West Sacramento City Council
May 21, 2025

In issuing its approving opinions, Lozano Smith LLP, Bond Counsel, will rely on the Validation Judgment, among other things.

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LEGAL OPINIONS
The proposed form of Bond Counsel’s approving opinion with respect to the Series 2025 Bonds is attached hereto in APPENDIX B—FORM OF OPINION OF BOND COUNSEL. In addition to those matters opined on by Bond Counsel, certain legal matters will be passed on for the IFD by Lozano Smith LLP, in its capacity as Disclosure Counsel and by Kronick Moskovitz Tiedemann & Girard LLP, Sacramento, California, in its capacity as general counsel to the IFD.

Certain legal matters will be passed on for the Underwriters by Kutak Rock LLP, Los Angeles, California, in its capacity as Underwriter’s Counsel.

LITIGATION
There is no action, suit or proceeding known to the IFD to be pending and notice of which has been served upon and received by the IFD, or threatened, restraining or enjoining the execution or delivery of the Series 2025 Bonds or the Fiscal Agent Agreement or in any way contesting or affecting the validity of the foregoing or any proceedings of the IFD taken with respect to any of the foregoing.

NO RATING
The IFD has not made, and does not intend to make, any application for the assignment of a rating to the Series 2025 Bonds.

CONTINUING DISCLOSURE
The IFD has covenanted for the benefit of Owners of the Series 2025 Bonds to provide certain financial information and operating data relating to the IFD (the “Annual Reports”) by not later than April 1 after the end of the IFD’s fiscal year (the current end of the IFD’s fiscal year is on June 30), commencing with the report for the 2024-25 fiscal year (which is due no later than March 31, 2026) and notice of the occurrence of certain enumerated events (“Listed Events”) within 10 business days after the occurrence of such a Listed Event. The Annual Report will be filed by the IFD with the Municipal Securities Rulemaking Board (the “MSRB”). The specific nature of the information to be made available in the Annual Reports and to be contained in the notices of certain enumerated events is set forth in APPENDIX D—FORM OF CONTINUING DISCLOSURE CERTIFICATE. These covenants have been made in order to assist the Underwriters in complying with S.E.C. Rule 15c2-12(b)(5) (the “Rule”).

The IFD has no prior continuing disclosure obligations under the Rule. [VERIFY] In the past five years, the City has complied in all material respects with respect to prior continuing disclosure obligations under the Rule.

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In order to promote compliance by the IFD with respect to its continuing disclosure obligations, the City has adopted disclosure policies, and the IFD has retained Willdan Financial Services to serve as the dissemination agent under the Continuing Disclosure Certificate for the Series 2025 Bonds. See APPENDIX D—FORM OF CONTINUING DISCLOSURE CERTIFICATE.

A failure by the IFD to comply with the Rule will not constitute an event of default with respect to the Series 2025 Bonds. Nevertheless, such a failure must be reported in accordance with the Rule and must be considered by any broker, dealer, or municipal securities dealer before recommending the purchase or sale of the Series 2025 Bonds in the secondary market.

Consequently, such a failure may adversely affect the transferability and liquidity of the Series 2025 Bonds and their market price.

MISCELLANEOUS
All of the preceding summaries of the Fiscal Agent Agreement, the Irrevocable Pledge, the IFD Law, other applicable legislation, agreements and other documents are made subject to the provisions of such documents respectively and do not purport to be complete statements of any or all of such provisions. Reference is hereby made to such documents on file with the IFD and the City for further information in connection therewith.

This Official Statement does not constitute a contract with the purchasers of the Series 2025 Bonds. Any statements made in this Official Statement involving matters of opinion or estimates, whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized.

The execution and delivery of this Official Statement by the City Manager of the City on behalf of the IFD, has been duly authorized by the City Council.

CITY OF WEST SACRAMENTO

INFRASTRUCTURE FINANCING

DISTRICT
NO. 1 (BRIDGE DISTRICT AREA)
By
Aaron Laurel
City Manager,
City of West Sacramento

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APPENDIX A

SUMMARY OF CERTAIN PROVISIONS OF THE FISCAL AGENT AGREEMENT

AND THE IRREVOCABLE PLEDGE OF IFD REVENUES
[TO COME]

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APPENDIX B

FORM OF OPINION OF BOND COUNSEL
[Closing Date]
City of West Sacramento Infrastructure Financing District No. 1 (Bridge District Area) City Hall, 1110 West Capitol Avenue
West Sacramento, California 95691
$______________

CITY OF WEST SACRAMENTO
INFRASTRUCTURE FINANCING DISTRICT NO. 1
(Bridge District Area)
TAX INCREMENT BONDS, SERIES 2025
Members of the City Council:

We have acted as bond counsel to the City of West Sacramento Infrastructure Financing District No. 1 (Bridge District Area) (the “District”), in connection with the issuance by the District of its Tax Increment Bonds, Series 2025 (the “Bonds”). In such capacity, we have examined such law and such certified proceedings, certifications, opinions and other documents as we have deemed necessary to render this opinion.

The Bonds are issued pursuant to (i) Chapter 2.8 of Part 1 of Division 2 of Title 5 of the California Government Code (commencing with section 53395) (the “IFD Law”), (ii) Resolution No. 24-86 adopted by City Council (the “City Council”) of the City of West Sacramento (the “City”) on behalf of the District on August 21, 2024, and Resolution No. 25-____ adopted by the City Council on behalf of the District on ___________, 2025 (together, the “Resolutions”), and (iii) a Fiscal Agent Agreement dated ____________ 1, 2025 (the “Fiscal Agent Agreement”), by and between the District and U.S. Bank Trust Company, National Association, as fiscal agent (the “Fiscal Agent”). The Bonds were sold to Piper Sandler & Co., on behalf of itself and Hilltop Securities, Inc. (collectively, the “Underwriters”), pursuant to a Bond Purchase Agreement, dated _______, 2025 (the “Bond Purchase Agreement”).

Regarding questions of fact material to our opinion, we have relied upon the representations of the District contained in the Fiscal Agent Agreement and in the certified proceedings and other certifications of public officials and others furnished to us without undertaking to verify the same by independent investigation. In connection with certain questions of law material to our opinion, we have relied on the California Superior Court’s Validation Judgment dated April 17, 2025, in Case No. CV2024-2481, validating (i) the existence of the District, (ii) the Infrastructure Financing Plan (the “IFP”) adopted by the City (iii) the allocation of Tax Increment Revenues pursuant to the IFP, and (iv) the proceedings undertaken by the City and the District in connection with the IFP and the Bonds.

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

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1. The District is an infrastructure financing district and a legally constituted governmental entity established pursuant to the IFD Law, with the power to execute and deliver the Fiscal Agent Agreement, perform the agreements on its part contained therein, and issue the Bonds.

2. The District has duly authorized, executed and delivered the Bonds. The Bonds are valid and binding limited obligations of the District, payable solely from the proceeds of the Tax Increment Revenues and certain funds held under the Fiscal Agent Agreement to the extent specified therein.

3. The Fiscal Agent Agreement has been duly executed and delivered by the District and constitutes a valid and binding obligation of the District. The Fiscal Agent Agreement creates a valid lien on the Tax Increment Revenues and other funds pledged in the Fiscal Agent Agreement for the security of the Bonds.

5. Interest on the Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals; 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. The opinions set forth in the preceding sentence are subject to the condition that the District comply with all requirements of the Internal Revenue Code of 1986, as amended (the “Code”), that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be, and continue to be, excluded from gross income for federal income tax purposes. The District has covenanted in the Resolutions and the Tax Certificate and other instruments relating to the Bonds to comply with each of such requirements under the Code. Failure to comply with certain of such requirements under the Code may cause the inclusion of interest on the Bonds in gross income for federal income tax purposes to be retroactive to the date of issuance of the Bonds.

6. Interest on the Bonds is exempt from present State of California personal income taxes.

The opinions and conclusions herein are based on an analysis of existing laws, regulations, rulings, and court decisions and cover certain matters not directly addressed by such authorities. Such opinions or conclusions may be affected by actions taken or omitted or events occurring after the date hereof. We have not undertaken to determine, or to inform any person, whether any such actions are taken or omitted or events do occur or any other matters come to our attention after the date hereof. We have assumed the genuineness of all documents and signatures presented to us (whether as originals or as copies) and the due and legal execution and delivery thereof by, and validity against, any parties other than the District.

We have assumed, without undertaking to verify, the accuracy of the factual matters represented, warranted or certified in the documents reviewed and relied upon by us. We have further assumed compliance with all covenants and agreements contained in such documents. In addition, we call attention to the fact that the rights and obligations under the Bonds, the Fiscal Agent Agreement, the Resolutions, the Tax Certificate, the Continuing Disclosure Certificate and the Bond Purchase Agreement, and their enforceability may be subject to bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors’ rights, to the application of equitable principles, to the exercise of judicial discretion in appropriate cases, and to the limitations on legal remedies against public entities in the State of California. We express no opinion with respect to any indemnification, contribution, penalty, choice of law, choice of forum, choice of venue, waiver or severability provisions contained in the foregoing documents. We express no opinion regarding the accuracy, adequacy or completeness of the Official Statement dated _________, 2025, or other offering

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materials relating to the Bonds. Further, we express no opinion regarding tax consequences arising with respect to the Bonds other than as expressly set forth herein.

Our opinions are based on existing law, which is subject to change. The opinions represent our legal judgment based upon a review of existing legal authorities that we deem relevant to render such opinions and are not a guarantee of results. Such opinions are further based on our knowledge of facts as of the date hereof. We assume no duty to update or supplement our opinions to reflect any fact or circumstance that may hereafter come to our attention or to reflect any change in any law that may hereafter occur or become effective. Moreover, our opinions are not a guarantee of result and are not binding on the Internal Revenue Service; rather, such opinions represent our legal judgment based upon our review of existing law that we deem relevant to such opinions and in reliance upon the representations and covenants referenced above.

Respectfully submitted,

LOZANO SMITH, LLP

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APPENDIX C

BOOK-ENTRY ONLY SYSTEM
The information in this Appendix C concerning The Depository Trust Company (“DTC”), New York, New York, and DTC’s book-entry system has been obtained from DTC and the IFD takes no responsibility for the completeness or accuracy thereof. The IFD cannot and does not give any assurances that DTC, DTC Participants or Indirect Participants will distribute to the Beneficial Owners (a) payments of interest, principal or premium, if any, with respect to the Bonds, (b) certificates representing ownership interest in or other confirmation or ownership interest in the Bonds, or (c) redemption or other notices sent to DTC or Cede & Co., its nominee, as the registered owner of the Bonds, or that they will so do on a timely basis, or that DTC, DTC Participants or DTC Indirect Participants will act in the manner described in this Appendix. The current “Rules” applicable to DTC are on file with the Securities and Exchange Commission and the current “Procedures” of DTC to be followed in dealing with DTC Participants are on file with DTC.

The Depository Trust Company (“DTC”), New York, NY, will act as securities depository for the Bonds. The Bonds will be issued as fully registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC.

One fully registered certificate will be issued for each maturity of the Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC.

DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has a Standard & Poor’s rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. The information set forth on such website is not incorporated herein by reference.

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

Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are,

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however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Bonds, except in the event that use of the book-entry system for the Bonds is discontinued.

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

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

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

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Bonds unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the IFD as soon as possible after the Regular Record Date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts Bonds are credited on the Regular Record Date (identified in a listing attached to the Omnibus Proxy).

Principal, premium (if any), and interest payments on the Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the IFD or the Fiscal Agent, on payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC, the Fiscal Agent, or the IFD, subject to any statutory or regulatory requirements as may be in effect from time to time.

Principal, premium (if any), and interest payments with respect to the Bonds to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the IFD or

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the Fiscal Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.

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

The IFD may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, representing the Bonds will be printed and delivered to DTC in accordance with the provisions of the Fiscal Agent Agreement.

The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that the IFD believes to be reliable, but the IFD takes no responsibility for the accuracy thereof.

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APPENDIX D

FORM OF CONTINUING DISCLOSURE CERTIFICATE
This CONTINUING DISCLOSURE CERTIFICATE (the “Disclosure Certificate”) is executed and delivered by the CITY OF WEST SACRAMENTO INFRASTRUCTURE FINANCING DISTRICT NO. 1 (Bridge District Area) (the “IFD”) in connection with the issuance of $[PAR AMOUNT] City of West Sacramento Infrastructure Financing District No. 1 (Bridge District Area) Tax Increment Bonds, Series 2025 (the “Bonds”). The Bonds are being issued pursuant to 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”), by and between the IFD and U.S. Bank Trust Company, National Association, as Fiscal Agent (the “Fiscal Agent”). The IFD covenants and agrees as follows:

Section 1. Definitions. In addition to the definitions set forth in the Fiscal Agent Agreement, which apply to any capitalized term used in this Disclosure Certificate, unless otherwise defined in this Section 1, the following capitalized terms will have the following meanings when used in this Disclosure Certificate:
“Annual Report” will mean any Annual Report provided by the IFD pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate.
“Beneficial Owner” will mean any person who (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes.
“Dissemination Agent” will mean Willdan Financial Services, or any successor Dissemination Agent designated in writing by the IFD and which has filed with the IFD a written acceptance of such designation. In the absence of such a designation, the IFD will act as the Dissemination Agent. “EMMA” or “Electronic Municipal Market Access” means the centralized on-line repository for documents to be filed with the MSRB, such as official statements and disclosure information relating to municipal bonds, notes and other securities as issued by state and local governments. “Financial Obligation” means a (i) debt obligation; (ii) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (iii) guarantee of (i) or (ii). The term “Financial Obligation” does not include municipal securities as to which a final official statement has been provided to the MSRB. “Listed Event” means any of the events listed in Section 5(a) of this Disclosure Certificate. “MSRB” means the Municipal Securities Rulemaking Board, which has been designated by the Securities and Exchange Commission as the sole repository of disclosure information for purposes of the Rule, or any other repository of disclosure information which may be designated by the Securities and Exchange Commission as such for purposes of the Rule in the future.

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“Official Statement” means the Official Statement with respect to the Bonds, dated __________, 2025.
“Participating Underwriters” will mean the original underwriters of the Bonds required to comply with the Rule in connection with the offering of the Bonds. “Rule” will mean Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. “Significant Event” means any of the events listed in Section 5(a) of this Disclosure Certificate.

Section 2. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the IFD for the benefit of the Owners and Beneficial Owners of the Bonds and in order to assist the Participating Underwriter in complying with Securities and Exchange Commission Rule 15c2-12(b)(5).

Section 3. Provision of Annual Reports.
(a) Delivery of Annual Report. The IFD will, or will cause the Dissemination Agent to, not later than the April 1 occurring after the end of each Fiscal Year of the IFD (which currently ends on June 30), commencing with the report for the 2024-25 Fiscal Year, which is due not later than April 1, 2026, file with EMMA, in a readable PDF or other electronic format as prescribed by the MSRB, an Annual Report that is consistent with the requirements of Section 4 of this Disclosure Certificate. The Annual Report may be submitted as a single document or as separate documents comprising a package and may cross-reference other information as provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the IFD may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date. (b) Change of Fiscal Year. If the IFD’s Fiscal Year changes, it will give notice of such change in the same manner as for a Significant Event under Section 5(b), and subsequent Annual Report filings will be made no later than nine months after the end of such new Fiscal Year end. (c) Delivery of Annual Report to Dissemination Agent. Not later than fifteen (15) Business Days prior to the date specified in subsection (a) (or, if applicable, subsection (b)) of this Section 3 for providing the Annual Report to EMMA, the IFD will provide the Annual Report to the Dissemination Agent (if other than the IFD). If by such date, the Dissemination Agent has not received a copy of the Annual Report, the Dissemination Agent will notify the IFD. If the Dissemination Agent has not received an Annual Report and Certification by 6:00 p.m. Eastern time on annual filing date (or, if such annual filing date falls on a Saturday, Sunday or holiday, then the first business day thereafter) for the Annual Report, a failure to file event will have occurred and the IFD irrevocably directs the Dissemination Agent in a timely manner to send a notice to the MSRB in substantially the form attached as Exhibit A. (d) Report of Non-Compliance. If the IFD is the Dissemination Agent and is unable to file an Annual Report by the date required in subsection (a) (or, if applicable, subsection (b)) of this Section 3, the IFD will send, in a timely manner, a notice to EMMA substantially in the form attached hereto as Exhibit A. If the IFD is not the Dissemination Agent and is unable to provide an Annual Report to the Dissemination Agent by the date required in subsection (c) of this Section 3, the Dissemination Agent will send, in a timely manner, a notice to EMMA in substantially the form attached hereto as Exhibit A.

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(e) Annual Compliance Certification. The Dissemination Agent will, if the Dissemination Agent is other than the IFD, file a report with the IFD certifying that the Annual Report has been filed with EMMA pursuant to Section 3 of this Disclosure Certificate, stating the date it was so provided and filed.

Section 4. Content of Annual Reports. The Annual Report will contain or incorporate by reference the following:
(a) Annual Information. The Annual Report for each Fiscal Year will include financial and operating data with respect to the IFD for the most recent full Fiscal Year, as follows:
(1) A calculation of the IFD Revenues, together with the actual allocation to the IFD, (as such terms are defined in the Irrevocable Pledge of IFD Revenues, in the form of Table 7 in the Official Statement).
(2) Ten Largest Property Taxpayers for the IFD (in the form of Table 5 in the Official Statement).
(3) Historical Taxable Values for the IFD (in the form of Table 4 in the Official Statement).
(4) The issuance of any Parity Bonds related to the Bonds, including a description of the date of issuance, the principal amount issued and the use of proceeds thereof. (5) The amount of the reserve requirement for any Outstanding Parity Bonds as of the end of such Fiscal Year and the amount on deposit as of such date in the Bond Reserve Fund for such Parity Bonds.
(b) Cross References. Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the IFD or related public entities, which are available to the public on EMMA. The IFD will clearly identify each such other document so included by reference.

If the document included by reference is a final official statement, it must be available from EMMA. (c) Further Information. In addition to any of the information expressly required to be provided under paragraph (a) of this Section 4, the IFD will provide such further information, if any, as may be necessary to make the specifically required statements, in the light of the circumstances under which they are made, not misleading.

Section 5. Reporting of Significant Events.

The IFD shall give, or cause to be given, notice of the occurrence of any of the following Listed Events with respect to the Bonds:
(a) Listed Events Reportable Without Regard to Materiality. Pursuant to the provisions of this Section, the IFD shall give, or cause to be given, notice pursuant to Sections 5(d) and 5(e) of the occurrence of any of the following events with respect to the Bonds in a timely manner not in excess of ten (10) business days after the occurrence of the event:

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(1) principal and interest payment delinquencies;
(2) unscheduled draws on debt service reserves reflecting financial difficulties; (3) unscheduled draws on credit enhancements reflecting financial difficulties; (4) substitution of credit or liquidity providers, or their failure to perform; (5) defeasances;
(6) rating changes;
(7) adverse tax opinions or the issuance by the IRS of proposed or final determinations of taxability or Notices of Proposed Issue (IRS Form 5701-TEB); (8) tender offers;
(9) bankruptcy, insolvency, receivership or similar event of the IFD; (10) default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the IFD, any of which reflect financial difficulties.

Note: for the purposes of the event identified in subparagraph (9), the event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for the IFD in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the IFD, or if such jurisdiction has been assumed by leaving the existing governmental body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the IFD.
(b) Listed Events Reportable if Material. Pursuant to the provisions of this Section, the IFD shall give, or cause to be given, notice pursuant to Sections 5(d) and 5(e) of the occurrence of any of the following events with respect to the Bonds, if material, in a timely manner not in excess of ten (10) business days after the occurrence of the event:
(1) except as otherwise provided in paragraph 5(a)(7) above, notices or determinations by the Internal Revenue Service with respect to the tax status of the Bonds or other events affecting the tax-exempt status of the Bonds;
(2) non-payment related defaults;
(3) modifications to rights of Bondholders;
(4) bond calls;

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(5) release, substitution, or sale of property securing repayment of the Bonds; (6) the consummation of a merger, consolidation, or acquisition, or certain asset sales, involving the obligated person, or entry into or termination of a definitive agreement relating to the foregoing;
(7) appointment of a successor or additional trustee or the change of name of a trustee; (8) incurrence of a Financial Obligation of the IFD or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the IFD, any of which affect holders of the Bonds.
(c) Determination of Materiality of Listed Events Reportable if Material. If an event listed under Section 5(b) occurs, the IFD shall immediately determine if such event would be material under applicable federal securities laws.
(d) Notice to Dissemination Agent. If an event listed under Section 5(a) occurs or if the IFD determines that an event listed under Section 5(b) would be material under applicable federal securities laws, the IFD shall promptly notify the Dissemination Agent (if other than the IFD) in writing. Such notice shall instruct the Dissemination Agent to report the occurrence pursuant to Section 5(e). (e) Notice of Listed Events. The IFD shall file, or cause the Dissemination Agent to file with MSRB, a notice of the occurrence of a Listed Event described in Section 5(a) or the occurrence of a Listed Event described in Section 5(b) that the IFD determines would be material under applicable federal securities laws, in a timely manner not in excess of ten business days after the event’s occurrence.

Notwithstanding the foregoing, notice of Listed Events described in Section 5(b)(4) above need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to holders of affected Bonds under the Fiscal Agent Agreement.

Section 6. Identifying Information for Filings with EMMA. All documents provided to EMMA under this Disclosure Certificate will be accompanied by identifying information as prescribed by the MSRB.

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

Section 8. Dissemination Agent.
(a) Appointment of Dissemination Agent. The IFD has initially appointed Willdan Financial Services as the Dissemination Agent. The IFD may, from time to time, appoint or engage a successor Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate and may discharge any such agent, with or without appointing a successor Dissemination Agent. If the Dissemination Agent is not the IFD, the Dissemination Agent will not be responsible in any manner for the content of any notice or report prepared by the IFD pursuant to this Disclosure Certificate. It is understood and agreed that any

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information that the Dissemination Agent may be instructed to file with EMMA will be prepared and provided to it by the IFD. The Dissemination Agent has undertaken no responsibility with respect to the content of any reports, notices or disclosures provided to it under this Disclosure Certificate and has no liability to any person, including any Bond owner, with respect to any such reports, notices or disclosures.

The fact that the Dissemination Agent or any affiliate thereof may have any fiduciary or banking relationship with the IFD will not be construed to mean that the Dissemination Agent has actual knowledge of any event or condition, except as may be provided by written notice from the IFD. (b) Compensation of Dissemination Agent. The Dissemination Agent will be paid compensation by the IFD for its services provided hereunder in accordance with its schedule of fees as agreed to between the Dissemination Agent and the IFD from time to time and all expenses, legal fees and expenses and advances made or incurred by the Dissemination Agent in the performance of its duties hereunder. The Dissemination Agent will not be deemed to be acting in any fiduciary capacity for the IFD, Owners or Beneficial Owners, or any other party. The Dissemination Agent may rely, and will be protected in acting or refraining from acting, upon any direction from the IFD or an opinion of nationally recognized bond counsel. The Dissemination Agent may at any time resign by giving written notice of such resignation to the IFD. The Dissemination Agent will not be liable hereunder except for its negligence or willful misconduct.

Section 9. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the IFD may amend this Disclosure Certificate (and the Dissemination Agent will agree to any amendment so requested by the IFD that does not impose any greater duties or risk of liability on the Dissemination Agent), and any provision of this Disclosure Certificate may be waived, provided that all of the following conditions are satisfied:
(a) Change in Circumstances. If the amendment or waiver relates to the provisions of Sections 3(a), 4 or 5(a) or (b), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature, or status of an obligated person with respect to the Bonds, or the type of business conducted. (b) Compliance as of Issue Date. The undertaking, as amended or taking into account such waiver, would, in the opinion of a nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances. (c) Consent of Holders; Non-impairment Opinion. The amendment or waiver either (i) is approved by the Bond Owners in the same manner as provided in the Fiscal Agent Agreement for amendments to the Fiscal Agent Agreement with the consent of Bond Owners, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the Bond Owners or Beneficial Owners.

If this Disclosure Certificate is amended or any provision of this Disclosure Certificate is waived, the IFD will describe such amendment or waiver in the next following Annual Report and will include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the IFD. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (i) notice of such change will be given in the same manner as for a Significant Event under Section 5(b), and (ii) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative

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form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles.

Section 10. Additional Information. Nothing in this Disclosure Certificate will be deemed to prevent the IFD from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Significant Event, in addition to that which is required by this Disclosure Certificate. If the IFD chooses to include any information in any Annual Report or notice of occurrence of a Significant Event in addition to that which is specifically required by this Disclosure Certificate, the IFD will have no obligation under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Significant Event.

Section 11. Default. In the event of a failure of the IFD to comply with any provision of this Disclosure Certificate, any Certificate owner or Beneficial Owner may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the IFD to comply with their obligations under this Disclosure Certificate. The sole remedy under this Disclosure Certificate in the event of any failure of the IFD to comply with this Disclosure Certificate will be an action to compel performance.

Section 12. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent will have only such duties as are specifically set forth in this Disclosure Certificate, and no implied covenants or obligations will be read into this Disclosure Certificate against the Dissemination Agent, and the IFD agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys’ fees and expenses) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent’s negligence or willful misconduct. The obligations of the IFD under this Section 12 will survive resignation or removal of the Dissemination Agent and payment of the Bonds.

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Section 13. Beneficiaries. This Disclosure Certificate will inure solely to the benefit of the IFD, the Dissemination Agent, the Participating Underwriter and the Owners and Beneficial Owners from time to time of the Bonds, and will create no rights in any other person or entity.

Date: [Closing Date]

CITY OF WEST SACRAMENTO

INFRASTRUCTURE FINANCING DISTRICT
NO. 1 (BRIDGE DISTRICT AREA)
By
City Manager,
City of West Sacramento
ACKNOWLEDGED and AGREED:

WILLDAN FINANCIAL SERVICES, as
Dissemination Agent
By
Authorized Officer

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EXHIBIT A

NOTICE TO MSRB OF FAILURE TO FILE ANNUAL REPORT
Name of Obligor: City of West Sacramento Infrastructure Financing District No. 1 (Bridge District Area)
Names of Issue: City of West Sacramento Infrastructure Financing District No. 1 (Bridge District Area) Tax Increment Bonds, Series 2025
Date of Issuance: [Closing Date]
NOTICE IS HEREBY GIVEN that the Obligor has not provided an Annual Report with respect to the abovenamed Issue as required by the Continuing Disclosure Certificate, dated the Date of Issuance, furnished by the Obligor in connection with the Issue. The Obligor anticipates that the Annual Report will be filed by _________________.

Date:

WILLDAN FINANCIAL SERVICES, as
Dissemination Agent
By
Authorized Officer

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APPENDIX E

GENERAL, ECONOMIC AND DEMOGRAPHIC INFORMATION

RELATING TO THE CITY AND THE COUNTY
The information in this Appendix E is presented as general background data. The Bonds are payable solely from the Tax Increment Revenues and amounts held in certain funds under the Fiscal Agent Agreement, as described in the Official Statement.

Although reasonable efforts have been made to include up-to-date information in this Appendix E, some of the information is not current due to delays in reporting of information by various sources. It should not be assumed that the trends indicated by the following data would continue beyond the specific periods reflected herein.

Introduction
The City. The City of West Sacramento, California (the “City”) is located in eastern Yolo County, California (the “County”). The City lies adjacent to the Sacramento River on the east and the east levee of the Yolo Bypass on the west. The City is immediately across the Sacramento River from the city of Sacramento, the state capital, and is approximately 85 miles east of San Francisco. The City was incorporated as a general law city on January 1, 1987, and brought together the four communities of West Sacramento, Bryte, Broderick and Southport. The City encompasses approximately 23 square miles or 12,300 acres including considerable industrial, commercial, residential and agricultural properties. The City’s location and transportation network have contributed to the City’s economic growth. The Port of West Sacramento is located within the City boundaries and provides direct shipping access to the San Francisco Bay and the Pacific Ocean. The City is served by an interstate transcontinental railroad. Interstate 80 and U.S. 50, two of the nation’s principal east-west freeways, traverse the City and connect to Interstate 5, immediately east of the Sacramento River. The City is also home to Sutter Health Park, the temporary home of Major League Baseball’s Athletics.

The County. Yolo County was incorporated in 1950 as one of the State’s original 27 counties. The County encompasses an area of approximately 1,024 square miles, and is located in the agricultural region of the State’s Central Valley and Sacramento River Delta. The County sits across the Sacramento River from Sacramento County, home to the city of Sacramento, the State’s capital. There are four incorporated cities in the County, Davis, West Sacramento, Winters, and Woodland, the county seat. The County’s leading economic activity is agriculture, and it is supported by other industries such as warehousing, distribution, food processing, technology and biotechnology research and development, and higher education at the University of California at Davis. The County provides a full range of services that include general government, public protection, social services, public health, infrastructure, recreation, and cultural services.

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Population
The table below summarizes population of the City, the County, and the State for the last five years.

CITY OF WEST SACRAMENTO, YOLO COUNTY, and CALIFORNIA
Population
City of Yolo State of
Year West Sacramento County California
2020 52,853 216,403 39,538,223
2021 53,489 214,911 39,327,868
2022 52,860 220,176 39,114,785
2023 54,251 220,454 39,061,058
2024 54,278 221,666 39,128,162

Source: California Department of Finance, E-4 Population Estimate for Cities, Counties, and the State, 2021-24, with 2020 Census Benchmark.

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Employment
The following table summarizes historical employment and unemployment for the County, the State, and the United States:

YOLO COUNTY, CALIFORNIA, and UNITED STATES
Civilian Labor Force, Employment, and Unemployment
(Annual Averages)
Unemployment
Year Area Labor Force Employment Unemployment Rate (1)
2019 Yolo County 108,700 104,200 4,400 4.1%
California 19,411,600 18,627,400 784,200 4.0
United States 163,539,000 157,538,000 2,425,000 3.7
2020 Yolo County 105,000 97,100 7,900 7.5
California 18,821,200 16,913,100 1,908,100 10.1
United States 160,742,000 147,795,000 2,349,000 8.1
2021 Yolo County 106,100 99,900 6,200 5.8
California 18,923,200 17,541,900 1,381,200 7.3
United States 161,204,000 152,581,000 2,291,000 5.3
2022 Yolo County 109,000 104,600 4,400 4.0
California 19,252,000 18,440,900 811,100 4.2
United States 164,287,000 158,291,000 2,290,000 3.6
2023(2) Yolo County 109,800 104,600 5,200 4.7
California 19,308,300 18,388,300 920,000 4.8
United States 167,116,000 161,037,000 2,264,000 3.6

Source: California Employment Development Department, Monthly Labor Force Data for Counties, Annual Average 2010-23, and US Department of Labor.
(1) The unemployment rate is computed from unrounded data; therefore, it may differ from rates computed from rounded figures available in this table.
(2) Latest available full-year data.

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Major Employers in the City and Industries in the County The following table lists the top 10 employers within the City for the 2023 calendar year.

CITY OF WEST SACRAMENTO
Top 10 Employers
For the 2024 Calendar Year (1)
% of
Employer Employees Total
Department of General Services 3,000 25.18%
CalSTRS 1,401 11.76
Washington Unified School District 766 6.43
Tony’s Fine Foods 620 5.20
United Postal Services 580 4.87
Nor Cal Beverage 500 4.20
City of West Sacramento 400 3.36
Blazona Construction 400 3.36
Walmart 397 3.33
Raley’s/Bel Air Markets 360 3.02
Total Top 10 8,424 70.71
Total all City 11,914 100.00

Source: City of West Sacramento FY 2023-24 Annual Comprehensive Financial Report. (1) Latest available full-year data.

The following table lists the top 10 employers within the County for the 2023 calendar year.

COUNTY OF YOLO
Top 10 Employers
For the 2023 Calendar Year(1)

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% of
Employer Employees Total
State of California 20,949 20.12%
University of California Davis 10,766 10.34
Yolo County 10,487 10.07
U.S. Government 2,587 2.48
Cache Creek Casino Resort 2,000 1.92
Dignity Health 1,154 1.10
Raley’s Inc. 879 0.84
Pacific Gas and Electric Co. 860 0.82
Clark Pacific Corp. 675 0.64
City of West Sacramento 843 0.80
Total Top 10 51,200 49.18
Total all County 104,100 100.00%

Source: Yolo County FY 2022-23 Annual Comprehensive Financial Report. (1) Latest available full-year data.

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APPENDIX F
FISCAL CONSULTANT’S REPORT

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FISCAL CONSULTANT REPORT

WEST SACRAMENTO INFRASTRUCTURE
FINANCING DISTRICT NO. 1 (BRIDGE DISTRICT AREA)
Prepared for:

CITY OF WEST SACRAMENTO
Prepared by:

Keyser Marston Associates, Inc.

April 28, 2025
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Table of Contents

1.0 INTRODUCTION 1

1.1 Infrastructure Finance Districts in California 1

1.2 Purpose of this Report 1

2.0 THE BRIDGE DISTRICT IFD 2

2.1 Overlap with Successor Agency 4

2.2 Overlap with EIFD No. 1 4

2.3 Tax Increment Allocation to Bridge District IFD No. 1 5

2.4 Administrative Cost for Division of Taxes 6

2.5 Bridge District IFD Plan Limits 6

3.0 SENIOR SUCCESSOR AGENCY OBLIGATONS 8

3.1 Senior Pass Through and County Administrative Fee Obligations 8

3.2 Enforceable Obligations of the Successor Agency 9

3.3 Coverage of Successor Agency Enforceable Obligations, Stress Test 12

3.4 Incremental City RPTTF Funds Effective Share of 1% Property Tax 13

4.0 ASSESSED VALUES 14

4.1 Current Year Assessed Values 14

4.2 Real and Personal Property 15

4.3 Historic Taxable Values 16

4.4 Values by Property Use 16

4.5 Ten Largest Taxpayers 18

5.0 ASSESSMENT APPEALS 20

6.0 TAX ALLOCATION AND DISBURSEMENT 22

6.1 Tax Rates 22

6.2 Allocation of Taxes 22

6.3 Unitary Tax Revenues 23

6.4 Historic Bridge District IFD Revenues 23

7.0 NEW DEVELOPMENT 25

8.0 REVENUE PROJECTION 26

9.0 CAVEATS AND LIMITATIONS 30

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List of Tables
Table 1. Share of 1% Property Tax Levy Available to Bridge District IFD 6 Table 2. Bridge District IFD Adoption Date and Plan Limits 7 Table 3. Pass Through and County Administrative Fee Obligations of the Successor Agency 8 Table 4. Projection of Successor Agency Enforceable Obligations ($Thousands) 11 Table 5. Successor Agency Stress Test 12
Table 6. Percentage of 1% Property Tax Levy Applicable to Incremental City RPTTF Revenues 13 Table 7. FY 2024-25 Assessed Values, Bridge District IFD 14 Table 8. Bridge District IFD as a Percent of Successor Agency and City of West Sacramento Assessed Value 15
Table 9. Prop 13 Inflation Factors 15
Table 10. Assessed Value History, Bridge District IFD 16 Table 11. FY 2024-25 Taxable Assessed Values by Land Use, Bridge District IFD 17 Table 12. Top 10 Taxpayers, FY 2024-25, Bridge District IFD Without Bridge District IFD 18 Table 13. Assessment Appeal Filing Outcomes, Bridge District IFD including IFD: FY 2017-18 to FY 2023-24 21
Table 14. Historic Bridge District IFD Revenue, FY 2016-17 to FY 2023-24 ($Thousands) 24 Table 15. Calculation of Available IFD Revenue, No Growth Projection ($Thousands) 26 Table 16. Projection of Available IFD Revenue, No Growth Projection ($Thousands) 27 Table 17. Projection of Available IFD Revenue, 2% Growth Projection ($Thousands) 28 Table 18. Assessed Value Projection: Bridge District IFD, No Growth Projection ($Thousands) 29 Table 19. Assessed Value Projection: Bridge District IFD, 2% Growth Projection ($Thousands) 29 765
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1.0 INTRODUCTION
This Fiscal Consultant Report provides a review of assessed values and a projection of revenues to be pledged for payment of bonds issued by the West Sacramento Infrastructure Financing District No. 1 (Bridge District Area) (“Bridge District IFD”). The Bridge District IFD is proposing issuance of its City of West Sacramento Infrastructure Finance District No. 1 (Bridge District Area) Tax Increment Bonds, Series 2025 (“Bonds”).

The Bridge District IFD receives an allocation of property tax revenues that are generated from growth in the taxable assessed values of properties within its boundaries above the fiscal year (“FY”) 2014-15 base year assessed value established at the time of IFD adoption (“tax increment”). The Bonds are secured by a pledge of Bridge District IFD tax increment revenues.

1.1 Infrastructure Finance Districts in California
Establishment of Infrastructure Finance Districts (IFDs) is authorized by Chapter 2.8 of Part 1 of Division 2 of Title 5 of the California Government Code (commencing with Section 53395) (“IFD Law”). IFDs are authorized to receive an allocation of property taxes calculated based on growth in assessed values over a base year assessed value established at the time of IFD adoption.

IFDs may receive the percentage share of tax increment that is attributable to taxing agencies that agree to participate in financing the IFD, as specified in an adopted Infrastructure Financing Plan (“IFP”). In addition, net available revenues from dissolved former redevelopment project areas are eligible for allocation to IFDs.

1.2 Purpose of this Report
This report provides a projection of tax increment available for allocation to the Bridge District IFD for payment of the Bonds based upon reported FY 2024-25 assessed values. This report also provides information regarding the applicable plan limits, historic assessed value trends, assessed values by land use, top ten property taxpayers, assessment appeals, a history of tax increment revenues, and a summary of construction in-progress within the IFD. 766
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2.0 THE BRIDGE DISTRICT IFD
The Bridge District is an area located within the boundaries of the City along the banks of the Sacramento River between the Tower Bridge to the north and the Pioneer Bridge to the south.

The Bridge District IFD was formed, and the IFP for the Bridge District IFD was approved through adoption of City of West Sacramento (“City”) Ordinance 14-12 to finance construction and/or acquisition of public capital facilities in the Bridge District. The City Council adopted Resolution No. 24-86 on August 21, 2024, authorizing the Bridge District IFD to issue bonds.

The boundaries of the Bridge District IFD are shown on Map 1.

Tax increment funds allocated by the City to the Bridge District IFD are available to fund infrastructure and public facilities specified in the IFP and to pay debt service on bonds issued to finance these costs.

In a judicial validation action brought by the City under California Code of Civil Procedure 860 et seq (Case No. CV2024-2481), the Superior Court issued a judgment on April 17, 2025, that the Bridge District IFD had been properly formed and that the IFP and bonds to be issued by the Bridge District IFD are valid.
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2.1 Overlap with Successor Agency
The boundaries of the Bridge District IFD are entirely within the Successor Agency to the former Redevelopment Agency of the City of West Sacramento (“Successor Agency”) Redevelopment Project No. 1 (“RDA Project Area”). Overlap with the RDA Project Area affects the effective City share of property taxes that is available for allocation to the Bridge District IFD, as described in Section 3.4.

Redevelopment agencies in California were dissolved under Assembly Bill (“AB”)x1 26 enacted June 2011 and amended by AB 1484 enacted June 2012 and Senate Bill (“SB”) 107 enacted September 2015 (“Dissolution Statutes”). Successor agencies were established to wind down the affairs of former redevelopment agencies and administer their remaining financial obligations.

Under the Dissolution Statutes, county auditor-controllers are required to deposit former tax increment revenues into a Redevelopment Property Tax Trust Fund (“RPTTF”) for each successor agency. Property taxes in the RPTTF are allocated twice yearly for the payment of (1) certain county administrative costs; (2) pass through payments; (3) Enforceable Obligations (as defined in the Dissolution Statutes) of the former redevelopment agency, as identified by dollar amounts on a Recognized Obligation Payment Schedule (“ROPS”) approved by a countywide oversight board and the State Department of Finance; and (4) administrative costs of the Successor Agency. The distributions are paid twice a year on January 2nd and June 1st.

Upon paying for these obligations, ABx1 26 requires county auditor-controllers to distribute any remaining RPTTF revenues as property taxes to local government agencies whose tax bases overlap the Successor Agency’s project areas. Successor agencies are precluded from incurring new financial obligations with limited exceptions, including issuance of refunding bonds that result in debt service savings.

2.2 Overlap with EIFD No. 1
EIFD No. 1 (“EIFD”) was formed in 2017 through adoption of City Ordinance 17-1 and City of West Sacramento Enhanced Infrastructure Financing District No. 1 Public Financing Authority (“Authority”) Resolution No. 17-2. The EIFD encompasses approximately 4,144 acres.

The Bridge District IFD is contained almost entirely within the boundaries of the EIFD, with all but nine of 178 total Bridge District IFD parcels located within the EIFD. Approximately 99% of the Bridge District FY 2024-25 assessed value is within the EIFD.

Notwithstanding overlap with the EIFD, Bridge District IFD tax increment is pledged to the Bonds and is not available for payment of any EIFD bonds pursuant to the Fiscal Agent Agreement for the EIFD and the Irrevocable Pledge of EIFD Revenues, while any Bridge District IFD bonds are outstanding. After the Bridge District IFD dissolves, tax increment from the Bridge District will be available for allocation to the EIFD. 769
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2.3 Tax Increment Allocation to Bridge District IFD No. 1 The IFP for the Bridge District IFD provides for allocation of up to 100 percent of the City’s share of tax increment from within the boundaries of the Bridge District IFD. The amount to be allocated is annually determined by the City, subject to the requirements of the Irrevocable Pledge of IFD Revenues to be executed at closing of the Bonds.

The City’s share of tax increment consists of two components:
(a) Incremental City RPTTF Funds - Until dissolution of the Successor Agency, projected following FY 2036-37, the City’s share of tax increment consists of “Incremental City RPTTF Funds” generated by growth in assessed value over the FY 2014-15 Bridge District IFD base year assessed value, after making the pass through and enforceable obligation payments described in Section 3. Incremental City RPTTF Funds equal approximately

25.9485%1 of the basic 1% of assessed value property tax levy under Article XIIIA of the California Constitution, applied to the incremental assessed value of the Bridge District IFD. (b) Incremental City Property Taxes - Following dissolution of the Successor Agency, projected following FY 2036-37, allocations to the RPTTF for the Successor Agency will cease and up to 100% of the City’s regular share of property taxes generated by incremental growth in assessed value will be available for allocation to the Bridge District IFD. The IFP provides for allocation of up to 100% of the City’s 49.0122% share of the basic 1% property tax levy.

The revenues available for payment of the Bonds (“Available IFD Revenue”), as specified in the Fiscal Agent Agreement and Irrevocable Pledge of IFD Revenues for the Bonds, include:
(a) Incremental City RPTTF Funds, and
(b) Incremental City Property Taxes,
minus $189,057 per year through FY 2027-28 (“the “CFD 12 Revenues”)2.

Table 1 summarizes the share of the 1% property tax levy generated by incremental assessed values of the Bridge District IFD available for allocation to the Bridge District IFD.

1 See calculation in Table 6.
2 This amount equals to the portion of debt service on the CFD 12 Refunding Bonds paid by the Successor Agency pursuant to an enforceable obligation on the ROPS. CFD 12 debt service amounts are not an obligation of the Bridge District IFD but are excluded from Available IFD Revenues consistent with the Irrevocable Pledge of IFD Revenues. 770
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Table 1. Share of 1% Property Tax Levy Available to Bridge District IFD Incremental City RPTTF Funds, through FY 2036-37 (1) 25.9485% Incremental City Property Tax, (FY 2037-38 to FY 2043-44) (2) 49.0122% (1) Effective share of 1% property tax available for allocation to the Bridge District IFD after required Successor Agency pass through payments. Percentage may shift slightly over time. See supporting calculations in Table 6. (2) Effective share of 1% property tax available to Bridge District IFD after revenue shifts to the Educational Revenue Augmentation Fund (ERAF).

2.4 Administrative Cost for Division of Taxes
Section 53396.5 of the California Government Code provides that costs incurred by a county in connection with the division of taxes to an IFD are paid by the IFD. The County of Yolo (“County”) has not historically allocated administrative expenses to the Bridge District IFD; however, County administrative expenses are being allocated to the Successor Agency, which reduces the effective property tax share applicable to Incremental City RPTTF Funds, shown in Table 1 and Table 6. For purposes of the revenue projections presented in Section 8, no administrative expenses are assumed to be allocated to the Bridge District IFD until dissolution of the Successor Agency, based on this existing practice. Following dissolution of the Successor Agency, County administrative costs allocable to the Bridge District IFD are assumed to equal

0.53% of Bridge District IFD revenues. This 0.53% factor is based on a proportionate share of the existing property tax administrative expenses being charged to the Successor Agency. The estimated County administrative expense at 0.53% of Bridge District IFD revenues equates to approximately $5,000 annually based on projected FY 2025-26 assessed values. This estimated administrative expense is deducted in calculating Available IFD Revenue in the Section 8 revenue projections for FY 2037-38 and subsequent years.

2.5 Bridge District IFD Plan Limits
IFD Law provides for allocation of incremental property taxes to IFDs by non-education taxing entities pursuant to an IFP. IFD Law requires the IFP to include a financing section that contains, among other things:
 A limit on the total number of dollars of taxes that may be allocated to the district.  A date on which the district will cease to exist, by which time all tax allocation to the district will end. The date may not be more than 30 years from the date on which the ordinance forming the district is adopted.

The Bridge District IFD will cease to exist on December 5, 2044, the date that is 30 years from the date the ordinance adopting the Bridge District IFD became effective. The cumulative limit on tax increment allocation to the Bridge District IFD is $1 billion.

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Table 2. Bridge District IFD Adoption Date and Plan Limits Adoption (Effective Date of Ordinance) 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 Based upon the growth assumptions incorporated into the Table 17 revenue projections, incorporating the 2% maximum annual inflation increase under Proposition 13, approximately $20 million in tax increment would be allocable to the Bridge District IFD through the 2044 final maturity for the Bonds, representing approximately 2% of the $1 billion cumulative tax increment limit under the IFP. For the $1 billion cumulative tax increment limit to be reached prior to the final debt service payment in 2044, the FY 2024-25 assessed values of the Bridge District IFD would need to grow at a compound annual growth rate more than approximately 32.7% per year.
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3.0 SENIOR SUCCESSOR AGENCY OBLIGATONS
Required pass through and enforceable obligation payments of the Successor Agency are payable prior to allocation of Incremental City RPTTF Funds to the Bridge District IFD until dissolution of the Successor Agency. The Successor Agency is required under H&S Code 34187 (b) to initiate the process of final dissolution within 30 days of paying off all enforceable obligations, which is projected by the end of FY 2036-37. A description of the pass through and enforceable obligations of the Successor Agency is provided below.

3.1 Senior Pass Through and County Administrative Fee Obligations Table 3 summarizes the Successor Agency’s pass through and County administrative fee obligations, which are senior to the Bonds. A description of each obligation follows.

Table 3. Pass Through and County Administrative Fee Obligations of the Successor Agency a. County Administrative Fees Required
b. Contractual Pass Through Agreements To County, County Library, and County Accumulated Capital Outlay Fund
c. AB 1290 Statutory Pass Throughs
(H&S 33607.5 and .7)
To all taxing agencies other than the County, County Library, and County Accumulated Capital Outlay Fund
d. H&S 33676 (a) “2% Election” To Washington Joint Unified School District, Los Rios Community College District, and
Yolo County Office of Education
a. County Administrative Fees
California Revenue and Taxation Code Section 95.3 provides for recovery of a proportionate share of county property tax administration expenses from all non-school agencies including former redevelopment agencies. California Health and Safety Code (“H&S”) 34182 (a) (3) allows counties to recover expenses related to dissolution of redevelopment agencies. County administrative charges to the Successor Agency in FY 2023-24 totaled $528,054. This equates to approximately 1.14% of gross Successor Agency RPTTF revenues. b. County and Flood Control District Agreement
The Successor Agency has a contractual pass through agreement with the County, County Library, and County Accumulated Capital Outlay (A.C.O.) Fund. The agreement specifies pass through payments equal to 100% of each agencies’ share of former tax increment revenue, which together represent approximately 12.6% of the 1% tax levy within the areas of the Bridge District IFD.
c. AB 1290 Statutory Pass Throughs Triggered by SB 211
Statutory pass through payments under AB 1290 were triggered by adoption of ordinances to eliminate the debt incurrence time limit for the RDA Project Area as allowed under legislation 773
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enacted by SB 211. The statutory pass through obligations (set forth under H&S Sections 33607.7 and 33607.5) commenced in FY 2006-07, the first year following the fiscal year in which the original debt incurrence time limit would have taken effect. Taxing agencies without a tax sharing agreement (all taxing agencies other than the County, County Library and County A.C.O.) are eligible to receive their allocation of the resulting statutory pass through.

Three tiers of payments are required. Payments are calculated based on revenues after deduction of the 20% portion of revenues formerly required to be deposited into a separate Low and Moderate Housing Fund. Tier one is calculated based on revenue derived from incremental assessed value growth over FY 2005-06 assessed values, the fiscal year in which the time limit for incurrence of debt would have been reached if it had not been repealed. The tier one payments are equal to 25% of each taxing agency’s respective share of revenues. Tier two payments commenced in FY 2016-17 and are based on 21% of the revenues derived from growth in assessed values over FY 2015-16. The third tier of payments is scheduled to commence in FY 2036-37, the final year the Successor Agency is projected to exist, based on growth in assessed values over FY 2035-36.
d. Taxing Agency Elections Payable Under H&S 33676
Redevelopment projects adopted between January 1, 1985, and January 1, 1994, were subject to payments to schools and to other affected taxing agencies that elected to receive tax revenue payments set forth under H&S Section 33676. The RDA Project Area was adopted during the applicable period. Payments equal the taxing agency’s percentage share of tax increment attributable to inflationary increases in the base year assessed value under Proposition 13 of up to 2% per year. School and community college districts are entitled to the payments even if no election was made at the time of project area adoption, based on the ruling in Santa Ana Unified School Dist. v. Orange County Development Agency. Consistent with this ruling, the County currently deducts payments on behalf of the Washington Joint Unified School District, Los Rios Community College District, and the Yolo County Office of Education.

3.2 Enforceable Obligations of the Successor Agency
Pursuant to Section 53395.4(d) of the California Government Code, any debt of the Bridge District IFD, including the Bonds, is subordinate to any and all enforceable obligations of the Successor Agency. The Successor Agency has the following outstanding enforceable obligations:
(2) Bonds – Outstanding Successor Agency Bonds include its 2014 Senior Tax Allocation Refunding Bonds, 2014 Subordinate Tax Allocation Refunding Bonds and 2016 Subordinate Tax Allocation Refunding Bonds. The combined maximum annual debt service is $7,686,384.
(3) Raley’s Landing Owner Participation Agreement – The agreement requires payments equal to 100% of site-specific tax increment revenue generated by 774
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properties subject to the agreement through FY 2036-37. The amount reported on the proposed ROPS for FY 2025-26 is $817,416.
(4) Local Baseball Agreement – The agreement requires two separate payments:
(a) Payment of a $189,057 portion of the annual debt service on the City of West Sacramento Community Facilities District No. 12 (Raley’s Field) Special Tax Refunding Bond Series 2013.
(b) Annual payment to the River City Land Holding Company, equal to an initial annual amount of $224,000 as annually adjusted for changes in the assessed value of the applicable properties since 1999, up to a maximum equal to the Community Facilities District No. 12 special taxes owed by the River City Land Holding Company. The amount reported on the proposed ROPS for FY 2025-26 is $325,000.

Final payments on the Local Baseball Agreement are in 2028. (5) CEMEX Rail Agreement – Requires annual payments of $191,054 per year through 2027.
(6) Administrative Expenses and Trustee Fees – The Successor Agency reported administrative expenses and trustee fee expenses totaling $182,530 in FY 2025-26 and will continue to incur these expenses until bond debt service and all other enforceable obligations have been fully satisfied.

Table 4 provides a projection of Successor Agency enforceable obligation payments through the FY 2036-37 final year of the Successor Agency.
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Table 4. Projection of Successor Agency Enforceable Obligations ($Thousands) 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 AVRaley'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 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 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 SA contributes $189,057 to annual CFD 12 bond payments. The final payment is 9/1/2028. (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 26-27 RPTTF revenues allocated in June 2027. (3) Payments are based on TI generated by eight specific parcels. FY 24-25 and FY 25-26 amounts are based on the approved and proposed ROPS schedules, respectively. FY 26- 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 24-25 and FY 25-26 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 24-25 and FY 25-26 ROPS expenses. FY 26-27 and subsequent year expenses are estimated based on a 3% growth rate. 776
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3.3 Coverage of Successor Agency Enforceable Obligations, Stress Test

Table 5 presents a stress test scenario in which RDA Project Area assessed values are assumed to be reduced by 54% to the $2.56 billion combined base year assessed values of the Bridge District IFD plus the EIFD. The scenario results in a 1.55 coverage ratio of maximum annual Successor Agency enforceable obligations. This demonstrates that, notwithstanding the subordination described in Section 3.2, the Successor Agency can fully fund its enforceable obligations using revenues generated by the EIFD and IFD base year assessed values, without use of any EIFD or Bridge District IFD tax increment.

Table 5. Successor Agency Stress Test
Coverage of Enforceable Obligations with:
a) Loss of All EIFD and Bridge District IFD Increment, and b) Loss of all RDA Project Area AV Not Within the EIFD or Bridge District IFD ($Thousands) FY 2024-25 Assessed Value, Successor Agency $5,517,802
Stress Test AV Loss of:
a. All EIFD and IFD Incremental AV (2,010,155)
b. All Successor Agency AV not within the EIFD & IFD boundaries (946,538) Aggregate Stress Test AV Loss Assumption (2,956,693)
Successor Agency Assessed Value at EIFD + Bridge District IFD Base Year AV (1) 2,561,109 Successor Agency Base Year Value (534,066)
Successor Agency Incremental Assessed Value (stress test scenario) 2,027,043 Gross RPTTF at 1% of Incremental AV 20,270

Less: County Admin Expenses (230)
Less: H&S 33676 Payments (1,878)
Less: Negotiated Pass Through (County, ACO, Library ) (2,622) Less: Statutory Pass Throughs (H&S 33607.5 / .7) (1,107) Subtotal Pass Throughs and County Admin Expense (5,837)

Successor Agency Revenue Available for Obligations (stress test scenario) $14,433

Maximum Annual Enforceable Obligations through FY 2036-37 (Table 4) $9,289

Coverage Ratio for Successor Agency Enforceable Obligations with Loss of All Bridge District IFD and EIFD Increment and all Successor Agency AV not within the Bridge District IFD or EIFD (2)

1.55 (1) Equals the sum of the Bridge District IFD base year value and the EIFD base year assessed values for areas outside of the IFD that overlap the Successor Agency
(2) Note this result is slightly different than a similar coverage test performed with respect to the EIFD in a separate fiscal consultant report. The difference is primarily due to use of the Bridge District IFD base year assessed value for the Bridge District, rather than the higher EIFD base year value for parcels within the Bridge District, as in the EIFD Fiscal Consultant Report.

No reduction or offset to Available IFD Revenue based on outstanding Successor Agency enforceable obligations is reflected in the Section 8 revenue projections based on the analysis in Table 5 demonstrating that Successor Agency revenues, excluding all EIFD and IFD AV Increment, exceed the amount needed to fully fund enforceable obligations. 777
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3.4 Incremental City RPTTF Funds Effective Share of 1% Property Tax Table 6 calculates the share of the 1% property tax rate available for inclusion in Incremental City RPTTF Funds through FY 2036-37 as 25.9485%. 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 pass through payments have in the distribution of RPTTF funds.

The percentage of the 1% property tax rate applicable to Incremental City RPTTF Funds is calculated by applying the City’s 49.0122% property tax share to the 52.9428% of the 1% property tax levy that remains after payment of Successor Agency pass through obligations.

Table 6. Percentage of 1% Property Tax Levy Applicable to Incremental City RPTTF Revenues A. Total Property Tax Deposited to the RPTTF 100%

B. Less: Pass Throughs and County Admin Costs
County Administrative Cost (1) 1.1354%
County Pass Through Agreement 12.1202%
33676 Payments to schools (2) paid with non-Bridge District IFD increment AB 1290 Tier 1 payments 18.8674%
AB 1290 Tier 2 payments 14.9341%
AB 1290 Tier 3 payments (3) 0% (commences FY 36-37)
Total Pass Throughs and County Admin Costs 47.0572%

C. Less: ROPS Obligations (4) paid with non-Bridge District IFD increment

D. Residual Available for Taxing Agencies (=A. - B. - C.) 52.9428%

E. City Share of Incremental RPTTF Residual 49.0122%

F. Share of 1% Property Tax Rate Applicable to
“Residual” RPTTF allocable to City and included in
Incremental City RPTTF Funds (=D. x. E.)

25.9485%
Note: Reflects current County allocation methodology.
(1) Based on actual for FY 2023-24. Actual may vary from year to year. (2) H&S 33676 payments are not tied to assessed value increases in the Bridge District IFD and are paid with existing non-Bridge District IFD increment.
(3) Tier 3 commences in the final year before Successor Agency dissolution based on assessed value growth above an adjusted base year assessed value in FY 2035-36 and will likely result in a minor decrease in the effective City share in FY 2036-37, depending on assessed value growth from the prior year. (4) Paid with non-Bridge District IFD increment. See analysis in Table 5. 778
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4.0 ASSESSED VALUES

4.1 Current Year Assessed Values
The County Assessor annually prepares the assessment roll identifying the assessed values of each property within the county. Assessed values reflect value as of the January 1st preceding the beginning of the fiscal year. Each property assessment is assigned a unique Assessor Parcel Number (“APN”) that corresponds to assessment maps prepared by the County. Each APN is included within a Tax Rate Area (“TRA”), a geographic subarea with a common distribution of taxes. The Bridge District IFD encompasses a portion of APNs within TRA 04- 005.

The County Department of Financial Services (“DFS”) aggregates the assessed values assigned by the Assessor for properties within the boundaries of the Bridge District IFD. This results in the total current year assessed value for the Bridge District IFD3.

The incremental assessed value equals the amount by which current year assessed value exceeds the base year assessed value established at the time of adoption. Incremental assessed value becomes the basis for determining the amount of property tax increment available for allocation to the Bridge District IFD.

Table 7 summarizes the total and incremental taxable assessed values for the Bridge District IFD as of FY 2024-25. The amounts are net of tax-exempt property4.

Table 7. FY 2024-25 Assessed Values, Bridge District IFD Assessed Value % of Total
Secured $245,785,301 99%
Unsecured $3,119,184 1%
Total Assessed Value $248,904,485 100%

Less: Base Year AV ($56,037,242) 23%
Incremental Value $192,867,243 77%
The secured assessment roll includes property for which taxes levied by the County become a lien on that property. The unsecured assessment roll includes other properties such as tenant improvements, trade fixtures, personal property and possessory interests constituting a right to the possession and use of property owned by a governmental agency for a period less than perpetuity.
3DFS assessed value information was adjusted to include five Bridge District IFD secured parcels (058-340-34 and -35, and 058-350-72, -74, -75) that were included by DFS in EIFD assessed values, but which should also be included in Bridge District IFD assessed values. The aggregate assessed value of the five parcels is $8,759,815 and the aggregate land area is 16.6 acres.
4 Except for the homeowner’s exemption which is reimbursed to local governments through a State subvention and is included as part of tax increment revenue.
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As shown in Table 8, the FY 2024-25 assessed value of the Bridge District IFD equates to approximately 5% of the assessed value of the Successor Agency and approximately 2% of the assessed value of the entire City of West Sacramento.

Table 8. Bridge District IFD as a Percent of Successor Agency and City of West Sacramento Assessed Value Bridge District IFD Successor Agency City of West Sacramento FY 2024-25 Assessed Values $248,904,485 $5,517,801,914 $10,513,665,297 Bridge District IFD as percent of assessed value 100% 5% 2%

4.2 Real and Personal Property
Real property, as referred to in this report, is defined to represent land and improvement assessed values on both the secured and unsecured property tax rolls of the County Assessor.

Annual increases in the assessed value of real property are limited to an annual inflationary increase of up to 2%, as governed by Article XIIIA of the California Constitution and known as the Proposition 13 inflation factor. Real property values may increase or decrease upon a change of ownership or new construction and result in establishment of a new base year value for purposes of the 2% maximum increase. As discussed below, the assessed value of taxable property is subject to reduction under certain conditions.

For property tax purposes, the Proposition 13 inflation factor is subject to the State’s Consumer Price Index (“CPI”) inflation adjustment of up to 2% per year. The CPI adjustment is based on the change in the CPI from October to October of the following year. The Proposition 13 inflation factor for the FY 2025-26 assessment roll is 2%. The annual Proposition 13 factor has been less than 2% for two of the last 10 fiscal years, as shown in Table 9.

Table 9. Prop 13 Inflation Factors
10 Year History
2016-17 1.525%
2017-18 2.000%
2018-19 2.000%
2019-20 2.000%
2020-21 2.000%
2021-22 1.036%
2022-23 2.000%
2023-24 2.000%
2024-25 2.000%
2025-26 2.000%
The assessed value of Personal Property is not subject to the maximum 2% inflationary increase and is subject to annual appraisal, either upward or downward. Properties assessed by the State Board of Equalization (“SBE”), including railroads and utilities, are valued annually and are not subject to the 2% limitation on annual increases.
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4.3 Historic Taxable Values
Aggregate taxable assessed values for the Bridge District IFD from adoption in FY 2014-15 through FY 2024-25 are summarized in Table 10.

Table 10. Assessed Value History, Bridge District IFD
Total %change
2014-15 (base year) $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%
Over the 11-year period from FY 2014-15 to FY 2024-25, assessed values of the Bridge District IFD increased at an annualized rate of 16.1%, driven by new development. Assessed value growth has been positive every year over this period.

4.4 Values by Property Use
Taxable assessed values by land use category for FY 2024-25 are presented in Table 11. 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.

Certain parcels identified by the Assessor as vacant land were found to be improved with recently constructed residential uses. For purposes of Table 11, land use classifications for the applicable parcels were updated to reflect the new residential use.

Residential uses account for 75% of FY 2024-25 Bridge District IFD assessed values; 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 FY 2024-25 taxable assessed value.

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Table 11. FY 2024-25 Taxable Assessed Values by Land Use, Bridge District IFD
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%

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%
Total 181 $248,904,485 100.0%
(1) Includes the number of unsecured assessments.

Source: Yolo County Assessor

Bridge District IFD, Percent of Taxable Assessed Values by Land Use, FY 2024-25 782
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4.5 Ten Largest Taxpayers
The ten largest taxpayers for FY 2024-25 for the Bridge District IFD are identified in Table 12.

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 (see footnotes to Table 12).

The ten largest taxpayers for 2024-25 represent 78.8% of total assessed value and 101.7% of incremental assessed value within the Bridge District IFD, as shown in Table 12.

Table 12. Top 10 Taxpayers, FY 2024-25, Bridge District IFD Without Bridge District IFD Secured
Parcels
Assessed Value
% Assessed
Value (1)
Taxpayer Land Use Secured Unsecured Total %Total % Incr.

1. Fulcrum Property (2) Multifamily,
parking, land,
industrial
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, landscaped
parcels on
perimeter of
ballpark
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
affordable
1 2,011,211 - 2,011,211 0.8% 1.0%

10. Lam Yuk Tsan three 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% (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. See narrative discussion below regarding a February 2025 transfer of ownership expanding Fulcrum Property’s holdings through acquisition of three parcels. (3) Includes River City Parking LLC.
(4) Includes Ramos Frank & Joanne Family Trust
(5) Includes Lonestar CA Inc.

The following provides a brief description of each of the top ten taxpayers.

1. Fulcrum Property and affiliated entities own a portfolio of properties within the Bridge District 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. 783
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SGI-CP 1 LLC, an affiliated entity of Fulcrum Property, purchased three parcels within the Bridge District from CP North Yard LLC on February 21, 2025, expanding the company’s holdings within the Bridge District IFD. The parcels are used as parking for Sutter Health Park. The parcels have an aggregate land area of approximately 7.4 acres and an aggregate FY 2024-25 assessed value of $1,793,254. There is no publicly reported sale price as consideration to the seller was reportedly in the form of a partnership interest in a separate property. This transfer of ownership is not reflected for purposes of Table 12, which is based on FY 2024-25 assessment roll information.

2. 801 Riverpoint Property Owner LLC is the owner of an apartment property with 285 units, built in 2023.

3. River City Land Holding Co LLC owns land adjacent to Sutter Health Park.

4. Ramcon Engineering and Environmental Contracting is a site remediation and construction contractor that owns a parking lot adjacent to Sutter Health Park.

5. RMC Pacific Material is a provider of construction materials that owns land along the Sacramento riverfront.

6. Sacramento Stucco Co Inc. is a stucco supplier that owns an industrial / warehouse facility within the Bridge District.

7. Bridge District Riverfront LLC owns a parcel of vacant land along the Sacramento Riverfront.

8. CC Media Holdings LLC is the owner of a billboard fronting U.S. Highway 50, assessed as unsecured property.

9. 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.

10. Lam Yak Tsan is the owner of three townhome units.

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5.0 ASSESSMENT APPEALS
Property values determined by the County Assessor may be subject to an appeal by the property owner. Assessment appeals are filed annually with the Yolo County Assessment Appeals Board for a hearing and resolution. A property owner can file a regular assessment appeal of current fiscal year assessed values between July 2 and November 30. Revenue and Taxation Code §1604 allows up to two years for an assessment appeal to be decided unless this time limit is waived by the applicant. If not decided within the two-year statutory time frame, the assessor is required to apply the applicant’s opinion of value.

The majority of appeal filings 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 Bridge District IFD based on County-reported assessed values. This apportionment procedure effectively holds the Bridge District 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.

Table 13 summarizes assessment appeal filing outcomes within the Bridge District IFD for appeals of FY 2017-18 to FY 2023-24 assessed values using data provided by staff for the County Assessment Appeals Board5. The appeals database includes 31 resolved appeal records within the Bridge District 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.

Resolved appeals in the Bridge District IFD during FY 2017-18 to FY 2023-24 had an aggregate Assessor value of $70 million. 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 FY 2017-18 and FY 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 5 Appeals data was provided on October 16th for appeals prior to 2023-24, December 16th, 2024 for 2023-24 appeals, and January 3, 2025 for FY 2024-25 appeals.
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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 Bridge District IFD and so is not included in the Table 13 data). 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 Bridge District 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.

Table 13. Assessment Appeal Filing Outcomes, Bridge District IFD including IFD: FY 2017-18 to FY 2023-24 Number of Resolved Appeals Assessed Valuation: Resolved Appeals ($Millions) Fiscal Year
Total
Filings
Open
Filings Total
Denied or
Withdrawn Stipulated
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: Yolo County Assessment Appeals Database as of October 16th for appeals prior to 2023-24, December 16th, 2024, for 2023-24 appeals, and January 3, 2025, for FY 2024-25 appeals.

No appeal records were identified in the County’s appeals database for the Bridge District IFD for the FY 2022-23 to FY 2024-25 period, nor were any pending appeal records identified for prior fiscal years. Therefore, no reduction to Bridge District IFD assessed values based upon pending assessment appeals is reflected for purposes of the revenue projections presented in Section 8.

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6.0 TAX ALLOCATION AND DISBURSEMENT

6.1 Tax Rates
The tax rates which are applied to taxable values consist of two components: the basic levy of $1.00 per $100 of taxable assessed value and the override tax rate which is levied to pay voter approved indebtedness. The basic levy may not exceed 1% ($1.00 of $100 taxable value) in accordance with Article XIIIA of the California Constitution. Tax Increment is comprised of a share of the basic 1% property tax levy applied to the assessed value of properties within the Bridge District IFD, as identified in Table 1. Accordingly, a one percent levy is applied in the revenue projections presented in Section 8.

6.2 Allocation of Taxes
The Yolo County DFS is responsible for the aggregation of taxable values assigned by the Assessor as of the lien date for property within the boundaries of the Bridge District IFD. This results in the reported total current year Bridge District IFD taxable value and becomes the basis for determining the revenue allocated to the Bridge District IFD.

Secured property taxes are due in two equal installments and become delinquent if not paid by December 10 and April 10. Taxes on unsecured property become delinquent if not paid by August 31. DFS allocates secured property taxes in accordance with the County’s Teeter Plan, which provides for distribution of property taxes based on 100% of the calculated property tax levy, without regard to delinquencies. This allocation method results in allocation of 100% of the calculated tax increment attributed to secured assessed values. 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.

Prior to dissolution of the Successor Agency, Available IFD Revenues will consist of Incremental City RPTTF Funds. Incremental City RPTTF Funds are allocated as part of semi-annual distributions of RPTTF funds on January 2nd and June 1st of each year. Funds are allocated by the County to the City, with the portion constituting Incremental City RPTTF Funds subsequently allocated by the City to the Bridge District IFD.

Following dissolution of the Successor Agency, funds available to the Bridge District IFD will consist of Incremental City Property Taxes, which are allocated by the County to the City and will subsequently be transferred from the City to the Bridge District IFD. The County allocates property taxes to the City each year in three installments:
 The first installment is allocated in January, which for FY 2023-24 included 51% of current secured property taxes and 99% of unsecured property taxes.  The second installment is allocated in May, which for FY 2023-24 included 44% of the current secured property taxes and 1% of unsecured property taxes.  The third installment is allocated in August, which for FY 2023-24 included 5% of current secured property taxes and a nominal amount of unsecured property taxes. 787
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The City’s practice has been to allocate up to 100% of the calculated levy to the Bridge District IFD. This approach effectively holds the Bridge District IFD harmless from tax refunds from assessment appeals, property tax delinquencies, and roll corrections, while having the effect of excluding supplemental taxes arising from transfers of ownership or new construction that are not yet reflected on the regular secured and unsecured assessment roll.

The City’s past practice has been to allocate funds to the Bridge District IFD prior to the close of the fiscal year. Allocation of funds to the Bridge District IFD has been a year-to-year budgeting decision of the City and eligible funds have not always been fully allocated to the Bridge District IFD. Following issuance of the Bonds, transfers to the Bridge District IFD from the City will be governed by the Irrevocable Pledge of IFD Revenues to be executed concurrent with issuance of the Bonds, requiring the City to transfer at least the amount of Available IFD Revenue required for debt service on the Bonds semi-annually on or before each February 15th and August 15th.

6.3 Unitary Tax Revenues
Most public utility properties are included on the unitary roll and assessed by the California State Board of Equalization as a single unit on a countywide basis. No unitary tax revenues have been allocated to the Bridge District IFD in the past and none are assumed to be allocated in the future for purposes of the revenue projections presented in Section 8.

6.4 Historic Bridge District IFD Revenues
A summary of calculated Bridge District IFD Revenues for the period FY 2016-17 through FY 2023-24 and actual allocations for the same period is presented in Table 14. Calculated Bridge District IFD Revenue grew from zero in the FY 2014-15 base year to $424,000 in FY 2023-24.

Actual allocations exceeded calculated amounts in most years due to an overstatement of the City revenue share applicable to Incremental City RPTTF Funds. Actual allocations in FY 2016- 17 and FY 2018-19 were less than calculated amounts as allocation of funds to the Bridge District IFD is an annual discretionary City budgeting decision. Following issuance of the Bonds, Available IFD Revenues are required to be allocated to the Bridge District IFD pursuant to the Irrevocable Pledge of IFD Revenues in an amount at least equal to required debt service, reserve fund deposits, and fiscal agent fees for outstanding Bridge District IFD bonds.

Bridge District IFD Revenues in Table 14 do not reflect the $189,057 annual deduction for CFD 12 Revenues that applies to determination of Available IFD Revenues. The CFD 12 amounts are an obligation of the Successor Agency and not the Bridge District IFD but are never-the-less deducted in the determination of Available IFD Revenues pursuant to the Fiscal Agent Agreement and Irrevocable Pledge of IFD Revenues.

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Table 14. Historic Bridge District IFD Revenue, FY 2016-17 to FY 2023-24 ($Thousands) Base Year
2014-15 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: Yolo County DFS and City of West Sacramento
(1) Illustration 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, which is not an expense of the Bridge District IFD. (2) Actual allocations to the Bridge District IFD exceeded calculated revenues in most years due to application of a City revenue share that exceeded the effective City share calculated in Table 6. 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 of IFD Revenues will require Available IFD Revenues to be allocated in an amount at least equal to the debt service requirement for the Bonds. Does not reflect the deduction of the CFD 12 Revenues, which is not an expense of the Bridge District IFD.

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7.0 NEW DEVELOPMENT
The Bridge District is a planned urban district along the Sacramento River that is being developed under a framework established in the Bridge District 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. 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 Bridge District Specific Plan.

Construction-in-progress following the January 1, 2024 lien date for the FY 2024-25 assessment roll includes one project, the Bridge District Phase VI project. Bridge District Phase VI is a mixed use development consisting of 260 rental residential units, 4,300 square feet of retail, and 29,000 square feet of office space. Construction was underway and had progressed to construction of the ground floor parking level as of the end of 2024.

Increases in assessed value from construction-in-progress and future planned development within the Bridge District IFD are not included for purposes of the revenue projections presented in Section 8.

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8.0 REVENUE PROJECTION
Projected Available IFD Revenue available for payment of debt service on the Bonds is summarized in Table 15, Table 16 and Table 17. Projections of assessed value are included in Table 18 and 19. Two versions of the projection are presented:
(1) “No Growth Projection” - Table 16, reflects reported FY 2024-25 assessed values. (2) “2% Growth Projection” - Table 17, reflects reported FY 2024-25 assessed values and application of the 2% maximum allowable inflationary increase under Proposition 13 in FY 2025-26 and future years. The projections do not include increases in assessed value from construction in progress or future development.

Available IFD Revenue is calculated based on Bridge District IFD 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 Revenue amount in FY 2024-25 through FY 2027-28.

Table 15 summarizes the calculation of annual Available IFD Revenue under the No Growth Projection for the following three periods.

A. FY 2024-25 through FY 2027-28 – A $189,057 annual CFD 12 Revenue amount is excluded from Available IFD Revenues during this period and Available IFD Revenues reflect a net effective property tax share of 25.9485%, as calculated in Table 6.

B. FY 2028-29 to FY 2036-37 - The CFD 12 Revenue amount is no longer deducted, and the net effective property tax share remains 25.9485%.

C. FY 2037-38 to FY 2043-44 - Following Successor Agency Dissolution, the Bridge District IFD property tax share increases to 49.0122%.

Table 15. Calculation of Available IFD Revenue, No Growth Projection ($Thousands)

FY 2025-26 to
FY 2027-28
FY 2028-29 to
FY 2036-37
FY 2037-38 to FY 2043-44 after
Successor Agency Dissolves
FY 2024-25 Assessed Value (1) $248,904 $248,904 $248,904 Less: Base Year Assessed Value ($56,037) ($56,037) ($56,037) Incremental Assessed Value $192,867 $192,867 $192,867

Tax Increment @1% of AV Increment $1,929 $1,929 $1,929
IFD Percentage Share 25.9485% 25.9485% 49.0122%
IFD Share of Tax Increment $500 $500 $945
Less: Co Admin @0.53% after SA dissolves $0 $0 ($5)
Less: CFD 12 Revenues ($189) 0 $0
Available IFD Revenue ($Thousands) $311 $500 $940
(1) No appeal adjustment is made because no pending appeals within the Bridge District IFD were identified. 791
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Table 16. Projection of Available IFD Revenue, No Growth Projection ($Thousands) Fiscal
Year
Bridge
District IFD
AV
Increment
(Table 18)
Tax
Increment
@1% of
AV
Increment
IFD Share of
Incremental
Revenue
Gross
IFD
Revenue
Excluded
CFD 12
Amounts (1)
Co.

Admin @

0.53%
once SA
dissolves
Available
IFD
Revenue Note
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
2027-28 192,867 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
2036-37 192,867 1,929 25.95% 500 0 500
2037-38 192,867 1,929 49.01% 945 (5) 940 Successor Agency 2038-39 192,867 1,929 49.01% 945 (5) 940 dissolved
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
2043-44 192,867 1,929 49.01% 945 (5) 940 Last year of IFD revenue (1) Irrevocable Pledge of IFD Revenues provides for an exclusion of these amounts from Available IFD Revenue, although payments are made by the Successor Agency and are not an IFD obligation.

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Table 17. Projection of Available IFD Revenue, 2% Growth Projection ($Thousands) Fiscal
Year
Bridge
District IFD
AV
Increment
(Table 19)
Tax
Increment
@ 1% of
AV
Increment
IFD Share of
Incremental
Revenue
Gross
IFD
Revenue
Excluded
CFD 12
Amounts (1)
Co.

Admin @

0.53%
once SA
dissolves
Available
IFD
Revenue Note
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
2027-28 207,809 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
2036-37 258,348 2,583 25.71% 664 0 664 AB1290 Tier 3 commence 2037-38 264,540 2,645 49.01% 1,297 (7) 1,290 Successor Agency 2038-39 270,856 2,709 49.01% 1,328 (7) 1,321 Dissolved
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
2043-44 304,380 3,044 49.01% 1,492 (8) 1,484 Last year of IFD revenue (1) Irrevocable Pledge of IFD Revenues provides for an exclusion of these amounts from Available IFD Revenue, although payments are made by the Successor Agency and not an IFD obligation.

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Table 18. Assessed Value Projection: Bridge District IFD, No Growth Projection ($Thousands) Fiscal
Year
Real Property
Assessed Value @ 0%
Growth
Personal Property
Assessed Value @ 0%
growth
Total Assessed
Value
AV Increment Over
IFD Base Year of
$56,037
2024-25 $244,111 $4,793 $248,904 $192,867
2025-26 244,111 4,793 248,904 192,867
2026-27 244,111 4,793 248,904 192,867
2027-28 244,111 4,793 248,904 192,867
2028-29 244,111 4,793 248,904 192,867
2029-30 244,111 4,793 248,904 192,867
2030-31 244,111 4,793 248,904 192,867
2031-32 244,111 4,793 248,904 192,867
2032-33 244,111 4,793 248,904 192,867
2033-34 244,111 4,793 248,904 192,867
2034-35 244,111 4,793 248,904 192,867
2035-36 244,111 4,793 248,904 192,867
2036-37 244,111 4,793 248,904 192,867
2037-38 244,111 4,793 248,904 192,867
2038-39 244,111 4,793 248,904 192,867
2039-40 244,111 4,793 248,904 192,867
2040-41 244,111 4,793 248,904 192,867
2041-42 244,111 4,793 248,904 192,867
2042-43 244,111 4,793 248,904 192,867
2043-44 244,111 4,793 248,904 192,867
Table 19. Assessed Value Projection: Bridge District IFD, 2% Growth Projection ($Thousands) Fiscal
Year
Real Property
Assessed Value
Plus:

Real Property Prop
13 Growth @ 2%
Total Real
Property
Assessed Value
Personal Property
Assessed Value
@ 0% growth
Total
Assessed
Value
AV Increment
Over IFD Base
Year of $56,037
2024-25 $244,111 $0 $244,111 $4,793 $248,904 $192,867
2025-26 244,111 4,882 248,994 4,793 253,787 197,749
2026-27 248,994 4,980 253,974 4,793 258,767 202,729
2027-28 253,974 5,079 259,053 4,793 263,846 207,809
2028-29 259,053 5,181 264,234 4,793 269,027 212,990
2029-30 264,234 5,285 269,519 4,793 274,312 218,275
2030-31 269,519 5,390 274,909 4,793 279,702 223,665
2031-32 274,909 5,498 280,407 4,793 285,200 229,163
2032-33 280,407 5,608 286,016 4,793 290,809 234,771
2033-34 286,016 5,720 291,736 4,793 296,529 240,492
2034-35 291,736 5,835 297,571 4,793 302,364 246,326
2035-36 297,571 5,951 303,522 4,793 308,315 252,278
2036-37 303,522 6,070 309,592 4,793 314,385 258,348
2037-38 309,592 6,192 315,784 4,793 320,577 264,540
2038-39 315,784 6,316 322,100 4,793 326,893 270,856
2039-40 322,100 6,442 328,542 4,793 333,335 277,298
2040-41 328,542 6,571 335,113 4,793 339,906 283,869
2041-42 335,113 6,702 341,815 4,793 346,608 290,571
2042-43 341,815 6,836 348,651 4,793 353,444 297,407
2043-44 348,651 6,973 355,624 4,793 360,417 304,380

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9.0 CAVEATS AND LIMITATIONS
The projections reflect assumptions based on KMA's understanding of the assessment, tax apportionment, and pass through calculation procedures employed by the County. The County procedures are subject to change as a reflection of policy revisions or administrative, regulatory or legislative mandate. While we believe our estimates to be reasonable, taxable values resulting from actual appraisals may vary from the amounts assumed in the projections.

Assumptions have also been made that no changes to State legislation are enacted to change or eliminate the allocation of Bridge District IFD revenues.

No assurances are provided by KMA as to the certainty of the projected Available IFD Revenues presented in Tables 15 to 19. Actual revenues may be higher or lower than what has been projected and are subject to valuation changes resulting from new developments or transfers of ownership not specifically identified herein, actual resolution of outstanding appeals, future filing of appeals, changes in assessor valuation standards, or the non-payment of taxes due. The analysis of assessment appeals is based solely upon information provided by the County as of the dates indicated.

KMA is not advising or recommending any action be taken by the City with respect to any prospective new or existing municipal financial products or issuance of municipal securities (including with respect to the structure, timing, terms and other similar matters concerning such financial products or issues). KMA is not acting as a municipal advisor and does not assume any fiduciary duty, including, without limitation, a fiduciary duty pursuant to Section 15B of the Exchange Act. The City should discuss any such information and material contained in this report with internal and/or external advisors and experts, including its own municipal advisors, that it deems appropriate before acting on the information. 795
4934-9230-1063 G-1

APPENDIX G

IFD INFRASTRUCTURE FINANCING PLAN

EXHIBIT D
796

EXHIBIT E
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; 797

EXHIBIT E
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; 798

EXHIBIT E
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. 799

EXHIBIT E
4893-3653-2722 -4- Irrevocable Pledge of IFD Revenues
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 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 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 of 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.
800

EXHIBIT E
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.

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.

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 801

EXHIBIT E
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 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] 802

EXHIBIT E
4893-3653-2722 S-1 Signature Page to Irrevocable
Pledge of IFD 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

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)
803

EXHIBIT E
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
804

WEST SACRAMENTO FINANCING AUTHORITY AGENDA REPORT
MEETING DATE: May 21, 2025 ITEM # 18
SUBJECT:

RESOLUTION OF THE WEST SACRAMENTO FINANCING AUTHORITY APPROVING

THE FORM OF AND AUTHORIZING EXECUTION AND DELIVERY OF THE BOND

PURCHASE AGREEMENT RELATED TO THE CITY OF WEST SACRAMENTO ENHANCED INFRASTRUCTURE FINANCING DISTRICT NO. 1 TAX INCREMENT BONDS;

APPROVING OTHER ACTIONS RELATED TO THE BONDS
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 Authority approval of a Bond Purchase Agreement related to the issuance of not to exceed $80,000,000 of bonds (the “EIFD Bonds”) issued by the City of West Sacramento Enhanced Infrastructure Financing District No. 1 (the “EIFD”), approve the related Pledge Agreement and other documents and authorize officers to execute and deliver the EIFD Bonds.

RECOMMENDED ACTION
Staff respectfully recommends that the Authority adopt Resolution 25-46 (Attachment 1) which authorizes the following actions:

1. Approve the Bond Purchase Agreement (Exhibit A) related to the issuance and sale by the EIFD of the City of West Sacramento Enhanced Infrastructure Financing District No. 1 bonds in an amount not to exceed $80,000,000; and

2. Authorize the appropriate officers of the Authority 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
Pursuant to Resolution 16-58 adopted on November 16, 2016, the City Council of the City of West Sacramento (the “City Council”) (i) approved the initiation of proceedings to establish the City of West Sacramento Enhanced Infrastructure Financing District No. 1 (the “EIFD”), approved an infrastructure financing plan for the EIFD (the “Infrastructure Financing Plan”) that identified certain public and other specified facilities (the “EIFD Facilities”), and approved the establishment of the City of West Sacramento Enhanced Infrastructure Financing District No. 1 Public Finance Authority (the “EIFD PFA”).

Pursuant to Resolution 17-2 adopted by the EIFD PFA on June 28, 2017, the EIFD PFA 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.

Pursuant to Resolution 24-4 adopted by the EIFD PFA on August 21, 2024, the EIFD PFA authorized the issuance and sale of bonds by the EIFD at the direction of the EIFD PFA, in one or more series, in an aggregate principal amount not to exceed $686,180,000.

Pursuant to Resolution 24-4, the EIFD PFA also authorized the filing of a judicial validation action with respect to the EIFD 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 facilitate the sale of the EIFD Bonds, this Authority desires to execute a Bond Purchase Agreement by and between this Authority, the EIFD, and the Underwriters (as such term is defined below).

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. 805 Consideration of Authority Resolution 25-46 Approving the Bond Purchase Agreement related to the Sale of EIFD Bonds May 21, 2025

Today’s approval of the Bond Purchase Agreement for the EIFD Bonds is an important 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
Pursuant to the EIFD Law (Government Code section 53998.50), this Authority’s participation is needed in order for the EIFD to sell the bonds on a negotiated basis to the Underwriters.

The following documents are associated with the issuance of the EIFD Bonds and are part of this agenda item:
 Bond Purchase Agreement: (the “Bond Purchase Agreement”) between the EIFD, 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 EIFD 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.

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
The costs of issuing the EIFD Bonds will be paid from bond proceeds. The City has funded the cost of the validation process and will be seeking reimbursement of this cost from bond proceeds.

ATTACHMENT

1. Resolution 25-46
a. Bond Purchase Agreement
806
ATTACHMENT 1
4900-7435-6505 1

WEST SACRAMENTO FINANCING AUTHORITY
RESOLUTION 25-46

RESOLUTION APPROVING THE FORM OF AND AUTHORIZING EXECUTION

AND DELIVERY OF THE BOND PURCHASE AGREEMENT RELATED TO

THE CITY OF WEST SACRAMENTO ENHANCED INFRASTRUCTURE
FINANCING DISTRICT NO. 1 TAX INCREMENT BONDS; APPROVING

OTHER ACTIONS RELATED TO THE BONDS
WHEREAS, the West Sacramento Financing Authority (the “Authority”) is a joint exercise of powers agency duly organized and operating pursuant to Chapter 5 of Division 7 of Title 1 of the California Government Code (the “Act”) and a joint exercise of powers agreement between the City of West Sacramento (the “City”) and the Redevelopment Agency of the City of West Sacramento dated August 1, 1991, as amended by a First Supplement to Joint Exercise of Powers Agreement, dated December 16, 1992, and further amended by a Second Supplement to Joint Exercise of Powers Agreement, dated June 5, 1996 between the City of West Sacramento and the Redevelopment Agency of the City of West Sacramento (as amended, the “Joint Powers Agreement”); and
WHEREAS, the City of West Sacramento Enhanced Infrastructure Financing District No. 1 (“EIFD”) has been established under 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”); and WHEREAS, the EIFD wishes to issue a series of bonds (the “Bonds”) under the EIFD Law to provide financing for the purposes authorized by the infrastructure financing plan for the EIFD pursuant to the EIFD Law; and
WHEREAS, the EIFD has requested that the Authority enter into a bond purchase agreement (the “Bond Purchase Agreement”) with the EIFD and Piper Sandler & Co., on behalf of itself and on behalf of Hilltop Securities, Inc. (collectively, the “Underwriters”), pursuant to which the Authority will purchase the Bonds from the EIFD and sell them to the Underwriters; and WHEREAS, the Bond Purchase Agreement has been prepared and made available to the Board of Directors of the Authority (the “Board”), and such document is now in substantially final form; and
WHEREAS, the Authority desires to execute the Bond Purchase Agreement and to purchase and sell the Bonds as provided therein; and
NOW, THEREFORE, BE IT RESOLVED, by the Board of Directors of the West Sacramento Financing Authority, as follows:

Section 1. Recitals. The foregoing recitals are true and correct and the Board so finds and determines.

Section 2. Authorization of Officers to Execute and Deliver Documents. The Board hereby authorizes and directs the Chairman, the Executive Director, the Secretary, the Treasurer, and the Controller, and such other officers of the Authority as have been designated by the Board (the “Designated Officers”), for and in the name of the Authority, to approve, execute, and deliver the Bond Purchase Agreement in substantially the form presented to the Board at this 807
ATTACHMENT 1
4900-7435-6505 2
meeting, which document is hereby approved, with such changes, insertions, revisions, corrections, or amendments as shall be approved by the officer or officers executing the document for the Authority. The execution of the foregoing documents by a Designated Officer or Officers shall constitute conclusive evidence of such officer’s or officers’ and the Board’s approval of any such changes, insertions, revisions, corrections, or amendments to the form of Bond Purchase Agreement presented to the Board at this meeting.

Section 3. General Authorization. The Board hereby authorizes and directs the Designated Officers and other officers and agents of the Authority, and each of them individually, for and in the name of and on behalf of the Authority, 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 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 4. Effective Date. This resolution shall take effect immediately upon its passage.

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

AYES:

NOES:

ABSENT:

Secretary of the Authority
808

EXHIBIT A
4878-2130-5591
$[PRINCIPAL AMOUNT]

CITY OF WEST SACRAMENTO
ENHANCED INFRASTRUCTURE FINANCING DISTRICT NO. 1
TAX INCREMENT BONDS, SERIES 2025

BOND PURCHASE AGREEMENT
[SALE DATE], 2025
City of West Sacramento
Enhanced Infrastructure Financing District No.1
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 Enhanced Infrastructure Financing District No. 1 (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 809

EXHIBIT A
4878-2130-5591 2 Bond Purchase Agreement
Underwriters, all (but not less than all) of the $[PRINCIPAL AMOUNT] aggregate principal amount of the City of West Sacramento Enhanced Infrastructure Financing District No. 1 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 Underwriters’ 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 53398.50) of the Government Code of the State of California, as amended (the “EIFD Law”), Resolution No. 24-4, adopted by the City of West Sacramento Enhanced Infrastructure Financing District No. 1 Public Financing Authority (the “Public Financing Authority” or “PFA”), as the legislative body of the District on August 21, 2024, and Resolution No. ____, adopted by the Public Financing Authority 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 810

EXHIBIT A
4878-2130-5591 3 Bond Purchase Agreement
Agreement. The Bonds shall be payable and subject to redemption as provided in the Fiscal 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 811

EXHIBIT A
4878-2130-5591 4 Bond Purchase Agreement
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:
(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 812

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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 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% 813

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common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (ii) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other), and (iv) “sale date” means the date of execution of this Purchase Agreement by all parties.

Section 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 enhanced 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 EIFD 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 EIFD 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 District, the PFA, 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-1 (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; 814

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(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 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 PFA, 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 captions “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 815

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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 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;
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(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 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 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, 817

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authorizing and approving the execution and delivery of, and the performance by the Authority 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 819

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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) any rating of the Bonds shall have been downgraded or withdrawn by a national rating service, which, in the opinion of the Underwriter, materially adversely affects the market price of the Bonds; or
(x) 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 820

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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 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 of 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 certificates of the Secretary to the District, dated as of the Closing Date, to the effect that such resolutions and ordinances are true, correct and complete copies of the Resolutions and Ordinances duly adopted by the District;
(ii) resolutions and ordinances adopted by the City Council as part of the EIFD formation process (“City EIFD Resolutions and Ordinances”) listed in Exhibit C-2, together with certificate of the City Clerk dated as of the Closing Date, to the effect that such resolutions and ordinances are true, correct and complete copies of the City EIFD Resolutions and Ordinances;
(iii) the District Documents duly executed and delivered by the parties thereto; (iv) the Preliminary Official Statement, and the Official Statement duly executed by the District;
(v) 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;
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(vi) 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 (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;
(vii) 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 Public Financing Authority, 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 822

EXHIBIT A
4878-2130-5591 15 Bond Purchase Agreement
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 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; (viii) 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; (ix) 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 823

EXHIBIT A
4878-2130-5591 16 Bond Purchase Agreement
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 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;
(x) 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; (xi) 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 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);
824

EXHIBIT A
4878-2130-5591 17 Bond Purchase Agreement
(xii) 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 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; (xiii) a certificate dated the Closing Date, signed by a duly authorized official 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;
(xiv) 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;
(xv) 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;
(xvi) 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 825

EXHIBIT A
4878-2130-5591 18 Bond Purchase Agreement
Fiscal Agent, enforceable against the Fiscal Agent, in accordance with its terms, and the Bonds have been authenticated in accordance with the EIFD 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 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;
(xvii) 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 ENHANCED INFRASTRUCTURE FINANCING DISTRICT NO 1” 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;
(xviii) 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 Underwriter’s 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;
826

EXHIBIT A
4878-2130-5591 19 Bond Purchase Agreement
(xix) 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; (xx) the Blanket Letter of Representations of the District to DTC, relating to the book-entry only system for the Bonds;
(xxi) 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).
(xxii) 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 827

EXHIBIT A
4878-2130-5591 20 Bond Purchase Agreement
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 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 828

EXHIBIT A
4878-2130-5591 21 Bond Purchase Agreement
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 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] 829
4878-2130-5591 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

ENHANCED INFRASTRUCTURE
FINANCING DISTRICT NO. 1
By:
[Executive Director]

WEST SACRAMENTO FINANCING AUTHORITY
By:
[Executive Director]
830

EXHIBIT A
4878-2130-5591 A-1 Bond Purchase Agreement

EXHIBIT A
$[PRINCIPAL AMOUNT]

CITY OF WEST SACRAMENTO
ENHANCED INFRASTRUCTURE FINANCING DISTRICT NO. 1
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
831

EXHIBIT A
4878-2130-5591 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
832

EXHIBIT A
4878-2130-5591 B-1 Bond Purchase Agreement

EXHIBIT B

FORM OF ISSUE PRICE CERTIFICATE
$[PRINCIPAL AMOUNT]

CITY OF WEST SACRAMENTO
ENHANCED INFRASTRUCTURE FINANCING DISTRICT NO. 1
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 Enhanced Infrastructure Financing District No. 1 (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 833

EXHIBIT A
4878-2130-5591 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:
834

EXHIBIT A
4878-2130-5591 B-3 Bond Purchase Agreement

SCHEDULE A

SALE PRICES OF THE GENERAL RULE MATURITIES
(Attached)
835

EXHIBIT A
4878-2130-5591 C-1 Bond Purchase Agreement

EXHIBIT C
Exhibit C-1

EIFD RESOLUTIONS AND ORDINANCES

1. Resolution 17-2 adopted by the Public Financing Authority on June 28, 2017, approving the Infrastructure Financing Plan and establishing the EIFD

2. Ordinance 17-1 adopted by the Public Financing Authority on June 28, 2017, approving the Infrastructure Financing Plan and creating EIFD No. 1

3. Resolution 24-1 adopted by the Public Financing Authority on August 21, 2024 approving annual review of Infrastructure Financing Plan and adoption of Annual Report

4. Resolution 24-4 adopted by the Public Financing Authority on August 21, 2024, authorizing the issuance of EIFD Bonds,

5. Resolution 25-____ adopted by the Public Financing Authority on March ___, 2025, authorizing issuance of Series 2025 EIFD Bonds
836

EXHIBIT A
4878-2130-5591 C-2 Bond Purchase Agreement
Exhibit C-2

CITY EIFD RESOLUTIONS
Resolution 16-58 adopted by the City Council on November 16, 2016 (the “Resolution of Intention”), approving the initiation of proceedings to establish the City of West Sacramento Enhanced Infrastructure Financing District No. 1 Resolution 17-17 adopted by the City Council on June 14, 2017, approving the Infrastructure Financing Plan
Resolution 24-85 adopted by the City Council on August 21, 2024, approving the EIFD Debt Management Policy and Budget Policy and authorizing a validation action Resolution 25-___ adopted by the City Council on March ____, 2025 approving the Irrevocable Pledge.
837

WEST SACRAMENTO FINANCING AUTHORITY AGENDA REPORT
MEETING DATE: May 21, 2025 ITEM # 19
SUBJECT:

CONSIDERATION OF WEST SACRAMENTO FINANCING AUTHORITY RESOLUTION

APPROVING THE FORM OF AND AUTHORIZING EXECUTION AND DELIVERY OF THE

BOND PURCHASE AGREEMENT RELATED TO THE CITY OF WEST SACRAMENTO INFRASTRUCTURE FINANCING DISTRICT NO. 1 (BRIDGE DISTRICT AREA) TAX INCREMENT BONDS; APPROVING OTHER ACTIONS RELATED TO THE BONDS 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 execution and delivery of the Bond Purchase Agreement related to the issuance of not to exceed $6,500,000 of bonds (the “IFD Bonds”) issued by the City of West Sacramento Infrastructure Financing District No. 1 (Bridge District Area) (the “IFD”) and authorizing officers to execute and deliver the Bond Purchase Agreement and to purchase and sell the IFD Bonds as provided herein.

RECOMMENDED ACTION
Staff respectfully recommends that the West Sacramento Financing Authority adopt Resolution 25-47 (Attachment 1) which authorizes the following actions:

1. Authorize the execution and delivery of the Bond Purchase Agreement (Exhibit A), in substantially the form presented at this meeting related to the sale of City of West Sacramento Infrastructure District No. 1 bonds in an amount not to exceed $6,500,000; and

2. Authorize the appropriate officers of the Authority 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 Bonds and otherwise to carry out, give effect to, and comply with the terms and intent of this 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 facilitate the sale of the IFD Bonds, this Authority desires to execute a Bond Purchase Agreement by and between this Authority, the IFD, and the Underwriters (as such term is defined below).

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. 838
Consideration of Resolution 25-47 Authorizing Bond Purchase Agreement for Issuance and Sale of IFD Bonds May 21, 2025

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

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
Pursuant to the IFD Law (Government Code section 53395 et. seq.), this Authority’s participation is needed in order for the IFD to sell the bonds on a negotiated basis to the Underwriters.

The following document is associated with the issuance of the IFD Bonds as part of the attached agenda item:
 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 IFD Bonds will be sold to the Authority and then sold by the Authority to the Underwriters in a manner consistent with California Government Code, Section 6589.

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.

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
The costs of issuing the IFD Bonds will be paid from bond proceeds. The City has funded the cost of the validation process and will be seeking reimbursement of this cost from bond proceeds.

ATTACHMENTS

1. Resolution 25-47
a. Bond Purchase Agreement
839
ATTACHMENT 1
4933-0888-3993 1

WEST SACRAMENTO FINANCING AUTHORITY
RESOLUTION 25-47

RESOLUTION APPROVING THE FORM OF AND AUTHORIZING EXECUTION

AND DELIVERY OF THE BOND PURCHASE AGREEMENT RELATED TO

THE CITY OF WEST SACRAMENTO INFRASTRUCTURE FINANCING
DISTRICT NO. 1 (BRIDGE DISTRICT AREA) TAX INCREMENT BONDS;

APPROVING OTHER ACTIONS RELATED TO THE BONDS
WHEREAS, the West Sacramento Financing Authority (the “Authority”) is a joint exercise of powers agency duly organized and operating pursuant to Chapter 5 of Division 7 of Title 1 of the California Government Code (the “Act”) and a joint exercise of powers agreement between the City of West Sacramento (the “City”) and the Redevelopment Agency of the City of West Sacramento dated August 1, 1991, as amended by a First Supplement to Joint Exercise of Powers Agreement, dated December 16, 1992, and further amended by a Second Supplement to Joint Exercise of Powers Agreement, dated June 5, 1996 between the City of West Sacramento and the Redevelopment Agency of the City of West Sacramento (as amended, the “Joint Powers Agreement”); and
WHEREAS, the City has established the City of West Sacramento Infrastructure Financing District No. 1 (Bridge District Area) (the “IFD”) under Chapter 2.99 of Part 1 of Division 2 of Title 5 of the California Government Code (commencing with section 53395) (the “IFD Law”); and
WHEREAS, the IFD wishes to issue a series of bonds (the “Bonds”) under the IFD Law to provide financing for the purposes authorized in the Infrastructure Financing Plan for the IFD pursuant to the IFD Law; and
WHEREAS, the IFD has requested that the Authority enter into a bond purchase agreement (the “Bond Purchase Agreement”) with the IFD and Piper Sandler & Co., on behalf of itself and on behalf of Hilltop Securities, Inc. (collectively, the “Underwriters”), pursuant to which the Authority will purchase the Bonds from the IFD and sell them to the Underwriters; and WHEREAS, the Bond Purchase Agreement has been prepared and made available to the Board of Directors of the Authority (the “Board”), and such document is now in substantially final form; and
WHEREAS, the Authority desires to execute the Bond Purchase Agreement and to purchase and sell the Bonds as provided therein; and
NOW, THEREFORE, BE IT RESOLVED, by the Board of Directors of the West Sacramento Financing Authority, as follows:

Section 1. Recitals. The foregoing recitals are true and correct and the Board so finds and determines.

Section 2. Authorization of Officers to Execute and Deliver Documents. The Board hereby authorizes and directs the Chairman, the Executive Director, the Secretary, the Treasurer, and the Controller, and such other officers of the Authority as have been designated by the Board (the “Designated Officers”), for and in the name of the Authority, to approve, execute, 840
ATTACHMENT 1
4933-0888-3993 2
and deliver the Bond Purchase Agreement in substantially the form presented to the Board at this meeting, which document is hereby approved, with such changes, insertions, revisions, corrections, or amendments as shall be approved by the officer or officers executing the document for the Authority. The execution of the foregoing documents by a Designated Officer or Officers shall constitute conclusive evidence of such officer’s or officers’ and the Board’s approval of any such changes, insertions, revisions, corrections, or amendments to the form of Bond Purchase Agreement presented to the Board at this meeting.

Section 3. General Authorization. The Board hereby authorizes and directs the Designated Officers and other officers and agents of the Authority, and each of them individually, for and in the name of and on behalf of the Authority, 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 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 4. Effective Date. This resolution shall take effect immediately upon its passage.

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

AYES:

NOES:

ABSENT:

Secretary of the Authority
841

EXHIBIT A
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 842

EXHIBIT A
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 843

EXHIBIT A
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:
844

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4922-9944-3225 4 Bond Purchase Agreement
(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 845

EXHIBIT A
4922-9944-3225 5 Bond Purchase Agreement
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 846

EXHIBIT A
4922-9944-3225 6 Bond Purchase Agreement
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 847

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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 848

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4922-9944-3225 8 Bond Purchase Agreement
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 849

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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 850

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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.
851

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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 852

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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 853

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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 854

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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 855

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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 856

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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 857

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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 858

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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;
859

EXHIBIT A
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(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 860

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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 861

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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] 862
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]
863

EXHIBIT A
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
864

EXHIBIT A
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
865

EXHIBIT A
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 866

EXHIBIT A
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:
867

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

SCHEDULE A

SALE PRICES OF THE GENERAL RULE MATURITIES
(Attached)
868

EXHIBIT A
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.
869

ATTACHMENT ONLY

THERE WILL BE NO STAFF REPORT

FOR THIS ITEM
ITEM # 21(E)(i)
870
1 From: Guerrero, Martha <[email protected]> Date: Thursday, May 8, 2025 at 1:13 PM
To: Laurel, Aaron <[email protected]>
Cc: Hosley, Paul <[email protected]>, Drozd, Doug <[email protected]>, Cusmir, Jennifer <[email protected]>, Strange, Robert <[email protected]>, Binns, Steve <[email protected]>, [email protected] <[email protected]> Subject: Council Proclamation Request for June 6 is National Gun Violence Awareness Day Hello Aaron,
I respectfully request that we recognize June 6th as National Gun Violence Awareness Day through a city proclamation at our upcoming June 4th Council meeting. West Sacramento is home to the Yolo County chapter of Moms Demand Action, a dedicated group actively working to advance peace and prevent gun violence across our region.

Recent tragic incidents involving gun violence in our city’s parks and neighborhoods, particularly those affecting our youth, underscore the urgent need to elevate community awareness and reinforce our commitment to reducing gun violence.

As member of Mayors against Illegal Guns, below their sample resolution we can work on to draft our city's proclamation.

I urge my colleagues to join me in supporting this proclamation as a reflection of our shared responsibility to promote safety and well-being for all residents.

Thank you,
Martha
JUNE 6 IS NATIONAL GUN VIOLENCE AWARENESS DAY
Every year, the gun violence prevention movement comes together on the first Friday in June to mark National Gun Violence Awareness Day by wearing the color orange. This year on June 6, we will Wear Orange again to honor the 125 people shot and killed every day in the United States, as well as the many more who are wounded.

Why orange? It was the color that Hadiya Pendleton’s friends wore in her honor when she was shot and killed in Chicago at the age of 15 — just one week after performing at President Obama’s 2nd inaugural parade in 2013. They chose the color orange because it’s the color that hunters wear in the woods to protect themselves and others. It’s a color that demands change to end gun violence.

Ways to participate:
871
2  Issue a proclamation declaring June 6, 2025 Gun Violence Awareness Day in your municipality using this sample proclamation language.

Martha Guerrero
MAYOR
City of West Sacramento
1110 West Capitol Avenue
West Sacramento, CA 95691
Telephone: 916-233-7395
872

ATTACHMENT ONLY

THERE WILL BE NO STAFF REPORT

FOR THIS ITEM
ITEM # 21(E)(ii)
873
2 From: Jessica Hubbard <[email protected]>
Sent: Friday, May 9, 2025 3:41 PM
To: Laurel, Aaron <[email protected]>; Early, Dawnte <[email protected]> Cc: Carolina Valverde <[email protected]>
Subject: Re: State of the Yolo Nonprofit Sector Presentation CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe.

Hi! I hope you're both doing well. Just wanted to follow up on this - I'd love to put something on the calendar for sometime in the next few months.

Thank you!
Jessica
On Thu, May 1, 2025 at 8:00 AM Jessica Hubbard <[email protected]> wrote:

Good morning! Happy Big Day of Giving. Thanks so much for having us at the city council meeting last night.

As I mentioned last night, Yolo Community Foundation recently released our 2025 State of the Sector Report and we would love the opportunity to present the findings to the West Sacramento City Council.

We recognize that the City Council agenda is busy and appreciate any opportunity to present and discuss the findings in the coming months. Do you have any openings for the 15 minute presentation in the coming months?
Thank you again for all of your support of YCF and the local nonprofit sector. We appreciate your partnership and all you do!
Thank you,
Jessica
--
Jessica Hubbard
Executive Director
Yolo Community Foundation
874