Folsom City Council
October 24, 2023

10/24/2023 Item No.10.
or alleged omission, negligence, or failure to act by the District or the City with respect to the performance of its obligations hereunder subject the District or the City to any liability therefor, whether monetary or otherwise (except only as to pay any amounts available and payable hereunder from Available CFD 23 Proceeds). Further, nothing in this Agreement shall be construed as affecting the Developer's or the City's duty to perform their respective obligations under any other agreements between the parties hereto, or the City's enforcement of applicable laws, orilinances, rules, policies and regulations pertaining to public improvement standards and/or specifications, as well as land use and subdivision requirements related to the Project, all of which are and shall remain independent of the Developer's and the City's rights and obligations under this Agreement.

ARTICLE II

DESIGN, CONSTRUCTION AND ACQUISITION OF ACQUISITION IMPROVEMENTS Section 2.01. Lettine and Administerine Desisn Contracts. The Developer has awarded and administered, or will award and administer, or through the City has advanced funds for the engineering design contracts for the Acquisition Improvements to be acquired from Developer.

All eligible ""p"nditu..s
of the Developer for design engineering and related costs in connection with 1119 Acquisition Improvements (whether as an advance to the City or directly to the design consultant) incurred prior to the Effective Date, as identified on $[i[!!! attached hereto, shall be reimbursed at the time of the first Bond sale, and, thereafter, all additional, eligible design engineering and related costs shall be reimbursed at the time of acquisition of the Acquisition Imlrovements. The Developer shall be entitled to reimbursement for any design costs of the Acquisition Improvements only out of the Acquisition Price as provided in Section 2'03 and shail not be entitled to any payment for design costs independent of the acquisition of Acquisition Improvements.

Section 2.02.

Developer agrees to comply with City requirements with respect to contracting for the construction of the Acquisition Improvements. The Developer agrees that all the contracts shall call for compliance with all provisions of the prevailing wage law for "public works" as required by the Labor Code of the State of California and shall require all work to be performed by licensed general contractors. The Developer's indemnification obligation set forth in Section

3.01 of this Agreement shall also apply to any alleged failure to comply with the requirements of this Section, and/or applicable State laws
applicable to public works.
regarding public contracting and prevailing wage laws
(a) Plans and Specifications. The Developer represents and covenants that it has obtained or will obtain approval of the plans and specifications for the Acquisition Improvements from all appropriate departments of the City and from any other public entity or p.rbli" utility from which such approval must be obtained, prior to construction. The Developer^fr.th"r covenants that the Acquisition Improvements will be constructed in full compliance with such approved plans and specifications and any change orders thereto, as approved in the same rnuttn"i, and the adopted City Standard Construction Specifications and Improvement Standards.

The Developer shali submit copies of all plans and specifications to the Director or his/her designee.
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10/24/2023 Item No.10.
(b) CEQA. The Developer covenants that it has complied or will comply with the California Environmental Quality Act in conjunction with the construction of the Acquisition Improvements and their conveyance pursuant to the terms set forth herein. (c) Inspection. The Developer covenants that the City, and other public entities or public utilities to whom any of the Acquisition Improvements will be conveyed, will be permitted to inspect the Acquisition Improvements using the same standards which would be applied to a public works project.
(d) Insurance. With respect to the construction of the Acquisition Improvements, the Developer shall furnish to City a certificate or certificates of insurance, with un lnsurun"e carrier acceptable to City and in a form satisfactory to the City Attorney, evidencing insurance coverage consistent with Ubi[!!!, attached hereto' (e) Performance and Payment Bonds. Except as otherwise provided herein, the Developer covenants to comply with all applicable performance, labor and materials and completion bond requirements of the City with respect to the construction of the Acquisition Impiovements. To the extent bonds are required, Developer further covenants and agrees to execute and deliver or otherwise cause to be provided to City, prior to construction and in forms acceptable to the City Attorney, a faithful Performance Bond in the amount of 100% of the estimated cost of the Acquisition Improvements and a Labor and Materials Bond in the amount of 100% of the estimated cost of the Acquisition Improvements, from a bonding company with an A.M. Best rating of at least 'oA-" or its equivalent. Such bonds shall only be released upon fulI completion of the Acquisition Improvements, the City's written acceptance of the Acquisition Improvements, and payment of all persons furnishing labor and materials.

Section 2.03. Sale of Acquisition Improvements. The Developer agrees to sell to the City each of the Acquisition Improvements to be constructed by Developer (including any rights- of-way or other easements necessary for the Acquisition Improvements, to the extent not already owned by the City), when each of the Acquisition Improvements is completed to the satisfaction of the City and accepted by the City Engineer in writing for an amount not to exceed the lesser of (i) the Available CFD 23 Proceeds and (ii) the Actual Cost of the Acquisition Improvement(s), increased from and after the completion of the Acquisition Improvements until paid in full based on the annual increase, if any, in the CCI from such completion to date of payment (the "Acquisition Price"). Notwithstanding any provision to the contrary, the Developer understands that the Available CFD 23 Proceeds for the acquisition of the Acquisition Improvements may not be sufficient to reimburse the Developer for all of the costs and expenses constructing the Acquisition Improvements, or otherwise finance said improvements. Accordingly, Developer acknowledges and agrees that any shortfall in the amount of Available CFD 23 Proceeds for the construction and completion of the Acquisition Improvements is the Developer's sole responsibility, and that the Acquisition Price to be paid pursuant to this Agreement will be paid solity from the Available CFD 23 Proceeds, or from any proceeds that may become available for such payment through the SPIF Program for an Acquisition Improvement included in the SPIF Program.

Exhibit A, attached hereto and incorporated herein, contains a list of the Acquisition Improvements. Portions of the Acquisition Improvements eligible for Installment Payments pribr to completion of the entire Acquisition Improvements are described as eligible, discrete and 7

10/24/2023 Item No.10.
usable portions in s!lp!1.! (each, an "Eligible Portion"). At the time of completion of each Acquisition Improvement, or Eligible Portion thereof, the Developer shall deliver to the City Engineer a written request for acquisition, accompanied by an Actual Cost Certificate, and by exeiuted Title Documents for the transfer of the Acquisition Improvement where necessary. In the event that the City Engineer finds that the supporting paperwork submitted by the Developer fails to demonstrate the required relationship between the subject Actual Cost and eligible work, the City Engineer shall advise the Developer that the determination of the Actual Cost (or the ineligible portion thereof) has been disallowed and shall request further documentation from the Oeveloper. If the further documentation is still not adequate, the City Engineer may update the Actual Cost Certificate to revise or delete any disallowed items and the determination shall be subject to appeal to the Director, whose determination shall be final.

Certain soft costs for the Acquisition Improvements, such as civil engineering, may have been incurred pursuant to single contracts that include work relating also to the private portions of the Project or to multiple Acquisition Improvements. In those instances, the total costs under such contracts will be allocated to each Acquisition Improvement as approved by the City Engineer. Where a specific contract has been awarded for design or engineering work relating solely to an Acquisition Improvement, one hundred percent (100%) of the costs under the contiact will be allocated to that Acquisition Improvement. Soft costs will be allocated to each Acquisition Improvement as approved by the City Engineer. The costs of environmental mitigation required to mitigate the impacts of the public and private portions of the Project will be allocated to each Acquisition Improvement as approved by the City Engineer. Pursuant to Section 2.01, all eligible expenditures of soft costs in connection with the Acquisition Improvements (whether as an advance to the City or directly to the design consultant) incured pribr to the Effective Date, as identified in Exhibit B attached hereto, shall be reimbursed at the iime of first Bond sale, and, thereafter, all additional, eligible soft costs shall be reimbursed at the time of acquisition of the Acquisition Improvements.

Section 2.04 Conditions to Pavment of sition Price. Payment to the Developer or its designee of the Acquisition Price for each Acquisition Improvement shall in "u".y .ir" be conditioned first upon the determination of the City Engineer that the Acquisition Impiovement satisfies all City construction standards and specifications, rules, policies, regulations and ordinances and shall be further conditioned upon satisfaction of the following additional conditions precedent:
(a) Lien Releases. The Developer shall have provided the City with lien releases or other similar documentation satisfactory to the City Engineer as evidence that none of the property (including any rights-of-way or other easements necessary for the operation and maintenance of the Acquisition Improvement, to the extent not already owned by the City) comprising the Acquisition Improvement, and the property which is subject to the special taxes of the Community Facilities District, is subject to any prospective mechanics lien claim respecting the Acquisition Improvements.
(b) Payment of Taxes. The Developer shall be current in the payment of all due and payable general property taxes, and all special taxes of the Community Facilities District, on property owned by the Developer or under option to the Developer within the Community Facilities District.
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(c) Certification No Loan Default. The Developer shall certifu that it is not in default with respect to any loan secured by any interest in the Project. (d) Title Documents. The Developer shall have provided the City with Title Documents needed to provide the City with Acceptable Title to the site, right-of-way, or easernent upon whicn tfre subject Acquisition Improvements are situated. All such Title Documents ittutt b. in a form acceptable to the City Attorney and shall convey Acceptable Title' The Developer shall provide a policy of titte insurance as of the date of transfer in a form acceptable to the City Attorney insuring the City as to the interests acquired in connection with the acquisition of any interest for which such a policy of title insurance is not required by another agreement between the City and the Developer. Each title insurance policy required hereunder shall be in the amount
"qrul
to the Acquisition Price. The amount paid to the Developer or its designee upon satisfaction of the foregoing conditions precedent shall be the Acquisition Price less all Installment Payments paid previously with respect to the Acquisition Improvement. (e) Retention for Punch List Work. In the case of a completed Acquisition Improvement zuitable for public use, but for which certain punch list work remains to be completed prior to formal acceptance by the City, the City shall retain from the payment of any acquisition Price for such Acquisition Improvement the amount of one hundred and fifty percent (150%) of the value of pun.h list work not completed. Upon payment and acceptance of the Acquisition Price, less the retention for any punch list work, for each completed Acquisition Improvement or portion thereof, Developer shall have no further claim for payment from the City with ."rp""f to the retentions until completion of the punch list work. The City shall hold the retention amount on all Acquisition Improvements acquired until the punch list work is completed and accepted by the City. Provided, however, in any event, the City will not pay for the acquisition of any completed Acquisition Agreement or portion thereof unless and until the street, drainage or other utility rights of way where they are located have been irrevocably offered to the City for dedication and the remaining conditions precedent to payment under this Section 2.04 are satisfied.
(0 Warrantv Bond. The Developer shall provide to City a warranty bond equal to t0% ofthe Actual Cost of the Acquisition Improvement. Commencement of the one- y.u. *ur.unty period shall start at the time of City's formal acceptance of the Acquisition Improvements in writing.

Section 2.05. Payment for Elisible Portions. The Developer may submit an Actual Cost Certificate to the City Engineer with respect to any Eligible Portion. Payment to the Developer or its designee from the Acquisition and Construction Fund and/or SPIF Set-Aside Fund of an Installmeni payment with respect to such Eligible Portion shall in every case be conditioned first upon the determination of the City Engineer, that the Eligible Portion has been completed in accordance with all applicable plans and City construction standards and specifications, rules, policies, regulations and ordinances and is otherwise complete and, where appropriate, is ready ^for
acceptance by the City, and shall be further conditioned upon satisfaction of the following additional conditions precedent:
(a) The Developer shall have provided the City with lien releases or other similar documentation satisfactory to the Cify Engineer as evidence that the property (including any rights-o f-way or other easements necessary for the operation and maintenance of the Eligible 9

10/24/2023 Item No.10.

Portion, to the extent not already owned by the City) comprising the Eligible Portion is not subject to any prospective mechanics lien claim respecting the Eligible Portion. (b) The Developer shall be current in the payment of all due and payable general property taxes, and all special taxes of the Community Facilities District, on property owned Uy itt" Developer or under option to the Developer within the Community Facilities District.
(c) The Developer shall have provided the City with Title Documents needed to provide the City with Acceptable Title to the site, right-of-way, or easement upon which the subject Eligible Portion is situated. All such Title Documents shall be in a form acceptable to the City Attorney and shall be sufficient, upon completion of the Acquisition Improvements of which the Etigible Portion is a part, to convey Acceptable Title to the Eligible Portion. The Developer shall provide a policy of title insurance as of the date of transfer in a form acceptable to the City Attorney insuring the City as to the interests acquired in connection with the acquisition of any interest for which such a policy of title insurance is not required by another agreement between the City and the Developer. Each title insurance policy required hereunder shall be in the amount equal to the Installment Payment for the Eligible Portion. (d) Payment and performance bonds, from a bonding company with an A.M.

Best rating of at least "A-" or its equivalent, applying to plans, standards and specifications for the Acquisition Improvements approved by the City Engineer, shall be in place to secure completion of the Acquisition Improvements of which the Eligible Portion is a part. As an alternative thereto, Developer may ask the City to retain and reserve the amount of funds in the Acquisition and Construction Fund equal to the estimated cost to complete such Acquisition Improvements in the manner described in Section 2.02(e) above. (e) The amount paid to the Developer or its designee upon satisfaction of the foregoing conditions precedent shall be the "Installment Payment" with respect to the Eligible Portion.

Section 2.06. Disbursement Request Form. Upon a determination by the City Engineer to pay the Acquisition Price of an Acquisition Improvement pursuant to Section 2.04 or to pay an Installment Payment for an Eligible Portion thereof pursuant to Section 2.05, the City Engineer shall cause a Disbursement Request Form substantially in the form attached hereto as l1@9 to be submitted to the CFD Administrator for payment from the Acquisition and Construction Fund, up to the Acquisition Price or Installment Payment amount, and the CFD Administrator shall authorize such payment directly to the Developer or its designee of the authorized amount.

In the event that the Actual Cost of the Acquisition Improvements or the Installment Payment for an Eligible Portion is in excess of the amounts then available in the Acquisition and Construction Fund, subject to any retention of funds as security for the work pursuant to Section

2.02(e) and/or for punch list work pursuant to Section 2.04(e), the CFD Administrator and/or the City shall withdraw all funds then available in the Acquisition and Construction Fund and shall transfer those amounts to the Developer or its designee. The unpaid portion of the Actual Cost, as adjusted by the CCI, shall be paid from funds that may subsequently be deposited in and/or become available for payment from the Acquisition and Construction Fund. Developer understands that the Available CFD 23 Proceeds for the acquisition of the Acquisition 10

10/24/2023 Item No.10.

Improvements may not be sufficient to reimburse the Developer for all of the costs and expenses constructing the Acquisition Improvements, or otherwise finance said improvements.

Accordingly, Developer acknowledges and agrees that any shortfall in the Available CFD 23 Proceeds toward the construction and completion of the Acquisition Improvements is the Developer's sole responsibility, and that the Acquisition Price will be paid solely from the Available CFD 23 Proceeds, or from any proceeds that may become available for such payment through the SPIF Program for an Acquisition Improvement included in the SPIF Program.

Section 2.07. INTENTIONALLY DELETED
Section 2.08. Limitation on Obligations. Notwithstanding any provision to the contrary, in no event shall the District, the Authority or the City be required to pay the Developer or its designee more than the amounts held in the Acquisition and Construction Fund for the Acquisition Improvements under this Agreement.

Section 2.09. Warranties: Maintenance. Developer wanants the Acquisition Improvements as to materials and workmanship and should any failure due to faulty design or maierials of the Acquisition Improvements or any parts thereof occur within a period of one (1) year after formal acieptance of the completed Acquisition Improvements by the City in writing, beveloper shall promptly cause the needed repairs to be made at its sole cost and expense, withouf any expense or cost to City and without further reimbursement from the City. Developer shall provide to City, at the time of submittal of each payment request, a wananty bond equal to 10% of the value of each Acquisition Improvement.

City is hereby authorized to make repairs if Developer fails to make, or undertake with due diligence, the aforesaid repairs within twenty (20) calendar days after it is given written notice oi such failure. In case of emergency where delay would cause serious hazatd to the public, the necessary repairs may be made by City without prior notice to Developer. In all cases bf f.ilur" of the Acquisition Improvements within the warranty period where the City has taken action in accordance with this paragraph, Developer shall reimburse City for any and all costs or expenses, direct and indirect, incurred by the City within thirty (30) calendar days of receiving invoice from the City. If the Developer fails to timely pay such reimbursement, the City may recover such costs or expenses from any and all Available CFD 23 Proceeds in the Acquisition and Construction Fund, in addition to any and all remedies at law or in equity' Any warranties, guarantees or other evidence of continuing obligations of third persons with respect to any Acquisition Improvement to be acquired by the City shall be delivered to the Directoi as part of the conveyance of the Acquisition Improvement. No later than the time for such conveyan"", the Developer shall veriff and confirm existence of a funding mechanism acceptable to City for the ongoing maintenance of the Acquisition Improvements in accordance with applicable City standards, policies and ordinances and for such periods as are required by applicable City standards, policies and ordinances.
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10/24/2023 Item No.10.

ARTICLE III

MISCELLANEOUS
Section 3.01. Indemnification and Hold Harmless. The Developer hereby assumes the defense of, and indemnifies and saves harmless the City, the Authority, the District, and their respective officers, directors, employees and agents (collectively, the "Indemnitees"), from and agiinst all actions, damages, claims, losses or expenses of every type and description including but not limited to personal injury, or bodily injury including death, as well as from claims for property damage which may arise from the operations of the Developer or its contractors, iubtontractors, agents, or employees, to which the Indemnitees may be subjected or put, by reason of, or resulting from or alleged to have resulted from the acts or omissions of the Developer or its contractors, subcontractors, agents or employees arising out of any contract for the design, engineering and construction of the Acquisition Improvements entered into by or for the Developer, or arising out of any alleged misstatements of fact or alleged omission of a material fact made by the Developer, its officers, directors, employees or agents to the District's underwriter, financial advisor, appraiser, district engineer or bond counsel or regarding the Developer, its proposed developments, its property ownership and its contractual arrangements contained in the official statement relating to the District financing (Developer hereby acknowledges that it has been furnished a copy of the official statement for the District and has not objected thereto). Nothing in this Section 3.01 shall limit in any manner the City's rights against any ofthe Developer's architects, engineers, contractors or other consultants. Except as r"t forttt in this Section 3.01, no provision of this Agreement shall in any way limit the extent of the responsibility of the Developer for payment of damages resulting from the operations of the Developer, its agents and employees. Nothing in this Section 3.01 shall be understood or construed to mean that the Developer agrees to indemni$ the Indemnitees for any wrongful acts, willful misconduct, active negligence or omissions to act of the Indemnitees. It is understood that the duty of Developer to indemniff and hold harmle$s includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of any insurance certificates or endorsements does not relieve Developer from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Developer acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. The foregoing indernnity obligation of the Developer shall survive the termination or expiration of this Agreement.

Section 3.02. Audit. The City shall have the right, during normal business hours and upon the giving of ten days' written notice to the Developer, to review all books and records of the Developer pertaining to costs and expenses incured by the Developer (for which the Developer seeks reimbursement pursuant to this Agreement) in constructing the Acquisition Improvements.

Section 3.03. Cooperation. The City and the Developer agree to cooperate with respect to the completion of the financing of the Acquisition Improvements by the District through the levy of the Special Taxes and issuance of Bonds. The City and the Developer agree to meet in good faith to resolve any differences on future matters which are not specifically covered by this Agreement.
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10/24/2023 Item No.10.

Section 3.04. General Standard of Reasonableness. Any provision of this Agreement which requires the consent, approval or acceptance of either party hereto or any of their respective employees, officers or agents shall be deemed to require that the consent, approval or acceptance not be unreasonably withheld or delayed, unless the provision expressly incorporates a different standard. The foregoing provision shall not apply to provisions in the Agreement which provide for decisions to be in the sole discretion of the party making the decision.

Section 3.05. Third Pa4v Beneficiaries. It is expressly agreed that there are no third party beneficiaries of this Agreement, including without limitation any owners of Bonds, any of the City's, District's or Developer's contractors for the Acquisition Improvements and any of the City's, District's or the Developer's agents and employees.

Section 3.06. Conflict with Other Asreements. Nothing contained herein shall be construed as releasing the Developer or the City from any condition of development or requirement imposed by any other agreement between the City and the Developer, and, in the event of a conflicting provision, the other agreement shall prevail unless the conflicting provision is specifically waived or modified in writing by the City and the Developer.

Section 3.07. Notices. All invoices for payment, reports, other communication and notices relating to this Agreement shall be mailed or e-mailed to:

Either party may change its address by giving notice in writing to the other party.

Section 3.08. Severabilit)r. If any part of this Agreement is held to be illegal or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be given effect to the fullest extent reasonably possible.

Section 3.09. Governins Law. This Agreement and any dispute arising hereunder shall be governed by and interpreted in accordance with the laws of the State of California. Any action brought relating to this Agreement shall be held exclusively in a state court in the County of Sacramento.

If to the Citv
Chief Financial Officer
City of Folsom
50 Natoma Street
Folsom, CA 95630
E-mail : [email protected]
With a copy to:

City Attorney
City of Folsom
50 Natoma Street
Folsom, CA 95630
E-mail : swans@fo lsom. aaJl!
If to the Developer:

Arcadian Improvement Company, LLC
4370 Town Center Blvd., Suite 100
El Dorado Hills, CA 95762
Attention: William B. Bunce
E-mail: [email protected]
With a copy to:

Hefner Law
2150 River Plaza Drive, Ste. 450
Sacramento, CA 95833
Attention: Chad E. Roberts
E-mail : [email protected]
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10/24/2023 Item No.10.

Section 3.10. Waiver. Failure by apafty to insist upon the strict performance of any of the provisions of this Agreement by the other party, or the failure by apafty to exercise its rights upon the default of the other party, shall not constitute a waiver of such party's right to insist and demand strict compliance by the other party with the terms of this Agreement.

Section 3.11. Singular and Plural: Gender. As used herein, the singular of any word includes the plural, and terms in the masculine gender shall include the feminine.

Section 3.12. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original.

Section 3.13. Successors and Assigns. This Agreement is binding upon the heirs, assigns and successors-in-interest of the parties hereto. The Developer may not assign its rights or obligations hereunder, except to successors-in-interest to the property within the District, without the prior written consent of the City, which consent shall not be unreasonably withheld.

Section 3.14. Remedies in General. It is acknowledged by the parties that the City would not have entered into this Agreement if it were to be liable in damages under or with respect to this Agreement or the application thereof, and therefore the Developer hereby waives any and all claims for damages against the City and its officers, agents and employees for breach of this Agreement. This waiver of damages by Developer shall not preclude any action by Developer to specifically enforce the obligations of the City hereunder to review and approve for acceptance anO acquisition the Acquisition Improvements constructed by Developer in accordance with the terms hereof and to process applications for payment with the CFD Administrator for payment to Developer from the Acquisition and Construction Fund of the approved Acquisition Price for each of the Acquisition Improvements completed by Developer.

The parties further acknowledge that damages are not a remedy under this Agreement, and thus, wlile in general each of the parties hereto may pursue any remedy at law or equity available for the breach of any provision of this Agreement, the City shall not be liable in damages to the Developer, or to any assignee or transferee of the Developer. The Developer may, without any claim for damages of any kind, in addition to other rights or remedies, institute an action to cure, correct, specifically enforce or remedy any default in the processing of the payments to the Developer specified in this Agreement. Subject to the foregoing, the Developer covenants not to sue for or claim any damages for any alleged breach of, or dispute which arises out of, this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year written above.

DEVELOPER
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10/24/2023 Item No.10.

Arcadian Improvement CompanY, LLC,
a California limited liability company
By:

Name: William B. Bunce
Its: President
CITY OF FOLSOM, A Municipal Corporation:

Date
ATTEST:

Elaine Anderson, City Manager
FI.INDING AVAILABLE:

Christa Freemantle, City Clerk Stacey Tamagni, Chief Financial Officer ORIGINAL APPROVED AS TO CONTENT: ORIGINAL APPROVED AS TO FORM:

Pam Johns, Director
Community Development Department
Steven Wang, City Attorney
CERTIFICATE OF ACKNOWLEDGMENT pursuant to Civil Code, Section 1189' must be provided.
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10/24/2023 Item No.10.

A certificate of acknowledgment in accordance with the provisions of California Civil Code section 1 189 must be attached for each person executing this agreement on behalf of Developer.

This section provides, at part (b): "Any certificate of acknowledgment taken in another place shall be sufficient in this state if it is taken in accordance with the laws of the place where the acknowledgment is made."
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA

COLTNTY OF SACRAMENTO
On before ffi€, , Notary Public,
personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certiff under PENALTY OF PEzuURY under the laws of the State of California that the foregoing paragraph is true and conect. WITNESS my hand and official seal' Signature (Seal)
)
)"s
)
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10/24/2023 Item No.10.

ACQUISITION IMPROVEMENTS
d< ESTIMATED AMOI.INTS
RoadwaY Improvements
(a) Savannah Parkway Phase lC - North & South of Mangini Parkway
Mangini Parkway - Phase 1C
Traffic Signals - at selected intersections:
o Savannah Parkway/Mangini Parkway SPIF
INTERSECTION #14
Internal subdivision streets and related underground utilities Other public roadway improvements designed to meet the needs of development within CFD 23.
s3,500,000.00
$ 1,500,000.00
$ 750,000.00
$ 5,000,000.00

2. Water Svstem fmnrovements
All water facilities designed to meet the needs of development within CFD 23, including:
water storage, treatment and distribution facilities including waterlines and appurtenances, gate valves, pressure reducing stations, flow meters, fire hydrants, and other improvements related thereto such as site clearing, grading and paving; curbs and gutters;
booster pump stations;
stand-by generators;
site lighting, drainage, sanitary sewer, and water service; landscaping and irrigation;
access gates, and fencing; and striping and signage.
s2,500,000

EXHIBIT A TO THE ACQUISITION AGREEMENT
DESCRIPTION OF ACQUISITION IMPROVEMENTS AND ESTIMATED AMOI.INTS A-l

10/24/2023 Item No.10.

3. Recycled Water Svstem Improvements
Any and all recycled water system facilities designed to meet the needs of development within CFD 23, including:
(a) treatment and distribution facilities including pipelines and appurtenances, gate valves, flow meters, booster pump
pressurization system, and other improvements related thereto - such as site clearing, grading and paving; curbs and guffers; (b) booster pump stations;
(c) stand-by generators;
(d) site lighting, drainage, sanitary sewer, and water service; (e) landscaping and irrigation; and
access gates, and fencing; and striping and signage.

N/A

4. Drainage Svstem ImProvements
Any and all drainage and storm drain improvements designed to meet the needs of development within CFD 23, including:
(a) excavation and grading, pipelines and appurtenances, outfalls and water quality measures, detention/retention basins, drainage pretreatment facilities, drainage ways/channels, pump stations, landscaping and irrigation; and
access roads, gates, and fencing; and striping and signage and other improvements related thereto.
$1,500,000

5. Wastewater System Improvements
Any and all wastewater facilities designed to meet the needs of development within CFD 23, including:
(a) pipelines and all appurtenances thereto;
(b) manholes;
(c) tie-in to existing main line;
(d) force mains;
(e) lift stations;
(f) odor-control facilities; and
(g) permitting related thereto; and related sewer system $2,000,000
A-2

10/24/2023 Item No.10.
improvements.

6. Park, Parkway and Open Space Improvements
Any and all improvements to parks, parkways and open space required for development within CFD 23, including:
(a) grading, turf, shrubs and trees, landscaping inigation, site lighting, drainage, sanitary sewer and water service, pedestrian and bicycle trails, protective fencing (including soundwalls), pedestrian/bicycle bridges, storm drain crossings, wetland mitigation, hawk mitigation for authorized facilities herein, access gates and fencing and related open space improvements; and
(b) acquisition of any and all parkland as well as open space/bike traillpublic access easements required for development within CFD 23.

N/A

7. Specific Plan Infrastructure Fee Infrastructure
Any and all improvements that are included in the Specific Plan Infrastructure Fee Program adopted by the City Council on September 8,2015, including any future amendments thereto.

By way of example, Developer may include fee advances for Set Aside Fees, Roadways or Water System Improvements'
N/A
* QvTOTE: For this Agreement, Acquisition Improvements Limited to Authorized Facilities described in Resolution of Formationfor CFD 23, and Components thereof A-3

10/24/2023 Item No.10.

EXHIBIT B TO TIIE ACQUISITION AGREEMENT

DESCRIPTION OF ELIGIBLE PORTIONS
oF ACQUISTTTON IMPROVEMENTS,

INCLUDING RELATED DESIGN COSTS
[Intentional ly Omitted]
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10/24/2023 Item No.10.

EXHIBIT C TO THE ACQUISITION AGREEMENT

DISBURSEMENT REQUEST FORM
(Acquisition Improvement or Eligible Portion)
To Folsom Ranch Financing Authority CFD Administrator (Community Facilities District No. 23) Improvement Area No. 2
Attention:

E-mail:

Phone:

Re Community Facilities District No. 23, Improvement Area No. 2 Disbursement
The undersigned, a duly authorized officer of the Developer, hereby requests a withdrawal from the City of Folsom Community Facilities District No. 23 Acquisition and Construction Fund, as follows:

Request Date: Insert Date of Request]
Withdrawal Amount: flnsert Acquisition Price/Installment Payment] Acquisition Improvements [Insert Description of Acquisition Improvement(s)/Eligible Portion(s) from Exhibit Al
Payment Instructions [Insert Wire Instructions or Payment Address for Construction Lender, or Developer or other Developer
designee provided by the Developer after termination of direct payments to Construction Lender per Section 2.071 The undersigned hereby certifies as follows
The Withdrawal is being made in accordance *ith a permitted use of the monies pursuant to the Acquisition Agreement and the Withdrawal is not being made for the purpose of reinvestment.

None of the items for which payment is requested have been reimbursed previously from the Acquisition and Construction Fund.

If the Withdrawal Amount is greater than the funds held in the Acquisition and Construction Fund, the CFD Administrator is authorizedto pay the amount of such funds (excluding any amounts being retained therein as directed by the City in lieu of Performance and Payment Bonds and/or for punch list work) and to pay remaining amount(s) as funds are subsequently deposited in andlor become available for payment from the Acquisition and Construction Fund, should that occur.

Developer:
[Name of Developer]
Authorized Representative
Approved By:

Cify of Folsom
City Eneineer
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10/24/2023 Item No.10.

EXHIBIT D TO THE ACQUISITION AGREEMENT

INSURANCE REQUIREMENTS
NOTE: The word "Consultant" in this Exhibit refers to either "Consultant", "Developer" or "Contractor" as the term is used in the Agreement/Contract to which this Exhibit is attached.

A. During the term of this Agreement, Consultant shall maintain in fulI force and effect at all times during the term of the contract, at its sole cost and expense, policies of insurance as set forth herein:

1. General Liability:
a. General liability insurance including, but not limited to, protection for claims of bodily injury and property damage liability, personal and advertising injury liability and product and completed operations liability. b. Coverage shall be at least as broad as Insurance Services Office Commercial General Liability coverage form CG 0001 (occurence).
c. Claims-made coverage is not acceptable.
d. The limits of liability shall not be less than:

Each occurrence: One Million Dollars ($1,000,000)
Products & Completed Operations: One Million Dollars ($1,000,000) Personal & Advertising Injury: One Million Dollars ($1,000,000) e. If a general aggregate limit of liability is used, the minimum general aggregate shall be twice the 'each occurrence' limit or the policy shall contain an endorsement stating that the general aggregate limit shall apply separately to the project that is the subject ofthe contract.
f. If a products and completed operations aggregate limit of liability is used, the minimum products and completed operation aggregate shall be twice the 'each occurrence' limit or the policy shall contain an endorsement stating that the products and completed operations aggregate limit shall apply separately to the project which is the subject of the contract.
g. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

2. AutomobileLiability:
a. Automobile liability insurance providing protection against claims of bodily injury and property damage arising out of ownership, operation, maintenance, or use of owned, hired, and non-owned automobiles.
b. Coverage shall be at least as broad as Insurance Services Offrce Automobile Liability coverage form CA 0001, symbol 1 (any auto).

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10/24/2023 Item No.10.
c. The limits of liability per accident shall not be less than:

Combined Single Limit One Million Dollars ($1,000,000)
d. If Automobile Liability coverage, as required above, is provided by the Commercial General Liability form, the General Liability policy shall include an endorsement providing automobile liability as required above.

3. Workers' Compensation
a. Workers' Compensation lnsurance, with coverage as required by the State of Califomia (unless the Consultant is a qualified self-insurer with the State of Califomia), and Employer' s Liabil ity coverage.
b. Employer's Liability Coverage with a limit not less than $1,000,000 per accident for bodily injury and disease.
c. Consultant shall sign and file with the City department responsible for this Agreement/Contract the Worker's Compensation Certificate contained in the Project Manual.

4. Insurance Required in the Supplementary Conditions: Consultant shall be required to comply with all conditions as stipulated in the Standard Construction Specifications, any supplementary conditions and any special provisions as applicable.

5. Professional Liabilibr Insurance: If required, errors and omissions, malpractice or professional liability insurance with coverage of not less than $1,000,000 per occurrence.

6. Other Insurance Provisions:
a. The Consultant's General Liability and Automobile Liability policies shall contain, or be endorsed to contain, the following provisions:
i. The City, its officials, employees, agents and volunteers shall be covered and specifically named as additional insureds on a separate endorsement as respects liability arising out of activities performed by or on behalf of the Consultant, products and completed operations of the Consultant, premises owned, occupied, or used by the Consultant, or automobiles owned, leased, hired, or borowed by the Consultant in a form acceptable to the City Attorney.
ii. The Endorsement requirement may be satisfied with express provisions in the insurance policy(ies) which identifies any person or entity required to be included as an insured under the policy. A copy of the declarations page identifying the policy number, and pertinent provisions in the policy providing additional insured coverage shall be provided to the City. iii. The policy shall contain no special limitations on the scope of coverage afforded to the City, its officials, employees, agents or volunteers. b. For any claims related to the project, the Consultant's General Liability and Automobile insurance coverage shall be primary insurance in their coverage of the City and its officers, officials, employees, agents, or volunteers, and any insurance or self-insurance maintained by the City, its officers, officials, employees, agents or volunteers shall be excess of the Consultant's insurance and shall not contribute with it.

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10/24/2023 Item No.10.
c. Any failure to comply with reporting or other provisions of the policies on the part of the Consultant, including breaches of warranties, shall not affect coverage provided to the City, its offtcers, officials, employees, agents or volunteers.
d. The Consultant's Workers Compensation and Employer's Liability policies shall contain an endorsement that waives any rights of subrogation against the City, its officers, officials, employees, agents, and volunteers. e. Each insurance policy shall state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits, non-renewed, or materially changed except after 30 days prior written notice by certified mail has been given to the City. Ten days prior written notice by certified mail shall be given to the City in the event of cancellation due to nonpayment of premium.

7. Acceptabilitv of lnsurers: Insurance is to be placed with insurers with a Bests' rating of no less than A:VII.

8. The Consultant shall furnish the City with Certificates of Insurance and endorsements or insurance binders, signed by a person authorized by the insurer to bind coverage on its behall evidencing the coverage required by this section, the Standard Specifications, Special Provisions and/or any Supplementary Conditions.

The Consultant shall furnish comnlete. certified conies of all reouired insurance policies. includins orisinal endorsements snecifically reouired hereunder if reo uested.

9. The Consultant shall report, by telephone to the Project Manager within 24 hours, and also report in writing to the City within 48 hours, after Consultant or any Subcontractors or agents have knowledge of, any accident or occurrence involving death of or serious injury to any person or persons, or damage in excess of Ten Thousand Dollars ($10,000) to property of the City or others, arising out of any work done by or on behalf of the Consultant as part of the contract.

10. Such report shall contain:
a. the date and time of the occurrence,
b. the names and addresses of all persons involved, and c. a description of the accident or occunence and the nature and extent of the injury or damage.

11. The City, at its discretion, may increase the amounts and types of insurance coverage required hereunder at any time during the term of the contract by giving 30 days written notice.

12. If the Consultant fails to procure or maintain insurance as required by this section, the Standard Specifications, and any Supplementary Conditions, or fails to fumish the City with proof of such insurance, the City, at its discretion, may procure any or all such insurance. Premiums for such insurance procured by the City shall be deducted and retained from any sums due the Consultant under the contract.

13. Failure of the City to obtain such insurance shall in no way relieve the Consultant from any of its responsibilities under the contract.

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10/24/2023 Item No.10.

14. The making of progress payments to the Consultant shall not be construed as relieving the Consultant or its Subcontractors of responsibility for loss or direct physical loss, damage, or destruction occurring prior to final acceptance by the City.

15. The failure of the City to enforce in a timely manner any of the provisions of this section shall not act as a waiver to enforcement of any of these provisions at any time during the term of the contract.

16. In the event Consultant carries Excess Liability Coverage, the Excess Liability Coverage shall apply to any and all claims related to the project on a primary and non-contributory basis, and the City's insurance or self-insurance coverage shall be excess to the Consultant's Excess Liability Coverage.

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10/24/2023 Item No.10.
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Folsom City Council
Staff Re rt

RECOMMENDATION / CITY COUNCIL ACTION
Staff recommends that the City Council move to adopt Resolution No. 11119 - A Resolution of the City Council Approving an Acquisition and Shortfall Agreement for Community Facilities District No. 23 Improvement Area No. 4 (Mangini Ranch Phase 3)

BACKGROUND / ISSUE
On January 28,20l4,the City Council adopted Resolution No. 9298 approving the Folsom Plan Area Specific Plan (FPASP) Public Facilities Financing Plan (PFFP). The PFFP is an $877 million plan that includes the necessary backbone infrastructure and public facility requirements, presents a comprehensive financing strategy and sets forth the estimated time horizon for the future development of the Folsom Plan Area (FPA).

The Vesting Tentative Subdivision Map for the Mangini Ranch Phase 3 subdivision in the FPA was approved by the City Council on June 22,2027. The Mangini Ranch Phase 3 subdivision is included in the Folsom Plan Area Specific Plan (FPASP) and is planned for 260 single family residential units in four (4) separate villages. The260 single-family residential lots consist of 218 single-family high density lots and 42 multi-farrrily low density lots, an elementary school site, a middle school site, a future park site and various open space parcels. The Mangini Ranch Phase 3 subdivision is generally located on the west side of East Bidwell Street, north of Mangini Parkway and south of Orion Way in the FPASP (See below). The Mangini Ranch Phase 3 subdivision is required to construct various on-site and I
MEETING DATE: r012412023
AGENDA SECTION: Consent Calendar
SUBJECT: Resolution No.11119 - A Resolution of the City Council Approving an Acquisition and Shortfall Agreement for the Community Facilities District No. 23 Improvement Area No' 4 (Mangini Ranch Phase 3)
FROM: Community Development Department

10/24/2023 Item No.11.

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10/24/2023 Item No.11.
infrastructure (i.e. Mangini Ranch Phase 3, Village Nos. 1 through 4) and various landscape and inigation improvements. The TCS Improvement Company,LLC, (developer) intends on completing the necessary roadway and utility infrastructure and other various public improvements to serve the first phase of development of the Mangini Ranch Phase 3 subdivision in the Fall of 2023.

POLICY / RULE
Chapter 5 of the Folsom Plan Area (FPA) Public Facilities Financing Plan authorizes the formation of CFD's to finance the construction, acquisition and servicing of backbone infrastructure and other public improvements
Section 2.5.3 of the First Amended and restated Tier 1 Development Agreement authorizes the formation of infrastructure CFD's
Resolution No. 9282 - A Resolution of the City Council of the City of Folsom Approving Goals and Policies for Community Facilities Districts
Mello-Roos Community Facilities Act of 1982

ANALYSIS
In order to obtain reimbrnsement from proceeds from the sale of bonds for CFD No. 23 Improvement Area No. I for eligible roadway and utility infrastructure and public improvements approval of an Acquisition and Shortfall Agreement (Agreement) by the City Council is required. It is anticipated that the first bond sale for CFD No. 23 Improvement Area No. 4 to generate bond proceeds for reimbursement will occur in the Winter/Spring of 202312024. The developer and the City are currently working together to achieve this goal.

The Agreement establishes the process required for the City to acquire the roadway and utility infrastructure and other various public improvements and the developer's responsibility for funding any construction cost shortfall. A summary of the roadway and utility infrastructure and various public improvements and facilities to be funded and acquired by the City is shown in Exhibit A of the attached Acquisition and Shortfall Agreement (See Attachmerrt.2). The roadway and utility infrastructure and other public improvements authorizedto be acquired with CFD No. 23 Improvement Area No. 4 bond proceeds include roadway and transportation improvements (Orion Way, East Bidwell Street, Mangini Parkway and Discovery Drive), various subdivision in-tract improvements (Villages I through 4), various water (potable and non-potable), sanitary sewer, and storm drainage mains as well as landscaping and pedestrian/bike trail improvements. The Agreement requires the developer to complete the required roadway and utility infrastructure and other public improvements to the satisfaction of the City and meet specified thresholds in accordance with the Agreement prior to any reimbursement by the City.

J Page 277
10/24/2023 Item No.11.

FINANCIAL IMPACT
There is no direct financial impact on the City of Folsom. The CFD No. 23 Improvement Area No. 4 bonded indebtedness and expenses are solely the responsibility of CFD No. 23 Improvement AreaNo 4.

ENVIRONMENTAL REVIEW
This action is exempt from environmental review pursuant to Section 15061 (bX3) of the CEQA Guidelines. Environmental review for the public infrastructure subject to this Acquisition and Shortfall Agreement was completed in the FPASP EIR dated June 14, 2011.

ATTACHMENTS
1 . Resolution No. 1 I 1 I 9 - A Resolution of the City Council Approving an Acquisition and Shortfall Agreement for Community Facilities DistrictNo. 23 Improvement AreaNo. 4 (Mangini Ranch Phase 3)

2. Acquisition and Shortfall Agreement
Submitted,
Pam Johns, Community Development Director
4Page 278
10/24/2023 Item No.11.

ATTACHMENT 1
A Resolution of the City Council Approving an Acquisition and Shortfall Agreement for the Community Facilities District No. 23 ImprovementArea No. 4 (Mangini Ranch Phase 3)

10/24/2023 Item No.11.

RESOLUTION NO. 11119

A RE,SOLUTION OF THE CITY COUNCIL APPROVING AN

ACQUISITION AND SHORTFALL AGREEMENT FOR
COMMUNITY FACILITIES DISTRICT NO. 23
IMPROVEMENT AREA NO.4 (MANGINI RANCH PHASE 3)
WHEREAS, the City Council has adopted Resolution No. 10435 declaring its intention to establish a community facilities district and to levy a special tax to pay for certain public improvements and public services in and for such community facilities district; and WHEREAS, the City Council has adopted ResolutionNo. 10436 declaring the necessity to incur a bonded indebtedness to finance certain public improvements in and for the City of Folsom Community Facilities District No. 23 Improvement Area No. 4 (Mangini Ranch Phase 3); and
WHEREAS, Staff has prepared the attached Acquisition and Shortfall Agreement for the proposed eligible public improvements of Community Facilities District No' 23 Improvement Area No. 4 (Mangini Ranch Phase 3),
NOW, THEREFORE, BE IT RESOLVED that the Acquisition and Shortfall Agreement for Community Facilities District No. 23 Improvement Area No. 4 (Mangini Ranch Phase 3) is hereby approved, and the City Manager is authorizedto execute said Agreement in a form approved by the City Attorney.
pASSED AND ADOPTED rhis24thday of October 2023,by the following roll-call vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

Council Member(s)
Council Member(s)
Council Member(s)
Council Member(s)
Rosario Rodriguez, MAYOR
ATTEST
Christa Freemantle, CITY CLERK
ResolutionNo. lll19

10/24/2023 Item No.11.

ATTACHMENT 2
Acquisition and Shortfall Agreement for the Community Facilities District No. 23 Improvement Area No. 4 (Mangini Ranch Phase 3)

10/24/2023 Item No.11.

COMMUNITY FACILITIES DISTRICT NO. 23
(FOLSOM RANCH) IMPROVEMENT AREA NO. 4

ACQUISITION AND SHORTFALL AGREEMENT

BY AND BETWEEN

THE CITY OF FOLSOM
AND

TCS IMPROVEMENT COMPANY, LLC,
a California Limited Liability Company,
Dated as of _,2023

10/24/2023 Item No.11.

TF
City of Folsom Community Facilities District No.23
(Folsom Ranch) Improvement Area No.4
Recitals
A. The parties to this Acquisition and Shortfall Agreement (the "Agreement") are the CITY OF FOLSOM, (the "City"), and TCS IMPROVEMENT COMPANY, LLC, a California limited liability company, ("Developer").

B. The effective date of this Agreement is
-,2023
("Effective Date").

C. The Developer intends to construct certain road, water, sewer and other public capital improvements, as more particularly desuibed in Exhibit A attached hereto (collectively, the "Acquisition Improvements") to serve the development of real property owned by Developer within the Folsom Plan Area and within the boundaries of the District described below. The public capital improvements are to be owned and operated by the City, and the financing is to be accompliihed, in part, with funding to be provided by the District under and pursuant to the Mello-Roos Community Facilities Act of 1982 - California Government Code Sections 53311 and following (the "Act").

D. On May 26,2020, the City adopted Resolution No. 10439 to form City of Folsom Community Facilities District No. 23 (Folsom Ranch) Improvement Area No. 4 (the "District" or "CFD 23") within the Folsom Plan Area to finance, among other authorized facilities, the Acquisition Improvements and, on the same date, a landowner election was conducted in which all of the votes were cast unanimously in favor of forming the District.

E. The District intends to levy special taxes and cause the Authority to issue CFD 23 Bonds to fund, among other things, a portion of the costs of the Acquisition Improvements. The proceeds of the District special taxes and CFD 23 Bonds, together with interest earned thereon, are referred to herein as the "Available CFD 23 Proceeds." The Available CFD 23 Proceeds shall include the amount of (i) special taxes, if any, collected for a period of twenty (20) years beginning with the Fiscal Year in which: (a) the first building permit is issued in Improvement Area No- 1, or (b) the first series of bonds or other debt is issued in Improvement Area No. 4, whichever occurs first, available to fund the direct payment for the acquisition andlor construction of Acquisition Improvements and not related to or required to fund debt service or Adminishative Expenses, as defined in and determined in accordance with the Rate and Method of Apportionment for the District (the "Available Pay-Go Proceeds"), and (ii) the net acquisition pro.i.dr generated by all CFD 23, Improvement Area No. 4 Bond sale(s) issued by the Authority and secured by CFD 23, Improvement Area No. 4 special taxes.

F. Attached hereto as $[![]!1\ is a description of the Acquisition Improvements and attached hereto as Exhibit B is a description of certain authorized discrete and usable portions of the Acquisition Improvements that may be acquired from Developer pursuant to Section 53313.51 of the Act. It is understood that the Available CFD 23 Proceeds may not be sufficient to reimburse the Developer for all of the costs and expenses of the Acquisition I

10/24/2023 Item No.11.

Improvements contemplated hereunder, or otherwise finance said improvements. Accordingly, Developer understands and acknowledges that any shortfall in the Available Amount toward the construction and completion of the Acquisition Improvements is the Developer's sole responsibility, and that the Acquisition Price will be paid solely from the Available CFD 23 Proceeds, or from any proceeds that may become available for such payment through the SPIF Program (as defined herein) for an Acquisition Improvement included in the SPIF Program.

G. The parties anticipate that, upon completion of the Acquisition Improvements and subject to the terms and conditions of this Agreement and final acceptance by the City Engineer in writing, the City will acquire the completed Acquisition Improvements.

H. Any and all monetary obligations of the City arising out of this Agreement are the special and limited obligations of the City payable only from the Available CFD 23 Proceeds, and no other funds whatsoever of the District, the Authority, or the City shall be obligated therefor under any circumstances under this Agreement.

I.AttachedtothisAgreementare@(theAcquisitionImprovements), Exhibit B (Eligible Portions of Acquisition Improvements, including related Design Costs), Exhibit C (form of Requisition), and Exhibit D (Insurance Requirements), all of which are incorporated into this Agreement for all purposes.

Agreement

ARTICLE I
DEFINITIONS; COMMTINITY FACILITIES DISTRICT FORMATION

AND FINANCING PLAN
Section 1.01. Definitions. As used herein, the followingcapitalized terms shall have the meanings ascribed to them below:
"Acceptable Title" means free and clear of all monetary liens, encumbrances, assessments, whether any such item is recorded or unrecorded, and taxes, except those items which are reasonably determined by the City Engineer, upon consultation with the City Attorney, not to interfere with the intended use and therefore are not required to be cleared from the title. "Acquisition and Construction Fund" means the "Community Facilities District No. 23 Improvement Area No. 4 Acquisition and Construction Fund" established by the District for the purpose of paying the Acquisition Prices of the Acquisition Improvements. "Acquisition Improvements" means the Acquisition Improvements described in Eblblt A hereto.
"Acquisition Price" means the total amount eligible to be paid to the Developer upon acquisition of the Acquisition Improvements as provided in Section 2.03, including any additional Available CFD 23 Proceeds collected thereafter that are eligible to be paid to Developer, but not to exceed the Actual Cost of the Acquisition Improvement, together with the CCI adjustment thereon until paid in full as provided herein. 2

10/24/2023 Item No.11.
"Actual Cost" means the total cost of the Acquisition Improvements, or Eligible Portions thereol as documented by the Developer to the satisfaction of the City and as certified by the City Engineer in an Actual Cost Certificate including, without limitation, (a) the Developer's cost of -constructing the Acquisition Improvements including grading, labor, material and equipment costs, (b) the Developer's cost of designing and engineering the Acquisition Impiovements, preparing the plans and specifications and bid documents for the Acquisition Improvements, and the costs of inspection, materials testing and construction staking for the Acquisition Improvements, (c) the Developer's cost of any performance, payment and maintenance bonds and insurance, including title insurance, required hereby for the Acquisition Improvements, (d) the Developer's cost of any real property or interest therein that is either ne""rrury for the construction of the Acquisition Improvements (e.g., temporary construction easements, haul roads, etc.), or is required to be conveyed with such Acquisition Improvement in order to convey Acceptable Title thereto to the City or its designee, (e) the Developer's cost of environmental evaluation or mitigation required for the Acquisition Improvements, (f the amount of any fees actually paid by the Developer to the City and any other governmental agencies in order to obtain permits, licenses or other necessary governmental approvals and reviews for the Acquisition Improvements, (g) the Developer's cost for construction and project management, administration and supervision services for the Acquisition Improvements, (h) the Devel,oper's cost for professional services related to the Acquisition Improvements, including engineering, accounting, legal, financial, appraisal and similar professional services, and (i) the coits of construction financing incuned by the Developer with respect to the Acquisition Improvements.
"Actual Cost Certificate" means a certificate prepared by the Developer detailing the Actual Cost of the Acquisition Improvements, or Eligible Portions thereof, to be acquired hereunder, as may be revised by the City Engineer pursuant to Section 2.03. "Agreement" means this Acquisition Agreement, dated as of "Authority" means the Folsom Ranch Financing Authority. "Available CFD 23 Proceeds" shall have the meaning assigned to the term in Recital E. "Available Pay-Go Proceeds" shall have the meaning assigned to the term in Recital E. uCCf'means the construction cost index reported by the Engineering News Record used by the City to adjust construction costs, currently based on the average of the change in the San Francisco Construction Cost Index and the change in the 2O-city Construction Cost Index for the l2-month period ending in May, or comparable index of annual construction costs for public capital improvements used by the City.
"CFD Administrator" means the administrator of the District appointed by the City. "CFD 23 Bonds" means bonds or other indebtedness issued by the Authority that are to be repaid with District Special Taxes.
"City" means City of Folsom.
2023
-)

10/24/2023 Item No.11.
"City Engineer" means the City Engineer of the City or his/her designee who will be responsible for administering the acquisition of the Acquisition Improvements hereunder. "Code" means the Government Code of the State of California. "Construction Lender" means Goodfellow Bros., Inc., a Washington corporation, its successors and assigns
"Developer" means TCS IMPROVEMENT COMPANY, LLC, a California limited liability company, their successors and assigns.
"Director" means the Director of the City's Community Development Department or his/her designee.
"Disbursement Request Form" means a requisition for payment of funds from the Acquisition and Construction Fund for an Acquisition Improvement, or an Eligible Portion thereof, in substantially the form contained in Exhibit C hereto. ,,District" shall have the meaning assigned to the term in Recital D. "Eligible Portions" means the eligible, discrete and usable portions of the Acquisition Improvements available for acquisition and payment of Installment Payments listed and described in $hi[!!E hereto.
"Installment Payment" means an amount approved by the City Engineer as partial payment toward the Actual Cost of an Eligible Portion as shown in Exhibit B-Description of Eligible Portions of Acquisition Improvements.
"Project" means the Developer's development of the property in the District, including the design and construction of the Acquisition Improvements and the other public and private improvements to be constructed by the Developer within the District. "special Taxes" means annual special taxes, and prepayments thereof, authorized by and to be levied by the District.
"Title Documents" means, for the Acquisition Improvements acquired hereunder, a gtant deed or similar instrument necessary to transfer title to any real property or interests therein (including easements), or an irrevocable offer of dedication of such real property with interests therein n"."5u.y to the operation, maintenance, rehabilitation and improvement by the City of the Acquisition Improvements (including, if necessary, easements for ingress and egress) and a bill of sale or similar instrument evidencing transfer of title to the Acquisition Improvements (other than said real property interests) to the City, where applicable.

Section 1.02. Establishment of Community Facilities District. The Community Facilities District was established by the City on May 26, 2020, and through the successful landowner election held that same day, the District is authorized to levy the Special Taxes and to issue the CFD 23 Bonds to finance the Acquisition Prices for the Acquisition Improvements.

Developer and the City agree to reasonably cooperate with one another and with the District in 4

10/24/2023 Item No.11.
the completion of the financing through the issuance by the Authority of the CFD 23 Bonds in one or more series andlor the collection of Special Taxes to generate Available Pay-Go Proceeds.

Section 1.03. Deposit and Use of Available CFD 23 Proceeds. (a) Developer Pay-Go Proceeds. Available Pay-Go Proceeds collected by the District shall be deposited in the Acquisition and Construction Fund established by the District, and may be disbursed to pay the Acquisition Price and Installment Payments of Acquisition Improvements in accordance with Article II of this Agreement. All funds in the Acquisition and Construction Fund shall be considered a portion of the Available CFD 23 Proceeds. (b) CFD 23 Bond Series. Upon the delivery of each issue or issues of CFD 23 Bonds, the net proceeds thereof shall be deposited into the Acquisition and Construction Fund for the purpose of holding all funds for the Acquisition Improvements. All earnings on amounts in the Acquisition and Construction Fund shall remain in the Acquisition and Construction Fund for use as provided herein. Money in the Acquisition and Construction Fund shall be available to respond to delivery of a Disbursement Request Form and to be paid to the Developer or its designee to pay the Acquisition Price and Installment Payments of the Acquisition Improvements, or portions thereof, as specified in Article II hereof. (c) Prioritv IIse of Available CFD 23 Proceeds. The Available CFD 23 Proceeds will be used primarily to fund the costs of the Acquisition Improvements, and then to fund the costs of any other developer improvements advanced and/or constructed by a developer within the Plan Area that are authorized for acquisition by the District. The Available CFD 23 Proceeds shall be used first to fund any of the Acquisition Improvements, in any order, as and when each Acquisition Improvement or Eligible Portion is completed and payment of the Acquisition Price or Installment Payment can be paid to Developer as provided herein. Upon completion of all of the Acquisition Improvements hereunder and payment of the Acquisition Prices therefor, any remaining funds in the Acquisition and Construction Fund (less any amount determined by the District as necessary to reserve for claims against the account) shall be (i) applied or reserved for application to pay the costs of any other authorized developer irnprovements and, to the extent not so used, (ii) shall be applied by the District to call Bonds or to reduce Special Taxes as the District shall determine.

Section 1.04. No Effect of CFD Fundine on SPIF Pavments. If and to the extent any of the Acquisition Improvements are also included for financing within the Specific Plan Infrastructure Fee Program (the "SPIF Program"), any payments hereunder from Available CFD 23 Proceeds to Developer for such Acquisition Improvements shall not affect or limit Developer's ability to obtain and apply fee credits against andlor fee reimbursements from the SPIF Fee Program in consideration of its construction of the Acquisition Improvements that are included for frnancing in the SPIF Program. Developer's right to any such fee credits and/or fee reimbursements from the SPIF Program would be subject to and contingent upon Developer's entering into and complying with the requirements of a separate SPIF Fee Reimbursement Agreement to be entered into between the City and Developer for the Acquisition Agreements that are included for financing in the SPIF Program.

Section 1.05. No District or Citv Liabilitv: Discretion: No on Other Agreements. In no event shall any actual or alleged act by the District or the City or any actual 5

10/24/2023 Item No.11.
or alleged omission, negligence, or failure to act by the District or the City with respect to the performance of its obligations hereunder subject the District or the City to any liability therefor, whether monetary or otherwise (except only as to pay any amounts available and payable hereunder from Available CFD 23 Proceeds). Further, nothing in this Agreement shall be construed as affecting the Developer's or the City's duty to perform their respective obligations under any other agreements between the parties hereto, or the City's enforcement of applicable laws, ordinances, rules, policies and regulations pertaining to public improvement standards andlor specifications, as well as land use and subdivision requirements related to the Project, all of which are and shall remain independent of the Developer's and the City's rights and obligations under this Agreement.

ARTICLE II

DESIGN, CONSTRUCTION AND ACQUISITION OF ACQUISITION IMPROVEMENTS Section 2.01. Lettins and Administering Desien Contracts. The Developer has awarded and administered, or will award and administer, or through the City has advanced funds for the engineering design contracts for the Acquisition Improvements to be acquired from Developer.

Ali eligible expenditures of the Developer for design engineering and related costs in connection with the Acquisition Improvements (whether as an advance to the City or directly to the design consultant) incurred prior to the Effective Date, as identified on Ebi!!!! attached hereto, shall be reimbursed at the time of the first Bond sale, and, thereafter, all additional, eligible design engineering and related costs shall be reimbursed at the time of acquisition of the Acquisition Improvements. The Developer shall be entitled to reimbursement for any design costs of the Acquisition Improvements only out of the Acquisition Price as provided in Section 2.03 and shail not be entitled to any payment for design costs independent of the acquisition of Acquisition Improvements.

Section 2.02. Lettine and Administration of Construction Contracts: Indemnification.

Developer agrees to comply with City requirements with respect to contracting for the construction of the Acquisition Improvements. The Developer agrees that all the contracts shall call for compliance with all provisions of the prevailing wage law for "public works" as required by the Labor Code of the State of California and shall require all work to be performed by litensed general contractors. The Developer's indemnification obligation set forth in Section

3.01 of this Agreement shall also apply to any alleged failure to comply with the requirements of this Section , andlor applicable State laws regarding public contracting and prevailing wage laws applicable to public works.
(a) Plans and Specifications. The Developer represents and covenants that it has obtained or will obtain approval of the plans and specifications for the Acquisition Improvements from all appropriate departments of the City and from any other public entity or pubti" utility from which such approval must be obtained, prior to construction. The Developer further covenants that the Acquisition Improvements will be constructed in full compliance with such approved plans and specifications and any change orders thereto, as approved in the same mannera and the adopted City Standard Construction Specifications and Improvement Standards.

The Developer shall submit copies of all plans and specifications to the Director or his/her designee.
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10/24/2023 Item No.11.
(b) CEOA. The Developer covenants that it has complied or will comply with the California Environmental Qualify Act in conjunction with the construction of the Acquisition Improvements and their conveyance pursuant to the terms set forth herein. (c) Inspection. The Developer covenants that the City, and other public entities or public utilities to whom any of the Acquisition Improvements will be conveyed, will be permitted to inspect the Acquisition Improvements using the same standards which would be applied to a public works project.
(d) Insurance. With respect to the construction of the Acquisition Improvements, the Developer shall furnish to City a certificate or certificates of insurance, with unlnru.un"e carrier acceptable to City and in a form satisfactory to the City Attorney, evidencing insurance coverage consistent with Exhibit D attached hereto. (e) Performance and Payment Bonds. Except as otherwise provided herein, the Developer covenants to comply with all applicable performance, labor and materials and completion bond requirements of the City with respect to the construction of the Acquisition Impiovements. to the extent bonds are required, Developer further covenants and agrees to execute and deliver or otherwise cause to be provided to City, prior to construction and in forms acceptable to the City Attorney, a faithful Performance Bond in the amount of 100% of the estimated cost of the Acquisition Improvements and a Labor and Materials Bond in the amount of 100% of the estimated cost of the Acquisition Improvements, from a bonding company with an A.M. Best rating of at least "A-" or its equivalent. Such bonds shall only be released upon full completion oi the Acquisition Improvements, the City's written acceptance of the Acquisition Improvements, and payment of all persons furnishing labor and materials.

Section 2.03. Sale of Acquisition Improvements. The Developer agrees to sell to the City each of the Acquisition Improvements to be constructed by Developer (including any rights- of-way or other easements necessary for the Acquisition Improvements, to the extent not already o*n"d by the City), when each of the Acquisition Improvements is completed to the satisfaction of the City and accepted by the City Engineer in writing for an amount not to exceed the lesser of (i) the Available CFD 23 Proceeds and (ii) the Actual Cost of the Acquisition Improvement(s), increased from and after the completion of the Acquisition Improvements until paid in full based on the annual increase, if any, in the CCI from such completion to date of payment (the ,,Acquisition Price"). Notwithstanding any provision to the contrary, the Developer understands that the Available CFD 23 Proceeds for the acquisition of the Acquisition Improvements may not be sufficient to reimburse the Developer for all of the costs and expenses constructing the Acquisition Improvements, or otherwise finance said improvements. Accordingly, Developer acknowledges ind agrees that any shortfall in the amount of Available CFD 23 Proceeds for the construction and completion of the Acquisition Improvements is the Developer's sole responsibility, and that the Acquisition Price to be paid pursuant to this Agreement will be paid sollly from ihe Available CFD 23 Proceeds, or from any proceeds that may become available for such payment through the SPIF Program for an Acquisition Improvement included in the SPIF Program.

Eb!ry1, attached hereto and incorporated herein, contains a list of the Acquisition I1nprougro"trtr. Portions of the Acquisition Improvements eligible for Installment Payments pribr to completion of the entire Acquisition Improvements are described as eligible, discrete and 7

10/24/2023 Item No.11.
usable portions in Exhibit B (each, an "Eligible Portion"). At the time of completion of each Acquisilion Improvlment, or Eligible Portion thereof the Developer shall deliver to the City Engineer a written request for acquisition, accompanied by an Actual Cost Certificate, and by exeiuted Title Documents for the transfer of the Acquisition Improvement where necessary. In the event that the City Engineer finds that the supporting paperwork submitted by the Developer fails to demonstrate the required relationship between the subject Actual Cost and eligible work, the City Engineer shall advise the Developer that the determination of the Actual Cost (or the ineligible portion thereof) has been disallowed and shall request further documentation from the Developer. If the further documentation is still not adequate, the City Engineer may update the Actual Cost Certificate to revise or delete any disallowed items and the determination shall be subject to appeal to the Director, whose determination shall be final.

Certain soft costs for the Acquisition Improvements, such as civil engineering, may have been incurred pursuant to single contracts that include work relating also to the private portions of the Project or to multiple Acquisition Improvements. In those instances, the total costs under such coniracts will be allocated to each Acquisition Improvement as approved by the Cify Engineer. Where a specific contract has been awarded for design or engineering work relating solely to an Acquisition Improvement, one hundred percent (100%) of the costs under the contiact will be allocated to that Acquisition Improvement. Soft costs will be allocated to each Acquisition Improvement as approved by the City Engineer. The costs of environmental mitigation required to mitigate the impacts of the public and private portions of the Project will be allocated to each Acquisition Improvement as approved by the City Engineer. Pursuant to Section 2.01, all eligible expenditures of soft costs in connection with the Acquisition Improvements (whether as an advance to the City or directly to the design consultant) incured pribr to the Effective Date, as identified in s!i![! attached hereto, shall be reimbursed at the iime of first Bond sale, and, thereafter, all additional, eligible soft costs shall be reimbursed at the time of acquisition of the Acquisition Improvements.

Section 2.04. Conditions to Pavment of uisition Price Payment to the Developer or its designee of the Acquisition Price for each Acquisition Improvement shall in .u".y "ir.
be conditioned first upon the determination of the City Engineer that the Acquisition Impiovement satisfies all City construction standards and specifications, rules, policies, regulations and ordinances and shall be further conditioned upon satisfaction of the following additional conditions precedent:
(a) Lien Releases. The Developer shall have provided the City with lien releases or other similar documentation satisfactory to the City Engineer as evidence that none of the property (including any rights-of-way or other easements necessary for the operation and maintenance of the Acquisition Improvement, to the extent not already owned by the City) comprising the Acquisition Improvement, and the property which is subject to the special taxes of tie Community Facilities District, is subject to any prospective mechanics lien claim respecting the Acquisition Improvements.
(b) Payment of Taxes. The Developer shall be current in the payment of all due and payable general properfy taxes, and all special taxes of the Community Facilities District, on property owned by the Developer or under option to the Developer within the Community Facilities District.
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10/24/2023 Item No.11.
(c) Certification No Loan Default. The Developer shall certiff that it is not in default with respect to any loan secured by any interest in the Project. (d) Title Documents. The Developer shall have provided the City with Title Documents needed to provide the City with Acceptable Title to the site, right-of-way, or easement upon which the subject Acquisition Improvements are situated. All such Title Documents itratt U. in a form acceptable to the City Attorney and shall convey Acceptable Title.

The Developer shall provide a policy of title insurance as of the date of transfer in a form acceptable to ttre City Attorney insuring the City as to the interests acquired in connection with the acquisition of any interest for which such a policy of title insurance is not required by another agreement between the City and the Developer. Each title insurance policy required hereunder sliall be in the amount equal to the Acquisition Price. The amount paid to the Developer or its designee upon satisfaction of the foregoing conditions precedent shall be the Acquisition Price less all Installment Payments paid previously with respect to the Acquisition Improvement. (e) Retention for Punch List Work. In the case of a completed Acquisition\-/ Improvement suitable for public use, but for which certain punch list work remains to be completed prior to formal acceptance by the City, the City shall retain from the payment of any Acquisition Price for such Acquisition Improvement the amount of one hundred and fifty percent (150%) of the value of punch list work not completed. Upon payment and acceptance of the Acquiiition Price, less the retention for any punch list work, for each completed Acquisition Impiovement or portion thereof, Developer shall have no further claim for payment from the City with respect to the retentions until completion of the punch list work. The City shall hold the retention amount on all Acquisition Improvements acquired until the punch list work is completed and accepted by the City. Provided, however, in any event, the City will not pay for the acquisition of any completed Acquisition Agreement or portion thereof unless and until the street, drainage or other utility rights of way where they are located have been irrevocably offered to thJCity for dedication and the remaining conditions precedent to payment under this Section 2.04 are satisfied.
(D Warrantv Bond. The Developer shall provide to City a warranty bond equal to lTYo ofthe Actual Cost of the Acquisition Improvement. Commencement of the one- y"u. *u.runty period shall start at the time of City's formal acceptance of the Acquisition Improvements in writing.

Section 2.05. Payment for Elieible Portions. The Developer may submit an Actual Cost Certificate to the City Engineer with respect to any Eligible Portion. Payment to the Developer or its designee from the Acquisition and Construction Fund andlor SPIF Set-Aside Fund of an Installmeni Payment with respect to such Eligible Portion shall in every case be conditioned first upon the determination of the City Engineer, that the Eligible Portion has been completed in aicordance with all applicable plans and City construction standards and specifications, rules, policies, regulations and ordinances and is otherwise complete and, where appropriate, is ready-for acceptance by the City, and shall be further conditioned upon satisfaction of the following additional conditions precedent:
(a) The Developer shall have provided the City with lien releases or other similar documentation satisfactory to the City Engineer as evidence that the property (including any rights-of-way or other easements necessary for the operation and maintenance of the Eligible 9

10/24/2023 Item No.11.

Portion, to the extent not already owned by the City) comprising the Eligible Portion is not subject to any prospective mechanics lien claim respecting the Eligible Portion. (b) The Developer shall be cunent in the payment of all due and payable general property taxes, and all special taxes of the Community Facilities District, on property owned Uy in" Developer or under option to the Developer within the Community Facilities District.
(c) The Developer shall have provided the City with Title Documents needed to provide the City with Acceptable Title to the site, right-of-way, or easement upon which the subject Eligible Portion is situated. All such Title Documents shall be in a form acceptable to the City attomey and shall be sufficient, upon completion of the Acquisition Improvements of which the Eligible Portion is a part, to convey Acceptable Title to the Eligible Portion. The Developer shall provide a policy of title insurance as of the date of transfer in a form acceptable to the City Attorney insuring the City as to the interests acquired in connection with the acquisition of any interest for which such a policy of title insurance is not required by another agreement between the City and the Developer. Each title insurance policy required hereunder shall be in the amount equal to the Installment Payment for the Eligible Portion. (d) Payment and performance bonds, from a bonding company with an A.M.

Best rating of at least "A-" or its equivalent, applying to plans, standards and specifications for the Acquiiition Improvements approved by the City Engineer, shall be in place to secure completion of the Acquisition Improvements of which the Eligible Portion is a part' As an alternative thereto, Developer may ask the City to retain and reserve the amount of funds in the Acquisition and Construction Fund equal to the estimated cost to complete such Acquisition Improvements in the manner described in Section 2.02(e) above. (e) The amount paid to the Developer or its designee upon satisfaction of the foregoing conditions precedent shall be the "Installment Payment" with respect to the Eligible Portion.

Section 2.06. Disbursement Request Form. Upon a determination by the City Engineer to pay the Acquisition Price of an Acquisition Improvement pursuant to Section 2'04 or to pay an Instailment Payment for an Eligible Portion thereof pursuant to Section 2.05, the City Engineer shall cause u Dirbu.r".ent Request Form substantially in the form attached hereto as Exhibit C to be submitted to the CFD Administrator for payment from the Acquisition and Construction Fund, up to the Acquisition Price or Installment Payment amount, and the CFD Administrator shall authorize such payment directly to the Developer or its designee of the authorized amount.

In the event that the Actual Cost of the Acquisition Improvements or the Installment Payment for an Eligible Portion is in excess of the amounts then available in the Acquisition and Construction Fund, subject to any retention of funds as security for the work pursuant to Section

2.02(e) andlor for punch list work pursuant to Section 2.04(e), the CFD Administrator and/or the City shall withdraw all funds then available in the Acquisition and Construction Fund and shall transfer those amounts to the Developer or its designee. The unpaid portion of the Actual Cost, as adjusted by the CCI, shall be paid from funds that may subsequently be deposited in and/or become available for payment from the Acquisition and Construction Fund. Developer understands that the Available CFD 23 Proceeds for the acquisition of the Acquisition 10

10/24/2023 Item No.11.

Improvements may not be sufficient to reimburse the Developer for all of the costs and expenses constructing the Acquisition Improvements, or otherwise finance said improvements' Accordingly, Developer acknowledges and agrees that any shortfall in the Available CFD 23 Proceeds toward the construction and completion of the Acquisition Improvements is the Developer's sole responsibility, and that the Acquisition Price will be paid solely from the Available CFD 23 Proceeds, or from any proceeds that may become available for such payment through the SPIF Program for an Acquisition Improvement included in the SPIF Program.

Section 2.07. INTENTIONALLY DELETED
Section 2.08. Limitation on Obligations. Notwithstanding any provision to the contrary, in no event shall the District, the Authority or the City be required to pay the Developer or its designee more than the amounts held in the Acquisition and Construction Fund for the Acquisition Improvements under this Agreement.

Section 2.09. Warranties: Maintenance. Developer warrants the Acquisition Improvements as to materials and workmanship and should any failure due to faulty design or materials of the Acquisition Improvements or any parts thereof occur within a period of one (1) year after formal acceptance of the completed Acquisition Improvements by the City in writing, beveloper shall promptly cause the needed repairs to be made at its sole cost and expense, withouf any expense or cost to City and without further reimbursement from the City. Developer shall provide to City, at the time of submittal of each payment request, a warranty bond equal to 10% of the value of each Acquisition Improvement.

City is hereby authorized to make repairs if Developer fails to make, or undertake with due diligence, the aforesaid repairs within twenty (20) calendar days after it is given written notice o1 such failure. In case of emergency where delay would cause serious hazatd to the public, the necessary repairs may be made by City without prior notice to Developer. In all cases bf fuitur" of the Acquisition Improvements within the wananty period where the City has taken action in accordance with this paragraph, Developer shall reimburse City for any and all costs or expenses, direct and indirect, incurred by the City within thirty (30) calendar days of receiving invoice from the City. If the Developer fails to timely pay such reimbursement, the City may recover such costs or expenses from any and all Available CFD 23 Proceeds in the Acquisition and Construction Fund, in addition to any and all remedies at law or in equity.

Any walanties, guarantees or other evidence of continuing obligations of third persons with respect to any Acquisition Improvement to be acquired by the City shall be delivered to the Directoi as part oi the ionu.yun". of the Acquisition Improvement. No later than the time for such conveyun.., the Developer shall verifi, and confirm existence of a funding mechanism acceptable io City for the ongoing maintenance of the Acquisition Improvements in accordance wittrapplicable City standards, policies and ordinances and for such periods as are required by applicable City standards, policies and ordinances.
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10/24/2023 Item No.11.

ARTICLE III

MISCELLANEOUS
Section 3.01. Indemnification Hold Harmless. The Developer hereby assumes the defense of, and indemnifies and saves harmless the City, the Authority, the District, and their respective officers, directors, employees and agents (collectively, the "Indemnitees"), from and against all actions, damages, claims, losses or expenses of every type and description including but not limited to personal injury, or bodily injury including death, as well as from claims for property damage which may arise from the operations of the Developer or its contractors, iubioniractors, agents, or employees, to which the Indemnitees may be subjected or put, by reason of, or resulting from or alleged to have resulted from the acts or omissions of the Developer or its contractors, subcontractors, agents or employees arising out of any contract for the design, engineering and construction of the Acquisition Improvements entered into by or for the Deviloper, or arising out of any alleged misstatements of fact or alleged omission of a material faCt made by the Developer, its officers, directors, employees or agents to the District's underwriter, financial advisor, appraiser, district engineer or bond counsel or regarding the Developer, its proposed developments, its property ownership and its contractual arrangements contained in the official statement relating to the District financing (Developer hereby acknowledges that it has been furnished a copy of the official statement for the District and has not objected thereto). Nothing in this Section 3.01 shall limit in any manner the City's rights against any of the Developer's architects, engineers, contractors or other consultants. Except as r"t fo.ttt in this Section 3.01, no provision of this Agreement shall in any way limit the extent of the responsibility of the Developer for payment of damages resulting from the operations of the Developer, its agents and employees. Nothing in this Section 3.01 shall be understood or construed to mean that the Developer agrees to indemniff the Indemnitees for any wrongful acts, willful misconduct, active negligence or omissions to act of the Indemnitees. It is understood that the duty of Developer to indemnifu and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of any insurance certificates or endorsements does not relieve Developer from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Developer acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. The foregoing indemnity obligation of the Developer shall survive the termination or expiration of this Agreement.

Section 3.02. Audit. The City shall have the right, during normal business hours and upon the giving of ten days' written notice to the Developer, to review all books and records of the Developer pertaining to costs and expenses incurred by the Developer (for which the Developer seeks reimbursement pursuant to this Agreement) in constructing the Acquisition Improvements.

Section 3.03. Cooperation. The City and the Developer agree to cooperate with respect to the completion of the financing of the Acquisition Improvements by the District through the levy of the Special Taxes and issuance of Bonds. The City and the Developer agree to meet in good faith to resolve any differences on future matters which are not specifically covered by this Agreement'
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10/24/2023 Item No.11.

Section 3.04. General Standard of Reasonableness. Any provision of this Agreement which requires the consent, approval or acceptance of either party hereto or any of their respective employees, officers or agents shall be deemed to require that the consent, approval or acceptance not be unreasonably withheld or delayed, unless the provision expressly incorporates a different standard. The foregoing provision shall not apply to provisions in the Agreement which provide for decisions to be in the sole discretion of the party making the decision.

Section 3.05. Third Pa4v Beneficiaries. It is expressly agreed that there are no third party beneficiaries of this Agreement, including without limitation any owners of Bonds, any of th. City'r, District's or Developer's contractors for the Acquisition Improvements and any of the City's, District's or the Developer's agents and employees.

Section 3.06. Conflict with Other Asreements. Nothing contained herein shall be construed as releasing the Developer or the City from any condition of development or requirement imposed by any other agreement between the City and the Developer, and, in the event of a conflicting provision, the other agreement shall prevail unless the conflicting provision is specifically waived or modified in writing by the City and the Developer.

Section 3.07. Notices. All invoices for payment, reports, other communication and notices relating to this Agreement shall be mailed or e-mailed to:

Either pafi may change its address by giving notice in writing to the other party.

Section 3.08. Severability. If any part of this Agreement is held to be illegal or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be given effect to the fullest extent reasonably possible.

Section 3.09. Governins Law. This Agreement and any dispute arising hereunder shall be governed by and interpreted in accordance with the laws of the State of California. Any action brought relating to this Agreement shall be held exclusively in a state court in the County of Sacramento.

If to the Citv
Chief Financial Officer
City of Folsom
50 Natoma Street
Folsom, CA 95630
E-mail : [email protected]
With a copy to:

City Attorney
City of Folsom
50 Natoma Street
Folsom, CA 95630
E-mail : [email protected]
If to the Developer:

TCS Improvement Company, LLC
4370 Town Center Blvd., Suite 100
El Dorado Hills, CA 95762
Attention: William B. Bunce
E-mail: [email protected]
With a copy to:

Hefner Law
2150 River PlazaDrive, Ste. 450
Sacramento, CA 95833
Attention: Chad E. Roberts
E-mail : crobe{s@hsmla,yrequq
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10/24/2023 Item No.11.

Section 3.10. Waiver. Failure by apafi to insist upon the strict performance of any of the provisions of this Agreement by the other party, or the failure by a party to exercise its rights upon the default of the other parfy, shall not constitute a waiver of such party's right to insist and demand strict compliance by the other party with the terms of this Agreement' Section 3.11. Singular and Plural: Gender. As used herein, the singular of any word includes the plural, and terms in the masculine gender shall include the feminine.

Section 3.12. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original.

Section 3.13. Successors and Assigns. This Agreement is binding upon the heirs, assigns and successors-in-interest of the parties hereto. The Developer may not assign its rights or obligations hereunder, except to successors-in-interest to the property within the District, withoutthe prior written consent of the City, which consent shall not be unreasonably withheld' Section 3.14. Remedies in General. It is acknowledged by the parties that the City would not have entered into this Agreement if it were to be liable in damages under or with respect to this Agreement or the application thereof, and therefore the Developer hereby waives any and all claims for damages against the City and its officers, agents and employees for breach olthis Agreement. This waiver of damages by Developer shall not preclude any action by Developer to specifically enforce the obligations of the City hereunder to review and approve for acceptance and acquisition the Acquisition Improvements constructed by Developer in accordance with the terms hereof and to process applications for payment with the CFD Administrator for payment to Developer from the Acquisition and Construction Fund of the approved Acquisition Price for each of the Acquisition Improvements completed by Developer.

The parties further acknowledge that damages are not a remedy under this Agreement, and thus, while in general each of the parties hereto may pursue any remedy at law or equity available for the breach of any provision of this Agreement, the City shall not be liable in damages to the Developer, or to any assignee or transferee of the Developer. The Developer may, without any claim for damages of any kind, in addition to other rights or remedies, institute an action to cure, correct, specifically enforce or remedy any default in the processing of the payments to the Developer specified in this Agreement. Subject to the foregoing, the Developer covenants not to sue for or claim any damages for any alleged breach of or dispute which arises out of, this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year written above.

DEVELOPER
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10/24/2023 Item No.11.

TCS Improvement Company, LLC,
a California limited liability company
By:

Name: William B. Bunce
Its: President
CITY OF FOLSOM, A Municipal Corporation:

Date
ATTEST:

Elaine Anderson, City Manager
FUNDING AVAILABLE:

Christa Freemantle, City Clerk Stacey Tamagni, Chief Financial Officer ORIGINAL APPROVED AS TO CONTENT: ORIGINAL APPROVED AS TO FORM:

Pam Johns, Director
Community Development Department
Steven Wang, City Attorney
CERTIFICATE OF ACKNOWLEDGMENT pursuant to Civil Code, Section 1189' must be provided.
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10/24/2023 Item No.11.

A certificate of acknowledgment in accordance with the provisions of California Civil Code section 1 I 89 must be attached for each person executing this agreement on behalf of Developer This section provides, at part (b): "Any certificate of acknowledgment taken in another place shall be sufficient in this state if it is taken in accordance with the laws of the place where the acknowledgment is made."
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness' accuracy, or validity of that document.

STATEOF CALIFORNIA

COUNTY OF SACRAMENTO
On before fre, , Notary Public,
personally appeared who proved to me on the basis of satisfactory )
)ss
)
evidence to be the person(s) whose name(s)
to me that he/she/they executed the same in
signature(s) on the instrument the person(s),
is/are subscribed to the within instrument and acknowledged his/her/their authorized capacity(ies), and that by his/her/their or the entity upon behalfofwhich the person(s) acted,
executed the instrument.

I certif,i under PENALTY OF PERIURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal' Signature (Seal)
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10/24/2023 Item No.11.

ACOUISITION IMPROVEMENTS * ESTIMATED AMOI.INTS
Roadwav Improvements
(a) East Bidwell Street
(b) Internal subdivision streets and related underground utilities (c) Other public roadway improvements designed to meet the needs of development within CFD 23.
$3,500,000.00
$8,500,000.00
$2,500,000.00

2. Water Svstem Imnrovements
All water facilities designed to meet the needs of development within CFD 23, including:
water storage, treatment and distribution facilities including waterlines and appurtenances, gate valves, pressure reducing stations, flow meters, fire hydrants, and other improvements related thereto such as site clearing, grading and paving; curbs and gutters;
booster pump stations;
stand-by generators;
site lighting, drainage, sanitary sewer, and water service; landscaping and inigation;
access gates, and fencing; and striping and signage.

N/A

3. Recvcled Water Svstem Improvements
Any and all recycled water system facilities designed to meet the needs of development within CFD 23, including:

EXHIBIT A TO THE ACQUISITION AGREEMENT

DESCRIPTION OF ACQUISITION IMPROVEMENTS AND ESTIMATED AMOLINTS A-1

10/24/2023 Item No.11.
(a) treatment and distribution facilities including pipelines and appurtenances, gate valves, flow meters, booster pump
pressurization system, and other improvements related thereto - such as site clearing, grading and paving; curbs and gutters; (b) booster pump stations;
(c) stand-by generators;
(d) site lighting, drainage, sanitary sewer, and water service; (e) landscaping and irrigation; and
access gates, and fencing; and striping and signage.

N/A

4. Drainage Svstem Improvements
Any and all drainage and storm drain improvements designed to meet the needs of development within CFD 23, including:
(a) excavation and grading, pipelines and appurtenances, outfalls and water quality measures, detention/retention basins, drainage pretreatment facilities, drainage ways/channels, pump stations, landscaping and irrigation; and
access roads, gates, and fencing; and striping and signage and other improvements related thereto.

N/A

5. Wastewater System Improvements
Any and all wastewater facilities designed to meet the needs of development within CFD 23, including:
(a) pipelines and all appurtenances thereto;
(b) manholes;
(c) tie-in to existing main line;
(d) force mains;
(e) lift stations;
(f) odor-control facilities; and
(g) permitting related thereto; and related sewer system improvements.

N/A
A-2

10/24/2023 Item No.11.

6. Park, Parlavay and Open Space Improvements
Any and all improvements to parks, parkways and open space required for development within CFD 23, including:
(a) grading, turf, shrubs and trees, landscaping inigation, site lighting, drainage, sanitary sewer and water service, pedestrian and bicycle trails, protective fencing (including soundwalls), pedestrian/bicycle bridges, storm drain crossings, wetland mitigation, hawk mitigation for authorized facilities herein, access gates and fencing and related open space improvements; and
(b) acquisition of any and all parkland as well as open space/bike trail/public access easements required for development within CFD 23.

N/A

7. Specific Plan Infrastructure Fee Infrastructure
Any and all improvements that are included in the Specific Plan Infrastructure Fee Program adopted by the City Council on September 8,2015, including any future amendments thereto.

By way of example, Developer may include fee advances for Set Aside Fees, Roadways or Water System Improvements.

N/A
* Q'{OTE: For this Agreement, Acquisition Improvements Limited to Authorized Facilities described in Resolution of Formationfor CFD 23, and Components thereof A-3

10/24/2023 Item No.11.

EXHIBIT B TO THE ACQUISITION AGREEMENT

DESCRIPTION OF ELIGIBLE PORTIONS

OF ACQUISITION IMPROVEMENTS,
INCLT]DING RELATED DESIGN COSTS
[Intentionally Omitted]
B-1

10/24/2023 Item No.11.

EXHIBIT C TO THE ACQUISITION AGREEMENT

DISBURSEMENT REQUEST FORM
(Acquisition Improvement or Eligible Portion)
To Folsom Ranch Financing Authority CFD Administrator (Community Facilities District No. 23) Improvement Area No. 4
Attention
E-mail:

Phone:

Re Community Facilities District No. 23, Improvement Area No. 4 Disbursement
The undersigned, a duly authorized officer of the Developer, hereby requests a withdrawal from the City of Folsom Community Facilities District No. 23 Acquisition and Construction Fund, as follows:

Request Date: [Insert Date of Request]
Withdrawal Amount: [Insert Acquisition Price/Installment Payment] Acquisition Improvements: [Insert Description of Acquisition Improvement(s)/Eligible Portion(s) from Exhibit Al
Payment Instructions: flnsert Wire Instructions or Payment Address for Construction Lender, or Developer or other Developer
designee provided by the Developer after termination of direct payments to Construction Lender per Section 2.07] The undersigned hereby certifies as follows
The Withdrawal is being made in accordance with a permitted use of the monies pursuant to the Acquisition Agreement and the Withdrawal is not being made for the purpose of reinvestment.

None of the items for which payment is requested have been reimbursed previously from the Acquisition and Construction Fund.

If the Withdrawal Amount is greater than the funds held in the Acquisition and Construction Fund, the CFD Administrator is authorizedto pay the amount of such funds (excluding any amounts being retained therein as directed by the City in lieu of Performance and Payment Bonds and/or for punch list work) and to pay remaining amount(s) as funds are subsequently deposited in and/or become available for payment from the Acquisition and Construction Fund, should that occur.

Developer:
[Name of Developer]
Authorized Representative
Approved By:

City of Folsom
Citv Ensineer
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10/24/2023 Item No.11.

EXHIBIT D TO THE ACQUISITION AGREEMENT

INSURANCE REQUIREMENTS
NOTE: The word "Consultant" in this Exhibit refers to either "Consultant", "Developer" or "Contractor" as the term is used in the Agreement/Contract to which this Exhibit is attached.

A. During the term of this Agreement, Consultant shall maintain in full force and effect at all times during the term of the contract, at its sole cost and expense, policies of insurance as set forth herein:

1. General Liability:
a. General liability insurance including, but not limited to, protection for claims of bodily injury and property damage liability, personal and advertising injury liability and product and completed operations liability. b. Coverage shall be at least as broad as Insurance Services Office Commercial General Liability coverage form CG 0001 (occunence).
c. Claims-made coverage is not acceptable.
d. The limits of liability shall not be less than:

Each occurrence: One Million Dollars ($1,000,000)
Products & Completed Operations: One Million Dollars ($1,000,000) Personal & Advertising Injury: One Million Dollars ($1,000,000) If a general aggregate limit of liability is used, the minimum general aggregate shall be twice the 'each occurence' limit or the policy shall contain an endorsement stating that the general aggregate limit shall apply separately to the project that is the subject ofthe contract.
e
f. If a products and completed operations aggregate limit of liability is used, the minimum products and completed operation aggregate shall be twice the 'each occurrence' limit or the policy shall contain an endorsement stating that the products and completed operations aggregate limit shall apply separately to the project which is the subject of the contract.
g. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

2. AutomobileLiabilitv:
a. Automobile liability insurance providing protection against claims of bodily injury and property damage arising out of ownership, operation, maintenance, or use of owned, hired, and non-owned automobiles.
b. Coverage shall be at least as broad as Insurance Services Office Automobile Liability coverage form CA 0001, symbol 1 (any auto).

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10/24/2023 Item No.11.
c The limits of liability per accident shall not be less than:

Combined Single Limit One Million Dollars ($1,000,000)
d. If Automobile Liability coverage, as required above, is provided by the Commercial General Liability form, the General Liability policy shall include an endorsement providing automobile liability as required above.

3. Workers' Compensation
a. Workers' Compensation Insurance, with coverage as required by the State of California (unless the Consultant is a qualified self-insurer with the State of California), and Employer' s Liability coverage.
b. Employer's Liability Coverage with a limit not less than $1,000,000 per accident for bodily injury and disease.
c. Consultant shall sign and file with the City department responsible for this Agreement/Contract the Worker's Compensation Certificate contained in the Project Manual.

4. lnsurance Required in the Supplementary Conditions: Consultant shall be required to comply with all conditions as stipulated in the Standard Construction Specifications, any supplementary conditions and any special provisions as applicable.

5. Professional Liability lnsurance: If required, errors and omissions, malpractice or professional liability insurance with coverage of not less than $1,000,000 per occurrence.

6. Other Insurance Provisions:
a. The Consultant's General Liability and Automobile Liability policies shall contain, or be endorsed to contain, the following provisions:
i. The City, its officials, employees, agents and volunteers shall be covered and specifically named as additional insureds on a separate endorsement as respects liability arising out of activities performed by or on behalf of the Consultant, products and completed operations of the Consultant, premises owned, occupied, or used by the Consultant, or automobiles owned, leased, hired, or borrowed by the Consultant in a form acceptable to the City Attorney.
ii. The Endorsement requirement may be satisfied with express provisions in the insurance policy(ies) which identifies any person or entity required to be included as an insured under the policy. A copy of the declarations page identifying the policy number, and pertinent provisions in the policy providing additional insured coverage shall be provided to the City. iii. The policy shall contain no special limitations on the scope of coverage afforded to the City, its officials, employees, agents or volunteers. b. For any claims related to the project, the Consultant's General Liability and Automobile insurance coverage shall be primary insurance in their coverage of the City and its officers, officials, employees, agents, or volunteers, and any insurance or self-insurance maintained by the City, its officers, officials, employees, agents or volunteers shall be excess of the Consultant's insurance and shall not contribute with it.

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10/24/2023 Item No.11.
o. Any failure to comply with reporting or other provisions of the policies on the part of the Consultant, including breaches of wananties, shall not affect coverage provided to the City, its officers, officials, employees, agents or volunteers.
d. The Consultant's Workers Compensation and Employer's Liability policies shall contain an endorsement that waives any rights of subrogation against the City, its officers, officials, employees, agents, and volunteers. e. Each insurance policy shall state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits, non-renewed, or materially changed except after 30 days prior written notice by certified mail has been given to the City. Ten days prior written notice by certified mail shall be given to the City in the event of cancellation due to nonpayment of premium.

7. Acceptabilitv of Insurers: Insurance is to be placed with insurers with a Bests' rating of no less than A:VII.

8. The Consultant shall furnish the City with Certificates of Insurance and endorsements or insurance binders, signed by a person authorized by the insurer to bind coverage on its behalf evidencing the coverage required by this section, the Standard Specifications, Special Provisions and/or any Supplementary Conditions.

The Consultant shall furnish comnlete. certified conies of all reouired insurance nolicies. includins orisinal endorsements snecificallv reouired hereunder if rec uested.

9. The Consultant shall report, by telephone to the Project Manager within 24 hours, and also report in writing to the City within 48 hours, after Consultant or any Subcontractors or agents have knowledge of, any accident or occurrence involving death of or serious injury to any person or persons, or damage in excess of Ten Thousand Dollars ($10,000) to property of the City or others, arising out of any work done by or on behalf ofthe Consultant as part of the contract.

10. Such report shall contain:
a. the date and time ofthe occurrence,
b. the names and addresses of all persons involved, and c. a description of the accident or occurrence and the nature and extent of the injury or damage.

11. The City, at its discretion, may increase the amounts and types of insurance coverage required hereunder at any time during the term of the contract by giving 30 days written notice.

12. If the Consultant fails to procure or maintain insurance as required by this section, the Standard Specifications, and any Supplementary Conditions, or fails to fumish the City with proof of such insurance, the City, at its discretion, may procure any or all such insurance. Premiums for such insurance procured by the City shall be deducted and retained from any sums due the Consultant under the contract.

13. Failure of the City to obtain such insurance shall in no way relieve the Consultant from any of its responsibilities under the contract.

D-3

10/24/2023 Item No.11.

14. The making of progress payments to the Consultant shall not be construed as relieving the Consultant or its Subcontractors of responsibility for loss or direct physical loss, damage, or destruction occurring prior to final acceptance by the City.

15. The failure of the City to enforce in a timely manner any of the provisions of this section shall not act as a waiver to enforcement of any of these provisions at any time during the term of the contract.

16. In the event Consultant carries Excess Liability Coverage, the Excess Liability Coverage shall apply to any and all claims related to the project on a primary and non-contributory basis, and the City's insurance or self-insurance coverage shall be excess to the Consultant's Excess Liability Coverage.

D-4

10/24/2023 Item No.11.

This poge intenttonolly left blsnk
to focilitote double- sided printing .

CITY OF
F(}LSON{

DISTINCTIVE BY NATURE

10/24/2023 Item No.11.

Folsom City Council
Staff ort

RECOMMENDATION / COUNCIL ACTION
It is recommended that the City Council adopt the following resolutions and conduct the first reading of the ordinance:

Resolution No. 1 1120- A Resolution of the City Council of the City of Folsom Calling a Special Mailed-Ballot Election Related to Change Proceedings for Improvement Area No. 6 within City of Folsom Community Facilities District No. 23 (Folsom Ranch) 1 MEETING DATE: 1012412023
AGENDA SECTION: Public Hearing
SUBJECT: City of Folsom Community Facilities District No.23 (Folsom Ranch) Amended Improvement Area No. 6
Resolution No. 11120- A Resolution of the Cify Council of the City of Folsom Calling a Special Mailed-Ballot Election Related to Change Proceedings for Improvement Area No. 6 within City of Folsom Community Facilities District No.23 (Folsom Ranch)
Resolution No. 11121 A Resolution of Change of the City Council of the City of Folsom Relating to Improvement Area No. 6 within the City of Folsom Community Facilities
District No. 23 (Folsom Ranch)
Ordinance No. 1339 - An Uncodified Ordinance Levying a
Special Tax for the Fiscal Year 2023-2024 and Following Fiscal Years Solely within and Relating to Improvement
Area No. 6 within the Cify of Folsom Community Facilities District No. 23 (Folsom Ranch) (Introduction and First
Reading)
FROM: Finance Department

10/24/2023 Item No.12.

Resolution No. 1 ll2l- A Resolution of Change of the City Council of the City of Folsom Relating to Improvement Area No. 6 within the City of Folsom Community Facilities District No. 23 (Folsom Ranch)
Ordinance No. 1339 - An Uncodified Ordinance Levying a Special Tax for the Fiscal Year 2023-2024 and Following Fiscal Years Solely within and Relating to Improvement AreaNo 6 within the City of Folsom Community Facilities District No. 23 (Folsom Ranch) (Introduction and First Reading)

BACKGROUND / ISSUE
The Folsom Plan Area Specific Plan Public Facilities Financing Plan ("PFFP"), approved by the City Council on January 28, 2014, via Resolutron 9298, is an $877 million plan that describes the backbone infrastructure and facility requirements, presents a comprehensive financing strategy, and sets forth the estimated time horizon for the development of the Folsom Plan Area ("FPA").

The City Council previously approved the Resolution of Formation (ResolutionNo. 10435) on May 26,2020 to form Community Facilities District No. 23 (Folsom Ranch) ("CFD No. 23"), designate Improvement Area No. 6, authorize a special tax to finance the acquisition and construction of certain public facilities and certain public services, authorize the issuance of debt to finance the public facilities, and establish the appropriations limit and maximum bonded indebtedness for Improvement Area No. 6.

Further, the City Council previously approved the Resolution of Change (Resolution No. 10394) on July 26,2022,1o approve an amendment to remove the maximum facilities special tax rates from the multi-family high density property land use and the non-residential property land use.

The landowners within Improvement AreaNo. 6 have requested to further amend the Amended Rate and Method of Apportionment to remove the maximum facilities special tax rate from the multi-family medium density property land use. This amendment would remove the maximum facilities special tax rate from all remaining taxable property within Improvement Area No. 6.

There are no proposed changes to the maximum services special tax rates.

On September 12,2023, this City Council considered the amendment to the Rate and Method of Apportionment for Improvement Area No. 6 by passage of Resolution No. lIl02.

A Public Hearing is required as part of the amendment process for Improvement Area No. 6.

Notice of the hearing was mailed to the landowners within Improvement Area No. 6 on September 27,2023, and published in the Folsom Telegraph on October 12,2023. 2 Page 310
10/24/2023 Item No.12.

POLICY / RULE
Chapter 5 of the Folsom Plan Area Public Facilities Financing Plan authorizes the formation of CFDs to finance the construction, acquisition, and servicing of FPA backbone infrastructure and public facilities
Section 2.5.3 ofthe First Amended and Restated Tier I Development Agreement authorizes the formation of infrastructure CFDs
Resolution No. 9282 - A Resolution of the City Council of the City of Folsom Approving Goals and Policies for Community Facilities Districts
Mello-Roos Community Facilities Act of 1982

ANAI ,YSIS
CFD No. 23 is structured as an extended-term CFD and will provide the necessary funding to help fund all or a portion of the project's share of PFFP backbone infrastructure and facilities, inciuding related environmental mitigation obligations. The PFFP backbone infrastructure and facilities will be financed using both bond proceeds and PAYGO special tax revenues. The extended-term CFD structure is proposed to help to meet the challenge of high-cost infrastructure and facilities while also aligning the timing of future funding availability with the need for such funding.

The additional amendment to the Amended Rate and Method of Apportionment for Improvement Area No. 6 removes the maximum facilities special tax rate from the multi- family medium density property land use. This amendment removes the maximum facilities special tax rate from all remaining taxable property within Improvement AreaNo. 6. There are no proposed changes to the maximum services special tax rates. A comparison of the previously amended CFD No. 23 Improvement AreaNo. 6 Rate and Method of Apportionment and the changes proposed within this Amended CFD No. 23 Improvement Area No. 6 Rate and Method of Apportionment is included inAttachment2. There is no single-family detached property planned for development within Improvement AreaNo. 6.

The special tax revenue generated from taxable parcels within Improvement Area No. 6 will include a special tax to fund services only. The amended Fiscal Year 2023124 maximum facilities special tax rates and maximum services special tax rates, for each land use category, are provided in the table below:

J Page 311
10/24/2023 Item No.12.

Land Use
FY 2023124
Maximum
Facilities
Special Tax
Rate
FY 2023124
Maximum
Services
Special Tax
Rate Per
Single-Family Detached Property - SF/SFHD $o $0 Unit
Single-Family Detached Property - MLD
Zonins,
0 0 Unit
MMD Multi-Family Attached Property 0 332 Acre
MHD Multi-Family Attached Property 0 332 Acre
Non-Residential Property 0 0 Acre
The facilities special tax will no longer be levied and collected. The services special tax can be levied and collected in perpetuity for Improvement Area No. 6. Each fiscal year, commencing with Fiscal Year 2024125,the maximum services special tax rate will be increased by the June annualized percentage change of the Consumer Price Index for all Urban Consumers, for the San Francisco-Oakland-San Jose area, not to exceed 4o/o.

Approving the resolutions will amend Improvement Area No . 6, call for a special mailed-ballot election within Improvement Area No. 6, and declare the results of the special mailed-ballot election within Improvement AreaNo. 6. An ordinance is also being introduced to levy special taxes for Fiscal Year 2023124 and following fiscal years. This is the first reading of the ordinance.

FINANCIAL IMPACT
There is no direct General Fund impact on the City of Folsom. The Improvement Area No. 6 amendment and expenses are solely the responsibility of Improvement Area No. 6. The General Fund is not impacted by the Improvement Area No. 6 Amended Rate and Method of Apportionment.

ENVIRONMENTAL REVIEW
An Initial Study and Mitigated Negative Declaration prepared for the Folsom Plan Area Backbone Infrastructure Project were previously prepared for, and adopted by the City Council on February 24,2015, in accordance with the requirements of the California Environmental Quality Act. Pursuant to CEQA Guidelines section 15378(c), the term "project" does not mean each separate governmental approval for an approved activity which may be subject to several discretionary approvals by governmental agencies. Additionally, the creation of government funding mechanisms which do not involve any commitment to any specific project which may 4 Page 312
10/24/2023 Item No.12.
result in a potentiatly significant physical impact on the environment is not defined as a ..project,,under CEQA. CEQA Guidelines section 15378(b)(4) and 15061(bX3).

ATTACHMENTS

1. Resolution No. 11120 - AResolution of the City Council of the City of Folsom Calling a Special Mailed-Ballot Election Related to Change Proceedings for Improvement Area No. 6 within City of Folsom Community Facilities District No. 23 (Folsom Ranch)

2. ResolutionNo. 1II2I -A Resolution of Change of the City Council of the City of Folsom Relating to Improvement AreaNo. 6 within the City of Folsom Community Facilities District No. 23 (Folsom Ranch)

3. Ordinance No. 1339 - An Uncodified Ordinance Levying a Special Tax for the Fiscal Year 2023-2024 and Following Fiscal Years Solely within and Relating to Improvement Area No. 6 within the City of Folsom Community Facilities District No. 23 (Folsom Ranch) (Introduction and First Reading)
Submitted,
Tamagni
Finance Director
I
5Page 313
10/24/2023 Item No.12.

ATTACH M ENT 1

10/24/2023 Item No.12.

RESOLUTION NO. IIL2O

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FOLSOM

CALLING A SPECIAL MAILED-BALLOT ELECTION RELATED TO
CHANGE PROCEEDINGS FOR IMPROVEMENT AREA NO. 6 WITHIN
CITY OF FOLSOM COMMUNITY FACILITIES DISTRICT NO. 23
(FOLSOM RANCH)
WHEREAS, the City Council (the "City Council") of the City of Folsom (the "City") conducted proceedings under and pursuant to the terms and provisions of the Mello-Roos Community Facilities Act of 1982, as amended (being Chapter 2.5,Part 1, Division 2,TitIe 5 of the Government Code of the State of California), and all laws amendatory thereof or supplemental thereto (the "Act"), among other things, (i) to form a community facilities district within the City of Folsom, designated and known as "City of Folsom Community Facilities District No. 23 (Folsom Ranch)" (the "Community Facilities District"), (ii) to designate Improvement Area No. 6 therein, (iii) to authorize a special tax (the "special Tax") to finance the acquisition and construction of certain public facilities (the "Facilities") and certain public services (the "Services"), (iv) to authorize the issuance of debt to finance the Facilities, and (v) to establish the appropriations limit for Improvement Area No. 6 of the Community Facilities District, all as set forth in the City Council's Resolution No. 10435 (the "Resolution of Formation"), adopted on May 26,2020; and WHEREAS, on September I2,2023,the City Council adopted its ResolutionNo. 11102 (the "Resolution of Consideration") in which it determined to consider amending the rate and method of apportionment for Improvement AreaNo. 6 (the *2023 Rate and Method") to amendthe authority to levy the special tax by eliminating the Facilities Special Tax (the "Proposed Amendments"); and WHEREAS, the Resolution of Consideration set a public hearing to be held on October 24,2023 (the "Public Hearing"); and
WHEREAS, the Public Hearing has beenheld as scheduled and all persons interested were permitted to testifu and to submit written protests to the Proposed Amendments; and WHEREAS, the City Council determined that there was no majority protest under Section 53337 of the Government Code of the State of Califomia, and thus the City Council is permitted to continue with these proceedings; and
WHEREAS, in order for the Proposed Amendments to be effective, they must be submitted to an election of the qualified electors of Improvement Area No. 6 of the Community Facilities DistricU and
WHEREAS, a Certificate Regarding Landowners (the "Certificate re: Landowners") has been filed with the City Clerk (the "Clerk") and submitted to the City Council, certiffing that during the 90 days preceding the close of the Public Hearing on October 24,2023, there were no persons registered to vote within the territory of Improvement Area No. 6 of the Community Facilities District; and
Resolution No. I1120
Page I of8 Page 315
10/24/2023 Item No.12.

WHEREAS, a Certificate of Clerk Regarding Receipt of Property Owner Waiver and Consent, has been submitted by the Clerk, stating that each landowner, or an authorized representative of each landowner, within Improvement Area No. 6 of the Community Facilities District has filed with the Clerk a properly executed Waiver and Consent (as defined below) in substantialty the form attached hereto as Exhibit B, and by this reference incorporated herein; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Folsom, as follows:

Section 1 The above recitals are true and correct, and the City Council so finds and determines.

Section 2. The City Council accepts the Certificate regarding Landowners filedinthese proceedings and finds, in accordance therewith, that during the 90 days just past, there were no iegistered voters residing within the boundaries of Improvement Area No. 6 of the Community paiilities District. Accordingly, under Section 53326(b) of the Government Code of the State of California, the qualified electors of Improvement AreaNo. 6 ofthe Community Facilities District for the proposed special election shall be the owners of land within Improvement Area No. 6 of the Community Facilities District.

Section 3. The City Council further finds and determines that the owners of land within Improvement Area No. 6 of the Community Facilities District (the "Landowners") are the landowners set forth in the attachment to the Certificate regarding Landowners and that the attachment correctly sets forth the amount of property owned by each Landowner andthe number of votes to which each Landowner is entitled pursuant to Section 53326(b), being the number of acres owned rounded up to the next whole acre.

Section 4. The City Council hereby approves the form of Waiver and Consent Shortening Time Periods and Waiving Various Requirements for Conducting a Mailed-Ballot Election (the "Waiver and Consent") by which the time limits and related requirements respecting preparation and distribution of election materials are waived, a form of which is attached hereto as -B"ttiUit g. The City Council hereby finds that the rights, procedures, and time periods therein waived are solely for the protection of the qualified electors and may be waived by the qualified electors under Section 53326(a) and 53327(b) of the Act and under other provisions of law dealing with waiver generally, and that the Waiver and Consent constitutes a full and knowing waiver, by any qualified elector who has executed the form, of those rights, procedures and time periods.

Section 5. The City Council fuither finds and determines, based on a Certificate of Clerk regarding Receipt of Property Owner Waiver and Consent Forms provided this date by the Clerk that "urh tutrdo*.r"i, or an authorized representative of each Landowner, has filed with the Clerk a properly executed Waiver and Consent in substantially the form of Exhibit B hereto. The City-Council therefore is establishing the procedures and time periods for this special mailed-ballot election without regard to statutory schedules.

Section 6. Pursuantto Sections 5333S(a) and53326 ofthe Govemment Code ofthe State of California, the City Council hereby calls an election, to be held and conducted upon adoption of this Resolution, and sets October 24,2023, as the election date. Pursuant to Section 53326 of the Resolution No. 11120

10/24/2023 Item No.12.

Government Code, the election shall be conducted by mailed ballot; provided that personal service of the respective ballots to authorized representatives of each Landowner is permitted under the terms of the Waiver and Consent forms on file withthe Clerk and shall therefore be permitted. The Clerk is directed to either mail or make personal service of the ballots, in the form of the attached Exhibit A, to each Landowner or, if one has been appointed pursuant to a Waiver and Consent, to the Landowner' s authorized representative.

Section 7. The proposition to be submitted to the qualified electors of Improvement Area No. 6 of the Community Facilities District shall be as set forth in the form of special election ballot attached hereto as Exhibit A.

Section 8. The Clerk is hereby designated as the offrcial to conduct the special mailed- ballot election pursuant to the Act and California Elections Code Sections 307 and 320 and the following provisions:
(a) The special election shall be held and conducted, and the votes canvassed and the returns made, and the results determined, as provided herein; and in all particulars not prescribed by this Resolution the special election shall be held and conducted and the votes received and canvassed in the manner provided by law for the holding of special elections consistent with the Act.
(b) All Landowners within Improvement AreaNo. 6 of the Community Facilities District as of the close of the Public Hearing shall be qualified to vote upon the proposition to be submitted at the special election.
(c) The special election shall be conducted as a mailed-ballot election, in accordance with the provisions of the Act and the prior proceedings of the City taken thereunder, and there shall be no polling places for the special election. All ballots shall be delivered or mailed by the Clerk to the Landowners, and all voted ballots are required to be received by the Clerk not later than 6:00 p.m. on the date of the election in order to be counted. However, if at any time the Clerk determines that all votes have been cast, the Clerk shall immediately declare the election closed.
(d) The Clerk shall commence the canvass of the returns of the special election, and report the returns to the City Council no later than the City Council meeting of October 24,2023.
(e) The City Council may thereupon declare the results of the special election, and shall cause to be spread upon its minutes a statement of the results of the special election as ascertained by the canvass.

ResolutionNo. lll20

10/24/2023 Item No.12.

Section 9. This Resolution shall take effect from and after its date of adoption. pASSED AND ADOPTED this24thday of October,2023,by the following roll-call vote:

AYES: Councilmember(s):

NOES: Councilmember(s):

ABSENT: Councilmember(s):

ABSTAIN: Councilmember(s):

Rosario Rodriguez, MAYOR
ATTEST:

Christa Freemantle, CITY CLERK
ResolutionNo. 11120

10/24/2023 Item No.12.

EXHIBIT A

CITY OF FOLSOM
COMMUNITY FACILITIES DISTRICT NO. 23
IMPROVEMENT AREA NO. 6
(FOLSOM RANCH)

SPECIAL ELECTION BALLOT
(Mailed-Ballot Election)
This ballot is for the use of , a landowner owning land within Improvement Area No. 6 of City of Folsom Community Facilities District No. 23 (Folsom Ranch).

According to the provisions of the Mello-Roos Community Facilities Act of 1982 and the resolutions of the City Council of the City of Folsom, the above-named landowner is entitled to cast votes on this ballot.

In order to be counted, this ballot must be certified below and be returned, either by mail or in person, before 6:00 p.m. on October 24,2023,to:

Christa Freemantle, City Clerk
City of Folsom
50 Natoma Street
Folsom, CA 95630
Mailing by that date will not be suffrcient. The ballot must be physically received by the City Clerk prior to the deadline in order to be counted.

AN "X'' OR OTHER MARK WILL CAST ALL VOTES ASSIGNED TO THIS BALLOT, OR THE VOTER MAY WRITE NUMBERS IN THE SPACES PROVIDED.

BALLOT MEASURE
Shall the authority previously conferred upon the City Council (the "City Council") of the City of Folsom by and through its City of Folsom Community Facilities District No. 23 (Folsom Ranch) for Improvement Area No. 6 be changed in accordance with the City Council's Resolution of Consideration to Amend the Rate and Method of Apportionment for Improvement AreaNo. 6 Within the City of Folsom Community Facilities District No. 23 (Folsom Ranch), and Related Matters adopted on September 12,2023? Number of votes
YES
Number of votes
NO
Resolution No. 11120

10/24/2023 Item No.12.

Certification
The undersigned is or are the authorized representative(s) ofthe above-named landowner and is the person legally authorized and entitled to cast this ballot on behalf of the above-named landowner.

I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct and that this declaration is executed as of Octob er 24, 2023 .

By:

Name:

Title:

ResolutionNo. 11120

10/24/2023 Item No.12.

EXHIBIT B

WAIVER AND CONSENT

SHORTENING TIME PERIODS AND WAIVING VARIOUS

REQUIREMENTS FOR PROCEEDINGS AND FOR

CONDUCTING SPECIAL MAILED-BALLOT ELECTION

CITY OF FOLSOM
COMMLINITY FACILITIES DISTzuCT NO. 23
(FOLSOM RANCH)
IMPROVEMENT AREA NO. 6
(CHANGE PROCEEDINGS)
The undersigned is the owner or authorized
within the above-representative of the owner of Assessor's Parcel No(s). captioned Improvement Area No. 6 (the "Improvement Area") of the City of Folsom Community Facilities District No. 23 (Folsom Ranch) (the "District").

The undersigned understands that a special mailed ballot landowner election will be held to determine whether the authority conferred upon the City Council by and through the District will be changed, all as set forth in Resolution No. 1 1 102 adopted by the City Council of the City of Folsom on September 12,2023 (the "Resolution of Consideration").

The undersigned is (or are) the person (or persons) legally entitled and authorizedto cast the ballot for the above-referenced owner in the election to be conducted within the District for the Improvement Area.

The undersigned, on behalf of the above-referenced owner, hereby waives any and all minimum time periods and requirements pertaining to the conduct of the election pursuant to Government Code Secti on 53326(a).

The undersigned, on behalf of the above-referenced owner, hereby waives the preparation and distribution of an impartial analysis of the ballot measure, as well as arguments in favor and against, under the authority of Government Code Section 53327(b).

The undersigned, on behalf of the above-referenced owner, hereby waives the requirement to publish notice of the election under Government Code Section 53352.

The undersigned, on behalf of the above-referenced owner, hereby waives the requirements regarding the time to mail ballots to the qualified electors under Elections Code Section 4101, and agrees to accept either mailed service or pelsonal service of the ballot.

The undersigned, on behalf of the above-referenced owner, hereby waives the requiremgnts regarding identification envelopes for the return of mailed ballots contained in Government Code Section 53327.5.

The undersigned, on behalf of the above-referenced owner, hereby waives any right to notice and hearing and consents to authorized facilities, authorized services, expenses and rate and method Resolution No, 11120

10/24/2023 Item No.12.
of apportionment of special tax as described in the related resolutions to be adopted by the City Council of the City of Folsom on October 24,2023.

The undersigned, on behalf of the above-referenced owner, hereby waives any and all defects in notice or procedure in the time periods to record the boundary map, conduct of the election, whether known or unknown (other than the right to have ballots accurately counted), and states that the election is being expedited, pursuant to this waiver and consent, at the particular instance and request of the above-referenced owner.

The undersigned, on behalfofthe above-referenced owner, hereby consents to the levy and collection of the special tax in accordance with the amended rate and method of apportionment approved by the City Council for the Improvement Area and hereby waives any and all rights to challenge the inclusion of the above referenced parcels in the Improvement Area and any other proceedings related thereto.

Further, the undersigned, on behalf of the above-referenced owner, hereby waives any entitlementto initiate orprosecute any form of legal proceedings, including judicial proceedings, to challenge any aspect of the proceedings for levy of the special tax and for issuance of bonded indebtedness in the District.

I declare, under penalty of perjury, under the laws of the State of California, that the foregoing is true and correct and that this declaration is executed on 2023.

By:

Name:

Title:

NOTE: If this form is signed by an authorized representative other than an officer of the property owner(s) of the parcel(s), or if the name of the signing party is different from the name of the property owner, please attach evidence of authorization to sign on behalf of the property owner(s) or evidence of name change.

ResolutionNo. lll20

10/24/2023 Item No.12.

ATTACH M ENT 2

10/24/2023 Item No.12.

RESOLUTION NO. III2I

A RE,SOLUTION OF CHANGE OF THE CITY COUNCIL OF THE CITY OF FOLSOM RELATING TO IMPROVEMENT AREA NO. 6 WITHIN
THE CITY OF FOLSOM COMMUNITY FACILITIES DISTRICT NO.23
(FOLSOM RANCH)
WHEREAS, the City Council (the "City Council") of the City of Folsom (the "City") conducted proceedings under and pursuant to the terms and provisions of the Mello-Roos Community Facilities Act of 1982, as amended (being Chapter 2.5,Part 1, Division 2, Title 5 of the Government Code of the State of California), and all laws amendatory thereof or supplemental thereto (the "Act"), among other things, (i) to form a community facilities district within the City of Folsom, designated and known as "City of Folsom Community Facilities District No' 23 (Folsom Ranch)" (the "Community Facilities District"), (ii) to designate Improvement AreaNo. 6 therein, (iii) to authorize a special tax (the "special Tax") to finance the acquisition and construction of certain public facilities (the "Facilities") and certain public services (the "services"), (iv) to authorize the issuance of debt to finance the Facilities, and (v) to establish the appropriations limit for Improvement Area No. 6 of the Community Facilities District, all as set forth in the City Council's Resolution No. 10435 (the "Resolution of Formation"), adopted on May 26,2020; and
WHEREAS, the City Council previously adopted its Resolution No. 10894 on July 26,2022 (the*2022 Resolution of Change"), approving an amendment to the authority to levy the special tax to adjust the maximum special tax rates based on the planned development within Improvement AreaNo. 6; and
WHEREAS, the amended rate and method of apportionment and manner of collection of the special tax (the *2022 RMA") for Improvement Area No. 6 of the Community Facilities District is set forth in Exhibit A to Resolution No. 10870 adopted by the City Council on June 14, 2022 (the*2022 Resolution of Consideration"); and
WHEREAS, on September 12,2023, the City Council adopted its Resolution No. III02 (the "2023 Resolution of Consideration") in which it determined to consider amending the rate and method of apportionment for Improvement AreaNo. 6 (the *2023 Rate and Method") to amend the authority to levy the special tax by eliminating the Facilities Special Tax (as defined in the 2022RMA) (the "Proposed Amendments"); and
WHEREAS, in order for the Proposed Amendments to be effective, a two-thirds approving vote by the qualified electors within Improvement Area No. 6 within the Community Facilities District is required; and
WHEREAS, a special mailed-ballot election has been conducted within Improvement Area No. 6 within the Community Facilities District pursuant to Resolution No. lll20, adopted by the City Council on October 24,2023, to which reference is made for further particulars; and WHEREAS, a Certificate of the City Clerk (the "Clerk") Regarding Election Results (the "Certificate of Election Results") has been filed with the City Council; and Resolution No. 11121
Page I of3 Page 324
10/24/2023 Item No.12.

WHEREAS, the City Council has received, reviewed and hereby accepts the Certificate of Election Results;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Folsom, as follows:

Section I The above recitals are true and correct, and the City Council so finds and determines
Section 2. The City Council hereby finds and determines and declares that the ballot measure submitted to the qualified electors of Improvement Area No. 6 within the Community Facilities District has been passed and approved by those qualified electors in accordance with Sections 53338 of the Government Code of the State of California.

Section 3. The City Council hereby finds and determines and declares that the authority conferred upon it by the Community Facilities District for Improvement Area No. 6 has been changed in accordance with the Proposed Amendments as set forth in the 2023 Resolution of Consideration.

Section 4. The City Council hereby authorizes and directs the Clerk to cause an Amended Notice of Special Tax Lien to be prepared and to be recorded with the County Recorder ofthe County of Sacramento (the'oCounty Recorder") in accordance withthe provisions of Section 3lI7 .5 of the Streets and Highways Code of the State of California and Section 53338(c) of the Government Code of the State of California. The Amended Notice of Special Tax Lien shall include, as an attachment,the2023 Rate and Method as provided in ExhibitA to the2023 Resolution of Consideration and be recorded in the County Recorder's office within fifteen days of the date of adoption of this Resolution.

Resolution No. 11121
Page2 of3 Page 325
10/24/2023 Item No.12.

Section 5. This Resolution shall take effect from and after its date of adoption.

PASSED AND ADOPTED this24thday of October,2023,by the following roll-call vote:

AYES: Councilmember(s):

NOES: Councilmember(s):

ABSENT: Councilmember(s):

ABSTAIN: Councilmember(s):

Rosario Rodriguez, MAYOR
ATTEST:

Christa Freemantle, CITY CLERK
Resolution No. 11121

10/24/2023 Item No.12.

ATTACH M ENT 3

10/24/2023 Item No.12.

ORDINANCE NO. 1339

AN UNCODIFIED ORDINANCE LEVYING A SPECIAL TAX FOR THE FISCAL YEAR 2023-2024 AND FOLLOWING FISCAL YEARS SOLELY WITHIN AND RELATING TO IMPROVEMENT AREA NO. 6 WITHIN THE CITY OF FOLSOM COMMUNITY FACILITIES DISTRICT NO.23 (FOLSOM RANCH)
The City Council of the City of Folsom, State of California ordains as follows:

SECTION 1 PURPOSE
The City Council of the City of Folsom hereby finds, determines and declares based on the record before it that:

1. The City is authorized to establish a community facilities district pursuant to the terms of the Mello-Roos Community Facilities Act of 1982, Chapter 2.5 of Division 2 of Title 5 of the California Government Code, commencing with Section 53311 (the "Act"); and

2. Pursuant to Section 53350 of the Act, the City is authorized to designate improvement areas within the community facilities district; and

3. Pursuant to Government Code section 53340 and Resolution No. 10435, adopted by the City Council (the "City Council") of the City of Folsom (the "City") on May 26,2020 (the "Resolution of Formation"), the City Council formed its Community Facilities District No. 23 (Folsom Ranch) (the "Community Facilities District") and a rate and method of apportionment of the special tax (as amended, the "Special Tax") for Improvement Area No. 6 established therein was approved by an election of the qualified electors within the Community Facilities District on such date; and

4. Pursuant to Government Code section 53340 and Resolution No. 10894, adopted by the City Council on July 26,2022 (the "2022 Resolution of Change"), an amended rate and method of apportionment of the special tax for Improvement Area No. 6 (the "2022 RMA") was approved by an election of the qualified electors within the Community Facilities District on such date;

4. Pursuant to Resolution No. lll02, adopted by the City Council on Septenber 12, 2023 (the "2023 Resolution of Consideration") and Resolution No. Ill2l adopted by the City Council on October 24, 2023 (the "2023 Resolution of Change" and, collectively with the Resolution of Formation and the 2023 Resolution of Consideration, the "Resolutions"), the City Council approved an Amended Rate and Method of Apportionment for City of Folsom Community Facilities District No. 23 (Folsom Ranch) Improvement Area No. 6 (the "2023 Amended Rate and Method"), which changes were approved by an election of the qualified electors within the Community Facilities District on such date; and

5. The City Council desires to levy and impose the Special Tax and to take other related actions.

Ordinance No. 1339

10/24/2023 Item No.12.

2. J
5 6
SECTION 2

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF FOLSOM
RESOLVES:

1. The recitals set forth in Section 1 are true and correct.

A special tax is hereby levied on all Taxable Property (as defined in the 2023 Amended Rate and Method) within Improvement Area No. 6 for the 2023-24 fiscal year and for all subsequent fiscal years in the amount of the maximum authorized tax, provided that this amount may be adjusted annually, subject to the maximum authorized special tax limit, by resolution of the City Council.

The Finance Director of the City of Folsom or designee thereof (the "CFD Administrator") is authorized and directed, to determine each year, without further action of the City Council, the Special Tax, to prepare the annual Special Tax roll in the amount of the Special Tax in accordance with the related exhibit and, without further action of the City Council, to provide all necessary and appropriate information to the Sacramento County Auditor-Controller's Office (the "County") in proper form, and in proper time, necessary to effect the correct and timely billing and collection of the Special Tax on the secured property tax ro11 of the County; provided, that as provided in the Resolutions and Section 53340 of the California Government Code, the City has reserved the right to utilize any method of collecting the Special Tax which it shall, from time to time, determine to be in the best interests of the City of Folsom (the "City"), including but not limited to, direct billing by the City to the property owners and supplemental billing.

4. The appropriate officers and agents of the City are authorized to make adjustments to the Special Tax roll prior to the final posting of the Special Tax to the County tax roll each fiscal year, as may be necessary to achieve a correct match of the Special Tax levy with the assessor's parcel numbers finally utilized by the County in sending out property tax bills.

The City agrees that, in the event the Special Tax for the Improvement Area is collected on the secured tax roll of the County, the County may deduct its reasonable and agreed charges for collecting the Special Tax from the amounts collected, prior to remitting the Special Tax collections to the City.

Taxpayers who have requested changes or corrections of the Special Tax pursuant to Section I of the 2023 Amended Rate and Method and who are not satisfied with the decision of the CFD Administrator (whether the CFD Administrator disagrees with the taxpayer or concludes that the City is not authorized to consider the change requested), may appeal to the City Council. The appeal must be in writing, fully explain the grounds of appeal and must be based solely on the correction of mistakes in the levy based upon the status of the property, and no other appeals will be allowed. The CFD Administrator shall schedule the appeal for consideration within a reasonable time at a City Council meeting.

Ordinance No. 1339

10/24/2023 Item No.12.

SECTION 3 SEVERABILITY
If for any cause any portion of this ordinance is found to be invalid, or if the Special Tax is found inapplicable to any particular parcel by a court of competent jurisdiction, the balance of this ordinance, and the application of the Special Tax to the remaining parcels, shall not be affected.

SECTION 4 EFFECTIVE DATE; EFFECT ON ORDINANCE NO. 1330
This ordinance shall take effect and be in force as a tax measure thirty (30) days following its second reading and adoption at a meeting of the City Council; and before the expiration of twenty (20) days after its passage the same shall be published, with the names of the members voting for and against the same, at least once in a newspaper of general circulation published and circulated in the District.

Ordinance No. 1330 adopted by the City Council on August 23, 2022, shall be superseded, solely with respect to Improvement Area No. 6, to the extent it is inconsistent with this ordinance, upon the date that this ordinance takes effect, as described in the immediately preceding paragraph.
{< * t
Ordinance No. 1339

10/24/2023 Item No.12.

This ordinance was introduced and the title thereof read at the regular meeting of the City Council on October 24,2023 and the second reading occurred at the regular meeting of the City Council on November 14, 2023.

On a motion by second by _, the foregoing ordinance
was passed and adopted by the City Council of the City of Folsom, State of California, this -day of 2023 by the following vote, to wit
AYES: Councilmember(s)
NOES: Councilmembers(s)
ABSENT: Councilmembers(s):

ABSTAIN: Councilmembers(s):

Rosario Rodriguez, MAYOR
ATTEST:

Christa Freemantle, CITY CLERK
Ordinance No. 1339

10/24/2023 Item No.12.

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CITY OF
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m
Folsom City Council
Staff Re ort

RECO ON / CITY COUN ACTION
The City Manager recommends that the City Council provide direction to staff pertaining to a potential local sales tax measure to be placed on the November,2024 General Municipal Election for consideration by Folsom voters.

BACKGROI IND / ISSI]E
At a recent City Council meeting, a consensus of the City Council directed the City Manager to return to a future meeting with an agenda item to discuss consideration of a potential local sales tax measure and provide direction to staff'
Over the last approximately four years, through various Budget and strategic planning agenda items, special meetings, and workshops, the City Manager and the Chief Financial Officer have brought information to the City Council regarding a change in the historical, predictable pattern of the City's sales tax revenue rate of growth paired with rising costs (including employee compensation and benefits); concern about the low level of the City's overall reserves proportionately compared to other jurisdictions; concern about the City's financial inability to respond to long-deferred construction and maintenance needs in our parks, in our facilities, and on our trails; the City's inability to set aside money for future needs, including information technology infrastructure, facility improvements, and risk management; concern about staffing needs and personnel recruitment and retention challenges throughout the City organization; and the City's General Fund projected structural deficits over the next five fiscal years, beginning inFY2024-25.

I
MEETING DATE: r012412023
AGENDA SECTION: New Business
SUBJECT: Consideration of Potential Sales Tax Measure and Direction to Staff
FROM: City Manager's Office

10/24/2023 Item No.13.

In the context of these very significant fiscal challenges, the City Manager and the Chief Financial Officer previously discussed the benefits of a potential local sales tax measute with the City Council. City staff initiated and completed a comprehensive community outreach effort on these subjects in2022; engagement from the community was rated as remarkably high compared to other jurisdictions by the expert consultants engaged in that effort at the time. Staff subsequently presented proposed ballot language for a local sales tax measure to the City Council at its July 12,2022 regular meeting for consideration for placement on the ballot of the November,2022 General Election. The City Council declined to place the language on the ballot.

The City Manager will provide a briefing to the City Council on a potential local sales tax measure, including a summary of the City's fiscal challenges; examples of benefits to the City organization and the community if such a measure were passed; and options and questions for the Council's consideration and direction'

POLICY / RULE
All powers of the City shall be vested in the City Council except as otherwise provided by the City Charter. Section 2.02 of the City Charter.

ANALYSIS
Folsom's cumulative tax rate on retail sales currently stands at the base rate of 7.25 percent of the purchase price, plus an additional .5 percent for Measure A transportation uses, for a total of 7 .75 percent of purchase price. However, the City of Folsom does not teceivel .75 percent of the purchase price from each sale within Folsom. Instead, that tax revenue is allocated between the State of California, the County of Sacramento, the City of Folsom, and other public agencies. Folsom's share is 1.0 percent of the purchase price. This means that if someone makes a one dollar purchase in Folsom, the City of Folsom receives just one cent (not7.75 cents) from that transaction.

If voters were to approve a local sales tax measure, 100 percent of the revenue from that measure would go to the City of Folsom; that is to say, the revenue would not be shared with other agencies. A successful sales tax measure raising Folsom's rate by one-half percent would increase the cumulative tax rate in Folsom to 8.25Yo, and Folsom's share of the purchase price would increase from 1.0 percent to 1.5 percent. A successful sales tax measure raising Folsom's rate by one percent would increase the cumulative tax rate in Folsom to 8.75 percent, and Folsom's share of the purchase price would increase from 1.0 percent to 2.0 percent.

Traditional estimates show that about 40 percent of sales tax is paid by non-residents.

By way of comparison with our jurisdictional neighbors within Sacramento County, the Cities of Elk Grove (8.75 percent), Galt (9.25 percent), Rancho Cordova (8.75 percent), and Sacramento (8.75 percent) all have at least a one percent local sales tax in place. The City of Citrus Heights remains at7.75 percent alongside Folsom' 2Page 334
10/24/2023 Item No.13.

FINANCIAL IMPACT
Staff estimates that a one-half percent local sales tax would initially generate approximately $11 million per year, while a one percent local sales tax would initially generate approximately $22 million per year until and unless repealed by voters.

NMENTAL REVIE\^/
The recommended action of the City Council is not a project as defined by the California Environmental Quality Act (CEQA) and therefore does not require environmental review.

Respectfully submitted,
Elaine Andersen, City Manager
JPage 335
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CITY OF
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OIgTINCTIVE 6Y NATURE

10/24/2023 Item No.13.