issued, subject to the approval as to their legality of Lozano Smith LLP, Sacramento, California, Bond Counsel to the IFD. Certain legal matters will be passed on for the IFD by Lozano Smith LLP acting as Disclosure Counsel, and for the City by Kronick Moskovitz Tiedemann & Girard LLP, Sacramento, California in its capacity as City Attorney. Certain legal matters will be passed on for the Underwriters by their counsel Kutak Rock LLP, Los Angeles, California. It is anticipated that the Series 2025 Bonds will be available for delivery through the facilities of DTC on or about ___________ _____, 2025.

Piper Logo Hilltop Logo

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This Official Statement is dated ____________ _____, 2025.

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$[PAR AMOUNT]

CITY OF WEST SACRAMENTO
INFRASTRUCTURE FINANCING DISTRICT NO. 1 (BRIDGE DISTRICT AREA) TAX INCREMENT BONDS, SERIES 2025

MATURITY SCHEDULE
$___________ Serial Bonds
CUSIP† Prefix: __________
Maturity Principal Interest
(September 1) Amount Rate Yield Price CUSIP† Suffix
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
2044
$___________ ______% Term Bonds maturing September 1, 20_____; Price _____, to Yield ______% CUSIP† __________
__________
[c The Series 2025 Bonds maturing on September 1, 20_____ and September 1, 20_____, are priced to the September 1, 20_____, call date at _____%.]
[cc The Series 2025 Bonds maturing on September 1, 20_____, are priced to the September 1, 20_____, call date at par.]

† 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® numbers are provided for convenience of reference only. This data is not intended to create a database and does not serve in any way as a substitute for the CGS database. Neither the IFD, the Underwriter, the City Attorney, Bond Counsel, Disclosure Counsel, nor the Municipal Advisor are responsible for the selection or correctness of the CUSIP® numbers set forth above.

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4934-9230-1063 -iCITY OF WEST SACRAMENTO
INFRASTRUCTURE FINANCING DISTRICT NO. 1 (BRIDGE DISTRICT AREA)

CITY OF WEST SACRAMENTO
CITY COUNCIL*
Martha Guerrero, Mayor
Verna Sulpizio Hull, Mayor Pro Tem, District 4
Norma Alcala, Member, District 1
Quirina Orozco, Member, District 2
Dawnté Early, Member, District 3

CITY OFFICIALS
Aaron Laurel, City Manager
Roberta Raper, Director of Finance
Jennifer Cusmir, City Clerk
Kronick Moskovitz Tiedemann & Girard LLP, City Attorney

PROFESSIONAL SERVICES
Municipal Advisor
Del Rio Advisors, LLC
Modesto, California
Fiscal Consultant
Keyser Marston Associates, Inc.

Berkeley, California
Bond Counsel and Disclosure Counsel
Lozano Smith LLP
Sacramento, California
Fiscal Agent
U.S. Bank Trust Company, National Association
San Francisco, California
* The City Council of the City of West Sacramento serves as the legislative body of the IFD.

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4934-9230-1063 -iiTABLE OF CONTENTS
INTRODUCTION .................................................................................1 Authority and Purpose...................................................................1 The City..................................................................................................2 Infrastructure Financing Districts Generally and the
IFD........................................................................................................2 Authority to Issue Bonds ...............................................................4 Security for the Bonds .....................................................................5 Bond Reserve Fund ..........................................................................6 Limited Obligation............................................................................6 Professionals Involved in the Offering....................................7 Further Information .........................................................................7 FINANCING PLAN.............................................................................8 Sources and Uses of Funds ...........................................................8 Debt Service Schedule.....................................................................9 THE Facilities .......................................................................................10 THE BONDS.........................................................................................10 Description of the Bonds.............................................................10 Redemption.......................................................................................11 SECURITY FOR THE Bonds..........................................................14 Pledge Under the Fiscal Agent Agreement........................14 Tax Increment Revenues; Available IFD Revenues
Under the Irrevocable Pledge ...............................................14 Flow of Funds Under the Fiscal Agent Agreement ........20 Bond Reserve Fund .......................................................................21 Limited Obligation.........................................................................22 Parity Bonds......................................................................................22 PROPERTY TAXATION IN CALIFORNIA...........................24 Property Tax Collection Procedures ......................................24 Unitary Property.............................................................................27 Article XIIIA of the State Constitution..................................27 Appropriations Limitation—Article XIIIB..........................29 Appeals of Assessed Values ......................................................29 Propositions 218 and 26...............................................................30 Future Initiatives.............................................................................30

THE CITY OF WEST SACRAMENTO
INFRASTRUCTURE FINANCING DISTRICT NO. 1
(BRIDGE DISTRICT AREA)....................................................31 Formation...........................................................................................31 Plan Limits.........................................................................................32 Overview of the IFD......................................................................32 Land Use.............................................................................................34 Historical Assessed Values ........................................................36 Largest Taxpayers ..........................................................................36 Assessment Appeals .....................................................................40 New Development within the IFD.........................................43 History of IFD Revenues Available to Pay Transfer
Amount...........................................................................................44 Projected IFD Revenues Available to Pay Transfer
Amount and Estimated Debt Service Coverage...........46 RISK FACTORS...................................................................................51 Limited Source of Funds to Repay Bonds ...........................51 Reduction in Taxable Value.......................................................51 Limitations on Remedies.............................................................52 Risks to Real Estate Market........................................................53 Environmental Risks.....................................................................53 Concentration of Property Ownership................................. 59 Future Land Use Regulations and Growth Control
Initiatives........................................................................................60 Assessment Appeals .....................................................................61 Levy and Collection of Taxes....................................................61 Bankruptcy and Foreclosure .....................................................61 Estimated Revenues ......................................................................62 Cybersecurity...................................................................................62 Changes in the Law.......................................................................63 No Acceleration Provision .........................................................63 Loss of Tax-Exemption ................................................................63 Secondary Market..........................................................................63 TAX MATTERS ...................................................................................64 UNDERWRITING..............................................................................66 MUNICIPAL ADVISOR..................................................................67 JUDICIAL VALIDATION ..............................................................67 LEGAL OPINIONS............................................................................68 LITIGATION........................................................................................68 NO RATING.........................................................................................68 CONTINUING DISCLOSURE .....................................................68 MISCELLANEOUS............................................................................69

APPENDIX A SUMMARY OF CERTAIN PROVISIONS OF THE FISCAL AGENT AGREEMENT AND THE

IRREVOCABLE PLEDGE

APPENDIX B FORM OF OPINION OF BOND COUNSEL

APPENDIX C BOOK-ENTRY ONLY SYSTEM

APPENDIX D FORM OF CONTINUING DISCLOSURE CERTIFICATE

APPENDIX E GENERAL INFORMATION ABOUT THE CITY OF WEST SACRAMENTO AND THE YOLO COUNTY
APPENDIX F FISCAL CONSULTANT’S REPORT

APPENDIX G IFD INFRASTRUCTURE FINANCING PLAN

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4934-9230-1063 -iiiGENERAL INFORMATION ABOUT THIS OFFICIAL STATEMENT For purposes of compliance with Rule 15c2-12 of the United States Securities and Exchange Commission, as amended (“Rule 15c2-12”), this Preliminary Official Statement constitutes an “official statement” with respect to the Series 2025 Bonds that has been deemed “final” by the IFD as of its date except for the omission of no more than the information permitted by Rule 15c2-12.

No Offering May Be Made Except by this Official Statement. No dealer, broker, salesperson or other person has been authorized to give any information or to make any representations with respect to the Series 2025 Bonds other than as contained in this Official Statement, and if given or made, such other information or representation must not be relied upon as having been authorized by the IFD.

No Unlawful Offers or Solicitations. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy in any state in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.

Effective Date. This Official Statement speaks only as of its date, and the information and expressions of opinion contained in this Official Statement are subject to change without notice. Neither the delivery of this Official Statement nor any sale of the Series 2025 Bonds will, under any circumstances, create any implication that there has been no change in the affairs of the IFD since the date of this Official Statement.

Use of this Official Statement. This Official Statement is submitted in connection with the sale of the Series 2025 Bonds referred to in this Official Statement and may not be reproduced or used, in whole or in part, for any other purpose. This Official Statement is not a contract with the purchasers of the Series 2025 Bonds.

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

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

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

Stabilization of and Changes to Offering Prices. The Underwriters may over-allot or take other steps that stabilize or maintain the market price of the Series 2025 Bonds at a level above that which might otherwise prevail in the open market. If commenced, the Underwriters may discontinue such market stabilization at any time. The Underwriters may offer and sell the Series 2025 Bonds to certain dealers, dealer banks and banks acting as agent at prices lower than the public offering prices stated on the cover page of this Official Statement, and those public offering prices may be changed from time to time by the Underwriters.

Series 2025 Bonds are Exempt from Securities Laws Registration. The issuance and sale of the Series 2025 Bonds have not been registered under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, in reliance upon exemptions for the issuance and sale of municipal securities provided under section 3(a)(2) of the Securities Act of 1933 and section 3(a)(12) of the Securities Exchange Act of 1934.

Estimates and Projections. Certain statements included or incorporated by reference in this Official Statement constitute “forwardlooking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, section 21E of the United States Securities Exchange Act of 1934, as amended, and section 27A of the United States Securities Act of 1933, as amended. 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 FORWARD-LOOKING STATEMENTS.

THE IFD 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.

Website. The City of West Sacramento, California, maintains an Internet website, but the information on the website is not incorporated by reference in or otherwise a part of this Official Statement and should not be relied upon in making an investment decision with respect to the Series 2025 Bonds.

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4934-9230-1063 -ivCITY OF WEST SACRAMENTO

REGIONAL LOCATION MAP
The above map shows the location of the City of West Sacramento. The Series 2025 Bonds will be secured primarily by the Tax Increment Revenues (as defined herein), which are derived from a portion of ad valorem taxes levied within the boundaries of the IFD, which are shown on the following page.

No mortgage or deed of trust on property secures the Series 2025 Bonds. No ad valorem taxes levied on any portion of the City of West Sacramento outside of the IFD’s boundaries are pledged to the repayment of the Series 2025 Bonds, nor will any other property or resources of the City be available to pay debt service on the Series 2025 Bonds. See “SECURITY FOR THE BONDS” herein.

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4934-9230-1063 -ivCITY OF WEST SACRAMENTO
INFRASTRUCTURE FINANCING DISTRICT NO. 1 (BRIDGE DISTRICT AREA)

MAP OF IFD BOUNDARIES

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OFFICIAL STATEMENT
$[PAR AMOUNT]

CITY OF WEST SACRAMENTO
INFRASTRUCTURE FINANCING DISTRICT NO. 1 (BRIDGE DISTRICT AREA) TAX INCREMENT BONDS, SERIES 2025

INTRODUCTION
This Official Statement, including the cover page, is provided to furnish information in connection with the sale by the City of West Sacramento Infrastructure Financing District No. 1 (Bridge District Area) (the “IFD”) of its $[PAR AMOUNT] City of West Sacramento Infrastructure Financing District No. 1 (Bridge District Area) Tax Increment Bonds, Series 2025 (the “Series 2025 Bonds” and, together with any Parity Bonds, the “Bonds”). Capitalized terms used in this Official Statement and not otherwise defined herein have the meanings given to them in the Fiscal Agent Agreement referred to below. See APPENDIX A—SUMMARY OF CERTAIN PROVISIONS OF THE FISCAL AGENT AGREEMENT—Definitions.

As explained more fully in this Official Statement, the Series 2025 Bonds are secured primarily by the Tax Increment Revenues, which are derived from revenue produced by the application of the 1% ad valorem tax rate to property within the boundaries of the IFD. See SECURITY FOR THE BONDS.

Authority and Purpose
The IFD is issuing the Series 2025 Bonds pursuant to authority granted by sections 53395 et. seq. of the California Government Code (the “IFD Law”), Resolution No. 24-86 adopted on August 21, 2024, by the City Council of the City of West Sacramento (the “City Council” of the “City”) on behalf of the IFD, approving the issuance and sale of tax increment bonds in one or more series, in an aggregate principal amount not to exceed $233,000,000 (excluding refunding bonds) (the “Original Resolution of Issuance”), and Resolution No. 25-____ adopted by the City Council on ____________ _____, 2025, on behalf of the IFD, approving the issuance and sale of bonds in one or more series, in an aggregate principal amount not to exceed $___________ (the “2025 Bond Resolution” and, together with the Original Resolution of Issuance, the “Resolutions”).

The IFD will issue the Series 2025 Bonds pursuant to the provisions of a Fiscal Agent Agreement, dated as of ___________ _____, 2025 (the “Fiscal Agent Agreement”), by and between the IFD and U.S. Bank Trust Company, National Association, as Fiscal Agent (the “Fiscal Agent”).

See “THE BONDS—Authority for Issuance.”

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The IFD is issuing the Series 2025 Bonds to (a) finance certain public and other specified facilities (the “Facilities”) as specified in the Infrastructure Financing Plan for the IFD (the “Infrastructure Financing Plan” or “IFP”), (b) fund the Bond Reserve Fund for the Series 2025 Bonds, and (c) provide for the costs of issuing the Series 2025 Bonds. For additional information about the Facilities and the IFP, see THE FACILITIES and APPENDIX G – IFD INFRASTRUCTURE FINANCING PLAN.

The City
The City of West Sacramento. The City of West Sacramento is located in Yolo County, California (the “County”). The City, incorporated in 1987, is located at the confluence of the American and Sacramento Rivers, just west of the City of Sacramento. The City is essentially a peninsula bounded by two rivers and the Deep Water Ship Channel. The Deep Water Ship Channel bisects the City in an east-west direction, separating the Southport area from the northern areas of City. The northern part of the City is made up of established residential neighborhoods, industrially developed areas, and the Port of Sacramento. The southern part of the City, referred to as Southport, was historically comprised of farmland, but is transitioning into new residential and supporting commercial developments.

The City is governed by its five-member City Council. Four members of the City Council are elected by the voters of the City by district to staggered four-year terms. The voters of the City also directly elect a Mayor from amongst the City at large, who serves as the fifth member of the City Council for a four-year term. The City Council appoints a City Manager who serves as the chief administrative official of the City. The City Council acts as the legislative body for the IFD.

For general information regarding the City and the County see APPENDIX E—GENERAL INFORMATION ABOUT THE CITY OF WEST SACRAMENTO AND THE YOLO COUNTY.

Infrastructure Financing Districts Generally and the IFD Infrastructure Financing Districts Generally. The IFD Law was enacted by the State of California (the “State”) Legislature to, amongst other things, provide a tool for California communities to fund public capital facilities of communitywide significance using tax increment financing. Infrastructure financing districts are able to collect property tax increment from cities, counties, and special districts that voluntarily agree to contribute those funds. Infrastructure financing districts may not collect tax increment from K-12 school districts, community college districts, and county offices of education.

A city or county may propose one or more infrastructure financing districts within its territorial jurisdiction. The process for forming an infrastructure financing district involves the adoption of a resolution of intention by one or more participating taxing entities eligible to contribute property tax increment revenues to an infrastructure financing district.

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Following the adoption of a resolution of intention to establish an infrastructure financing district, the next major step in the formation process is the preparation of an infrastructure financing plan for the infrastructure financing district. The infrastructure financing plan serves as the core governing document of the infrastructure financing district and must be consistent with the general plan of the city or county within which the infrastructure financing district is located. Pursuant to the IFD Law, an infrastructure financing plan must include, amongst other things, a plan for financing the public facilities to be assisted by the infrastructure financing district, including a detailed description of any intention to incur debt, a description of the tax revenues to be allocated to the infrastructure financing district, a cap on the total dollar amount of taxes to be dedicated to the infrastructure financing district, an analysis of the anticipated fiscal impacts to participating taxing agencies that includes an analysis of the revenues expected to be received by the participating taxing entity as a result of the expected development in the infrastructure financing district, and an end date for the enhanced infrastructure financing district that is not more than thirty (30) years from the date on which the ordinance forming the infrastructure financing district is adopted.

Following a public hearing and the adoption of a resolution of formation, an election will be held to consider whether to form the proposed infrastructure financing district. If less than twelve (12) registered voters reside within the proposed infrastructure financing district, then the election is conducted amongst the landowners with each landowner having one vote per acre of land within the proposed district. If twelve or more registered voters reside within the proposed infrastructure financing district, then the election is conducted as a registered voter election. After the canvass of returns of the election, the legislative body of the local agency forming the proposed infrastructure financing district may, by ordinance, adopt the infrastructure financing plan and create the infrastructure financing district if two-thirds of the votes upon the question of creating the proposed infrastructure financing district are in favor of creating the infrastructure financing district.

The level of tax increment collected for an infrastructure financing district is set as of the base year, which is established at the time the ordinance is adopted that creates the infrastructure financing district. To finance the facilities contained within its infrastructure financing plan, an infrastructure financing district may issue bonds, borrow money from its participating taxing entities, and enter into contractual arrangements with lenders and repay those obligations with tax increment revenues.

City of West Sacramento Infrastructure Financing District No. 1 (Bridge District Area). The Bridge District (formally called the Triangle Specific Plan) is an urban community in West Sacramento (the “Bridge District”). The Bridge District is located along the banks of the Sacramento River between the Tower Bridge to the north and the Pioneer Bridge to the South.

The Bridge District is characterized by transition from under-used industrial land and economically obsolete buildings, including a few active businesses, to the mixed uses contemplated by the Bridge District Specific Plan (the “Specific Plan”). The IFD consists of a

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portion, but not all, of the land located within the Specific Plan, and covers approximately 188 acres of the Bridge District. The IFD is a separate legal entity from the City.

Sutter Health Park, formerly known as Raley Field from 2000 to 2019, is a stadium with a capacity for approximately 14,000 guests that is located within the Bridge District (“Sutter Health Park”). Sutter Health Park is the home of the Sacramento River Cats of the Pacific Coast League and the temporary home of the Athletics of Major League Baseball. Sutter Health Park is within the Bridge District but is not included within the boundaries of the IFD.

The IFD’s base year for the purposes of calculating the property tax increment revenues is Fiscal Year 2014-15 (the “Base Year”). Significant development has occurred in the IFD since the IFD’s Base Year. Future development in the IFD is expected to be ongoing as the Bridge District continues to develop into a mix of residential, commercial and office uses in accordance with the Specific Plan. The Specific Plan proposes broad mixed-use development which will include up to 12.5 million square feet of residential and commercial building space, including up to 5,210 residential units, and up to approximately 9 million square feet of that residential and commercial building space that may be located within the Bridge District at maximum build-out.

These estimates are preliminary, based on the current Specific Plan, and subject to change as development proceeds. Not all of the maximum build-out in the Specific Plan area is expected to be built.

For additional information about the IFD, see “THE CITY OF WEST SACRAMENTO INFRASTRUCTURE FINANCING DISTRICT NO. 1 (BRIDGE DISTRICT AREA),” APPENDIX F – FISCAL CONSULTANT’S REPORT, and APPENDIX G – IFD INFRASTRUCTURE FINANCING PLAN.

Authority to Issue Bonds
The Series 2025 Bonds will be issued pursuant to section 53397.1 et. seq. of the IFD Law, the Original Resolution of Issuance, and the 2025 Bond Resolution, which approved the issuance and sale of bonds in one or more series, in an aggregate principal amount not to exceed $__________.

The Series 2025 Bonds will be issued by the IFD pursuant to the provisions of the Fiscal Agent Agreement.

The Fiscal Agent Agreement permits the issuance of additional Parity Bonds secured by a pledge of the Tax Increment Revenues and other amounts pledged to the payment of the Series 2025 Bonds on a parity with the pledge thereof to the payment of the Series 2025 Bonds if certain conditions are met. The Series 2025 Bonds and any Parity Bonds together, are referred to herein collectively as the “Bonds” See “SECURITY FOR THE BONDS—Parity Bonds.”

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Security for the Bonds
The Bonds are secured by a pledge of the “Tax Increment Revenues.” Specifically, pursuant to the Fiscal Agent Agreement, the Bonds are limited obligations of the IFD payable solely from and secured by the pledge of the Tax Increment Revenues and moneys deposited in the Interest Fund, Principal Fund, and the Bond Reserve Fund.

The Tax Increment Revenues are derived from the payments from the City to the IFD of the “Transfer Amount” pursuant to the Irrevocable Pledge of IFD Revenues, dated as of [FAK Date], 2025, by and between the City and the IFD (the “Irrevocable Pledge”). The Transfer Amount is defined in the Irrevocable Pledge as being an amount equal to the sum of (a) the principal due on the Outstanding Bonds on the succeeding March 1 and September 1, (b) the interest due on the Outstanding Bonds on the succeeding March 1 and September 1, (c) any amounts necessary to restore the balance in any Bond Reserve Fund to an amount equal to the Bond Reserve Requirement (as such term is defined in the Fiscal Agent Agreement), (d) any amounts required by any other credit enhancements or to satisfy any other financing terms and conditions contained in the Fiscal Agent Agreement, and (e) any Administrative Expenses (as such term is defined in the Fiscal Agent Agreement) accrued since the preceding March 1.

The City is obligated to pay the Transfer Amount under the Irrevocable Pledge only from the “IFD Revenues” (as such term is defined in the Irrevocable Pledge). The IFD Revenues are comprised of the sources of tax increment that the City has committed to the IFD to fund the public facilities described in and up to the limits in the IFP, including (a) City’s share of incremental property tax revenues generated from within the IFD, and (b) the City’s share of the annual Redevelopment Property Tax Trust Fund revenues generated from within the IFD after (i) all preexisting legal commitments and statutory obligations are paid and (ii) all AB1290 Pass Through payments to the City are excluded.

The IFD Revenues available to the City to pay the Transfer Amount are reduced by an amount equal to the “CFD-12 Revenues” (as such term is defined in the Irrevocable Pledge) pursuant to the Irrevocable Pledge. The CFD-12 Revenues consists of property tax increment payments that, when received by the City, the City is obligated to pay pursuant to an agreement known as the “Local Baseball Agreement” by and between the City, the West Sacramento Redevelopment Agency, the River City Baseball Association LLC, a Delaware limited liability company, and SBIG LLC, a Delaware limited liability company, dated as of April 30, 1999. The Local Baseball Agreement is related to debt service on Outstanding City of West Sacramento Community Facilities District No. 12 (Raley's Field) Special Tax Refunding Bond, Series 2013 (the “CFD-12 Refunding Bond”).

Other than the IFD Revenues (less, while the CFD-12 Refunding Bond remains Outstanding, any CFD-12 Revenues needed to pay debt service on the CFD-12 Refunding Bond), the City is not obligated under the Irrevocable Pledge to pay the Transfer Amount from any other revenues, funds, or accounts of the City.

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Only the Tax Increment Revenues and the funds pledged under the Fiscal Agent Agreement will be used to make payments on the Bonds. The Tax Increment Revenues are derived from the Transfer Amount that the City is obligated to pay to the IFD from available IFD Revenues pursuant to the Irrevocable Pledge. For additional discussion, see “SECURITY FOR THE BONDS” herein.

The IFD has no power to levy property taxes and must rely on the City’s payment of the Transfer Amount pursuant to the Irrevocable Pledge as described above.

See the section of this Official Statement captioned “RISK FACTORS” for a discussion of certain risk factors which should be considered, in addition to the other matters set forth herein, in evaluating an investment in the Bonds.

Bond Reserve Fund
A Bond Reserve Fund (the “Bond Reserve Fund”) will be established and held by the Fiscal Agent under the Fiscal Agent Agreement in order to secure the payment of principal of and interest on the Bonds in an amount, as of the Closing Date, equal to the Bond Reserve Requirement. The term “Bond Reserve Requirement” means, as of any date of calculation, the least of (i) Maximum Annual Debt Service on the Bonds as of such date, (ii) one hundred twentyfive percent (125%) of average Annual Debt Service on all Bonds Outstanding as of such date and (iii) ten percent (10%) of the original principal amount of the Bonds (or, if the Bonds are sold with more than a de minimis amount of original issue discount or premium, the issue price of such Bonds (excluding pre issuance accrued interest), as those terms are defined in the Tax Code, will be used in the calculation).

If, on any Interest Payment Date for the Bonds, the amounts on deposit in the Interest Fund and Principal Fund under the Fiscal Agent Agreement are not sufficient to pay any principal of and interest due on the Bonds, the Fiscal Agent will draw on the Bond Reserve Fund to make transfers to the Interest Fund, the Principal Fund or the Sinking Account, in that order, to make up any such deficiency. See “SECURITY FOR THE BONDS—Flow of Funds Under the Fiscal Agent Agreement” and “—Bond Reserve Fund” and APPENDIX A—“SUMMARY OF

CERTAIN PROVISIONS OF THE FISCAL AGENT AGREEMENT AND THE IRREVOCABLE PLEDGE” for additional information on the Bond Reserve Fund.

The IFD may, but is not required, to establish a separate account within the Bond Reserve Fund for any additional Parity Bonds that may be issued in the future.

Limited Obligation
The Bonds are limited obligations of the IFD and are secured by the Tax Increment Revenues and amounts in the funds and accounts pledged therefore under the Fiscal Agent

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Agreement. The Tax Increment Revenues are derived from the Transfer Amount that the City is obligated to pay to the IFD from available IFD Revenues pursuant to the Irrevocable Pledge. The Bonds are not a debt of the City, the County, the State or any of their political subdivisions except the IFD, and none of the City, the County, the State or any of their political subdivisions except the IFD are liable thereon. The Bonds are not payable out of any funds other than those pledged to the payment of the Bonds in the Fiscal Agent Agreement, which consist solely of the Tax Increment Revenues and investment earnings on the amounts in the funds and accounts pledged to the repayment of the Bonds in to the Fiscal Agent Agreement. No member of the City Council, officer, agent, or employee of the City or the IFD, or any person executing the Bonds, is liable personally on the Bonds by reason of their issuance.

Professionals Involved in the Offering
Del Rio Advisors, LLC, Modesto, California (the “Municipal Advisor”), has served as municipal advisor to the IFD and has advised the IFD with respect to the financial structure of the Bonds and as to other financial aspects related to the Bonds.

Keyser Marston Associates, Inc., Berkeley, California, has acted as fiscal consultant to the IFD (the “Fiscal Consultant”) and advised the IFD as to the taxable values and the revenues projected to be available to pay debt service on the Bonds as referenced in this Official Statement.

The report prepared by the Fiscal Consultant is referred to in this Official Statement as the “Fiscal Consultant’s Report.” See APPENDIX F—FISCAL CONSULTANT’S REPORT.

U.S. Bank Trust Company, National Association, San Francisco, California, will act as Fiscal Agent for the Bonds under the Fiscal Agent Agreement.

Willdan Financial Services, Temecula, California, will serve as the Dissemination Agent under the Continuing Disclosure Certificate for the Bonds.

The proceedings in connection with the issuance of the Bonds are subject to the approval as to their legality of Lozano Smith LLP, Sacramento, California, Bond Counsel to the IFD. Lozano Smith LLP is also acting as Disclosure Counsel to the IFD for the Bonds.

Kronick, Moskovitz, Tiedemann & Girard, Sacramento, California, acting as City Attorney to the City, will render an opinion as to certain legal matters on behalf of the IFD.

Certain legal matters will be passed on for the Underwriters by Kutak Rock LLP, Los Angeles, California, acting as the Underwriters’ Counsel.

Further Information
Brief descriptions of the IFD Law, the Bonds, the IFP, the Fiscal Agent Agreement and the Irrevocable Pledge are included in this Official Statement. Such descriptions do not purport to be

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comprehensive or definitive. All references in this Official Statement to the IFD Law, the Bonds, the IFP, the Fiscal Agent Agreement, the Irrevocable Pledge, the Constitution and the laws of the State, as well as the proceedings of the City are qualified in their entirety by reference to such documents and laws. References in this Official Statement to the Bonds are qualified in their entirety by the form thereof included in the Fiscal Agent Agreement and by the provisions of the Fiscal Agent Agreement.

During the period of the offering of the Bonds, copies of the forms of all documents described herein are available upon written request from the City of West Sacramento, 1110 West Capitol Avenue, West Sacramento, California 95691, Attention: Director of Finance. The City may impose a charge for the copying, mailing and handling of documents.

FINANCING PLAN
The Series 2025 Bonds are being issued to (a) finance the acquisition and construction of the Facilities, (b) fund the Bond Reserve Fund for the Bonds, and (c) provide for the costs of issuing the Bonds. For additional information about the Facilities, see THE FACILITIES and APPENDIX G – IFD INFRASTRUCTURE FINANCING PLAN.

Sources and Uses of Funds
The sources and uses of funds for the financing are summarized below.

Sources:

Principal Amount of Series 2025 Bonds $
Plus: Original Issue Premium
Total Sources $
Uses:

Deposit to Project Fund $
Deposit to Bond Reserve Fund (1)
Costs of Issuance (2)
Total Uses $

(1) Equal to the initial Bond Reserve Requirement for the Bonds. See “SECURITY FOR THE BONDS—Bond Reserve Fund.”
(2) Costs of issuance include the Underwriters’ discount, fees and expenses of Bond Counsel, Disclosure Counsel, the Municipal Advisor, the Fiscal Consultant, the Fiscal Agent, the City, the IFD, the City Attorney, the costs of a judicial validation relating to the Bonds, printing expenses and other costs related to the issuance of the Bonds.

Concurrent Issuance of EIFD Bonds. Concurrent with the IFD’s issuance of the Series 2025 Bonds, the City of West Sacramento Enhanced Infrastructure Financing District No. 1 (the “EIFD”) plans to issue a series of bonds (the “EIFD Bonds”) on or about the same date as the date of issuance of the Bonds. The security and source of payment for the EIFD Bonds will be derived

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from an Irrevocable Pledge of EIFD Revenues by and between the City and the EIFD (the “EIFD Pledge”) whereby the City is obligated to pay property tax increment revenues generated from within the boundaries of the EIFD to the EIFD in an amount equal to the then current debt service on the EIFD Bonds so long as any EIFD Bonds remain Outstanding.

The EIFD overlaps the majority of the IFD. As described in additional detail in “SECURITY AND SOURCES OF PAYMENT” and “CITY OF WEST SACRAMENTO INFRASTRUCTURE FINANCING DISTRICT NO. 1 (BRIDGE DISTRICT AREA)” herein, so long as the Bonds are Outstanding, the City may not transfer IFD Revenues to the EIFD to satisfy its obligation to the EIFD under the EIFD Pledge. Following the dissolution of the IFD on December 5, 2044, the IFD Revenues will be available to the City to satisfy its obligation to the EIFD under the EIFD Pledge.

Debt Service Schedule
The following table shows the annual debt service schedule for Series 2025 Bonds, assuming no optional redemption of the Bonds prior to their maturity.

Bond Year
Ending September 1 Principal Interest Total
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
2044
Totals $[PAR AMOUNT]

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THE FACILITIES
The IFD will use the net proceeds of sale of the Series 2025 Bonds to finance the Facilities, which are among the types of public capital facilities of communitywide significance which provide significant benefits to an area larger than the area of the IFD that are identified in the IFP.

The IFD retains the ability to set priorities among the types of public capital facilities identified in the IFP to meet the needs of the IFD and its surrounding community.

The Facilities the IFD intends to finance with the net proceeds of the sale of the Series 2025 Bonds include:
• Roadway Facilities.
• Shared Parking Facilities.
• Storm drainage, water, and sewer utilities.
• Any other facilities included in the IFP.

Completion of the public capital facilities identified above and described in additional detail in the IFP are subject to the IFD’s priorities and needs and the availability of adequate funding. For additional information, see APPENDIX G – IFD INFRASTRUCTURE FINANCING PLAN.

THE BONDS
Description of the Bonds
The Bonds will be issued and delivered in fully registered form without coupons in the denomination of $5,000 or any integral multiple thereof for each maturity of each series of the Bonds, initially in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), as registered owner of all of the Bonds. The initially executed and delivered Bonds will be dated the date of delivery (the “Closing Date”) and will mature on September 1 in the years and in the principal amounts shown on the inside cover page of this Official Statement.

Interest on the Bonds will be calculated on the basis of a 360-day year of twelve 30-day months at the rates shown on the inside cover page of this Official Statement, payable semiannually on March 1 and September 1 in each year, commencing on September 1, 2025, by check mailed to the registered Owners thereof or upon the request of the beneficial Owners (“Bond Owners” or “Owners”) of $1,000,000 or more in principal amount of Bonds, by wire transfer to an account in the United States which will be designated in written instructions by such Owner to the Fiscal Agent on or before the applicable Regular Record Date. “Regular Record Date” is defined in the Fiscal Agent Agreement as, with respect to any interest payable on any Interest Payment Date, the fifteenth (15th) day of the calendar month immediately preceding the relevant Interest Payment Date

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One fully registered certificate will be issued for each maturity of the Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC. See APPENDIX C—BOOK-ENTRY ONLY SYSTEM.

Redemption
Optional Redemption. The Bonds maturing on or after September 1, 20_____, are subject to redemption prior to their respective stated maturities, at the option of the IFD, from any source of available funds, as a whole or in part (by such maturities as may be specified by the IFD by lot within a maturity) on any date on or after September 1, 20_____, at the following redemption prices (computed upon the principal amount of the Bonds called for redemption), together with interest to the date fixed for redemption:

Redemption Period
Redemption
Price

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Mandatory Sinking Account Redemption. The Bonds maturing on September 1, 20_____ (the “20_____ Term Bonds”), September 1, 20_____ (the “20_____ Term Bonds”), and September 1, 20_____ (the “20_____ Term Bonds”), are subject to redemption prior to their respective stated maturities, at random, from amounts deposited in the 20_____ Term Bonds Sinking Account, the 20_____ Term Bonds Sinking Account, and the 20_____ Term Bonds Sinking Account, respectively, in the following amounts and on the following dates, at the principal amount thereof, without premium, together with interest to the date fixed for redemption:
20_____ TERM BONDS
Mandatory Redemption
Dates (September 1)
Principal
Amount
†
20_____ TERM BONDS
Mandatory Redemption
Dates (September 1)
Principal
Amount
†
20_____ TERM BONDS
Mandatory Redemption
Dates (September 1)
Principal
Amount
†

† Maturity
The amount of each such redemption will be reduced proportionately in the event and to the extent of any and all optional redemptions of the Term Bonds, as set forth in a schedule produced by the IFD.

Notice of Redemption. The Fiscal Agent will mail notice of redemption, such notice being prepared at the cost and expense of the IFD, by first class mail, not fewer than thirty (30) nor more than sixty (60) days prior to the redemption date, to (i) the respective Owners of any Bonds designated for redemption at their addresses appearing on the Bond Register, (ii) the Securities Depository (if such Bonds are not then in book entry form), and (iii) the Information Service.

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Each notice of redemption will state (a) the date of such notice, (b) the Series designation and maturities of the Bonds to be redeemed, (c) the date of issue of the Series of Bonds, (d) the redemption date, (e) the Redemption Price, (f) the place or places of redemption (including the name and appropriate address or addresses of the Fiscal Agent), (g) the CUSIP number (if any) of the maturity or maturities, and (h) if less than all of any such maturity, the distinctive certificate numbers of the Bonds of such maturity to be redeemed and, in the case of Bonds to be redeemed in part only, the respective portions of the principal amount thereof to be redeemed. Each such notice will also (a) state that on said date there will become due and payable on each of said Bonds the Redemption Price thereof or of said specified portion of the principal amount thereof in the case of a Bond to be redeemed in part only, together with interest accrued thereon to the date fixed for redemption, and (b) state that from and after such redemption date interest thereon will cease to accrue, and (c) require that such Bonds be then surrendered at the address or addresses of the Fiscal Agent specified in the redemption notice. Failure by the Fiscal Agent to give notice to the Information Service or any one or more of the Securities Depositories or failure of any Owner to receive notice or any defect in any such notice will not affect the sufficiency of the proceedings for redemption.

The IFD may, at its option, specify in any notice of optional redemption that redemption is conditional upon the availability of money sufficient to pay the Redemption Price of all the Bonds that are to be redeemed on the date fixed for redemption. The IFD may, at its option, prior to the date fixed for optional redemption in any notice of redemption, rescind and cancel such notice of optional redemption by written notice to the Fiscal Agent at least one business day prior to the date fixed for redemption. Any notice of redemption will be cancelled and annulled if for any reason funds are not available on the date fixed for redemption for the payment in full of the Bonds then called for redemption, and such cancellation will not constitute a default under the Fiscal Agent Agreement
Effect of Redemption. From and after the date fixed for redemption, if funds available for the payment of the redemption price of and interest on the Bonds so called for redemption will have been duly deposited with the Fiscal Agent (i) the Bonds so to be redeemed will become due and payable at the Redemption Price specified in such notice, (ii) interest on such Bonds will cease to accrue, (iii) such Bonds will cease to be entitled to any benefit or security under the Fiscal Agent Agreement, and (iv) the Owners of such Bonds will have no rights in respect thereof except to receive payment of the Redemption Price.

Selection of Bonds for Redemption. If the IFD does not specify the amount of each Series to be redeemed, the Fiscal Agent will prorate the amount of Bonds to be redeemed between all the Series in proportion to the amount of Bonds of each Series that are Outstanding. If the IFD does not specify the particular maturities of Bonds of a Series to be redeemed, Bonds of such Series will be redeemed in inverse order of maturities.

If less than all the Outstanding Bonds of any maturity of a Series are to be redeemed, not more than forty-five (45) days prior to the redemption date the Fiscal Agent will select the

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particular Bonds to be redeemed from the Outstanding Bonds of such Series and maturity that have not previously been called for redemption, in minimum denominations of $5,000, by lot or at random in any manner that the Fiscal Agent in its sole discretion will deem appropriate and fair.

SECURITY FOR THE BONDS
The Bonds are secured solely by the pledge of the Tax Increment Revenues and the moneys in certain funds held by the Fiscal Agent under the Fiscal Agent Agreement. The Tax Increment Revenues are derived from the Transfer Amount that the City pays to the IFD from the IFD Revenues pursuant to the Irrevocable Pledge. See “SECURITY FOR THE BONDS—Flow of Funds Under the Fiscal Agent Agreement.”
Pledge Under the Fiscal Agent Agreement
Except as explicitly provided otherwise in the Fiscal Agent Agreement, the Bonds, and any additional Parity Bonds are equally secured by a pledge and lien on all of the Tax Increment Revenues and by a first and exclusive pledge and lien upon all of the moneys in the funds and accounts pledged to the repayment of the Bonds in the Fiscal Agent Agreement without preference or priority for issue, number, dated date, sale date, date of execution or date of delivery. Except for such moneys, no funds or properties of the IFD or the City are pledged to, or otherwise liable for, the payment of principal of or interest or redemption premium (if any) on the Bonds.

In consideration of the acceptance of the Bonds by Owners of the Bonds, the Fiscal Agent Agreement is deemed to be and constitutes a contract between the IFD and the Fiscal Agent for the benefit of the Owners from time to time of the Bonds, and the covenants and agreements set forth in the Fiscal Agent Agreement to be performed on behalf of the IFD are for the equal and proportionate benefit, security and protection of all Owners of the Bonds without preference, priority or distinction as to security or otherwise of any of the Bonds over any of the others by reason of the number or date thereof or the time of sale, execution and delivery thereof, or otherwise for any cause whatsoever, except as expressly provided therein or in the Fiscal Agent Agreement.

Tax Increment Revenues; Available IFD Revenues Under the Irrevocable Pledge As previously described, the Bonds will be secured primarily by the Tax Increment Revenues, which are derived from property tax increment revenues generated from within the IFD.

The Tax Increment Revenues are derived from the City’s payments of the Transfer Amount to the IFD. Pursuant to the Irrevocable Pledge, the City is obligated to pay the Transfer

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Amount from available IFD Revenues. The Transfer Amount is defined in the Irrevocable Pledge as being an amount equal to the sum of (a) the principal due on the Outstanding Bonds on the succeeding March 1 and September 1, (b) the interest due on the Outstanding Bonds on the succeeding March 1 and September 1, (c) any amounts necessary to restore the balance in any Bond Reserve Fund to an amount equal to the Bond Reserve Requirement (as such term is defined in the Fiscal Agent Agreement), (d) any amounts required by any other credit enhancements or to satisfy any other financing terms and conditions contained in the Fiscal Agent Agreement, and (e) any Administrative Expenses (as such term is defined in the Fiscal Agent Agreement) accrued since the preceding March 1.

The City is only obligated under the Irrevocable Pledge to pay the Transfer Amount from available IFD Revenues, which consist of the sources of tax increment that the City has committed to the IFD in the Irrevocable Pledge in and up to the limits in the IFP. The IFD Revenues consist of (a) City’s share of incremental property tax revenues generated from within the IFD, and (b) the City’s share of the annual Redevelopment Property Tax Trust Fund revenues generated from within the IFD after (i) all preexisting legal commitments and statutory obligations are paid and (ii) all AB1290 Pass Through payments to the City are excluded.

The IFD Revenues available to the Transfer Amount may be reduced by an amount equal to the CFD-12 Revenues pursuant to the Irrevocable Pledge. The CFD-12 Revenues consists of property tax increment payments owed by the City and by the Successor Agency to the former Redevelopment Agency of the City of West Sacramento (the “Successor Agency”) pursuant to an agreement known as the “Local Baseball Agreement” by and between the City, the former West Sacramento Redevelopment Agency, the River City Baseball Association LLC, a Delaware limited liability company, and SBIG LLC, a Delaware limited liability company, dated as of April 30, 1999, related to debt service on Outstanding City of West Sacramento Community Facilities District No. 12 (Raley's Field) Special Tax Refunding Bond, Series 2013.

The amount of the CFD-12 Revenues excluded from the IFD Revenues is equal to approximately $189,057 annually, and represents a portion of the annual debt service on the CFD12 Refunding Bond. The final payment on the CFD-12 Refunding Bond is due in 2028, after which the CFD-12 Refunding Bond will no longer be Outstanding and the City’s and the Successor Agency’s obligation to pay the CFD-12 Revenues under the Local Baseball Agreement will cease.

Other than the IFD Revenues (less, while the CFD-12 Refunding Bond remains Outstanding, any CFD-12 Revenues that may be used to pay debt service on the CFD-12 Refunding Bond), the City is not obligated under the Irrevocable Pledge to pay the Transfer Amount from any other revenues, funds, or accounts of the City.

Pursuant to the EIFD Pledge, so long as any of the Bonds are Outstanding, the City may not transfer IFD Revenues to the EIFD to pay debt service on the EIFD Bonds. Following the dissolution of the IFD on December 5, 2044, or on such earlier date when none of the Bonds

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remain Outstanding, the tax increment revenues generated from within the boundaries of the IFD will be available to the City to make payments to the EIFD pursuant to the EIFD Pledge.

See APPENDIX A - SUMMARY OF CERTAIN PROVISIONS OF THE FISCAL AGENT AGREEMENT AND THE IRREVOCABLE PLEDGE.

Transfer Amounts Initially Payable From Residual Incremental City RPTTF Revenues. From the date of issuance of the Bonds until dissolution of the Successor Agency, projected following Fiscal Year 2036-37, the IFD Revenues that are available to the City to pay the Transfer Amount will consist of up to 100% of incremental City Redevelopment Property Tax Trust Fund (“RPTTF”) revenues generated by growth in assessed value over the Base Year assessed value after the pass through and enforceable obligation payments described below are paid. As described in the Fiscal Consultant’s Report in APPENDIX F, the incremental City RPTTF Funds are expected to equal approximately 25.94% of the basic 1% property tax levy applied to the incremental assessed value of the IFD. The effective share of the 1% property tax applicable to incremental City RPTTF funds is less than the City’s regular property tax share due to the priority that the pass-through and enforceable obligation payments described below have in the distribution of RPTTF funds.

A summary of the pass through and enforceable obligation payments of the Successor Agency described in the Fiscal Consultant’s Report that are senior to the City’s obligation to pay the Transfer Amount to the IFD under the Irrevocable Pledge is as follows:
(a) County Administrative Fees (which provide for recovery of a proportionate share of county property tax administration expenses from all non-school agencies including former redevelopment agencies),
(b) Amounts payable under contractual pass-through agreements with the County, County Library, and County Accumulated Capital Outlay (A.C.O.) Fund that are equal to 100% of each agency’s share of former tax increment revenue, which together represent approximately 12.1% of the 1% tax levy within the areas of the IFD, (c) AB 1290 Statutory Pass Throughs Triggered by SB 211 to all taxing agencies without a tax sharing agreement (all taxing agencies other than the County, County Library and County A.C.O.) that are eligible to receive their allocation of the resulting statutory pass through,
(d) Taxing Agency Elections Payable Under H&S 33676 including payments to the Washington Joint Unified School District, Los Rios Community College District, and the Yolo County Office of Education, and
(e) The Enforceable Obligations of the Successor Agency, which include payments related to:

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(i) Outstanding Successor Agency Bonds including its 2014 Senior Tax Allocation Refunding Bonds, 2014 Subordinate Tax Allocation Refunding Bonds and 2016 Subordinate Tax Allocation Refunding Bonds,
(ii) the Raley’s Landing Owner Participation Agreement that requires payments equal to 100% of site-specific tax increment revenue generated by properties subject to the agreement through FY 2036-37, (iii) the Local Baseball Agreement that requires two separate payments:
(A) the payment of the CFD-12 Revenues (being portion of the annual debt service on the CFD-12 Refunding Bond) and (B) an annual payment to the River City Land Holding Company,
(iv) the CEMEX Rail Agreement that requires annual payments through 2027, and
(v) the administrative expenses and trustee fee expenses of the Successor Agency.

Section 3 of the Fiscal Consultant’s Report describes the pass through and enforceable obligation payments in greater detail.

Projection of Successor Agency Senior Pass-Through and Enforceable Obligations. The table on the following page is derived from Table 4 of the Fiscal Consultant’s Report and shows a projection of the senior pass through and enforceable obligation payments of the Successor Agency through Fiscal Year 2036-37, after which the Successor Agency is set to dissolve. The net effect of the senior pass through and enforceable obligation payments is to reduce the City’s share of the incremental RPTTF Funds that comprise the IFD Revenues available to pay the Transfer Amount from approximately 49.01% to approximately 25.94% of the basic 1% property tax levy applied to the incremental assessed value of the IFD.

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TABLE 1
CITY OF WEST SACRAMENTO INFRASTRUCTURE FINANCING DISTRICT NO. 1 (BRIDGE DISTRICT AREA) Senior Successor Agency Enforceable Obligations and Pass Throughs Fiscal Years 2024-25 through 2036-37
(Amounts in thousands)
Fiscal Year
2024-25 2025-26 2026-27 2027-28 2028-29 2029-30 2030-31 2031-32 2032-33 2033-34 2034-35 2035-36 2036-37 Bonds & Fixed Payments
2014 Senior TABs $ 5,463 $ 5,471 $ 5,482 $ 5,526 $ 5,626 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 2014 Subordinate TABs 395 395 395 395 395 1,630 1,630 1,627 1,630 1,629 1,630 0 0 2016 Subordinate TABs 1,665 1,665 1,668 1,668 1,666 1,671 1,667 1,671 1,670 1,671 1,671 1,669 0 CFD 12 Bonds(1) 189 189 189 189 0 0 0 0 0 0 0 0 0
CEMEX Rail Agmt(2) 191 191 191 0 0 0 0 0 0 0 0 0 0
Subtotal 7,902 7,911 7,925 7,778 7,686 3,300 3,297 3,297 3,300 3,301 3,301 1,669 0 Obligations that Increase with AV
Raley's Landing OPA (3) 778 817 842 867 893 920 948 976 1,005 1,035 1,067 1,099 1,131 Local Baseball Agmt (4) 298 325 335 345 0 0 0 0 0 0 0 0 0 Subtotal 1,077 1,142 1,177 1,212 893 920 948 976 1,005 1,035 1,067 1,099 1,131 Admin, Trustee Fees (5) 183 183 188 194 199 205 212 218 224 231 238 245 253 Total Senior Obligations $ 9,162 $ 9,236 $ 9,289 $ 9,184 $ 8,779 $ 4,426 $ 4,456 $ 4,491 $ 4,529 $ 4,567 $ 4,605 $ 3,012 $ 1,384

Source: The Fiscal Consultant’s Report.

Note: Reflects Fiscal Year applicable to RPTTF revenue used to meet obligation (i.e. FY 2024-25 obligations reflect amounts payable from January and June 2025 RPTTF). Totals may not add due to independent rounding.
(1) Pursuant to the local baseball agreement, the Successor Agency contributes $189,057 to annual CFD 12 bond payments. The final payment is 9/1/2028. This amount is referred to in the Irrevocable Pledge as the CFD-12 Revenues, and is not available to pay the Transfer Amount so long as the CFD-12 Refunding Bond remains Outstanding. (2) Payments occur in November of each year from RPTTF allocated in June. The final payment due in November 2027 will be made from FY 2026-27 RPTTF revenues allocated in June 2027.
(3) Payments are based on tax increment generated by eight specific parcels. FY 2024-25 and FY 2025-26 amounts are based on the approved and proposed ROPS schedules, respectively. FY 2026-27 and subsequent year amounts are projected based on a 3% growth rate. Payment obligation ends after May 2037. (4) Payments to River City Land Holding Company increase or decrease based on changes in assessed value of applicable parcels and are limited to the amount of CFD 12 special taxes due. FY 2024-25 and FY 2025-26 expenses are based on approved and proposed ROPS schedules, respectively, and a 3% annual growth rate is used to estimate subsequent year amounts. Payments end when special taxes for CFD 12 end, after FY 2027-28. (5) Admin, trustee fees and flood assessment expenses are based on the reported FY 2024-25 and FY 2025-26 ROPS expenses. FY 2026-27 and subsequent year expenses are estimated based on a 3% growth rate.

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Transfer Amounts Payable From City’s Share of Incremental Property Tax Revenues After Dissolution of Successor Agency after Fiscal Year 2036-37. Following dissolution of the Successor Agency, projected following Fiscal Year 2036-37, allocations to the RPTTF for the Successor Agency will cease and the IFD Revenues available to the City as a source to pay the Transfer Amount to the IFD will consist of up to 100% of the City’s regular share of property taxes generated by incremental growth in assessed value in the IFD.

Summary of IFD Revenues Available to Pay Transfer Amount. As described above, the IFD Revenues available to the City to pay the Transfer Amount to the IFD will change over time following the dissolution of the Successor Agency projected following Fiscal Year 2036-37. The following table summarizes the changing share of the 1% property tax levy generated by incremental assessed values of property within the boundaries of the IFD that comprises the IFD Revenues available to the City to pay the Transfer Amount to the IFD.

TABLE 2
CITY OF WEST SACRAMENTO INFRASTRUCTURE FINANCING DISTRICT NO. 1 (BRIDGE

DISTRICT AREA)
Share of 1% Property Tax Levy Available as IFD Revenues for payment of Transfer Amount Incremental City RPTTF Funds, through FY 2036-37 (1) 25.9485% Incremental City Property Tax, Excluding Bridge District IFD (FY 2037-38 to FY 2043-44) (2) 49.0122%

Source: The Fiscal Consultant’s Report.
(1) Effective share of 1% property tax available for allocation to the IFD after required Successor Agency pass through payments. Percentage may shift slightly over time. (2) Effective share of 1% property tax available to IFD after revenue shifts to the Educational Revenue Augmentation Fund (“ERAF”). Percentage shares may shift slightly over time based on relative growth in assessed value by tax rate area.

Other than the IFD Revenues (less any CFD-12 Revenues that the City is obligated to pay under the Local Baseball Agreement while the CFD-12 Bond remains Outstanding), no other revenues, funds, or accounts of the City are pledged or obligated to the payment of the Transfer Amount under the Irrevocable Pledge.

The IFD has covenanted and agreed in the Irrevocable Pledge and in Fiscal Agent Agreement to take such actions within its power as may be reasonable and necessary to compel the City to comply with the Irrevocable Pledge and to pay the Transfer Amount to the IFD in the amounts and at the times provided in thin the Irrevocable Pledge, as permitted under the IFD Law. See APPENDIX A - SUMMARY OF CERTAIN PROVISIONS OF THE FISCAL AGENT AGREEMENT AND THE IRREVOCABLE PLEDGE.

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Flow of Funds Under the Fiscal Agent Agreement
Terms not otherwise defined herein have the meaning defined in the Fiscal Agent Agreement. See APPENDIX A - SUMMARY OF CERTAIN PROVISIONS OF THE FISCAL AGENT AGREEMENT AND THE IRREVOCABLE PLEDGE.

Deposit in Tax Increment Fund; Transfer to Interest Fund, Principal Fund, and Bond Reserve Fund. The IFD holds and maintains the “Tax Increment Fund.” The IFD has covenanted in the Fiscal Agent Agreement, at each time that it receives Tax Increment Revenues from the City (in the form of the Transfer Amount) it will deposit the Tax Increment Revenues into the Tax Increment Fund. As described in additional detail herein and in the Fiscal Agent Agreement, on or before each Regular Record Date (as such term is defined in the Fiscal Agent Agreement, the IFD will transfer Tax Increment Revenues from the Tax Increment Fund to the Fiscal Agent for deposit into the Interest Fund, Principal Fund and Sinking Account therein, and the Bond Reserve Fund promptly until the amounts on deposit in such funds and accounts equal the aggregate amounts required by the Fiscal Agent Agreement.

All Tax Increment Revenues held in the Tax Increment Fund in excess of the amounts required to be transferred to the Fiscal Agent pursuant to the Fiscal Agent Agreement are deemed surplus and are to be returned to the City or, with the City’s express written permission, may be held by the IFD to be used for any other authorized purpose under the Fiscal Agent Agreement, IFP and the IFD Law.

Allocation of Tax Increment Revenues by the EIFD under the Fiscal Agent Agreement. The IFD shall, on or before each Regular Record Date, transfer from the Tax Increment Fund to the Fiscal Agent and the Fiscal Agent shall deposit into the following respective accounts and funds in the following order of priority, the requirements of each such fund (including the making up of any deficiencies in any such fund resulting from lack of Tax Increment Revenues sufficient to make any earlier required deposit) at the time of deposit to be satisfied before any deposit is made to any fund subsequent in priority:

Interest Fund. On or before each Interest Payment Date, the IFD shall transfer from the Tax Increment Fund to the Fiscal Agent and the Fiscal Agent shall deposit in the Interest Fund an amount equal to the aggregate amount of interest becoming due and payable on the Outstanding Bonds on the next succeeding Interest Payment Date (excluding any interest for which there are moneys deposited in the Interest Fund from the proceeds of any Series of Bonds or other source and reserved as capitalized interest to pay such interest on such Interest Payment Date). No deposit need be made into the Interest Fund if the amount contained therein is at least equal to the interest to become due and payable on the next succeeding Interest Payment Date (but excluding any moneys on deposit in the Interest Fund from the proceeds of any Series of Bonds or other source and reserved as capitalized interest to pay interest on any future Interest Payment Dates following such Interest Payment Date).

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Principal Fund; Sinking Accounts. On or before each Principal Payment Date, the IFD shall transfer from the Tax Increment Fund to the Fiscal Agent and the Fiscal Agent shall deposit in the Principal Fund an amount equal to (a) the aggregate amount of principal becoming due and payable on the Outstanding Serial Bonds of all Series on the next succeeding Principal Payment Date plus (b) the aggregate amount of the Mandatory Sinking Account Payments to be paid on the next succeeding Principal Payment Date into the respective Sinking Accounts for the Term Bonds of all Series for which Sinking Accounts have been created; provided that, if the District certifies to the Fiscal Agent that any principal payments shall be refunded on or prior to their respective due dates, no amounts need be set aside towards such principal to be so refunded.

Bond Reserve Fund. On or before each Interest Payment Date, the IFD shall transfer from the Tax Increment Fund to the Fiscal Agent and the Fiscal Agent shall deposit in the Bond Reserve Fund the amount required to restore the balance in the Bond Reserve Fund to an amount equal to the Bond Reserve Requirement.

Bond Reserve Fund
The Fiscal Agent Agreement establishes a Bond Reserve Fund, amounts in which secure payment of the Bonds. On the Closing Date, Bond proceeds in an amount equal to the Reserve Requirement for the Bonds will be deposited to the Bond Reserve Fund. The Reserve Requirement for the Bonds is defined in the Fiscal Agent Agreement as an amount, as of any date of calculation, equal to the least of (a) Maximum Annual Debt Service as of such date, (ii) one hundred twentyfive percent (125%) of average Annual Debt Service on all Bonds Outstanding as of such date and (iii) ten percent (10%) of the original principal amount of the Bonds (or, if the Bonds are sold with more than a de minimis amount of original issue discount or premium, the issue price of such Bonds (excluding pre issuance accrued interest), as those terms are defined in the Code, will be used in the calculation).

All amounts in the Bond Reserve Fund (including all amounts that may be obtained from letters of credit, insurance policies, and surety bonds on deposit in the Bond Reserve Fund) will be used and withdrawn by the Fiscal Agent, as provided in the Fiscal Agent Agreement, solely for the purpose of making up any deficiency in the Interest Fund or the Principal Fund as of any Interest Payment Date or Principal Payment Date, as applicable. The portion of the Bond Reserve

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Fund held in cash or Investment Securities may be used (together with any other moneys available therefor) for the payment or redemption of all Bonds then Outstanding; such portion may also be used for the redemption of or the payment of the final principal and interest payment of a Series of Bonds if, following such redemption or payment, the amounts in the Bond Reserve Fund (including the amounts that may be obtained from letters of credit, insurance policies, and surety bonds on deposit therein) will equal the Bond Reserve Requirement. The Fiscal Agent will first draw on the portion of the Bond Reserve Fund held in cash or Investment Securities and then, on a pro rata basis with respect to the portion of the Bond Reserve Fund held in the form of letters of credit, insurance policies, and surety bonds (calculated by reference to the maximum amounts of such letters of credit, insurance policies, and surety bonds), draw on each letter of credit and collect under each insurance policy or surety bond issued with respect to the Bond Reserve Fund, in a timely manner and pursuant to the terms of such letter of credit, insurance policy, or surety bond to the extent necessary in order to obtain sufficient funds on or prior to the date such funds are needed to pay the principal of, Mandatory Sinking Account Payments with respect to, and interest on the Bonds when due.

Limited Obligation
The Bonds are limited obligations of the IFD, secured by and payable solely from the Tax Increment Revenues and the funds pledged therefor under the Fiscal Agent Agreement. The Tax Increment Revenues are derived from the Transfer Amount, which the City pays to the IFD from available IFD Revenues. The Bonds are not a debt of the City, the State, or any of their political subdivisions (other than the IFD and only to the limited extent set forth in the Fiscal Agent Agreement), and none of the City, the State or any of their political subdivisions other than the IFD is liable therefore. The Bonds do not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction. The IFD has not pledged any other tax revenues or property or its full faith and credit to the payment of debt service on the Bonds. Although the IFD receives certain tax increment revenues, the IFD has no taxing power.

Parity Bonds
“Parity Bonds” means any bonds issued by the IFD on a parity with the Bonds pursuant to the Fiscal Agent Agreement. The IFD may issue or incur additional Parity Bonds under a Supplemental Fiscal Agent Agreement subject to the following specific conditions precedent:
(a) Upon the issuance of such Parity Bonds, there will have occurred and be continuing no Event of Default (or other event which, once all notice and opportunity to cure have passed, would constitute an Event of Default) unless such default will be cured upon such issuance.
(b) The Eligible Revenues in each Fiscal Year during the term of the Parity Bonds, based on the then current year Eligible Revenues, assuming no growth in assessed value, plus at the option of the IFD the Additional Eligible Revenues, as evidenced by a written report of an Independent Fiscal Consultant filed with the Fiscal Agent, shall be equal to

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[125%] of the Annual Debt Service on all Bonds in every Bond Year in which Bonds will be Outstanding. For purposes of this test, Annual Debt Service on any Bonds the proceeds of which have been deposited into an escrow fund meeting the requirements of paragraph (f) below will be excluded. This subsection (b) shall not apply to the issuance of Parity Bonds issued for the purpose of refunding Bonds, if the Annual Debt Service on the refunding Parity Bonds will be less in each Bond Year than the Annual Debt Service on the Bonds being refunded.
(c) The Supplemental Fiscal Agent Agreement providing for the issuance of such Parity Bonds will provide that interest thereon will not be payable on any dates other than March 1 and September 1, and principal thereof will be payable on September 1 in any year in which principal is payable.
(d) The Supplemental Fiscal Agent Agreement providing for the issuance of such Parity Bonds will (i) provide for the funding of the Bond Reserve Fund or a subaccount therein in an amount equal to the Bond Reserve Requirement for such Parity Bonds, (ii) designate accounts and subaccounts within the Interest Fund, the Principal Fund, and the Bond Reserve Fund, to be used in connection with such Parity Bonds; and (iii) set forth such other provisions that are appropriate or necessary and are not inconsistent with the provisions hereof.
(e) The issuance of such Parity Bonds will not cause the IFD to exceed any applicable Plan Limitations.
(f) The proceeds of such Parity Bonds may be deposited into an escrow fund from which amounts may be released to the IFD to the extent the Eligible Revenues for the most recent Fiscal Year (as evidenced in the written records of the County) and Eligible Revenues in each succeeding Fiscal Year during the term of the Parity Bonds based on assessed value in the IFD for the then current Fiscal Year as evidenced in a written document from an appropriate official of the County, as projected by an Independent Fiscal Consultant taking into account all Plan Limitations and other factors which would cause a reduction in Eligible Revenues in any future Fiscal Year, at least equals [125]% of the Annual Debt Service coming due and payable in each Fiscal Year on all Bonds which will be Outstanding following the issuance of such Parity Bonds. When such proceeds are deposited into the escrow fund, to the extent necessary a deposit of such proceeds shall first be made to the Bond Reserve Fund to satisfy the Bond Reserve Requirement. (g) The IFD will deliver to the Fiscal Agent a Certificate of the IFD (which may be based in part on an opinion of Bond Counsel or other counsel to the District and in part on a Report of an Independent Fiscal Consultant) certifying that the conditions precedent to the issuance of such Parity Bonds set forth in the foregoing subsections (a) through (e) and, if applicable, subsection (f) have been satisfied.

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For the purposes the section above, “Eligible Revenues” means the sum of (a) City’s share of incremental property tax revenues generated from within the IFD, and (b) the City’s share of the annual Redevelopment Property Tax Trust Fund revenues generated from within the IFD after (i) all preexisting legal commitments and statutory obligations are paid and (ii) all AB1290 Pass Through payments to the City are excluded (excluding the CFD-12 Revenues, if any) that are eligible to be allocated from the City to the District pursuant the Infrastructure Financing Plan and the IFD Law.

For the purposes the section above, “Additional Eligible Revenues” means, as of the date of calculation, the amount of Eligible Revenues which, as shown in the report of an Independent Fiscal Consultant, are estimated to be receivable by within the Fiscal Year following the Fiscal Year in which such calculation is made as a result of increases in the assessed valuation of taxable property within the boundaries of the IFD due to either (a) construction which has been completed but which is not then reflected on the tax rolls, or (b) transfer of ownership or any other interest in real property which has been recorded but which is not then reflected on the tax rolls, less the Independent Fiscal Consultant’s estimate of any reductions in assessed valuation within the boundaries of the IFD due to potential successful property tax assessment appeals. For purposes of this definition, the term “increases in the assessed valuation” means the amount by which the assessed valuation of taxable property within the boundaries of the IFD is estimated to increase above the assessed valuation of taxable property within the boundaries of the District (as evidenced in the written records of the County) as of the date on which such calculation is made.

PROPERTY TAXATION IN CALIFORNIA
Property Tax Collection Procedures
Classification. In the State, property which is subject to ad valorem taxes is classified as “secured” or “unsecured.” Secured and unsecured property are entered on separate parts of the assessment roll maintained by the County assessor. The secured classification includes property on which any property tax levied by a county becomes a lien on that property. A tax levied on unsecured property does not become a lien against the taxed unsecured property, but may become a lien on certain other property owned by the taxpayer. Every tax which becomes a lien on secured property has priority over all other liens on the secured property arising pursuant to State law, regardless of the time of the creation of other liens.

Generally, ad valorem taxes are collected by a county for the benefit of the various entities (e.g., cities, schools and special districts) that share in the ad valorem tax (each a taxing entity) and successor agencies eligible to receive distributions from the respective Redevelopment Property Tax Trust Funds.

Collections. Secured and unsecured property are entered separately on the assessment roll maintained by the county assessor. The method of collecting delinquent taxes is different for the

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two classifications of property. The taxing authority has four ways of collecting unsecured personal property taxes: (i) initiating a civil action against the taxpayer, (ii) filing a certificate in the office of the county clerk specifying certain facts in order to obtain a judgment lien on certain property of the taxpayer, (iii) filing a certificate of delinquency for recording in the county recorder’s office to obtain a lien on certain property of the taxpayer, and (iv) seizing and selling personal property, improvements or possessory interests belonging or assessed to the assessee.

The exclusive means of enforcing the payment of delinquent taxes with respect to property on the secured roll is the sale of the property securing the taxes to the State for the amount of taxes which are delinquent.

Penalty. A 10% penalty is added to delinquent taxes which have been levied with respect to property on the secured roll. In addition, property on the secured roll on which taxes are delinquent is declared in default by operation of law and declaration of the tax collector on or about June 30 of each Fiscal Year. Such property may thereafter be redeemed by payment of the delinquent taxes and the delinquency penalty, plus a redemption penalty of 1.5% per month to the time of redemption. If taxes are unpaid for a period of five years or more, the property is deeded to the State and then is subject to sale by the county tax collector. A 10% penalty also applies to delinquent taxes with respect to property on the unsecured roll, and further, an additional penalty of 1.5% per month accrues with respect to such taxes beginning on varying dates related to the tax bill mailing date.

Delinquencies. The valuation of property is determined as of the January 1 lien date as equalized in August of each year and equal installments of taxes levied upon secured property become delinquent on the following December 10 and April 10. Taxes on unsecured property are due January 1 and become delinquent August 31.

Supplemental Assessments. California Revenue and Taxation Code section 75.70 provides for the reassessment and taxation of property as of the occurrence of a change of ownership or completion of new construction. Such reassessment is referred to as the Supplemental Assessment and is determined by applying the current year’s tax rate to the amount of the increase or decrease in a property’s value and prorating the resulting property taxes to reflect the portion of the tax year remaining as determined by the date of the change in ownership or completion of new construction. Supplemental Assessments become a lien against real property.

Prior to the enactment of this law, the assessment of such changes was permitted only as of the next tax lien date following the change, and this delayed the realization of increased property taxes from the new assessments for up to 14 months. Since Fiscal Year 1984-85, revenues derived from Supplemental Assessments have been allocated to redevelopment agencies and taxing entities in the same manner as the general property tax. While this statute provides increased revenue to the Redevelopment Property Tax Trust Fund to the extent that supplemental assessments of new construction or changes of ownership occur within the boundaries of redevelopment projects subsequent to the January 1 lien date, the apportionment procedures of the City do not result in allocation of any supplemental revenues to the IFD. If a change in

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ownership results in a decrease in assessed value, a negative supplemental assessment may occur, requiring a refund of taxes paid to the property owner.

County Property Tax Collection and Administrative Costs. In 1990, the Legislature enacted SB 2557 (Chapter 466, Statutes of 1990) which allows counties to charge for the cost of assessing, collecting and allocating property tax revenues to local government jurisdictions in proportion to the tax-derived revenues allocated to each. SB 1559 (Chapter 697, Statutes of 1992) explicitly includes redevelopment agencies among the jurisdictions which are subject to such charges. In addition, sections 34182(e) and 34183(a) of the Dissolution Act allow administrative costs of the County Auditor-Controller for the costs of administering the provisions of the Dissolution Act.

Additionally, Government Code section 53396.5 allows the County to require the IFD to pay all of the costs it incurs in connection with the division of taxes.

Levy and Collection of Taxes. The IFD 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 Tax Increment Revenues, and accordingly, could have an adverse impact on the ability of the IFD to repay the Bonds. Likewise, delinquencies in the payment of property taxes and the impact of bankruptcy proceedings on the legal ability of taxing agencies to collect property taxes could have an adverse effect on the IFD’s ability to make timely Bond payments. Collection of property taxes in the County is subject to the “Alternative Method of Distribution of Tax Levies and Collections and of Tax Sale Proceeds,” as provided for in Section 4701 et seq. of the California Revenue and Taxation Code (known as the “Teeter Plan”). The Teeter Plan results in allocation of 100% of the calculated tax increment attributed to secured assessed values without regard to delinquencies. Taxes on unsecured property are not part of the Teeter Plan and are allocated to the extent of actual collections. Adjustments as a result of roll corrections and property tax refunds arising from successful assessment appeals for both secured and unsecured taxes are allocated to local agencies.

The Teeter Plan remains in effect in the County unless and until the County Board of Supervisors orders its discontinuance or unless, prior to the commencement of any Fiscal Year of the County (which commences on July 1), the County Board of Supervisors receives a petition for its discontinuance joined in by resolutions adopted by two-thirds of the participating revenue districts in the County, in which event, the County Board of Supervisors is to order discontinuance of the Teeter Plan effective at the commencement of the subsequent Fiscal Year.

The County Board of Supervisors may, by resolution adopted not later than July 15 of the Fiscal Year for which it is to apply, after holding a public hearing on the matter, discontinue the procedures under the Teeter Plan with respect to any tax levying agency in the County. There can be no assurance that the Teeter Plan will remain in effect throughout the life of the Bonds. In the event the Teeter Plan is discontinued, the affect on the IFD is unclear given the way the City allocates the revenue sources that comprise the IFD Revenues, with the IFD not receiving the benefit of any supplemental assessments and being held harmless from delinquencies, appeal refunds, roll corrections. Nevertheless, substantial delinquencies in the payment of property taxes

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by property taxpayers within the IFD could ultimately impair the timely receipt by the IFD of the Tax Increment Revenues and the payment of debt service on the Bonds.

Unitary Property
Assembly Bill (“AB”) 2890 (Statutes of 1986, Chapter 1457) provides that, commencing with Fiscal Year 1988-89, tax revenues derived from unitary property and assessed by the State Board of Equalization are accumulated in a single tax rate area for the County. The tax revenues are then to be allocated to each taxing entity county-wide as follows: (i) each taxing entity will receive the same amount as in the previous year plus an increase for inflation of up to 2%; (ii) if utility tax revenues are insufficient to provide the same amount as in the previous year, each taxing entity’s share would be reduced pro rata county wide; and (iii) any increase in revenue above 2% would be allocated in the same proportion as the taxing entity’s local secured taxable values are to the local secured taxable values of the County.

AB 454 (Statutes of 1987, Chapter 921) further modified Chapter 1457 regarding the distribution of tax revenues derived from property assessed by the State Board of Equalization.

Chapter 921 provides for the consolidation of all State-assessed property, except for regulated railroad property, into a single tax rate area in each county. Chapter 921 further provides for a new method of establishing tax rates on State-assessed property and distribution of property tax revenue derived from State-assessed property to taxing jurisdictions within each county in accordance with a new formula. Railroads will continue to be assessed and revenues allocated to all tax rate areas where railroad property is sited.

No tax revenue derived from unitary property or operating nonunitary property is included in the projections of the Tax Increment Revenues.

Article XIIIA of the State Constitution
Article XIIIA limits the amount of ad valorem taxes on real property to 1% of “full cash value” of such property, as determined by the county assessor. Article XIIIA defines “full cash value” to mean “the County Assessor’s valuation of real property as shown on the 1975-76 tax bill under ‘full cash value,’ or, thereafter, the appraised value of real property when purchased, newly constructed, or a change in ownership has occurred after the 1975 assessment.” Furthermore, the “full cash value” of all real property may be increased to reflect the rate of inflation, as shown by the consumer price index, not to exceed 2% per year, or may be reduced.

Article XIIIA has subsequently been amended to permit reduction of the “full cash value” base in the event of declining property values caused by substantial damage, destruction or other factors, and to provide that there would be no increase in the “full cash value” base in the event of reconstruction of property damaged or destroyed in a disaster and in other special circumstances.

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Article XIIIA (i) exempts from the 1% tax limitation taxes to pay debt service on (a) indebtedness approved by the voters prior to July 1, 1978 or (b) bonded indebtedness for the acquisition or improvement of real property approved on or after July 1, 1978, by two-thirds of the votes cast by the voters voting on the proposition; (ii) requires a vote of two-thirds of the qualified electorate to impose special taxes, or certain additional ad valorem taxes; and (iii) requires the approval of two-thirds of all members of the State Legislature to change any State tax laws resulting in increased tax revenues.

The validity of Article XIIIA has been upheld by both the California Supreme Court and the United States Supreme Court.

In the general election held November 4, 1986, voters of the State approved two measures, Propositions 58 and 60, which further amended Article XIIIA. Proposition 58 amended Article XIIIA to provide that the terms “purchase” and “change of ownership,” for the purposes of determining full cash value of property under Article XIIIA, do not include the purchase or transfer of (1) real property between spouses and (2) the principal residence and the first $1,000,000 of other property between parents and children. This amendment to Article XIIIA may reduce the rate of growth of local property tax revenues.

Proposition 60 amended Article XIIIA to permit the Legislature to allow persons over the age of 55 who sell their residence and buy or build another of equal or lesser value within two years in the same county, to transfer the old residence assessed value to the new residence. As a result of the Legislature’s action, the growth of property tax revenues may decline.

Legislation enacted by the Legislature to implement Article XIIIA provides that all taxable property is shown at full assessed value as described above. In conformity with this procedure, all taxable property value included in this Official Statement is shown at 100% of assessed value and all general tax rates reflect the $1 per $100 of taxable value (except as noted). Tax rates for voter-approved bonded indebtedness and pension liabilities are also applied to 100% of assessed value.

Each year the Board of Equalization announces the applicable adjustment factor. Since the adoption of Proposition 13, inflation has, in most years, exceeded 2% and the announced factor has reflected the 2% cap. The changes in the California Consumer Price Index from October of one year and October of the next year are used to determine the adjustment factor for the January assessment date.

The IFD cannot predict whether there will be any future challenges or changes to California’s present system of property tax assessment or the effect of any such challenge or change on the IFD’s receipt of the Tax Increment Revenues.

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Appropriations Limitation—Article XIIIB
Article XIIIB limits the annual appropriations of the State and its political subdivisions to the level of appropriations for the prior fiscal year, as adjusted for changes in the cost of living, population and services rendered by the government entity. The “base year” for establishing such appropriations limit is the 1978/79 fiscal year, and the limit is to be adjusted annually to reflect changes in population, consumer prices and certain increases in the cost of services provided by these public agencies.

Section 53395.25 of the IFD Law provides that the qualified electors of the IFD may establish or change the appropriations limit, as defined by subdivision (h) of Section 8 of Article XIII B of the California Constitution, of a infrastructure financing district and that appropriations limit shall become effective if approved by the qualified electors and shall be adjusted for changes in the cost of living and changes in populations in accordance with Section 1 of Article XIII B of the California Constitution. The qualified electors of the IFD approved an appropriations limit for the IFD in an election held on October 8, 2014.

Appeals of Assessed Values
Pursuant to California law, a property owner may apply for a reduction of the property tax assessment for such owner’s property by filing a written application, in a form prescribed by the State Board of Equalization, with the appropriate county board of equalization or assessment appeals board.

In the County, a property owner desiring to reduce the assessed value of such owner’s property in any one year must submit an application to the County Assessment Appeals Board (the “Appeals Board”). Applications for any Fiscal Year must be submitted between July 2 and November 30. Following a review of each application by the staff of the County Assessor’s Office, the staff makes a recommendation to the Appeals Board on each application which has not been rejected for incompleteness or untimeliness or withdrawn. The Appeals Board holds a hearing and either reduces the assessment or confirms the assessment. The Appeals Board generally is required to determine the outcome of appeals within two years of each appeal’s filing date. Any reduction in the assessment ultimately granted applies only to the year for which application is made and during which the written application is filed. The assessed value increases to its prereduction level for Fiscal Years following the year for which the reduction application is filed.

However, if the taxpayer establishes through proof of comparable values that the property continues to be overvalued (known as “ongoing hardship”), the Assessor has the power to grant a reduction not only for the year for which application was originally made, but also for the then current year as well. Appeals for reduction in the “base year” value of an assessment, which generally must be made within three years of the date of change in ownership or completion of new construction that determined the base year, if successful, reduce the assessment for the year in which the appeal is taken and prospectively thereafter. Moreover, in the case of any reduction in any one year of assessed value granted for “ongoing hardship” in the then current year, and

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also in any cases involving stipulated appeals for prior years relating to base year and personal property assessments, the property tax revenues from which Tax Revenues are derived attributable to such properties will be reduced in the then current year. In practice, such a reduced assessment may remain in effect beyond the year in which it is granted.

See “THE CITY OF WEST SACRAMENTO INFRASTRUCTURE FINANCING DISTRICT NO. 1 (BRIDGE DISTRICT AREA) —Assessment Appeals” for information regarding historical and pending appeals of assessed valuations by property Owners in the IFD. Also, see Section 5.0 in APPENDIX F—FISCAL CONSULTANT’S REPORT.

Propositions 218 and 26
On November 5, 1996, California voters approved Proposition 218—Voter Approval for Local Government Taxes—Limitation on Fees, Assessments, and Charges—Initiative Constitutional Amendment. Proposition 218 added Articles XIIIC and XIIID to the State Constitution, imposing certain vote requirements and other limitations on the imposition of new or increased taxes, assessments and property-related fees and charges. On November 2, 2010, California voters approved Proposition 26, the “Supermajority Vote to Pass New Taxes and Fees Act.” Proposition 26 amended Article XIIIC of the California Constitution by adding an expansive definition for the term “tax,” which previously was not defined under the California Constitution.

Tax Increment Revenues securing the payment of the Bonds are derived from property taxes that are outside the scope of taxes, assessments and property-related fees and charges which are limited by Proposition 218 and Proposition 26.

Future Initiatives
Article XIIIA, Article XIIIB, Article XIIIC and Article XIIID and certain other propositions affecting property tax levies were each adopted as measures which qualified for the ballot pursuant to California’s initiative process. From time to time other initiative measures could be adopted that further affect the IFD Revenues available to pay the Transfer Amount to the IFD or the IFD’s ability to expend revenues.

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THE CITY OF WEST SACRAMENTO INFRASTRUCTURE FINANCING DISTRICT NO. 1 (BRIDGE DISTRICT AREA)
Formation
On April 16, 2014, the City Council of the City adopted its Resolution No. 14-1 that, among other things, declared the City's intent to establish the IFD, described the boundaries of the IFD and the types of facilities to be financed by the IFD, described the necessity for the IFD and its goals, and directed City Staff to prepare the IFP.

Pursuant to its duly adopted Resolution No. 14-36, and upon a noticed public hearing, the City Council, on June 4, 2014, adopted the IFP for the IFD. The IFP identifies the types of public infrastructure to be financed by the IFD and identifies the method and manner of financing those improvements. The IFP includes, among other things, an estimate of the cumulative amount of tax increment to be generated by the IFD, the anticipated costs of the listed public facilities, an analysis of the proposed fiscal impacts of the IFD, and associated development on the City (the sole effected taxing entity), and lists the terms of future debt issuance.

On June 4, 2014, after a noticed public hearing, the City Council also adopted its Resolution Nos. 14-37 and 14-38. Resolution Nos. 14-37 and 14-38 collectively proposed the establishment of the IFD to finance certain types of public facilities as provided in the IFP and permitted under the IFD Law and called for an election to be held at which the qualified electors within the boundaries of the IFD would consider creation of the IFD, the adoption of the IFP, the establishment of an appropriations limit for the IFD, and whether to authorize the issuance of up to $500,000,000 of bonds by the IFD secured by property tax increment revenues generated from within the IFD.

On October 8, 2014, a special election was held at which time over two-thirds of the qualified electors of the IFD voted to approve the actions proposed in Resolution Nos. 14-37 and 14-38. On October 15, 2014, the City Council adopted its Resolution No. 14-45 which declared the results of the October 8, 2014 special election. On November 5, 2014, the City Council enacted its Ordinance 14-12 which formally established the IFD and approved the IFP. The Base Year for the IFD is Fiscal Year 2014-15. See APPENDIX G – “IFD INFRASTRUCTURE FINANCING PLAN” attached hereto.

These above-described proceedings related to the formation of the IFD, together with the City Council’s adoption of Original Resolution of Issuance, were among the matters validated by the California Superior Court in a judgment issued on April 17, 2025, in Case No. CV2024-2481.

See “JUDICIAL VALIDATION.”

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Plan Limits
Pursuant to the IFD Law, the IFP includes a financing section that contains, among other things: (a) a limit on the total number of dollars of taxes that may be allocated to the IFD, and (b) a date on which the IFD will cease to exist, by which time all tax allocation to the IFD will end.

The date may not be more than 30 years from the date on which the ordinance forming the IFD is adopted.

The IFD will cease to exist on December 5, 2044, the date that is 30 years from the date the ordinance that formed the IFD was adopted by the City Council and became effective. The cumulative limit on tax increment allocation to the IFD is $1 billion.

The following is a summary of plan limits applicable to the IFD:

TABLE 3
CITY OF WEST SACRAMENTO INFRASTRUCTURE FINANCING DISTRICT NO. 1 (BRIDGE

DISTRICT AREA)
IFD Plan Limitations
Adoption Date December 5, 2014
Date Bridge District IFD Ceases to Exist December 5, 2044 Cumulative Limit on Tax Increment Allocated $ 1,000,000,000 Cumulative Tax Increment Allocated through June 30, 2024 $ 3,300,351

Source: Fiscal Consultant.

Overview of the IFD
The Bridge District (formally called the Triangle Specific Plan) is an urban community in West Sacramento. The Bridge District is located along the banks of the Sacramento River between the Tower Bridge to the north and the Pioneer Bridge to the South. The Bridge District is characterized by transition from under-used industrial land and economically obsolete buildings, including a few active businesses, to the mixed uses contemplated by the Bridge District Specific Plan. Nearby areas of the City to the Bridge District include a residential community to the north (the Broderick area) a commercial area to the west, West Capitol Avenue; and an industrial and residential area to the south along Jefferson Boulevard and South River Road.

The IFD consists of a portion, but not all, of the land located within the Specific Plan, and covers approximately 188 acres of the Bridge District.

A key feature of the Bridge District is that it is located on a bluff, with 200-year flood protection elevation on the edge of the Sacramento River. Instead of an abrupt levee berm, which characterizes many waterfront properties in the Sacramento region, the broad bluff beyond the

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riverbank provides an opportunity to develop buildings of an urban scale which can capitalize on views across and along the Sacramento River.

Sutter Health Park, formerly known as Raley Field from 2000 to 2019, is a stadium with a capacity for approximately 14,000 guests that is located within the Bridge District. Sutter Health Park is the home of the Sacramento River Cats of the Pacific Coast League and the temporary home of the Athletics of Major League Baseball. Sutter Health Park is within the Bridge District but is not included within the boundaries of the IFD.

Since the formation of the IFD in 2015 approximately 20 single-family and 600 multifamily residential units and 11,000 square feet of retail development have been constructed within the IFD. Currently, two developments are under construction within the OFD, including a 60-unit affordable residential apartment building that will be completed in 2025, and a large mixed-use development comprising 260 residential units and over 30,000 square feet of retail and office uses is under construction and is anticipated to be completed in 2026. Additional development plans have also been approved by the City’s planning department, including for a 207,000 square foot commercial office, research and development project, and a 191-unit market-rate apartment building. The IFD additionally has approximately 55 acres of development ready vacant land and additional areas that will be development ready with increased infrastructure improvements.

Development in the IFD is expected to be ongoing, as the Bridge District continues to develop into a mix of residential, commercial and office uses in accordance with the Specific Plan.

The Specific Plan proposes broad mixed-use development which will include up to 12.5 million square feet of residential and commercial building space, including up to 5,210 residential units, and up to approximately 9 million square feet of that residential and commercial building space that may be located within the Bridge District at maximum build-out. These estimates are preliminary, based on the current Specific Plan, and subject to change as development proceeds.

Not all of the maximum build-out in the Specific Plan area is expected to be built.

For additional discussion about future development within the IFD, see “New Development within the IFD.”
The following map shows the boundaries of the IFD.

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CITY OF WEST SACRAMENTO INFRASTRUCTURE FINANCING DISTRICT NO. 1 (BRIDGE

DISTRICT AREA)
Map of IFD Boundaries

Source: The IFP.

Overlap with the EIFD. As described in “PLAN OF FINANCE – Concurrent Issuance of EIFD Bonds,” a majority of the IFD is contained within the boundaries of the EIFD. The boundaries of the EIFD additionally include approximately 25% of the land area of the City. So long as the Bonds are Outstanding, the City may not use IFD Revenues to fulfil its obligations to the EIFD under to the EIFD Pledge. Following the dissolution of the IFD on December 5, 2044, the IFD Revenues will be available to the City to satisfy its obligation to the EIFD under the EIFD Pledge.

Land Use
The following table summarizes the taxable assessed values by land use category within the IFD for Fiscal Year 2024-25. The analysis is based upon County Assessor’s land use classifications applicable to the secured roll. The County Assessor does not assign a land use classification to unsecured property.

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TABLE 4
CITY OF WEST SACRAMENTO INFRASTRUCTURE FINANCING DISTRICT NO. 1 (BRIDGE

DISTRICT AREA)
Taxable Value by Land Use
Fiscal Year 2024-25
Land Use Category Parcels (1) Taxable Value % of Total
Commercial
Office 1 $ 62,912 0.0%
Retail 3 2,499,177 1.0%
Parking 3 1,793,254 0.7%
Misc. Comm 1 6,220,292 2.5%
8 10,575,635 4.2%
Residential
Multifamily 19 144,833,964 58.2%
Single Family 65 41,885,636 16.8%
84 186,719,600 75.0%
Other
Industrial 10 11,007,525 4.4%
Land 64 34,709,253 13.9%
Other Secured 12 2,773,288 1.1%
Unsecured 3 3,119,184 1.3%
89 51,609,250 20.7%
Total All Land Use 181 $248,904,485 100.0%

Source: Fiscal Consultant’s Report
(1) Includes the number of unsecured assessments.

Residential uses account for 75% of the Fiscal Year 2024-25 assessed values within the IFD, vacant land accounts for 13.9%, industrial uses account for 4.4%, commercial uses account for

4.2%, unsecured assessments account for 1.3%, and other secured property accounts for the remaining 1.1% of Fiscal Year 2024-25 taxable assessed values within the IFD.

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Historical Assessed Values
As summarized in the following table, from Fiscal Year 2014-15, the Base Year, to Fiscal Year 2024-25, the taxable assessed values of property within the IFD increased at an annualized rate of 16.1%. The taxable assessed value growth within the IFD has been positive in every year over this period.

TABLE 4
CITY OF WEST SACRAMENTO INFRASTRUCTURE FINANCING DISTRICT NO. 1 (BRIDGE

DISTRICT AREA)
Historical Taxable Values and Annual Percentage Increase or Decrease Fiscal Years 2014-15 to 2024-25
Fiscal Year Assessed Value % Change
2014-15 (1) $ 56,037,242 n/a
2015-16 67,184,478 19.9%
2016-17 95,711,005 42.5%
2017-18 99,859,346 4.3%
2018-19 111,519,043 11.7%
2019-20 130,304,893 16.8%
2020-21 145,755,807 11.9%
2021-22 159,344,463 9.3%
2022-23 163,301,270 2.5%
2023-24 219,617,331 34.5%
2024-25 248,904,485 13.3%
Annualized % Change 16.1%

Source: Fiscal Consultant’s Report.
(1) Base Year.

Largest Taxpayers
The ten largest property taxpayers within the IFD for Fiscal Year 2024-25 are identified in the following table. Multiple legal entities affiliated with a single ownership are aggregated; for example, River City Land Holding Co. LLC also includes affiliated entity River City Parking LLC, which are aggregated for purposes of the analysis of top taxpayers. The ten largest taxpayers for Fiscal Year 2024-25 represent 78.8% of total assessed value within the IFD and 101.7% of incremental assessed value within the IFD. The top two taxpayers for Fiscal Year 2024-25 collectively represent over 89% of incremental assessed value within the IFD, with Fulcrum Property, the top taxpayer, alone representing over 58% of incremental assessed value within the IFD.

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The top 10 taxpayers collectively represent over 100% of the incremental assessed value of the IFD because all of the other taxpayers in the IFD not within the top 10 collectively represent a negative incremental value.

Sutter Health Park is adjacent to but not included within the boundaries of the IFD.

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TABLE 5
CITY OF WEST SACRAMENTO INFRASTRUCTURE FINANCING DISTRICT NO. 1 (BRIDGE DISTRICT AREA) Top 10 Taxpayers
Fiscal Year 2024-25
Secured
Parcels
Assessed Value % Assessed Value (1)
Taxpayer Land Use Secured Unsecured Total %Total % Incr.

1. Fulcrum Property (2) Mixed-use 31 $113,118,005 $0 $113,118,005 45.4% 58.7%

2. 801 Riverfront Property Owner LLC Multifamily 1 59,215,140 - 59,215,140 23.8% 30.7%

3. River City Land Holding Co LLC (3) Land/landscaping 14 6,280,567 - 6,280,567 2.5% 3.3%

4. Ramcon Engineering & Environ. (4) Land 5 3,251,935 - 3,251,935 1.3% 1.7%

5. RMC Pacific Material (5) Land 3 3,202,788 - 3,202,788 1.3% 1.7%

6. Sacramento Stucco Co Inc. Industrial 2 2,759,103 - 2,759,103 1.1% 1.4%

7. Bridge District Riverfront LLC Land 1 2,456,741 - 2,456,741 1.0% 1.3%

8. CC Media Holdings Inc. Unsecured property - - 2,032,935 2,032,935 0.8% 1.1%

9. Bridge Triangle Associates LP Multifamily 1 2,011,211 - 2,011,211 0.8% 1.0%

10. Lam Yuk Tsan 3 townhome units 3 1,805,646 - 1,805,646 0.7% 0.9% Total Top 10 Taxpayers 61 $194,101,136 $2,032,935 $196,134,071 78.8% 101.7% (6)

Source: Fiscal Consultant’s Report.

Note: Sutter Health Park is not included within the boundaries of the IFD. (1) Based upon FY 2024-25 assessed value of $248,904,485 and incremental assessed value of $192,867,243. (2) Includes the following related entities of Fulcrum Property: Smart Growth Investors III LLC, River Road Venture II LLC, TBD Apts II LP, TBD Phase VII LP, TBD Apartments I LP, TBD Apartments III LP, TBD Apartments IV LP, and TBD Apartments V LP. (3) Includes River City Parking LLC.
(4) Includes Ramos Frank & Joanne Family Trust
(5) Includes Lonestar CA Inc.
(6) The top 10 taxpayers represent over 100% of the incremental assessed value of the IFD because all of the other taxpayers in the IFD excluding the top 10 combine to represent a negative incremental value.

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Concentration of Property Ownership. Concentration of ownership presents a risk in that, if one or more of the largest property Owners were to default on their taxes or were to successfully appeal the tax assessments on property within the IFD, a substantial decline in the IFD Revenues would result. Such a decline could materially and adversely affect the ability of the IFD to pay debt service on the Bonds. The largest taxpayers could be affected by various factors such as recession or a decline in the value of real estate. For additional discussion, see “RISK FACTORS – Concentration of Property Ownership.”
Descriptions of Top 10 Taxpayers. The following provides a brief description of each of the top ten taxpayers within the IFD.

Fulcrum Property and affiliated entities own a portfolio of properties within the IFD that includes multiple recently built apartment properties with 339 total units (“the Foundry”, “the Block”, “980 Central”, “Edge”, and “Habitat”), parking areas for Sutter Health Park (a Triple A ballpark) totaling 6 acres, approximately 32 acres of developable land along the Sacramento riverfront, and a building occupied by a beer garden (“the Barn”).

In addition to the developments described above, Fulcrum Property also own other small vacant yet to be developed parcels within the IFD including parcels currently used as parking areas for Sutter Health Park. Construction of additional apartment buildings is occurring at two Fulcrum Property’s parcels that listed as undeveloped in the Fiscal Consultant’s Report.

Fulcrum Property, which acts through various affiliates which it controls, is a developer based in Sacramento, California with several ongoing projects in the Sacramento area, including the City. Fulcrum’s prior projects include retail, office, mixeduse, and residential development, for both sale and lease. Fulcrum Property Corporation is a commercial real estate investment firm engaged in the acquisition, redevelopment and management of anchored shopping centers, office buildings and mixed-use developments. Fulcrum Management Group manages or co-manages over 2.5 million square feet of Northern California shopping centers, including Arden Fair Mall, Rocky Ridge Town Center, Market Square, Washington Square & Davis Commons, and over 800,000 square feet of office building space, and developed the NBA basketball arena Golden 1 Center in the City of Sacramento.

For further information on Fulcrum, see its webpage located at www.fulcrumproperty.com. The website address is given for reference and convenience only, and the information on the website may be incomplete or inaccurate and has not been reviewed by the City or the Underwriters. Nothing on this website is a part of this Official Statement or incorporated into this Official Statement by reference.

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801 Riverpoint Property Owner LLC is the owner of an apartment property with 285 units, built in 2023. The property includes linear retail frontage along the entire length of Riverfront Street.

Bridge District Riverfront LLC is a partnership group that was established by Dean F. Unger (now deceased), the founder of Dean F. Unger, AIA, a Sacramento area architectural firm founded in 1959. The firm is currently led by Lynn Yackzan, a member of the Unger family, which is a multifamily and commercial developer in the State with ties to the City and surrounding area.

River City Land Holding Co LLC owns land adjacent to Sutter Health Park.

Ramcon Engineering and Environmental Contracting is a site remediation and construction contractor that owns a parking lot adjacent to Sutter Health Park.

RMC Pacific Material is a provider of construction materials that owns land along the Sacramento riverfront.

Sacramento Stucco Co Inc. is a stucco supplier that owns an industrial / warehouse facility within the Bridge District.

Bridge District Riverfront LLC owns a parcel of vacant land along the Sacramento Riverfront.

CC Media Holdings LLC is the owner of a billboard fronting U.S. Highway 50, assessed as unsecured property.

Bridge Triangle Associates is the owner of a 70-unit multifamily affordable housing property, of which approximately $2 million constitutes taxable assessed value and the remaining $32.7 million is exempt from property taxes.

Lam Yak Tsan is the owner of three townhome units.

Assessment Appeals
Property values determined by the County Assessor may be subject to an appeal by a property owner. Assessment appeals are filed annually with the County Assessment Appeals Board for a hearing and resolution. A property owner can file for a regular assessment appeal of the current Fiscal Year assessed valuation between July 2 and November 30. Most appeals heard by an Assessment Appeals Board are scheduled within twelve to eighteen months. Revenue and Taxation Code §1604, however, allows up to two years for an assessment appeal to be decided unless this time limit is waived by the applicant. If the appeal is not decided within the two-year

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statutory time frame and the time limit is not waived, the assessor is required to use the applicant’s opinion of value.

The majority of appeal filings in the IFD are Proposition 8 (“Prop 8”) appeals relating to temporary declines in market value. Assessed value reductions from Prop 8 appeals are subject to annual review by the Assessor and potential restoration over time based on future increases in market value. “Base year” appeals contest changes in assessed value arising from re-assessable events such as transfer of ownership or new construction. Assessed value reductions from “base year” appeals affect the maximum assessed value under Proposition 13 on an on-going basis.

Resolution of an appeal may result in a reduction to the Assessor's original taxable value and a tax refund to the property owner. The City’s practice has been to allocate up to 100% of the calculated tax increment revenue to the IFD based on County-reported assessed values. This apportionment procedure effectively holds the IFD harmless from tax refunds arising from assessment appeal refunds. Based on the City’s existing practice, the primary risk to Available IFD Revenues arising from assessment appeals is a potential reduction in future year assessed values.

The Assessor may also proactively review and reduce assessed values for declines in market values without an assessment appeal filing, pursuant to Proposition 8. In the event of a proactive reduction in assessed value by the Assessor, values are subject to restoration over time as market values increase, as with Proposition 8 appeal reductions. .

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Historic Appeals Filing Outcomes: Fiscal Years 2017-18 to 2023-24. The following table summarizes assessment appeal filing outcomes within the IFD for appeals of Fiscal Years 2017-18 to 2023-24 using data provided by staff for the County Assessment Appeals Board. The appeals database includes 31 resolved appeal records within the IFD during this period. Of the 31 resolved appeal records, 13 (42%) were stipulated or adjusted by the Assessment Appeals Board and the remaining 18 (58%) of appeals were denied or withdrawn by the applicant.

TABLE 6
CITY OF WEST SACRAMENTO INFRASTRUCTURE FINANCING DISTRICT NO. 1 (BRIDGE DISTRICT AREA) Assessment Appeal Filing Outcomes, FY 2017-18 to FY 2023-24 (Dollars in millions)
Number of Resolved Appeals Assessed Valuation: Resolved Appeals Fiscal Year
Total
Filings
Open
Filings Total
Denied or
Withdrawn
Stipulated
or Reduced
Assessor /
Roll Value
Applicant
Opinion of
Value
Resolved
Value
Net
Reduction
in Value
Average %
Reduction
2017-18 19 0 19 12 7 $ 47.1 $ 9.9 $ 47.6 ($ 0) (1.0%)
2018-19 7 0 7 2 5 9.7 6.5 10.6 (1) (9.3%)
2019-20 1 0 1 1 0 0.6 0.5 0.6 0 0.0%
2020-21 2 0 2 1 1 7.3 3.7 7.2 0 2.1%
2021-22 2 0 2 2 0 5.0 0.1 5.0 0 0.0%
2022-23 0 0 0 0 0 n/a n/a n/a n/a n/a
2023-24 0 0 0 0 0 n/a n/a n/a n/a n/a
Total 31 0 31 18 13 $ 70 $ 21 $71 ($1) (1.8%)
% of Total 100% 58% 42%

Source: Fiscal Consultant’s Report.

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There were 13 stipulated appeals that resulted in a $1 million aggregate net increase in assessed value. This net increase was a result of ten stipulated appeals for Fiscal Years 2017-18 and 2018-19 by number three top taxpayer, River City Land Holding Company, which resulted in a combined $1.4 million net increase in assessed value. The appeals relate to land parcels adjacent to Sutter Health Park filed in conjunction with an appeal of the Sutter Health Park assessed value (Sutter Health Park is not within the boundaries of the IFD and so is not included in the Table 6 appeal information). The appeals were resolved pursuant to a settlement agreement, which resulted in a reduction in the assessed value of Sutter Health Park itself, but an increase in the assessed value of adjacent land parcels within the IFD. Under the settlement agreement, River City Land Holding Company agreed not to file further appeals as long as the Assessor uses the valuation methodology established in the settlement agreement.

Summary of Pending Appeals. No appeal records were identified in the County’s appeals database for the IFD for the FY 2022-23 to FY 2024-25 period, nor were any pending appeal records identified for prior Fiscal Years.

For additional discussion, see “RISK FACTORS – Assessment Appeals” and section 5.0 of the Fiscal Consultant’s Report in APPENDIX F.

New Development within the IFD
The IFD overlaps a majority of the Bridge District, a planned urban district along the Sacramento River that is being developed under the framework established in the Specific Plan.

Through the end of 2024, approximately 1,110 residential units and 47,000 square feet of commercial development had been completed or commenced construction within the Bridge District. In total, the Bridge District has an approved development capacity of up to 5,210 residential units and 7,290,000 square feet of commercial development, with substantial remaining land available to accommodate future build out of the Specific Plan.

Construction-in-progress following the January 1, 2024 lien date for the Fiscal Year 2024- 25 assessment roll within the boundaries of the IFD includes one project, the Bridge District Phase VI project. The Bridge District Phase VI is a mixed-use development that consists of 260 rental residential units, 4,300 square feet of retail, and 29,000 square feet of office space. Construction of the Bridge District Phase VI was underway and had progressed to construction of the ground floor parking level as of the end of 2024.

Additional projects have been submitted to the City’s Community Development Department and are in earlier development stages, as listed below.

Block 17 (BioSpace Phase 1). The City approved plans for a 207,000 square foot commercial office, research and development project located in the IFD.

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Grand Street Apartments. A developer has proposed to build a 191-unit multifamily apartment project in the IFD.

For additional discussion, see section 7.0 of the Fiscal Consultant’s Report in APPENDIX F.

History of IFD Revenues Available to Pay Transfer Amount A summary of the historical IFD Revenues that would have been available to the City to pay the Transfer Amount for the period beginning in Fiscal Year 2014-15, the Base Year, through Fiscal Year 2023-24, together with actual allocations from the City to the IFD for the same period, is presented in the following table.

The City was not obligated to make allocations to the IFD during this period. The City’s allocations of funds to the IFD during this period were discretionary budgeting decisions.

Amounts that the City has allocated to the IFD prior to the issuance of the Bonds are not pledged to the repayment of the Bonds.

The IFD Revenues shown in the table on the following page do not reflect a $189,057 annual deduction for CFD-12 Revenues. The obligation to pay the CFD-12 Revenues under the Local Baseball Agreement is an obligation of the Successor Agency and the City. The CFD-12 Revenues, when paid by the City, will be deducted in the determination of the IFD Revenues available to pay the Transfer Amount pursuant to the Irrevocable Pledge. Following the issuance of the Bonds, the City will be obligated to pay the Transfer Amount to the IFD from the IFD Revenues as required by the Irrevocable Pledge.

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TABLE 7
CITY OF WEST SACRAMENTO INFRASTRUCTURE FINANCING DISTRICT NO. 1 (BRIDGE DISTRICT AREA) History of IFD Revenues Available to Pay Transfer Amount Fiscal Years 2014-15 to 2023-24(1)
(dollars in thousands)
Fiscal Year
2014-15 (3) 2015-16 2016-17 2017-18 2018-19 2019-20 2020-21 2021-22 2022-23 2023-24 Assessed Values
Assessed Value $ 56,037 $ 67,184 $ 95,711 $ 99,859 $ 111,519 $ 130,305 $ 145,756 $ 159,344 $ 163,301 $ 219,617 Base Year Value (56,037) (56,037) (56,037) (56,037) (56,037) (56,037) (56,037) (56,037) (56,037) (56,037) Incremental AV $0 11,147 39,674 43,822 55,482 74,268 89,719 103,307 107,264 163,580 Calculated IFD Revenue
Gross 1% Levy 0 111 397 438 555 743 897 1,033 1,073 1,636 IFD [email protected]% (1) $ 0 $ 29 $ 103 $ 114 $ 144 $ 193 $ 233 $ 268 $ 278 $ 424 Percent change n/a n/a 256% 10% 27% 34% 21% 15% 4% 53%
Actual Allocation to IFD (2) $ 0 $ 196 $ 12 $ 243 $ 46 $ 387 $ 467 $ 538 $ 559 $ 853

Source: Fiscal Consultant’s Report.
(1) Uses a revenue share for FY 2024-25. Had the revenue share been recalculated for prior years, it would have varied slightly. Amount does not reflect deduction of the CFD-12 Revenues.
(2) Allocations to the IFD have been subject to annual City budgeting decisions. Actual allocations to the IFD exceeded calculated revenues in most years due to application of a City revenue share that exceeded the effective City share. Allocations to the IFD have been subject to annual City budgeting decisions and in some cases were less than the calculated amount. The Irrevocable Pledge requires the City to allocate IFD Revenues to the IFD in an amount at least equal to the Transfer Amount.
(3) Base Year for IFD.

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Projected IFD Revenues Available to Pay Transfer Amount and Estimated Debt Service Coverage
Projection of Annual IFD Revenues. Projections of the annual IFD Revenues from which the City is obligated to pay the Transfer Amount to the IFD pursuant to the Irrevocable Pledge and from which the Tax Increment Revenues pledged to pay debt service coverage on the Bonds are derived are summarized in the following tables. The projections present two scenarios, a “no growth” scenario and a “2% annual growth” scenario.

The no growth scenario projections reflect reported Fiscal Year 2024-25 assessed values but otherwise do not include any growth in the assessed values of property within the IFD.

The 2% annual growth scenario projections reflect the application of the 2% maximum allowable inflationary increase under Proposition 13 for Fiscal Year 2025-26 and all future years.

Neither set of projections includes any increases in assessed value from construction in progress or future development.

The available annual IFD Revenues are calculated based on the IFD’s incremental assessed value, multiplied by the 1% basic property tax levy, multiplied by the applicable City share of the 1% tax rate, less estimated County administrative expenses, less the $189,057 CFD-12 Revenues amount during the period where the CFD-12 Refunding Bond remains Outstanding. As discussed in “Historic IFD Revenues Available to Pay Transfer Amount” and in section 3 of the Fiscal Consultant’s Report, through Fiscal Year 2036-37, while the Successor Agency remains in existence, the available IFD Revenues reflect a property tax share of 25.9485%, the net effective property tax share applicable to Incremental City RPTTF Funds. Commencing in Fiscal Year 2036-37, pursuant to Health and Safety code section 34187(b), the Successor Agency is required to initiate the process of its final dissolution within 30 days of paying off all of its enforceable obligations, after which dissolution the available IFD Revenues will reflect a property tax share of 49.0122%.

Future growth of the IFD Revenues beyond the amounts presented in the following tables, if any, will be dependent partially on the development of the remaining undeveloped property within the IFD. Any future development within the IFD may be subject to unexpected delays, disruptions and changes No assurance can be given future development will occur within the IFD, and for purposes of evaluating the investment quality of the Bonds, prospective purchasers should consider the possibility that such underdeveloped property will remain vacant or only partially improved.

No Growth Scenario – Projection of IFD Revenues and Estimated Debt Service Coverage. The following table shows the estimated IFD Revenues available to pay the Transfer Amount, and ultimately, the debt service on the Bonds, assuming no growth in assessed values except as noted below. The table includes projected debt service on the Bonds. The projection of assessed value

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does not include the assessed value to be added to the fiscal year 2025-26 assessment rolls as a result of new construction and transfers of ownership since the January 1, 2024 lien date for the fiscal year 2025-26 assessment roll as described in “New Development within the IFD.”

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TABLE 8
CITY OF WEST SACRAMENTO INFRASTRUCTURE FINANCING DISTRICT NO. 1 (BRIDGE DISTRICT AREA) Projection of IFD Revenues and Debt Service Coverage
Assumes No Growth on Assessed Value After 2024-25
(Dollars in thousands)
Fiscal
Year
IFD
AV
Increment
Tax Increment
@ 1% of IFD AV
Increment
IFD Share of
Incremental
Revenue
Gross
IFD
Revenue
Excluded
CFD-12
Revenue (1)
Co. Admin @

0.53% once
SA dissolves
IFD
Revenues
Debt Service
on the
Bonds
Debt Service
Coverage
Ratio
2024-25 $ 192,867 $ 1,929 25.95% $ 500 ($ 189) $ 0 $ 311 2025-26 192,867 1,929 25.95% 500 (189) 0 311
2026-27 192,867 1,929 25.95% 500 (189) 0 311
2027-28 (2) 192,867 1,929 25.95% 500 (189) 0 311
2028-29 192,867 1,929 25.95% 500 0 500
2029-30 192,867 1,929 25.95% 500 0 500
2030-31 192,867 1,929 25.95% 500 0 500
2031-32 192,867 1,929 25.95% 500 0 500
2032-33 192,867 1,929 25.95% 500 0 500
2033-34 192,867 1,929 25.95% 500 0 500
2034-35 192,867 1,929 25.95% 500 0 500
2035-36 192,867 1,929 25.95% 500 0 500
2036-37 (3) 192,867 1,929 25.95% 500 0 500
2037-38 192,867 1,929 49.01% 945 (5) 940
2038-39 192,867 1,929 49.01% 945 (5) 940
2039-40 192,867 1,929 49.01% 945 (5) 940
2040-41 192,867 1,929 49.01% 945 (5) 940
2041-42 192,867 1,929 49.01% 945 (5) 940
2042-43 192,867 1,929 49.01% 945 (5) 940
2043-44 (4) 192,867 1,929 49.01% 945 (5) 940

Source: Fiscal Consultant’s Report.

Note: Projection reflects no growth in the reported FY2024-25 assessed values. (1) The Irrevocable Pledge provides for an exclusion of these amounts from Available IFD Revenue, although payments are made by the Successor Agency and not an IFD obligation.
(2) The final payments of debt service on the CFD-12 Refunding Bond will occur in FY 2027-28. (3) The Successor Agency is projected to dissolve following FY2036-37. (4) The IFD will dissolve on December 5, 2044.

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2% Annual Growth Scenario - Projection of IFD Revenues and Estimated Debt Service Coverage.

The following table shows the estimated IFD Revenues available to pay the Transfer Amount, and ultimately, the debt service on the Bonds, assuming 2% annual growth in assessed values, reflecting the application of the 2% maximum allowable inflationary increase under Proposition 13 for Fiscal Year 2025-26 and all future years. The table includes projected debt service on the Bonds. The projection of assessed value does not include the assessed value to be added to the fiscal year 2025-26 assessment rolls as a result of new construction and transfers of ownership since the January 1, 2024 lien date for the Fiscal Year 2025-26 assessment roll as described in “New Development within the IFD.”

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TABLE 9
CITY OF WEST SACRAMENTO INFRASTRUCTURE FINANCING DISTRICT NO. 1 (BRIDGE DISTRICT AREA) Projection of IFD Revenues and Debt Service Coverage
Assumes 2% Annual Growth on Assessed Value After 2024-25 (Dollars in thousands)
Fiscal
Year
IFD
AV
Increment
Tax Increment
@ 1% of IFD AV
Increment
IFD Share of
Incremental
Revenue
Gross
IFD
Revenue
Excluded
CFD-12
Revenue (1)
Co. Admin @

0.53% once
SA dissolves
IFD
Revenues
Debt Service
on the
Bonds
Debt Service
Coverage
Ratio
2024-25 $ 192,867 $ 1,929 25.95% $ 500 ($ 189) $ 0 $ 311 2025-26 197,749 1,977 25.95% 513 (189) 0 324
2026-27 202,729 2,027 25.95% 526 (189) 0 337
2027-28 (2) 207,809 2,078 25.95% 539 (189) 0 350
2028-29 212,990 2,130 25.95% 553 0 553
2029-30 218,275 2,183 25.95% 566 0 566
2030-31 223,665 2,237 25.95% 580 0 580
2031-32 229,163 2,292 25.95% 595 0 595
2032-33 234,771 2,348 25.95% 609 0 609
2033-34 240,492 2,405 25.95% 624 0 624
2034-35 246,326 2,463 25.95% 639 0 639
2035-36 252,278 2,523 25.95% 655 0 655
2036-37 (3) 258,348 2,583 25.71% 664 0 664
2037-38 264,540 2,645 49.01% 1,297 (7) 1,290
2038-39 270,856 2,709 49.01% 1,328 (7) 1,321
2039-40 277,298 2,773 49.01% 1,359 (7) 1,352
2040-41 283,869 2,839 49.01% 1,391 (7) 1,384
2041-42 290,571 2,906 49.01% 1,424 (8) 1,416
2042-43 297,407 2,974 49.01% 1,458 (8) 1,450
2043-44 (4) 304,380 3,044 49.01% 1,492 (8) 1,484

Source: Fiscal Consultant’s Report.

Note: Projection reflects 2% annual growth in the reported FY2024-25 assessed values beginning in FY2025-26. (1) Irrevocable Pledge provides for an exclusion of these amounts from Available IFD Revenue, although payments are made by the Successor Agency and not an IFD obligation.
(2) The final payments of debt service on the CFD-12 Refunding Bond will occur in FY 2027-28. (3) The Successor Agency is projected to dissolve following FY2036-37. (4) The IFD will dissolve on December 5, 2044

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RISK FACTORS
The following information should be considered by prospective investors in evaluating the Bonds, but does not purport to be an exhaustive listing of risks and other considerations which may be relevant to investing in the Bonds. In addition, the order in which the following information is presented is not intended to reflect the relative importance of any such risks.

The various legal opinions to be delivered concurrently with the issuance of the Bonds will be qualified as to the enforceability of the various legal instruments by limitations imposed by State and federal laws, rulings and decisions affecting remedies, and by bankruptcy, reorganization or other laws of general application affecting the enforcement of creditors’ rights, including equitable principles.

Limited Source of Funds to Repay Bonds
The Bonds are payable solely from the Tax Increment Revenues and the other funds pledged therefore under the Fiscal Agent Agreement. The source of the Tax Increment Revenues is the City’s payments of the Transfer Amount to the IFD pursuant to the Irrevocable Pledge. The City is only obligated to pay the Transfer Amount from the IFD Revenues, which are derived from increases in the property tax revenues generated from within the boundaries of the IFD. See “SECURITY FOR THE BONDS” and “THE CITY OF WEST SACRAMENTO INFRASTRUCTURE FINANCING DISTRICT NO. 1 (BRIDGE DISTRICT AREA).”
Reductions in the assessed value of the property within the boundaries of the IFD would result in a reduction in the IFD Revenues that are available to pay the Transfer Amount, and ultimately, a reduction in the Tax Increment Revenues. A reduction in the Tax Increment Revenues could result in a failure of the IFD to make timely payment of the debt service due on the Bonds. See “RISK FACTORS—Reduction in Taxable Value.” The IFD expects to issue Parity Bonds secured by the pledge of the Tax Increment Revenues under the Fiscal Agent Agreement as assessed values of the property in the IFD increases as a consequence of further development within the IFD. See “SECURITY FOR THE BONDS—Parity Bonds.”
Reduction in Taxable Value
The amount of the IFD Revenues that are available to the City to pay the Transfer Amount to the IFD and thereby available to the IFD as Tax Increment Revenues to pay principal of and interest on the Bonds is determined by the amount of incremental taxable value within the IFD and the current rate or rates at which property within the IFD is taxed. The reduction of taxable values of property within the IFD caused by economic factors beyond the IFD’s control, such as sale of property to a non-profit corporation or governmental entity exempt from property

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taxation, or the complete or partial destruction of such property caused by, among other eventualities, earthquake or other natural disaster, could cause a reduction in the Tax Increment Revenues available to pay debt service on the Bonds. Such a reduction of Tax Increment Revenues to pay debt service on the Bonds could have an adverse effect on the IFD’s ability to make timely payments of principal of and interest on the Bonds; this risk could be increased by the significant concentration of property ownership within the IFD. See “THE CITY OF WEST SACRAMENTO INFRASTRUCTURE FINANCING DISTRICT NO. 1 (BRIDGE DISTRICT AREA) —Largest Taxpayers.”
As described in greater detail under the heading “PROPERTY TAXATION IN CALIFORNIA – Article XIIIA of the State Constitution,” Article XIIIA provides that the full cash value base of real property used in determining taxable value may be adjusted from year to year to reflect the inflation rate, not to exceed a two percent increase for any given year, or may be reduced to reflect a reduction in the consumer price index, comparable local data or any reduction in the event of declining property value caused by damage, destruction or other factors (as described above). Such measure is computed on a calendar year basis. Any resulting reduction in the full cash value base over the term of the Bonds with respect to property in the IFD could reduce the Tax Increment Revenues available to pay debt service on the Bonds.

Limitations on Remedies
The enforceability of the rights and remedies of the Owners of the Bonds and the obligations of the IFD may become subject to the following: the federal bankruptcy code and applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or affecting the enforcement of creditors’ rights generally, now or hereafter in effect; equitable principles which may limit the specific enforcement under state law of certain remedies: the exercise by the United States of America of the powers delegated to it by the federal Constitution; and the reasonable and necessary exercise, in certain exceptional situations of the police power inherent in the sovereignty of the State and its governmental bodies in the interest of servicing a significant and legitimate public purpose. Bankruptcy proceedings, or the exercise of powers by the federal or state government, if initiated, could subject the Owners of the Bonds to judicial discretion and interpretation of their rights in bankruptcy or otherwise and consequently may entail risks of delay, limitation, or modification of their rights.

Bond Counsel has limited its opinion as to the enforceability of the Bonds and of the Fiscal Agent Agreement to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or other similar laws affecting generally the enforcement of creditors’ rights, by equitable principles and by the exercise of judicial discretion. The lack of availability of certain remedies or the limitation of remedies may entail risks of delay, limitation or modification of the rights of the Bond Owners.

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Risks to Real Estate Market
The IFD’s ability to make payments on the Bonds will be dependent upon the economic strength of the property in the IFD. The general economy of the property in the IFD will be subject to all of the risks generally associated with urban real estate markets. Real estate prices and development may be adversely affected by changes in general economic conditions, fluctuations in the real estate market and interest rates, unexpected increases in development costs, the effects of tariffs, and by other similar factors. Further, real estate development within the IFD could be adversely affected by limitations of infrastructure or future governmental policies, including governmental policies to restrict or control development. In addition, if there is a significant decline in the general economy of the City, the Owners of property within the IFD may be less able or less willing to make timely payments of property taxes or may petition for reduced assessed valuation causing a delay or interruption in the receipt of Transfer Amount by the IFD, and thereby the Tax Increment Revenues pledged to the repayment of the Bonds. See “THE CITY OF WEST SACRAMENTO INFRASTRUCTURE FINANCING DISTRICT NO. 1 (BRIDGE DISTRICT AREA) — Projected IFD Revenues Available to Pay Transfer Amount and Estimated Debt Service Coverage” for a description of the projected debt service coverage on the Bonds.

Environmental Risks
The assessed value of the parcels in the IFD in the future can be adversely affected by a variety of natural and manmade occurrences, particularly those that may affect infrastructure and other public improvements and private improvements on the parcels in the IFD and the continued habitability and enjoyment of such private improvements. As described in additional detail below natural and manmade disasters that could affect the parcels within the IFD include, without limitation, extreme weather, land subsidence, earthquakes, flooding, levy failure, and wildfire. One or more natural or manmade disasters could occur and could result in damage to property within the IFD of varying seriousness.

Yolo County Hazard Mitigation Plan. In 2023, the County approved a 2023 update to its Yolo County Operational Area Multi-Jurisdictional Hazard Mitigation Plan (as updated, the “Hazard Mitigation Plan”). Information about the environmental and manmade hazards that affect the City specifically are discussed in Annex D to the Hazard Mitigation Plan. The following summary of the environmental and manmade hazards that affect the City is derived from the Hazard Mitigation Plan. Reference should be made to the complete Hazard Mitigation Plan, which can be found on the County website at: https://www.yolocounty.gov/government/generalgovernment-departments/office-of-emergency-services/reports-and-publications The following table summarizes the environmental risks that affect the City identified in the Hazard Mitigation Plan. Extreme weather events are listed as “extremely likely,” meaning a near 100% chance of occurrence within the next year. Drought and land subsidence are listed as “likely,” which means between a 10 and 100% of occurrence in the next year, or a recurrence of 10 years or less. Earthquake, flooding, levee failure and wildfire are listed as “occasional,” which

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means an estimated 1 to 10% chance of occurrence or a recurrence interval of between 11 and 100 years. Following the table are brief summaries of each of the “extremely likely,” “likely,” and “occasional” risks to the City derived from and as identified by the Hazard Mitigation Plan.

CITY OF WEST SACRAMENTO
Summary of Hazard Risks
Hazard
Geographic
Extent
Likelihood
of
Future
Occurrences
Magnitude/
Severity Significance
Dam Failure Extensive Unlikely Catastrophic Low
Drought Significant Likely Limited Low
Earthquake Significant Occasional Limited Low
Flooding Extensive Occasional Catastrophic High
Land Subsidence Limited Likely Negligible Low
Levee Failure Extensive Occasional Catastrophic High
Severe Weather: Extreme Heat Extensive Highly Likely Critical Medium Severe Weather: Extreme Cold and
Freeze
Extensive Highly Likely Limited Medium
Severe Weather: Fog Significant Highly Likely Negligible Low Severe Weather: High Winds Extensive Highly Likely Critical Medium Severe Weather: Tornado Limited Unlikely Limited Low
Volcano Negligible Unlikely Negligible Low
Wildfire Significant Occasional Critical Low

Source: 2023 Yolo County Operational Area Multi-Jurisdictional Hazard Mitigation Plan Extreme Weather. Extreme heat occurs throughout the City primarily during the summer months. Temperature extremes are likely to continue to occur annually in the City. Temperatures at or above 90°F are common most summer days in the City. Extreme cold and freeze occur annually in the City. In a typical year, minimum temperatures fall below 32°F on 18.3 days in the City. The City is subject to potentially destructive straight-line winds. High winds are common throughout the area and can happen during most times of the entire year and outside of a severe storm event. Fog can be prevalent throughout the City as it is located in the valley where fog is more apt to form. Impacts from fog can be compounded in West Sacramento due the presence of two major highways, Interstate 80 and Interstate 80 Business/U.S. Highway 50, which run through the City. The potential for serious accidents exist due to fog, which could result in injuries and fatalities to motorists and first responders.

Drought. Drought affects all areas of Yolo County, though drought conditions can be greater in the southeastern part of the County. There has been one Federal disaster related to drought in Yolo County issued in 1977. According to the United States Department of Agriculture, within the last ten years droughts have been declared in the County in 2015-17 and during 2020.

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Land Subsidence. Land subsidence could occur anywhere in the City, though higher expansive soils are primarily found on the southern edges of the City. These areas are closer to agricultural fields where there is a higher instance of groundwater pumping, a primary cause of land subsidence. The expansion of housing into areas formerly occupied by agricultural fields could result in the future settling of homes.

Earthquake. Earthquakes can occur anywhere in the City. The City lies along the far eastern boundary of the Coast-Sierran Block Boundary (CRSBB) where most earthquakes in the County would primarily originate from. While direct impacts from a major earthquake in this area would not be as extensive in the City as in other areas of the County further west, seiches or oscillations in local bodies of water could overtop and damage levees around this City. This could cause water to inundate surrounding areas. The bodies of water most susceptible to seiches in or near West Sacramento are the Sacramento River, Yolo and Sacramento Bypasses, and the Deep Water Ship Channel. The danger of seiches during seismic events is limited to those periods when the Yolo and Sacramento Bypasses and Sacramento River are full during the flood season.

Overtopping of levees during this period could cause a limited amount of flooding; however, the risk of this happening is reduced by the very limited time with which the Sacramento and Yolo and Sacramento Bypasses are at these stages.

The only earthquake to significantly affect Yolo County in recent history is the April 1892 Vacaville-Winters earthquake that measured 6.9 on the Richter Scale and caused severe damage to Winters and lesser damage to Davis, Woodland, and other parts of the County.

Flood. Historically, West Sacramento has been vulnerable to flooding because during high water events that affect the region as the City is mostly surrounded by water. The City is bounded on the west by the Yolo Bypass, on the north by the Sacramento Bypass and the Sacramento River, on the east by the Sacramento River. The City is also susceptible to flooding because of its relatively flat terrain and because of the number of water courses that traverse the City. High water levels are a common occurrence in winter and spring months due to increased flows from the Sacramento and American Rivers and flows into the Yolo Bypass. Additionally, most areas of the City are subject to flooding by the failure of urban drainage systems that may not be able to accommodate large volumes of water during severe rainstorms.

River flooding is the most significant natural hazard that West Sacramento faces, primarily because, as described in additional detail below, the threat of a levee breach would result in catastrophic flooding. If a 100-year event flood event is exceeded, the consequences could be significant as flood depths behind levees can range up to many feet deep in some urban areas.

The City lies within the natural floodplain of the Sacramento River. The impact of floods have been lessened due to flood control improvements that include levees and the Yolo and Sacramento Bypasses, which divert water flows around the City to the west. As described in

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additional detail in “Urban Level of Flood Protection (ULOP) Requirements” below, the West Sacramento Area Flood Control Agency (“WSAFCA”) has recently completed flood control improvements that were needed to provide “200-year” protection along the Sacramento River, Sacramento Bypass, Yolo Bypass, Deep Water Ship Channel and South Cross levees protecting the City. WSAFCA is an active capital improvement flood risk reduction program that has address the worst-first levee deficiencies, including over six miles of improvements along the Sacramento River, reinforcement of the Sacramento bypass levee slopes and rehabilitation of the Yolo Bypass East Levee.

As part of a national effort to update all Flood Insurance Rate Maps, FEMA began the process of re-evaluating the level of protection provided by all existing flood protection systems in the country. The Federal and State safety guidelines have recently changed, with the new criteria affecting communities protected by levees. If areas within the City are remapped into an adverse flood zone as a result of new Federal guidelines, flood insurance would become mandatory for all property Owners within such flood zone with federally guaranteed mortgage loans, which could suspend all homebuilding until levee improvements are completed.

Most of West Sacramento is currently designated as Flood Zone X. Within this flood zone designation, there is not a statutory requirement for flood insurance. Additionally, new construction and expansion of existing structures are allowed within this flood zone designation without being subject to onerous elevation and flood-proofing requirements. If FEMA changes the Zone X designation because it determines that the flood protection is not better than a 100- year protection, much of the area within the City with a Flood Zone X designation would be changed to a “Special Flood Hazard Area.” Such a change would require property Owners within areas affected by the change to obtain flood insurance. Additionally, the potential designation could require new construction and major renovations to be elevated and be flood proofed. It is the stated goal of the City to complete as much levee work as possible before FEMA begins its remapping of West Sacramento.

Major flooding has occurred in Yolo County in 1937-38, 1940, 1943, 1950, 1955, 1958, 1963, 1967, 1973, 1975, and 1986. Flooding generally occurs in the relatively flat agricultural lands within the eastern two-thirds of the county. Yolo County received three disaster declarations for flooding in 2017, but these declarations primarily concerned levee damages. There was road damage throughout Yolo County because of stopped up culverts, but flooding was minimal.

There were three winter storms that hit Yolo County at the beginning of 2023, causing flooding throughout Yolo County.

Levee Failure. The potential for flooding in the West Sacramento area depends on the levee system and magnitude of flood hazards. Inundation of West Sacramento could occur if the levees failed or were over-topped by flood waters. The area of greatest concern is along the west bank of the Sacramento River and the interior Port levees. A report prepared for the Army Corps of Engineers found low stability of levee materials in levees that protect the city and the potential for over-topping at the Port South internal levee. During the 1986 floods, some slumping of a

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section of levee occurred near the intersection of Davis Road and South River Road. That levee has been replaced with a setback levee, which was completed in 2018. Other areas that have experienced levee slumping and spreading are located on the east side of the Yolo Bypass. The Army Corps of Engineers has been actively working on the East Yolo Bypass levee to increase its resiliency.

Levee failures and their impacts would vary by location and severity of any given levee failure or breach event, dependent upon the ability to intervene and stop the flow of water. Based on the number of levees located throughout the City and population in leveed areas, future levee failure events would have potentially devastating economic impacts to the City.

Urban Level of Flood Protection (ULOP) Requirements. Senate Bill (SB) 5, passed by the State Legislature in 2007, requires cities and counties within the Sacramento and San Joaquin Valleys, including the City, to make findings related to an urban level of flood protection before approving certain land-use decisions. An “urban level of flood protection” is defined as 200-year level of flood protection, that is, the level of protection necessary to withstand flooding that has a 1-in200 chance of occurring in any given year using criteria developed by the California Department of Water Resources (“DWR”). Examples of the land-use decisions affected by these requirements include the continued ability to approve discretionary permits, entitlements, and tentative maps.

During large flood events, the City can become an urban island that depends on the successful performance of nearly 50 miles of levees to protect against the inflow of flood waters.

WSAFCA continues to advance a comprehensive program of activities referred to as the West Sacramento Levee Improvement Program (“WSLIP”) to reduce flood risk to the City. The primary goal of WSAFCA is to achieve at least a 200-year level of flood protection for the City as soon as possible. While SB 5 set a deadline of 2025 for the City to achieve an urban level of flood protection, in 2023 the State Legislature passed SB 586 which extended the deadline for the City to achieve an urban level of flood protection from 2025 to 2040.

Wildfire. West Sacramento does not have a wildland urban interface like those in the western, more mountains areas of the County where large wildfires are more apt to occur. As the City is not heavily forested, fire risk is primarily from grass fires that could threaten homes and infrastructure. As shown in the following map, the City, together with much of the eastern portion of the County, is not located in a “very high,” “high,” or “moderate” severity zone according to CalFire.

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YOLO COUNTY
Fire Hazard Severity Zones

Source: CAL FIRE

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Hazardous Substances. Any discovery of a hazardous substance detected on property within the IFD would affect the marketability and the value of some or all of the property in the IFD. In that event, the Owners and operators of a parcel within the IFD may be required by law to remedy conditions of the parcel relating to releases or threatened releases of hazardous substances. The federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, sometimes referred to as “CERCLA” or the “Superfund Act,” is the most well-known and widely applicable of these laws. State laws regarding hazardous substances are also applicable to property within the District and are as stringent as the federal laws. Under many of these laws, the owner (or operator) is obligated to remedy a hazardous substance condition of property whether or not the owner (or operator) has anything to do with creating or handling the hazardous substance. The effect, therefore, should any of the parcels be contaminated by a hazardous substance is to reduce the marketability and value of the parcel by the costs of remedying the condition, because the purchaser, upon becoming owner, will become obligated to remedy the condition just as is the seller.

Further, it is possible that liabilities may arise in the future with respect to any of the parcels within the IFD resulting from the existence, currently, on the parcel of a substance presently classified as hazardous but which has not been released or the release of which is not presently threatened, or may arise in the future resulting from the existence, currently, on the parcel of a substance not presently classified as hazardous but which may in the future be so classified. Further, such liabilities may arise not simply from the existence of a hazardous substance but from the method of handling it. All of these possibilities could significantly affect the value of a parcel within the District that is realizable upon a foreclosure sale.

Risks of Climate Change Generally. Climate change is expected to affect the City, the County, the State of California, and the world. Climate change is expected to exacerbate the effects and impacts of other hazards. Climate change is already affecting and will continue to alter the physical environment throughout the City and greater Sacramento Valley; however, specific implications of climate change effects vary with differing physical, social, and economic characteristics within the City.

The City of West Sacramento in general could see population fluctuations because of climate impacts relative to those experienced in other regions, and these fluctuations could be expected to impact demand for housing and other development. For example, sea level rise may disrupt economic activity and housing in coastal communities, resulting in migration to inland urban areas. Other interior western states may experience an exodus of population due to challenges in adapting to heat even more extreme than that which is projected to occur here.

Concentration of Property Ownership
Based on Fiscal Year 2024-25 assessed taxable valuations, the top ten taxable property Owners in the IFD represent 101.7% of the total Fiscal Year 2024-25 incremental assessed value.

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The largest property taxpayer in the IFD alone accounted for approximately 58.7% of the Fiscal Year 2024-25 incremental assessed value of the IFD. A default by any such taxpayer in the payment of its property taxes, a transfer of ownership at a price below existing assessed values, or a successful assessment appeal could each materially and adversely affect the ability of the IFD to pay debt service on the Bonds. While the County has adopted the Teeter Plan, which results in allocation of 100% of the calculated tax increment attributed to secured assessed values without regard to delinquencies, the County Board of Supervisors may in the future elect to discontinue the Teeter Plan. For additional discussion of the Teeter Plan, see “PROPERTY TAXATION IN CALIFORNIA – Property Tax Collection Procedures.”
The top 10 taxpayers collectively represent over 100% of the incremental assessed value of the IFD because all of the other taxpayers in the IFD not within the top 10 collectively represent a negative incremental value.

Concentration of ownership presents a risk in that, if one or more of the largest property owners were to default on their taxes, were to successfully appeal the tax assessments on property within the IFD, or transfer ownership at a price below existing assessed values, a substantial decline in the IFD Revenues would result. Such a decline could materially and adversely affect the ability of the IFD to pay debt service on the Bonds. The largest taxpayers could be affected by various factors such as recession or a decline in the value of real estate.

For additional discussion, see “THE CITY OF WEST SACRAMENTO INFRASTRUCTURE FINANCING DISTRICT NO. 1 (BRIDGE DISTRICT AREA) —Largest Taxpayers” and “—Assessment Appeals.”
Future Land Use Regulations and Growth Control Initiatives In the past, citizens of a number of local communities in California have placed measures on the ballot designed to limit the issuance of building permits or impose other restrictions to control the rate of future growth in those areas. It is possible that future initiatives could be enacted that could be applicable to the City and have a negative impact on the ability of developers to complete any existing or proposed developments within the IFD. Bond Owners should assume that any event that significantly affects the ability to develop land in the City could cause the land values within the IFD to decrease substantially and could affect the willingness and ability of the Owners of land within the IFD to pay property taxes when due.

There can be no assurance that land development within the IFD will not be adversely affected by future governmental policies, including, but not limited to, government policies to restrict or control development. Under current State law, it is generally accepted that proposed development is not exempt from future land use regulations until building permits have been issued and substantial work has been performed and substantial liabilities have been incurred in good faith reliance on the permits prior to the adoption of such regulations.

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Assessment Appeals
Property taxable values may be reduced because of a successful appeal of the taxable value determined by the County Assessor. An appeal may result in a reduction to the County Assessor’s original taxable value and a tax refund to the applicant property owner. A reduction in taxable values within the IFD and the refund of taxes which may arise out of successful appeals by property Owners may affect the IFD Revenues available to the City to pay the Transfer Amount, and ultimately the amount of Tax Increment Revenues available to pay debt service on the Bonds. The IFD has in the past experienced reductions in its tax increment revenues as a result of assessment appeals. The actual impact to tax increment is dependent upon the actual revised value of assessments resulting from values determined by the County Assessment Appeals Board or through litigation and the ultimate timing of successful appeals. For a discussion of historical assessment appeals in the IFD and summary information regarding pending and resolved assessment appeals for the IFD, see “THE CITY OF WEST SACRAMENTO INFRASTRUCTURE FINANCING DISTRICT NO. 1 (BRIDGE DISTRICT AREA) —Assessment Appeals” and Section 5 of APPENDIX F—FISCAL CONSULTANT’S REPORT.

Levy and Collection of Taxes
The IFD has no independent power to levy or collect property taxes. Any reduction in the tax rate or the implementation of any constitutional or legislative property tax decrease could reduce the IFD Revenues available to the City to pay the Transfer Amount, and ultimately, the Tax Increment Revenues used to pay debt service on the Bonds.

Delinquencies in the payment of property taxes by the Owners of land in the IFD, and the impact of bankruptcy proceedings on the ability of taxing agencies to collect property taxes, could have an adverse effect on the IFD’s ability to make timely payments on the Bonds.

Bankruptcy and Foreclosure
The payment of the property taxes from which the Tax Increment Revenues are ultimately derived and the ability of the County to foreclose the lien of a delinquent unpaid tax may be limited by bankruptcy, insolvency, or other laws generally affecting creditors’ rights or by the laws of the State relating to judicial foreclosure. The various legal opinions to be delivered concurrently with the delivery of the Bonds (including Bond Counsel’s approving legal opinion) will be qualified as to the enforceability of the various legal instruments by bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights, by the application of equitable principles and by the exercise of judicial discretion in appropriate cases.

Although bankruptcy proceedings would not cause the liens to become extinguished, and the City is entitled to receive 100% of its secured property tax levy under the Teeter Plan as adopted by the County Board of Supervisors, the bankruptcy of property Owners within the IFD could result in the termination of the Teeter Plan and could cause a delay in prosecuting superior

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court foreclosure proceedings. The termination of the Teeter Plan, together with such delay may increase the possibility of delinquent tax installments not being paid in full and thereby increase the likelihood of a delay or default in payment of the principal of and interest on the Bonds. For a discussion of the projected debt service coverage on the Bonds, see “THE CITY OF WEST SACRAMENTO INFRASTRUCTURE FINANCING DISTRICT NO. 1 (BRIDGE DISTRICT AREA) — Projected IFD Revenues Available to Pay Transfer Amount and Estimated Debt Service Coverage.”
Estimated Revenues
In estimating the IFD Revenues that will be available from which the City is obligated to pay the Transfer Amount to the IFD, and ultimately, from which the IFD will pay the debt service on the Bonds, the Fiscal Consultant has made certain assumptions with regard to present and future assessed valuation in the IFD, future tax rates and percentages of taxes that may be collected. The IFD believes these assumptions to be reasonable, but there is no assurance these assumptions will be realized and to the extent that the assessed valuation and the tax rates are less than expected, the IFD Revenues that will be available to the City to pay the Transfer Amount to the IFD will be less than those projected herein and in the Fiscal Consultant’s Report and as such may result in reductions in the amount of Tax Increment Revenues. See “THE CITY OF WEST SACRAMENTO INFRASTRUCTURE FINANCING DISTRICT NO. 1 (BRIDGE DISTRICT AREA) — Projected IFD Revenues Available to Pay Transfer Amount and Estimated Debt Service Coverage.”
Cybersecurity
The IFD and the City, like many other public and private entities, rely on computer and other digital networks and systems to conduct its operations. As recipients and providers of personal, private or other sensitive electronic information, the IFD and the City are potentially subject to multiple cyber threats, including without limitation hacking, viruses, ransomware, malware and other attacks. No assurance can be given that the IFD’s and 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 their respective operations or finances. The IFD and the City are also reliant on other entities and service providers in connection with the administration of the Bonds, including without limitation the County tax collector for the levy and collection of property taxes, and the Fiscal Agent.

No assurance can be given that the IFD and the City and the other entities that they rely on will not be affected by cyber threats and attacks in a manner that may affect the Owners of the Bonds.

The City maintains a Cybersecurity policy through Beazley, which is obtained as part of the City's membership in the Yolo County Public Agency Risk Management Insurance Authority (YCPARMIA).

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Changes in the Law
There can be no assurance that the California electorate will not at some future time adopt initiatives or that the Legislature will not enact legislation that will amend the IFD Law or other laws or the Constitution of the State resulting in a reduction of the IFD Revenues that will be available to the City to pay the Transfer Amount to the IFD, and ultimately, the debt service on the Bonds.

No Acceleration Provision
The Bonds do not contain a provision allowing for the acceleration of the Bonds in the event of a payment default or other default under the terms of the Bonds or the Fiscal Agent Agreement.

Loss of Tax-Exemption
As discussed under the caption “TAX MATTERS,” interest on the Bonds could become includable in gross income for purposes of federal income taxation retroactive to the date the Bonds were issued, as a result of future acts or omissions of the IFD in violation of its covenants in the Fiscal Agent Agreement.

In addition, current and future legislative proposals, if enacted into law, may cause interest on the Bonds to be subject, directly or indirectly, to federal income taxation by, for example, changing the current exclusion or deduction rules to limit the aggregate amount of interest on state and local government bonds that may be treated as tax exempt.

Should such an event of taxability occur, the Bonds are not subject to special redemption and will remain Outstanding until maturity or until redeemed under other provisions set forth in the Fiscal Agent Agreement.

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 then prevailing circumstances. Finally, the IFD does not intend to make an application for the assignment of a rating for the Bonds, which may further limit a secondary market for the Bonds. See “NO RATING.”

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TAX MATTERS
Federal and California Tax Status. In the opinion of Lozano Smith, LLP, Sacramento, California, Bond Counsel to the IFD, subject, however, to certain qualifications set forth below, under existing law, the interest on the Bonds is excluded from gross income for federal income tax purposes. In addition, such interest is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals; however, interest on the Bonds is taken into account in determining annual adjusted financial statement income for the purpose of computing the alternative minimum tax imposed on certain corporations. Bond Counsel is of the further opinion that interest on the Bonds is exempt from State of California personal income taxes.

Tax Treatment of Original Issue Discount and Premium. The opinions set forth in the preceding paragraph are subject to the condition that the IFD comply with all requirements of the Internal Revenue Code of 1986, as amended (the “Tax Code”) and other laws that must be satisfied subsequent to the issuance of the Bonds in order that such interest be, or continue to be, excluded from gross income for federal income tax purposes. The IFD has covenanted to comply with each such requirement. Failure to comply with certain of such requirements may cause the inclusion of such interest in gross income for federal income tax purposes to be retroactive to the date of issuance of the Bonds.

To the extent the issue price of any maturity of the Bonds is less than the amount to be paid at maturity of such Bonds (excluding amounts stated to be interest and payable at least annually over the term of such Bonds), the difference constitutes “original issue discount,” the accrual of which, to the extent properly allocable to each Beneficial Owner thereof, is treated as interest on the Bonds which is excluded from gross income for federal income tax purposes and State of California personal income taxes. For this purpose, the issue price of a particular maturity of the Bonds is the first price at which a substantial amount of such maturity of the Bonds is sold to the public (excluding bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers). The original issue discount with respect to any maturity of the Bonds accrues daily over the term to maturity of such Bonds on the basis of a constant interest rate compounded semiannually (with straight-line interpolations between compounding dates). The accruing original issue discount is added to the adjusted basis of such Bonds to determine taxable gain or loss upon disposition (including sale, redemption, or payment on maturity) of such Bonds. Beneficial Owners of the 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 Beneficial Owners who do not purchase such Bonds in the original offering to the public at the first price at which a substantial amount of such Bonds is sold to the public.

Bonds purchased, whether at original issuance or otherwise, for an amount higher than their principal amount payable at maturity (or, in some cases, at their earlier call date) (“Premium Bonds”) will be treated as having amortizable bond premium. No deduction is allowable for the amortizable bond premium in the case of bonds, like the Premium Bonds, the interest on which

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is excluded from gross income for federal income tax purposes. The amount of tax-exempt interest received and a Beneficial Owner’s basis in a Premium Bond, however, will be reduced by the amount of amortizable bond premium properly allocable to such Beneficial Owner. Beneficial Owners of Premium Bonds should consult their own tax advisors with respect to the proper treatment of amortizable bond premium in their particular circumstances.

Other Tax Considerations. The Tax Code imposes various restrictions, conditions and requirements relating to the exclusion from gross income for federal income tax purposes of interest on obligations such as the Bonds. The IFD has made certain representations and covenanted to comply with certain restrictions, conditions and requirements designed to ensure that interest on the Bonds will not be included in federal gross income. Inaccuracy of these representations or failure to comply with these covenants may result in interest on the Bonds being included in gross income for federal income tax purposes, possibly from the date of original issuance of the Bonds. The opinion of Bond Counsel assumes the accuracy of these representations and compliance with these covenants. Bond Counsel has not undertaken to determine (or to inform any person) whether any actions taken (or not taken), or events occurring (or not occurring), or any other matters coming to Bond Counsel’s attention after the date of issuance of the Bonds may adversely affect the value of, or the tax status of interest on, the Bonds.

Accordingly, the opinion of Bond Counsel is not intended to, and may not, be relied upon in connection with any such actions, events or matters.

Although Bond Counsel is of the opinion that interest on the Bonds is excluded from gross income for federal income tax purposes and is exempt from State of California personal income taxes, the ownership or disposition of, or the accrual or receipt of interest on, the Bonds may otherwise affect a Beneficial Owner’s federal, state or local tax liability. The nature and extent of these other tax consequences depends upon the particular tax status of the Beneficial Owner or the Beneficial Owner’s other items of income or deduction. Bond Counsel expresses no opinion regarding any such other tax consequences.

Current and future legislative proposals, if enacted into law, clarification of the Tax Code or court decisions may cause interest on the Bonds to be subject, directly or indirectly, in whole or in part, to federal income taxation or to be subject to or exempted from state income taxation, or otherwise prevent Beneficial Owners from realizing the full current benefit of the tax status of such interest. For example, future legislative proposals could limit the exclusion from gross income of interest on obligations like the Bonds to some extent for taxpayers who are individuals and whose income is subject to higher marginal income tax rates. The introduction or enactment of any such legislative proposals or clarifications of the Code or court decisions may also affect, perhaps significantly, the market price for, or marketability of, the Bonds. Prospective purchasers of the Bonds should consult their own tax advisors regarding the potential impact of any pending or proposed federal or state tax legislation, regulations or litigation, as to which Bond Counsel is expected to express no opinion.

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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 the Bonds for federal income tax purposes. It is not binding on the Internal Revenue Service (“IRS”) or the courts. Furthermore, Bond Counsel cannot give and has not given any opinion or assurance about the future activities of the IFD or about the effect of future changes in the Tax Code, the applicable regulations, the interpretation thereof or the enforcement thereof by the IRS. The IFD has covenanted, however, to comply with the requirements of the Tax Code.

Bond Counsel’s engagement with respect to the Bonds ends with the issuance of the Bonds, and, unless separately engaged, Bond Counsel is not obligated to defend the IFD or the Beneficial Owners regarding the tax-exempt status of the Bonds in the event of an audit examination by the IRS. Under current procedures, parties other than the IFD and its appointed counsel, including the Beneficial Owners, would have little, if any, right to participate in the audit examination process. Moreover, because achieving judicial review in connection with an audit examination of tax-exempt bonds is difficult, obtaining an independent review of IRS positions with which the IFD legitimately disagrees, may not be practicable. Any action of the IRS, including, but not limited to, selection of the Bonds for audit, or the course or result of such audit, or an audit of bonds presenting similar tax issues may affect the market price for, or the marketability of, the Bonds, and may cause the IFD or the Beneficial Owners to incur significant expense.

The complete text of the opinion that Bond Counsel expects to deliver upon the issuance of the Bonds is set forth in APPENDIX B—FORM OF OPINION OF BOND COUNSEL.

UNDERWRITING
The IFD has sold the Series 2025 Bonds to the West Sacramento Financing Authority (“WSFA”). Piper Sandler & Co., on behalf of itself and Hilltop Securities, Inc. (collectively, the “Underwriters”) simultaneously purchased the Bonds from WSFA at a purchase price of $__________ (being the principal amount of the Series 2025 Bonds of $[PAR AMOUNT].00, less an Underwriter’s discount of $__________, and plus an original issue premium of $__________) pursuant to the terms of a bond purchase agreement (the “Bond Purchase Agreement”). The Bond Purchase Agreement provides that the Underwriters will purchase all of the respective Series 2025 Bonds (if any are purchased), subject to certain terms and conditions set forth in the Bond Purchase Agreement including the approval of certain legal matters by counsel. The Underwriters may offer and sell Bonds to certain dealers and others at prices lower than the offering prices stated on the inside cover page hereof. The offering prices may be changed by the Underwriters.

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MUNICIPAL ADVISOR
Del Rio Advisors, LLC, Modesto, California, has served as municipal advisor (the “Municipal Advisor”) to the IFD in connection with the issuance of the Series 2025 Bonds. The Municipal Advisor is not obligated to undertake, and has not undertaken to make, an independent verification or to assume responsibility for the accuracy, completeness or fairness of the information contained in the Official Statement. The fees of the Municipal Advisor are contingent upon the sale and delivery of the Series 2025 Bonds.

JUDICIAL VALIDATION
The Superior Court of the State of California, County of Yolo, in a judgment entered on April 17, 2025 (Case No. CV2024-2481) (the “Validation Judgment”), ordered, adjudged, and decreed that amongst other things:

All conditions, things, and acts required by law to exist, happen, or be performed before and as a condition to: (i) the formation of the IFD; (ii) the adoption by the City of the IFP, including the division of taxes thereunder; and (iii) the validity of the proceedings relating to the foregoing have existed, happened, and been performed in the time, form, and manner required by law and are valid;
All proceedings by and for the City and IFD in connection with the IFD, the IFP, the Bonds, and the Fiscal Agent Agreement as described and authorized by Original Resolution of Issuance, and the City’s allocation of its share of the tax increment revenues generated from within the IFD to the IFD pursuant to the Irrevocable Pledge, were and are in conformity with the applicable provisions of all laws and enactments at any time in force or controlling upon such proceedings;
The Bonds are lawful and valid bonds of the IFD; and
The City’s allocation of tax increment revenues generated from within the boundaries of the IFD to the IFD, as set forth in the IFP, will be and is valid, legal and binding from and after the effective date of Ordinance 14-12 which formally established the IFD and approved the IFP, and such property tax increment revenues are available to be pledged to the repayment of the Bonds, and such pledge shall become irrevocable upon the issuance of the Bonds, as memorialized in the Irrevocable Pledge.

West Sacramento City CouncilMay 21, 2025

West Sacramento City Council
May 21, 2025