Agenda packet — Lincoln City Council, October 28, 2025 (part 3 of 5)

Condition Timing Responsible
Party Status

DURING CONSTRUCTION

88. The Applicant shall provide a geotechnical analysis to determine the suitability of excavated material (if proposed for use) as engineered fill, and trench backfilling, topsoil, or other types of reuse onsite such as landscaping fill in parks. If during construction the Applicant identifies any unique unforeseen soils conditions, the Applicant shall within 24-hours notify its geotechnical consultant to provide an analysis to the City Engineer for approval concerning any remediation action.

During
Construction
City Engineer

89. The Applicant shall be responsible for the cleaning of all public streets impacted by Parkwood project construction. The manner and frequency of street cleaning shall be determined by the City Engineer based upon field conditions.

During
construction
City Engineer

90. For potable construction water, flows shall not exceed 500 gpm and 500,000 gallons per day subject to approval by the City. All flows shall be metered and monitored by the Applicant. The cost of potable construction water shall be at a rate established by the City. Any use of potable water for construction shall be subject to availability as determined by the City.

During
construction
City Engineer

91. The Applicant shall inform all contractors and subcontractors and other affiliated parties conducting business within the City that a Business License must be obtained from the City to work on the project. Prior to the preconstruction meeting, the Applicant shall submit to the City of Lincoln a list containing all parties doing business within the City as a result of the project. The City will check the list to ensure that each party has obtained the necessary Business License.

Prior to
issuance of
Building
Permits and
during
construction
Building
494
Exhibit A
Parkwood- Small Lot Tentative Subdivision Map Conditions of Approval

Page 24 of 27 ends

Condition Timing Responsible
Party Status

92. The Applicant may place a temporary sales and/or construction building (trailer) on the project site during project construction, in a location subject to approval of the Community Development Department. The Applicant shall submit information to the Community Development Department regarding the location and services available to the structure as well as elevations of the temporary facility. Use of the facility will be subject to the approval of the Community Development Department.

During
construction
Building

PRIOR TO ACCEPTANCE

93. The Applicant, through its engineer or surveyor, shall set sufficient durable monuments to conform to the standards prescribed in Section 8771 of the Business and Professional Code of California, and street monuments in accordance with the City Design Criteria and Procedures manual.

Prior to
Acceptance of
Improvements
City Engineer

94. The project shall be required to underground all existing overhead public utilities as per Municipal Code requirements.

Prior to
Acceptance of
Improvements
City Engineer

95. The Applicant shall provide the City with “As-Built Plans” in a mylar hard copy and the other on a computer disc in an AutoCAD format compatible with the City’s mapping acceptable to the City Engineer.

Prior to
Acceptance of
Improvements
City Engineer

96. Existing and proposed public facilities and improvements damaged during the course of construction shall be repaired by the Applicant, at its expense, to the requisite applicable standards, as confirmed by the City Engineer.

Prior to Notice
of Completion
and
Acceptance of
Improvements
City Engineer
495
Exhibit A
Parkwood- Small Lot Tentative Subdivision Map Conditions of Approval

Page 25 of 27 ends

Condition Timing Responsible
Party Status

97. When improvements to public landscape corridors, median islands, and trails are completed to the satisfaction of the City Engineer and Public Services Department, the improved property shall be accepted by the City and upon such acceptance, Applicant shall convey title to such improvements by grant deed to the City, for ongoing maintenance, operation, repair and replacement. The Applicant shall be responsible to pay the direct cost associated with the performance of this work.

The Applicant shall be responsible for payment of costs until such time as the City begins collecting funds for this work or the cost of doing this work is incorporated into a financing mechanism to fund the costs of this work. City shall accept the IOD in place upon completion of the work.

Upon
Acceptance of
Improvements
City Engineer
and Public
Services

98. The Applicant shall ensure its contractor tests and videos the testing of all sewer collection and conveyance facilities. A 72-hour notification, both written and verbal, shall be given to the City Engineer prior to the testing and videoing of the sewer system.

If not properly notified the City may elect to require a re-testing of the subject system.

Prior to Notice
of Completion
City Engineer

PRIOR TO BUILDING PERMIT

99. Finished exterior grades shall be sloped away from foundations to provide removal of surface water runoff away from structures. All building pads shall be provided with drainage away from foundations and to a properly controlled discharge system. No surface runoff should be allowed to flow from the pad over an unprotected slope.

Terraced lots should avoid uncontrolled discharge of surface water runoff onto adjoining lots.

Prior to
approval of
Plot Plans
Building,
Development
Engineering

100. Fire hydrants or other acceptable alternative approved by the City, providing service for construction sites shall be operational prior to combustible vertical building construction beginning.

Prior to
issuance of
Building
Permits
Building
496
Exhibit A
Parkwood- Small Lot Tentative Subdivision Map Conditions of Approval

Page 26 of 27 ends

Condition Timing Responsible
Party Status
101. All private exterior lighting is to be uniform or complimentary throughout the project.

Private exterior lighting to be provided for all access driveways, parking areas and walkways to facilitate protection of private property and safe pedestrian movement within the project site. Such lighting shall be accomplished in such a manner as not to illuminate adjacent properties or street which may be objectionable or hazardous.

Detailed Construction Plans depicting the location and type of all lighting fixtures to be submitted and approved by the Building, Planning, and Police Department as part of the Construction Plans.

Prior to
issuance of
Building Permit
Community
Development,
Police
Department

102. The Applicant shall submit payment of Western Placer Unified School District school fees prior to issuance of a building permit.

Prior to
issuance of
Building
Permits

Building
103. The Applicant shall pay all applicable fees at time of issuance of the Building Permit. Prior to issuance of
Building
Permits
Building
104. The project shall be subject to the Placer County Capital Facilities Impact Fee. Prior to issuance of
Building
Permits
Building
105. The Applicant shall comply with the General Plan, Village-1 Plan Area Fees or Interim Fee Agreement, and Development Agreement regarding Park Dedication and Fees.

Prior to
approval of the
First Final Map
Building

497
Exhibit A
Parkwood- Small Lot Tentative Subdivision Map Conditions of Approval

Page 27 of 27 ends

Condition Timing Responsible
Party Status
106. The development of residential dwelling units shall be subject to the review and approval process of Design Review as set forth in the City’s Municipal Code.

Prior to the
issuance of the
Building
Permits
Planning
107. All water meters shall be installed by the Public Services Department as per standards and specifications adopted by the City of Lincoln in June 2004 and as thereafter amended. A fee (applied city-wide) will be required for the cost and installation of each meter and may be adjusted annually based upon costs.

Prior to First
Inspection
following
issuance of
Building
Permits
Building and
Public
Services

PRIOR TO OCCUPANCY
108. The Applicant shall install all fire protection measures required pursuant to the then applicable City Standards. All residential units shall be fire sprinkled in accordance with the Fire Code in effect at the time of Building Permit application.

Prior to Final
Inspection /
Occupancy
Building

498
4,946 SF
5,303 SF
7,435 SF
7,352 SF
3,655 SF
3,655 SF
3,655 SF
4,271 SF
3,978 SF
3,400 SF
3,400 SF
3,591 SF
3,400 SF
3,400 SF
3,400 SF
3,400 SF
3,400 SF
3,400 SF
3,400 SF
3,400 SF
3,400 SF
3,400 SF
3,400 SF
3,400 SF
3,400 SF
119,975 SF
5,268 SF
5,826 SF
4,709 SF
3,645 SF
4,028 SF
3,734 SF
3,485 SF
3,563 SF
4,002 SF
4,211 SF
3,858 SF
4,208 SF
3,400 SF
3,400 SF
3,400 SF
3,400 SF
3,400 SF
3,400 SF
3,400 SF
3,403 SF
3,400 SF
3,400 SF
3,400 SF
3,400 SF
3,400 SF
3,400 SF
3,400 SF
4,514 SF
3,400 SF
5,447 SF4,206 SF4,073 SF4,687 SF
7,158 SF
4,588 SF
3,665
SF3,668
SF
2 3
4 5
6 7
8 9
10 11
12 13
14 15
16 17
18 19
20 21
22 23
24 25
26 27
28 29
30 31
3233343536
3750
51 52
53 54
55 56
57 58
59 60
61 62 63 64
44 43
42 41403938
49 48
47 4546
656667
68 69
70 71
72 73
74 75
76 77
78 79
80 81
82 83
84 85
86 87
88 89
90 91
92 93
94 95
122
121
120
119
118117116115114113
96 97 112 111
110
109
108
107
106
98 99
100
101
102
103 104 105
1 85'
40'
85'
40'
85'
40'
85'
40'
37'
109'
89'
125'
54'
88'
38'
12'
85'
40'
85'
32'
85'
40'
40'
91' 44'
92'
44'
85'
40'25'
83'
74'
97'
52'
53'
88'
88'40'
40'
53'
82'
80'
85'
40'
40'44'
79'
49'
85'
85'
45'
46'
167'
165'
85'
40'
78'
65'
85'
44'
72'
20'36'
40'
87'
46'
86'
81'
113'
85'
40'
40'
40'
85'
41'
85'
99'
60'
172'
56' 45'
37'
90'
156'
314'
169'
234'
39'
59'
85'
44'
44'
53'
40' 40'
84'
85'
40'
40'40'
40'
85'
41'
85'
45'
80'
128'
139'
82'
50'
87'
85'
44'
44'
406'
102'
41'
93'
42'
85'
40'
40'40'
40'
85'
41'
85'
45'
88'
94'
80'
89'
85'
44'
44'
83'
41'
98'
40'
40'
18'
85'
40'
40'
40'
85'
57'
90'
39'
113'
85'
44'
44'
45'
111'
102'
98'
42'
85'
40'
40'40'
40'
85'
53'
85'
84'
79'
30'
44'
85'
50'
50'
85'
44'
44'
45'
123'
95'
40'
53'
40'40'
40'
85'
94'
80'
41'
84'
85'
40'
40'
85'
44'
44'
45'
135'
25'
93'
40'
40'
40'
85'
89'
40'
90'
54'
42'
42'
84'
85'
40'
40'
50'
39' 49'
53'
80'
85'
40'40'
40'
85'
85'
43'
85'
88'
52'
53'
85'
40'
40'
85'
40'
40'
85'
40'
40'
85'
53'
53'
53'
85'
43'
43'
85'
53'
75'
93'
103'
85'
40'
40'85'
40'
40'
55'
85'
40'
85'
40'
40'
95'
54'
89'
43'
43'
85'
116'
48'
98'
96'
32'
42'
40'
85'
40'
40'
85'
40'
40'
83' 86'
44'
85'
40'
40'
85'
40'
40'
48'
80'
52'
93'
100'
32'
97'
40'
85'
40'
40'
85'
40'
40'
87'
40'
85'
40'
85'
40'
47'
84'
52' 142' 115'
32'
85'
40'
40'
40'
40'
89'
40'
40'
40'
70'
55'
84'
115'
32'
40'
41'
40'
92'
40'
40'
40'
50'
43'
86'
53'
44'
46'
53'
107'58'
68'
59'
44'
69' 47' 47' 47'
84'
53'
53'
85'
53'
85'
195'
97'
414'
25'
25'
25'
90'
3,740 SF
3,740 SF
3,738 SF
3,740 SF
3,740 SF
3,740 SF
3,740 SF
4,216 SF
4,216 SF
4,209 SF
4,630 SF
4,524 SF
4,208 SF
3,713
SF 3,520
SF
42'
43'
3,304 SF
4,403 SF
4,305 SF 3,980 SF
3,516
SF
56'3,633 SF
4,516 SF
4,394 SF
3,912 SF
5,031 SF
64,855 SF
8,522 SF
6,261 SF
4,524 SF
3,400 SF
3,400 SF
3,400 SF
4,362 SF
4,358 SF
3,400 SF
3,400 SF
3,402 SF
7,139 SF
5,734 SF4,167 SF3,512
SF
8,586 SF 4,671 SF
3,238 SF
7,220 SF
7,788 SF
4,590 SF
4,383 SF
5,309 SF
3,625
SF
4,182 SF
4,194 SF3,526
SF
3,734 SF
3,400 SF
85'
41'
27'
31'
24'
17'
41'40'40'40'53'
40'
6'
85'85'
53'
45'
53'
41'
61'
51'
54'
40'
68'
135'
51'
42'
30'
57'
29'
29'
31'
93'
3,842 SF
3,439 SF
34'
4,514 SF
4,690
SF
3,654
SF3,660
SF
30' 31'
74'
10'
85'
38'
40'
40'

DETAIL A
N18°03'09"E 575.42'
N06°22'28"E 60.34'
N18°01'46"W 1062.29'
N72°01'45"W 350.06'
N87°03'38"E 179.66'
N81°22'36"E 127.74'
N73°52'26"E 134.09'
N00°14'11"W 66.92'
N89°54'41"E 583.30'
N00°32'17"W 59.95'
N89°33'44"E 550.52'
N00°17'47"W 1660.66'

ROCK CANYON HOLDINGS LLC
021-274-035-000 ROCK CANYON HOLDINGS LLC
021-274-034-000

COUNTY OF PLACER
021-274-061-000

CENTURY COMMUNITIES

OF CALIFORNIA
021-274-068-000

LEAVELL
021-274-066-000

LEAVELL
021-274-065-000

LEAVELL
021-274-036-000

OAK TREE LANE

CENTURY COMMUNITIES

OF CALIFORNIA
021-274-069-000

STREET B

STREET C COURT C

COURT B

STREET D

STREET B
ST. D ST. C
STREET
44'
44'
44'
44'44'50'
44'
44'
44'44'
44'
44'
44'
44'
44'
44'
44'
R=250'
R=250'
R=840'
R=250'
56'
56'
A
R=300'
56'

TEMPORARY CONSTRUCTION
EASEMENT 2018-0000479
(TO BE QUITCLAIMED)
I.O.D. EASEMENT P.U.E./M.U.E. 2017-
0090348 & 349 (TO BE ABANDONED)

IOD EASEMENT PUE
2022-0036585

RIGHT-OF-WAY EASEMENT
2022-0036586

RIGHT-OF-WAY
EASEMENT 4 PM 56
(TO BE QUITCLAIMED

PRIOR TO FINAL MAP

ACCEPTANCE)

WLE EASEMENT
93-029292
(TO BE ABANDONED)
RIGHT-OF-WAY EASEMENT 1364.419
& 431 (TO BE QUITCLAIMED)

RIGHT-OF-WAY EASEMENT
2017-0090347 (TO BE ABANDONED)
66'
55'
R=1,000'
55'
55'
R=500'

1.5 ± AC.

LOT A
PARK

2.7 ± AC.

LOT B
PARK
LOT D

LANDSCAPE

0.1 ± AC.

LOT F

LANDSCAPE

0.1 ± AC.

0.2 ± AC.

D
D
C
D
D
B
A

SILVERADO TRAIL
(122) 40'x80' (TYP.)

15.8 ± AC.

UNIT 1

PUBLIC UTILITY

EASEMENT

OVER LOT C
R=50'
R=50'
R=25'R=25'
R=25'
R=50'R=50'
R=50'
R=22'
R=22'
R=22'
R=22'
R=22'
R=22' R=22'
R=22'
R=22'
R=22'
R=22' R=50'
R=50'
R=30'
R=30'
R=30'
R=30'
R=30'
R=30'
R=22'
R=26'
R=26'
LOT E

LANDSCAPE
R=26'
R=26'
R=50'
R=50'
LOT C

LANDSCAPE

0.0 ± AC.

12.5' P.U.E. (TYP.)

12.5' P.U.E. (TYP.)
R= 500'
R=500'
E
AREA "K"
4 PM 56
PARCEL "C" 4 PM 56
16 7
14 13
8 12.5' P.U.E. (TYP.)
193
FER
DEL
RAN
RD

WEBB BLVD

MCBEAN PARK DRIVE

PROJECT
SITE
RARI
CH

OAKTREE
LANE

STARDUST LANE
55' RIGHT OF WAY

OAK TREE LANE
SCALE: NTS
A
LANDSCAPE CORRIDOR/L.S.E.

LANDSCAPE
MEDIAN
25'

MASONRY
WALL (TYP.)
8' 3' 13'11'7'

WALK TRAVEL LANE

27.5'
CLC
R/W
55'
6'
LANDSCAPE CORRIDOR/L.S.E.
25'
8' 3'11' 7'

WALKTRAVEL LANE

27.5'
R/W
6'
BIKE/

NEV LANE
BIKE/

NEV LANE
STREET
TREES (TYP.)

PLANTERPLANTERC/G C/GMEDIAN

MASONRY
WALL (TYP.)

PARKWOOD

SUBDIVISION
105'
(FRONTAGE IMPROVEMENTS

BY OTHERS)

12.5'
P.U.E.

SCALE: NTS

PRIMARY RESIDENTIAL (WITH ON-STREET PARKING)
56' RIGHT OF WAYC
6' 3' 15'4'

WALK PLANTER TRAVEL LANE
28'
6' 3'15' 4'

WALKPLANTERTRAVEL LANE
28'
CLC

R/W R/W
56'
STREET
TREES (TYP.)

MINOR RESIDENTIAL (WITH ON-STREET PARKING)
SCALE: NTS
44' RIGHT OF WAYD
STREET
TREES (TYP.)
15'3'
22'

12.5'
P.U.E.
4'

WALK TRAVEL LANE
15' 3'
22'

12.5'
P.U.E.
4'

WALKTRAVEL LANE
CLC

R/W R/W
44'

PARKING
(TYP.)

12.5'
P.U.E.

12.5'
P.U.E.C/G
C/G
C/G
C/G

PARKING
(TYP.)

PRIMARY RESIDENTIAL AT ENTRY
SCALE: NTS
50' RIGHT OF WAYE
STREET
TREES (TYP.)
18'3'
25'

12.5'
P.U.E.
4'

WALK TRAVEL LANE
18' 3'
25'

12.5'
P.U.E.
4'

WALKTRAVEL LANE
CLC

R/W R/W
50'
C/GC/G

PARKING
(TYP.)

ROLLED CURB
(TYP.)

ROLLED CURB
(TYP.)
16'
5'
5'
4'
4'
4'
4'
16'
5'5'
4'
4'
16'
59'
32'
59'
32'
59'
32' 32'
59'
59'
32'
32'
59'
7,435 SF
7,352 SF
3,655 SF
3,655 SF
3,655 SF
119,975 SF
5,061 SF
8 9
78 79
80 81
82 83
84 85
86 87
88 89
90 91
92 93
94 95
122
121
120
119
118117116115114113
125'
54'
88'
38'
97'
52'
53'
88'
88'
40'
87'
46'
86' 99'
60'
172'
56' 45' 314'
169'
234'
53'
85'
40'
85'
40'
85'
40'
44'
85'
40'
40'
44'
60'
40'
85' 44'
90'
54'
49'
85'
40'
85'
43'
85'
88'
52'
85'
60'
43'
43'
85'
53'
85'
40'
40'
43'
43'
85'
116'
48'
98'
96'
32'
42'
40'
85'
40'
60'
93'
100'
32'
97'
40'
85'
40'
142' 115'
32'
70'
115'
32'
50'
43'
86'
53'
53'
85'
195'
97'
3,740 SF
3,740 SF
4,216 SF
4,209 SF
4,630 SF
4,524 SF
4,208 SF
3,713
SF 3,520
SF
42'
43'
56'3,633 SF
4,516 SF
4,394 SF
3,912 SF
5,031 SF
64,855 SF
8,522 SF
6,261 SF
4,524 SF
3,400 SF
3,400 SF
3,400 SF
85'
41'
27'
31'
24'
17'
41'40'40'40'60'
40'
6'
85'85'
93'
3,439 SF
34'
5,057 SF
3,400 SF
3,400 SF
3,403 SF
3,400 SF
30'
30'
N89°54'41"E 583.30'
N00°32'17"W 59.95'

LEAVELL
021-274-065-000

COURT C

COURT B
STREET
44'
44'
56'
A
R=300'
56'
EASEMENT 4 PM 56

1.5 ± AC.

LOT A
PARK

2.7 ± AC.

LOT B
VPR
D R=50'
R=22'
R=22'
R=22'
R=22' R=50'
R=50'

12.5' P.U.E. (TYP.)

0.1 ± AC.

LOT G

LANDSCAPE

SILVERADO TRAIL (FUTURE OFFSITE ROAD)
SCALE: NTS
42' PUBLIC STREET EASEMENTB
STREET
TREES (TYP.)
PSE
7' 11'3'
21'
5' 6'

TRAVEL LANEBIKE
LANE
PSE
7'11' 3'
21'
5'6'

TRAVEL LANEBIKE
LANE
20'

LANDSCAPE CORRIDOR/
L.S.E.
20'

LANDSCAPE CORRIDOR/
L.S.E.

CLC
42'

C/G C/G

PARKWOOD

SUBDIVISION

WALK PLANTER PLANTERWALK
82'

MASONRY
WALL (TYP.)
(FRONTAGE IMPROVEMENTS

BY OTHERS)

12.5'
P.U.E.

TENTATIVE SUBDIVISION MAP

PARKWOOD

CITY OF LINCOLN, CALIFORNIA
SEPTEMBER 5, 2025

TENTATIVE SUBDIVISION MAP - PARKWOOD
100
200 0
NORTH400

PROJECT NOTES

LOCATION MAP

LOT SUMMARY
nts
NOTE:
1)SUBDIVIDER(S) RESERVES THE RIGHT TO FILE MULTIPLE FINAL MAPS PURSUANT TO SECTION 66456.1 OF THE SUBDIVISION MAP ACT.
2)EXISTING TOPOGRAPHY PROVIDED BY WOOD RODGERS AND WAS FLOWN IN 2024. CITY OF LINCOLN BENCHMARK "LIN-8A."
3)UNLESS OTHERWISE SHOWN ON MAP, ALL UTILITIES WILL BE INSTALLED WITHIN THE PUBLIC ROAD RIGHT-OF-WAY OR WITHIN A PUBLIC UTILITY EASEMENT.
4) ALL EXISTING RECORDED EASEMENTS ON THE PROPERTY HAVE BEEN VERIFIED AND ARE SHOWN HEREON.
5)OWNER WILL DEDICATE ALL EASEMENTS AND RIGHTS-OF-WAY NECESSARY TO PROVIDE ALL ONSITE UTILITIES AND ROADWAYS.
6)A 12.5' P.U.E. SHALL BE LOCATED ADJACENT TO ALL PUBLIC STREETS UNLESS OTHERWISE SHOWN ON THIS TENTATIVE SUBDIVISION MAP.
7)THIS IS AN APPLICATION FOR A DEVELOPMENT PERMIT.
8)ALL EXISTING STRUCTURES AND SEPTIC SYSTEMS TO BE REMOVED. EXISTING WELLS TO BE REMOVED OR TO REMAIN AS NOTED.
9)THIS EXHIBIT IS FOR TENTATIVE MAP PURPOSES ONLY. ALL SITE CHARACTERISTICS ARE TO BE VERIFIED PRIOR TO FINAL MAP.
10)MASTER UTILITY STUDIES WILL BE PROVIDED AT THE TIME OF VILLAGE IMPROVEMENT PLAN SUBMITTAL. 11) LOT LINES MAY BE ADJUSTED AT THE TIME OF FINAL MAP PROVIDED THAT NO ADDITIONAL LOTS ARE

CREATED AND RESULTING DESIGN IS IN SUBSTANTIAL CONFORMANCE WITH THIS TENTATIVE SUBDIVISION MAP.
12) FINAL SUBDIVISION MAPPING SHALL BE PREPARED TO IDENTIFY ALL R/W, IOD, AND/OR PUBLIC/

PRIVATE STREETS, IF ANY, NEEDED TO ACCOMMODATE THE CONSTRUCTION PHASING OF THE VILLAGES SHOWN ON THIS TENTATIVE MAP.
13) ALL PUBLIC STREETS, LIGHTS, AND DRAINAGE FACILITIES TO BE DESIGNED AND CONSTRUCTED PER CITY STANDARDS, EXCEPT AS SHOWN OTHERWISE HEREON.
14) PURSUANT TO SECTION 66499.20.2 OF THE SUBDIVISION MAP ACT, THE PROPERTY WILL BE MERGED AND RESUBDIVIDED AND THE FOLLOWING PUBLIC EASEMENTS ARE TO BE ABANDONED:·IRREVOCABLE OFFER OF DEDICATION - PUBLIC STREET AND HIGHWAY AND UTILITY PURPOSES - DOC #2017-0090374, O.R.P.C.
·IRREVOCABLE OFFER OF DEDICATION - PUBLIC UTILITY EASEMENT - DOC #2017-0090348, O.R.P.C. ·IRREVOCABLE OFFER OF DEDICATION - MUNICIPAL USE EASEMENT - DOC #2017-0090349, O.R.P.C.
·WATERLINE EASEMENT - 69 DEEDS 151, O.R.P.C.
·WATERLINE EASEMENT - 139 DEEDS 175, O.R.P.C.
15) THE FOLLOWING PRIVATE EASEMENTS TO BE QUITCLAIMED:
·ROAD AND UTILITY EASEMENT - 1364 O.R. 419, O.R.P.C.
·ROAD AND UTILITY EASEMENT - 1364 O.R. 431, O.R.P.C.
·ROAD AND UTILITY EASEMENT - 1506 O.R. 619, O.R.P.C.
·TEMPORARY ACCESS EASEMENT - DOC #2018-0000479, O.R.P.C. ·TEMPORARY ACCESS EASEMENT - DOC #2018-0084570, O.R.P.C. ·TEMPORARY CONSTRUCTION EASEMENT - DOC #2022-0014992, O.R.P.C.

RECORD OWNER
8861 PARKWOOD HOLDINGS, LLC
3824 SKYLINE ROAD
CARLSBAD, CA 92008
CONTACT: PAUL SEARS
PHONE: (818) 974-7126

APPLICANT/DEVELOPER
JEN CALIFORNIA 28, LLC
1478 STONE POINT DRIVE, SUITE 100
ROSEVILLE, CA 95661
CONTACT: JOHN JEWETT
PHONE: (530) 550-5525

PLANNER/ENGINEER
WOOD RODGERS INC.
3741 DOUGLAS BLVD, SUITE 150
ROSEVILLE, CA 95661
CONTACT:

PLANNER: VANCE JONES
ENGINEER: JASON REED, PE C66631
PHONE: (916) 341-7760

ASSESSOR'S PARCEL NUMBERS
021-274-071
AREA

20.9± ACRES GROSS

RESIDENTIAL LOT SIZES
AVERAGE: 4,174 SQ. FT.

MAXIMUM: 8,586 SQ. FT.

MINIMUM: 3,238 SQ. FT.

NUMBER OF LOTS
122 SINGLE FAMILY RESIDENTIAL LOTS
2 PARK LOTS
4 LANDSCAPE LOTS
128 LOTS TOTAL

EXISTING GENERAL PLAN LAND USE

MEDIUM DENSITY RESIDENTIAL (MDR)

PARKS & RECREATION (PR)

PROPOSED GENERAL PLAN LAND USE

MEDIUM DENSITY RESIDENTIAL (MDR)

PARKS & RECREATION (PR)

EXISTING ZONING

VILLAGE MEDIUM DENSITY RESIDENTIAL (VMDR)

VILLAGE PARKS & RECREATION (VPR)

PROPOSED ZONING

VILLAGE MEDIUM DENSITY RESIDENTIAL (VMDR)

VILLAGE PARKS & RECREATION (VPR)

PARKS & RECREATION

CITY OF LINCOLN

POLICE & FIRE PROTECTION

CITY OF LINCOLN

SCHOOL DISTRICT

WESTERN PLACER UNIFIED SCHOOL DISTRICT
SEWER

CITY OF LINCOLN

STORM DRAIN

CITY OF LINCOLN
WATER

CITY OF LINCOLN

ELECTRICITY
PG&E
GAS
PG&E
SHEET 1 OF 3

BUILDING RELATIONSHIPS ONE PROJECT AT A TIME
3741 Douglas Blvd, Suite 150Tel 916.341.7760
Fax 916.341.7767 Roseville, CA 95661
1" = 40'
DETAIL A:

FIT TEMPLATE AT SETBACKS

STREET D
61 62 63 64
60 46 45
656667
59 68
1" = 100'

ALTERNATIVE WITH

NO ACCESS ROAD TO EAST

THE BOUNDARY SHOWN HEREON IS BASED

ON THE LEGAL DESCRIPTION AS DESCRIBED

IN THE PRELIMINARY TITLE REPORT ISSUED BY

PLACER TITLE COMPANY, REPORT NUMBER
P-611272, DATED DECEMBER 3, 2024. ALL

EASEMENTS SHOWN IN THE REPORT ARE

SHOWN HEREON OR IF AN EASEMENT IS

NOT PLOTTABLE OR BLANKET, A NOTE TO
THAT EFFECT IS SHOWN HEREON. ANY

PUBLIC EASEMENTS TO BE ABANDONED
ARE SHOWN AS "TO BE ABANDONED WITH
THE FINAL MAP" (IF APPLICABLE).

SURVEYOR'S

STATEMENT
NORTH
NORTH

INDICATES

REPORT ITEM
NUMBER
XX
13 14
15 18
17 16
10 7
6 5
4 12/31/2025
09/05/2025
NOTE:

REFER TO SHEET 3 FOR

ALTERNATE PROVIDING

DRAIN CONNECTION AND

OVERLAND RELEASE TO

SERVE RUNOFF FORM HTE
LEAVELL PROPERTY.

FROM THE

EXHIBIT B
499

BUILDING RELATIONSHIPS ONE PROJECT AT A TIME
3301 C St, Bldg. 100-B Tel 916.341.7760
Fax 916.341.7767Sacramento, CA 95816

EXHIBIT B
500
5,057 SF
4,946 SF
4,271 SF
3,978 SF
5,268 SF
5,826 SF
4,709 SF
3,645 SF
4,028 SF
3,734 SF
3,485 SF
3,563 SF 3,400 SF
3,400 SF
3,400 SF
3,400 SF3,400 SF
3,400 SF
3,400 SF
3,400 SF
61626364
65 66 67 68
69 70
71 72
73 74
75 76
77 78
79 80
81 82
83 115 114 113
9697112111
109
108
107
106
98 99
100
101
102
103104105
85'
40'
85'
40'
12'
91'
44' 92'
44'
85'
40'
53'
82'
80'
85'
40'
40'
40'
87'
46'
86'
85'
40'
99'
234'
53'
85'
40'
40'
86'
113'98'
82'50'
87'
85'
40'
40'
88'
94'
80'
89'
83'
41'
98'
85'
40'
92'
39'
113'
111'
85'
40'
40'
53'
85'
84'
123'
53'
40'
80'
41'
84'
135'
89'
40'
90'
54'
42'
39'
49'
85'
40'
85'
40'
53'
53'
75'
93'
103'
55'
85'
40'
40'
83'
86'
44'
85'
40'40'
40'
40'
87'
40'
85'
40'
40'
89'
40'
40'
40'
41'
40'
92'
86'
44'
69'
47'
47'
47'
53'
4,524 SF
42'
43'
4,305 SF3,980 SF
56'
4,362 SF
4,358 SF
10,630 SF
5,734 SF 4,167 SF
4,590 SF
41'
29'
3,400 SF
3,400 SF
3,400 SF
3,400 SF
40'3,375 SF
3,231 SF
36'
33'
40'
53'
4,815 SF3,671
SF
61'
54' 40' 70' 76'
15'
15'
53'
85'
85'
45'
53'41'
40' 68'
4,208 SF
3,713
SF
3,516
SF
3,633 SF
3,512
SF
7,788 SF4,383 SF3,625
SF
4,182 SF

BUILDING RELATIONSHIPS ONE PROJECT AT A TIME
3301 C St, Bldg. 100-B Tel 916.341.7760
Fax 916.341.7767Sacramento, CA 95816

EXHIBIT B
501
5,061 SF
4,524 SF
3,400 SF
5,057 SF
3,403 SF

BUILDING RELATIONSHIPS ONE PROJECT AT A TIME
3301 C St, Bldg. 100-B Tel 916.341.7760
Fax 916.341.7767Sacramento, CA 95816

EXHIBIT B
502
Resolution No. 2025-

Page 1 of 3 ends

RESOLUTION 2025-

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LINCOLN ADOPTING THE PROPOSED ADDENDUM TO THE CERTIFIED VILLAGE 1 SPECIFIC PLAN ENVIRONMENTAL IMPACT REPORT (STATE CLEARING HOUSE # 2010102018) CERTIFYING THAT THE PARKWOOD PROJECT WILL

NOT RESULT IN ANY NEW SIGNIFICANT INFORMATION OF SUBSTANTIAL IMPORTANCE, NEW

IMPACTS, NEW MITIGATION MEASURES, NEW OR REVISED ALTERNATIVES, OR AN INCREASE IN

THE SEVERITY OF PREVIOUSLY IDENTIFIED IMPACTS THAT WOULD REQUIRE MAJOR REVISIONS TO THE VILLAGE 1 SPECIFIC PLAN ENVIRONMENTAL IMPACT REPORT, AND THEREFORE, PURSUANT TO CALIFORNIA ENVIRONMENTAL QUALITY ACT GUIDELINES SECTION 15162, THE

PREPARATION OF AN ADDITIONAL SUPPLEMENTAL OR SUBSEQUENT EIR IS NOT REQUIRED (APPLICANT: JEN CALIFORNIA 28, LLC / PROPERTY OWNER: PARKWOOD HOLDINGS, LLC)

WHEREAS, the City of Lincoln received an application from JEN California 28, LLC seeking City approval of the Parkwood Project; and

WHEREAS, the proposed Parkwood Project includes residential uses and parks and recreation consistent with the Village 1 land use designations and applicable developm ent standards for the Parkwood Project site; and

WHEREAS, on November 27, 2012, the City Council of the City of Lincoln certified the Final Environmental Impact Report (EIR) for the Village 1 Specific Plan (SCH #2010102018), which analyzed the environmental impacts of development within the 1,832-acre Specific Plan project area, including up to 5,639 dwelling units at ranges of 1.0 to 25.0 units per acre. Approximately 985 of the 1,832 acres are dedicated to residential uses, with approximately 40 acres o f mixed- uses that could include residential development, retail, office, and public/semi -public facilities.

Other uses included the existing Turkey Creek Golf Course, open space, parks, an elementary school and city-owned facilities; and

WHEREAS, on September 26, 2023, the City Council certified that the Final EIR for the Village 1 Specific Plan analyzed changes to the Village 1 land use plan, including the realignment of Oak Tree Lane, associated revisions to the land use designations and a reduction in the total number of residential units to 5,610; and

WHEREAS, all mitigation measures identified within the previously certified Final EIR and adopted Mitigation Monitoring Program, as revised on September 26, 2023, which is included as Exhibit B, shall remain applicable to the Parkwood Project; and

WHEREAS, the mitigation measures provided within the previously certified Final EIR for the Village 1 Specific Plan have been imposed on and incorporated into the Project as Conditions of Approval, and will mitigate or avoid significant environmental effects; and 503
Resolution No. 2025-

Page 2 of 3 ends

WHEREAS, the Project will not substantially modify the location of or area of land disturbance and will retain all lands previously anticipated to be preserved and undisturbed as analyzed in the EIR; and

WHEREAS, the City of Lincoln, as Lead Agency, has determined the Project includes minor technical changes as allowed in the Village 1 Specific Plan; and an Addendum to the certified EIR has been prepared (provided as Exhibit A); and

WHEREAS, the City consulted with the United Auburn Indian Community of the Auburn Rancheria (UAIC) and reached agreement on treatment of Tribal Cultural Resources that could be affected by the Project, with consultation closing on Month, Day, Year; and

WHEREAS, on September 17, 2025, the Planning Commission reviewed and considered the above Environmental Documents, and recommended that the City Council determine the Project would not result in any new significant environmental effects or substantial increases in the severity of significant effects previously identified in the EIR and certify the Addendum to the Village 1 Specific Plan EIR; and

WHEREAS, notices describing the Parkwood Project and the time and place of the City Council hearing, including a general explanation of the matter to be considered was published in the Lincoln News Messenger and sent to neighboring property owners pursuant to Chapter 18.92 of the Lincoln Municipal Code; and

WHEREAS, on October 28, 2025, the City Council did hold a duly noti ced public hearing and, following discussion and public testimony, voted to determine the Project would not result in any new significant environment effects or substantial increases in the severity of significant effects pervious identified in the EIR.

NOW THEREFORE BE IT RESOLVED:

Section 1. The foregoing recitals are true and correct, and are hereby incorporated by reference.

Section 2. All mitigation measures contained within the Final EIR for the Village 1 Specific Plan Project (SCH #2010102018), as revised, shall remain in force and effect and shall, to the extent still relevant, apply to the Project.

Section 3. Based upon the provisions of CEQA Guidelines Sections 15182 and 15162 and the documentation provided in Exhibit A, Addendum to the Village 1 Specific Plan EIR, the preparation of an additional supplemental or subsequent EIR is not required prior to approval of the proposed entitlements.
504
Resolution No. 2025-

Page 3 of 3 ends

PASSED AND ADOPTED this 28th day of October, 2025 by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:

___________________________
Holly Andreatta, Mayor

ATTEST:

Hope Ithurburn, City Clerk

Exhibits:

A. Addendum to the Village 1 Specific Plan EIR for the Parkwood Project B. Village 1 Specific Plan EIR Mitigation Monitoring Report

505
Resolution No. 2025-

Page 1 of 4 ends

RESOLUTION 2025-

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LINCOLN APPROVING THE SMALL LOT TENTATIVE SUBDIVISION MAP FOR THE PARKWOOD PROJECT (ASSESSOR’S PARCEL NUMBER 021-274-071) (APPLICANT: JEN CALIFORNIA 28, LLC / PROPERTY OWNER: PARKWOOD

HOLDINGS, LLC)

WHEREAS, Title 17, Chapter 17.04 et seq. of the Lincoln Municipal Code provides for the review and recommendations of the City Council on all Tentative Maps; and

WHEREAS, on September 17, 2025, the Planning Commission reviewed and considered the Small Lot Tentative Subdivision Map, and recommended approval to the City Council; and

WHEREAS, notices describing the proposed Small Lot Tentative Subdivision Map for the Parkwood Project were sent to neighboring property owners pursuant to the Lincoln Municipal Code Section 17.16.150 and notice of the hearing was published in accordance with Section 6061 of the Government Code in at least one newspaper of general circulation within the City of Lincoln at least ten calendar days before the City Council’s public hearing; and

WHEREAS, prior to recommending approval of the Small Lot Tentative Subdivision Map, the City Council reviewed and considered the information contained in the Addendum to the Final Environmental Impact Report and adopted a Resolution approving the Addendum to the Village 1 Final Environmental Impact Report (EIR) (SCH #2010102018), as the proposed project is consistent with the type and intensity of land uses analyzed in the Final EIR, and no new significant impacts or substantial increase in the severity of previously identified significant impacts have been identified. The Mitigation Monitoring and Reporting Program, as revised on September 26, 2023, and Alternatives, Findings and Statement of Overriding Considerations adopted as part of the Final EIR are still applicable to the proposed project, sub ject to the modified mitigation measure language found within the Addendum to the Environmental Impact Report; and

WHEREAS, the Parkwood Project includes all of the following entitlements: the California Environmental Quality Act Resolution and this Small Lot Tentative Subdivision Map Resolution; and

WHEREAS, the City Council has reviewed the proposed Small Lot Tentative Subdivision Map for the Parkwood Project and conducted a public hearing.

NOW THEREFORE BE IT RESOLVED:

506
Resolution No. 2025-

Page 2 of 4 ends

Section 1. This Resolution incorporates, and by this reference makes a part hereof, that certain Small Lot Tentative Subdivision Map for the Parkwood Project, substantially in the form on file with the Community Development Director, relative to the proposed development of the Parkwood Project on certain real property consisting of 20.9 acres located in the western portion of Village 1 (APN 021 -274-071), which is part of the Village 1 Specific Plan area and within the incorporated area of the City of Lincoln.

Section 2. Pursuant to Section 66474 of the Subdivision Map Act, the Planning Commission hereby finds and determines as follows:

a. The Small Lot Tentative Subdivision Map for the Parkwood Project is consistent with the Lincoln General Plan and the Village 1 Specific Plan becau se the Tentative Subdivision Map provides for the subdivision of the plan area in preparation of development in accordance with the General Plan land use designations. Consistent with the General Plan Land Use Element and the Village 1 Specific Plan, the s pecific lots are identified for Village Medium Density Residential (VMDR) that will help meet the City's housing needs for projected future growth. This planned development will be supported by adequate public services and utilities.

b. The design or improvement of the proposed subdivision of the Parkwood Project is consistent with the General Plan and Village 1 Specific Plan because adequate infrastructure and services will be extended to the property and available to serve the demand for services generated by the residential development, including water, sanitary sewer, storm drain facilities, dry utilities and roadways. The Developer will work with the Police Department to ensure adequate security measures are incorporated into the Project. The Developer wi ll install fire protection measures and emergency access in accordance with the City's standards.

c. The site is physically suitable for the types of development proposed for the Parkwood Project because the proposed lot configuration is designed to avoid se nsitive vegetation and wildlife resources. An erosion control plan, a complete drainage system plan, and a water quality control plan shall be prepared and incorporate National Pollutant Discharge Elimination System ("NPDES") requirements to protect water quality. The proposed subdivision will include adequately sized and properly aligned culverts at all drainage crossings in accordance with City standards to prevent blockage of high flows and associated erosion. Each phase of project construction will addr ess 100-year and 200 -year flood conditions as appropriate. With respect to sensitive vegetation and wildlife resources, extensive open space and habitat areas are included in the Project and will be preserved and maintained to avoid or mitigate impacts to such resources.

d. The site is physically suitable for the proposed density of development as discussed in Finding c. above.
507
Resolution No. 2025-

Page 3 of 4 ends

e. Pursuant to the requirements of the Central Valley Flood Protection Act of 2008, the City Council finds that the property is located within a watershed with a contributing area of 10 or fewer square miles, as determined by the City.

f. The design of the subdivision or the proposed improvements are not likely to cause substantial environmental damage or substantially and unavoidably injure fish or wildlife or their habitat because potential Parkwood Project impacts related to the environment will be mitigated to less -than-significant levels, where feasible, in addition to other specific measures set forth above in Finding c.

g. The design of the subdivision or the type of improvements is not likely to cause serious public health problems since water, sewer, police, fire and solid waste services will be adequately provided to the development.

h. The design of the subdivision or the type of improvements will not conflict with easements, acquired by the public at large, for access through our use of property within the proposed subdivision. Adequate open space is located immediately adjacent to the residential development and will be accessible to the public.

i. The Parkwood Project area is not subject to a contract entered into pursuant to the California Land Conservation Act of 1965.

Section 3. The Small Lot Tentative Subdivision Map for the Parkwood Project is subject to the conditions set f orth in Exhibit A, attached hereto and incorporated by this reference. These conditions support the findings made by this City Council set forth herein.

Section 4. Based on the findings set forth in this Resolution, and evidence in the Staff Report, the City Council hereby approves the Small Lot Tentative Subdivision Map for the Parkwood Project, substantially in the form on file with the Community Development Director, subject to the attached exhibits.

PASSED AND ADOPTED this 28th day of October, 2025 by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:

___________________________
Holly Andreatta, Mayor
508
Resolution No. 2025-

Page 4 of 4 ends

ATTEST:

Hope Ithurburn, City Clerk

Exhibits:

A. Small Lot Tentative Subdivision Map Conditions of Approval B. Parkwood Small Lot Tentative Subdivision Map Plan Set (Sheets 1 through 4), dated September 30, 2025

509
SUBJECT:

Receive a Presentation and Hold a Public Hearing on the 2026-2030 Consolidated Plan. (Nita Wracker)
SUBMITTED BY:

Sonja Dillree
DEPARTMENT:

Finance
DATE:

October 28, 2025

Item Number 12.B

STAFF RECOMMENDATION:

Staff recommends Council conduct a public hearing to gather comments on the 2026-2030 Consolidated Plan.

BACKGROUND/INTRODUCTION:

In the Fall of 2023 the U.S. Department of Housing and Urban Development (HUD) notified the City that it had been award entitlement status for Community Development Block Grant (CDBG) Program funds. CDBG Entitlement funds are allocated through the Federal budget process on an annual basis. Allocated funds do not accumulate from year to year and entitled funds must the spent in accordance with an accepted Consolidated Plan / Action Plan developed through citizen participation.

The intent of this public hearing is to collect input on housing and community development challenges and needs in the city of Lincoln to help inform how the City will administer the Community Development Block Grant (CDBG) program, which is funded through the U.S.

Department of Housing and Urban Development (HUD) under Title I of the Housing & Community Development Act of 1974, as amended.

FINDINGS/ANALYSIS:

The City anticipates receiving approximately $240,000 in housing and community development funds from HUD in 2026. Prior to receiving those funds, the City must develop a Consolidated Plan, which sets priorities for allocating those funds among housing and community development eligible activities (e.g., public services, economic development initiatives, and infrastructure improvements). This public hearing will also allow participants to review and comment on the City’s Citizen Participation Plan, which outlines how the City will engage the community during the development of the Consolidated Plan.

The Consolidated Plan is designed to help local jurisdictions assess affordable housing needs and market conditions, and to make data-driven, place-based investment decisions. The consolidated planning process serves as the framework for a community-wide dialogue to

STAFF REPORT
510
identify housing and community development priorities that align and focus funding from the Community Planning and Development (CPD) formula block grant programs, including the CDBG program.

ATTACHMENTS:

Attachment 1 - 2026-30 Consolidated Plan Public Hearing #1 Presentation.pdf Attachment 2 - Draft Citizen Participation Plan.pdf
511
2026-30 Consolidated
Plan Public Hearing #1
City of Lincoln, CA
Denver, Colorado 80203
970.880.1415 x (104)
[email protected]
TUESDAY, OCTOBER 28, 2025

PRESENTED BY
Frankie Lewington, Senior Associate
512
2 Agenda
● Introductions
● Consolidated
Plan Overview
● Public Hearing
– Citizen
Participation
Plan overview/
comments
– Your input on
1) top needs
and 2) funding
priorities
Photo credit: Downtown Lincoln Association
513
3 Introductions
Q u e s ti o n s a n d c o m m e n t s
w e l c o m e t h r o u g h o u t t h e
d e v e l o p m e n t of t h e p l a n !
Who we are and how to reach us:
● Root Policy Research,
[email protected]; 970-880-1415
● City of Lincoln
[email protected]

514
4 Introductions
Q u e s ti o n s a n d c o m m e n t s
w e l c o m e t h r o u g h o u t t h e
d e v e l o p m e n t of t h e p l a n !
To ensure that everyone in
attendance has a chance to voice
their opinion, thoughts, and
comments:
● We will call on all attendees to see
if they have any comments after
the presentation.
● You may share comments verbally
(keep to 3 minutes).
● If you have very detailed
comments about programs, or
more to say, please contact one of
us by email. This will give everyone
an equal chance to voice their
comments.
515
5 Consolidated
Plan Overview
A planning document required by the
U.S. Department of Housing and
Urban Development (HUD) every 5
years as a condition of receiving
housing and community development
funding.

It uses a combination of data and
community outreach to determine the
top housing needs, community
development concerns, and gaps in
supportive services for low to
moderate income households.
516
6 Consolidated Plan Overview
Project components:

Housing needs assessment
Housing market analysis
Strategic Plan and Action Plan
Community engagement
517
7 Community Engagement
Stakeholder engagement
▪ HUD requires consultations with specific organizations (e.g., local public housing authority, housing service organizations) One (1) in-person open house
▪ Community event to learn more about the Consolidated Plan process and opportunity to provide input on the plan through several different activities.
▪ Wednesday, October 29th — drop in anytime between 3-7pm. ▪ The event is taking place in the Willow Room at the
Lincoln Public Library, 485 Twelve Bridges Drive, Lincoln, CA 95648
518
8 Community Engagement
Two (2) public hearings
HUD requirement—one public hearing during the development of the Plan and one during the 30-day comment period
▪ 1st public Hearing—This evening, Tuesday, October 28th, 2025 ▪ 2nd Public Hearing—Spring 2026 during the 30-day public comment period
519
9 What funding will the City
receive?
Community Development Block Grant (CDBG). The
main objective of the CDBG program is to develop viable urban communities by providing decent housing, a
suitable living environment, and expansion of economic
opportunity.

The City anticipates receiving approximately $240,000
for the upcoming program year; an exact allocation
amount is expected to be announced in spring 2026.
520
10 CDBG Eligible Activities
Acquisition of real property
Relocation and demolition
Rehabilitation of residential
and non-residential
structures
Construction of public
facilities and other public
improvements (e.g., water
system upgrades, sewer,
streets, flood control)
Activities relating to
energy conservation and
renewable energy
resources
Public services (e.g.,
child care, health care,
education programs)
Economic development
and job creation/
retention activities
521
11 Citizen Participation Plan
A Citizen Participation Plan outlines how a jurisdiction will engage its residents in the development and review of its five- year Consolidated Plan, including:
● How the jurisdiction will encourage participation in the development of the plan;
● Who the jurisdiction will engage with and how input is reflected in the Consolidated Plan; and
● Information on public hearings, comment periods, accessing records, and noticing requirements.
522
12 Citizen Participation Plan
The Citizen Participation Plan is available for review at:

CDBG | City of Lincoln
https://www.lincolnca.gov/business-and-development/planning-and- development/cdbg/
Please send any comments on the Citizen Participation Plan by Friday, November 14th at 5pm to [email protected] or written comments can be sent to:

City Manager’s Office
City of Lincoln
600 6th Street
Lincoln, CA 95648 523
13 Discussion
Questions
● Any feedback or comments on the Citizen
Participation Plan?
● In your opinion, what is the single most
important issue contributing to unmet
housing needs?
● In your opinion, what is the single most
important issue contributing to unmet
community and economic development
needs?
● What outcomes would you like to see
prioritized as a result of this plan?
524
Public Hearing
525
15 Next Steps
● Stakeholder engagement through
February 2026
● Plan development through March
2026
● 30-day public comment period and
second public hearing in spring
2026
● Submission of the Consolidated
Plan and Annual Action Plan to HUD
by May 15, 2026
526
16 Contact us!
Q u e s ti o n s a n d c o m m e n t s
w e l c o m e t h r o u g h o u t t h e
d e v e l o p m e n t of t h e p l a n !
Who we are and how to reach us:
● Root Policy Research,
[email protected]; 970-880-1415
● City of Lincoln
[email protected]

527

CITY OF LINCOLN, CA 2026-2030 CITIZEN PARTICIPATION PLAN—DRAFT PAGE 1 City of Lincoln, California Citizen
Participation Plan – DRAFT
Introduction
The City of Lincoln (City), as an entitlement community, is eligible to receive Community Development Block Grant (CDBG) funds from the U.S. Department of Housing and Urban Development (HUD). This Citizen Participation Plan (CPP) provides for and encourages citizen participation in the CDBG program process and has been developed to comply with the regulations of the CDBG program as administered by HUD.

The Consolidated Plan is a HUD requirement for a city to receive federal housing and community development funding. The Consolidated Plan report examines the housing and community development needs of a city, sets priorities for HUD resources to which a city is entitled, identifies the city’s performance in meeting its goals, and establishes a strategic plan for meeting current and future needs. Each Consolidated Plan is also required to have a strategy for citizen participation in the Consolidated Planning process.

This document constitutes the Citizen Participation Plan for the City of Lincoln Consolidated Plan. The CPP describes how citizens will participate in four programmatic areas for the 2026 to 2030 program years:
 Development of the Consolidated Plan,
 Substantial amendments made to the Consolidated Plan,  Development of the Annual Action Plan, and
 Development of the Consolidated Annual Performance and Evaluation Report (CAPER).

As required by 24 CFR 91.100 and 91.105, the City of Lincoln, California, is required by the U.S. Department of Housing and Urban Development (HUD) to develop and follow its Citizen Participation Plan, which sets forth the City’s policies and procedures for public involvement in the Consolidated Plan process and the use of the Community Development Block Grant (CDBG) program. This Citizen Participation Plan is adopted in compliance with Section 104(a)(3) of the Housing and Community Development Act of 1974 and Title 24 of the CFR, Subtitle A, Part 91.

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CITY OF LINCOLN, CA 2026-2030 CITIZEN PARTICIPATION PLAN—DRAFT PAGE 2 Primary Objectives
The primary objectives of the City’s Citizen Participation Plan are to:
 Encourage citizen participation in the development of the Five-Year Consolidated Plan, the Annual Action Plan, the Consolidated Annual Performance Evaluation Report, and substantial amendments with emphasis on participation from individuals and households identified as low to moderate income, at-risk of or experiencing homelessness, those residing in areas where funding will be utilized, and residents with special needs. The City will also consult stakeholders and partner organizations, especially those in the fields of community and economic development, affordable housing, natural hazards risk, and digital/broadband.
 Provide citizens with reasonable and timely access to meetings, information and records relating to the City’s plan for utilizing funding in addition to allowing reasonable opportunity to comment on the Five-Year Consolidated Plan, the Action Plan, the Citizen Participation Plan, the Consolidated Annual Performance and Evaluation Report, and substantial amendments.
 As requested, provide technical assistance to groups representative of persons of low to moderate income populations who plan to apply for block grant funding.  Provide public hearings to obtain citizen and stakeholder views and to provide an opportunity to comment on the proposed draft plans and funding allocations.  Provide substantive written response to every written citizen complaint within fifteen (15) working days of receiving statement (where practicable).  Endeavor to meet the needs of non-English speaking and Limited Language Proficiency (LEP) residents in the case of public hearings where a significant number of non-English speaking and/or LEP residents can be reasonably expected to participate.

When requested no later than five days prior to a public hearing, appropriate provisions will be determined and made to accommodate language needs.  Provide public hearings at locations accessible to persons with disabilities and make provisions for persons with disabilities when requests are made at least five days prior to the hearing.
 Provide options for virtual, as well as in-person hearings, to allow for convenient and inclusive participation by residents and stakeholders and in the event of a national, state or local declared emergency that limits the ability for in-person meetings.

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CITY OF LINCOLN, CA 2026-2030 CITIZEN PARTICIPATION PLAN—DRAFT PAGE 3 Glossary
CAPER: The Consolidated Annual Performance and Evaluation Report, as required by HUD regulations, reports the City’s completion of projects and activities as outlined within the Action and Consolidated Plans and the expenditure of Community Development Block Grant (CDBG) funds at the end of the program year.

Consolidated Plan: A five-year plan of the City’s Housing and Community Development needs, resources, priorities, and proposed activities to be undertaken for the CDBG program.

Action Plan: The yearly portion of the Consolidated Plan that identifies the specific activities and projects to be undertaken with CDBG resources during that funding/program year by the City.

CDBG: The Community Development Block Grant Program, as established under Title 1 of the Housing and Community Development Act of 1974, Public Law 93-383, and the funding received under such program assists communities to address housing and community development needs, primarily for low- and moderate-income residents.

Median Family Income (MFI): HUD surveys major metropolitan areas annually to develop an index of median family income by household size.

Low- and Moderate-Income Households: Pursuant to HUD regulations, the primary beneficiaries of the CDBG program should be low- and moderate-income households, defined by HUD as follows:
• Extremely Low-Income: 0-30% Sacramento-Roseville-Arden-Arcade Metropolitan Statistical Area (MSA) Median family income (MFI) adjusted for household size. • Low-Income: 31-50% Sacramento-Roseville-Arden-Arcade MSA MFI adjusted for household size.
• Moderate-Income: 51-80% Sacramento-Roseville-Arden-Arcade MSA MFI adjusted for household size.

Low- and Moderate-Income Neighborhood: Generally defined as a census tract(s) or block group(s) in which a minimum of 51 percent of the residents have an income not exceeding 80 percent of the area median family income.

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CITY OF LINCOLN, CA 2026-2030 CITIZEN PARTICIPATION PLAN—DRAFT PAGE 4 Encouragement of Community Participation
The City of Lincoln encourages all residents to participate in the development of its Consolidated Plan, any substantial amendments to the Consolidated Plan, Annual Action Plan, and the Comprehensive Annual Performance and Evaluation Reports (CAPER). The City especially encourages participation by low- and moderate-income residents, particularly persons living in areas designated as a revitalization area, slum, or blighted area by the City, as well as living in areas where CDBG funds are proposed to be used and by residents of predominantly low- and moderate-income neighborhoods. Additionally, populations who have historically experienced exclusion, including racial and ethnic minorities, limited English proficient individuals, and individuals with disabilities are encouraged to participate in the development of the Consolidated Plan.

During the development of the Consolidated Plan, the City will encourage the participation of:
 Local and regional institutions;
 Placer County Housing Authority;
 Low-income residents;
 Public and private agencies (including businesses, developers, non-profit organizations, philanthropic organizations, and community and faith-based organizations) that provide housing, health, and social services including those that provide services to children, the elderly, people living with disabilities, people living with HIV/AIDS, people experiencing substance abuse/chemical dependency issues, survivors of domestic violence, and people experiencing homelessness;  State and local health and child welfare agencies (regarding lead-based paint);  Units of local government in Placer County, including City and County planning agencies;
 Appropriate offices of state government; and
 Local neighborhood and resident groups.

The City may use the following general strategies and techniques to reach target populations to encourage the development of the Consolidated Plan:
 Promote resident input opportunities through various sources, such as social media, web links, local public access channels, emails, or postings.  Use the Internet to access those residents least likely or unable to participate in public hearings. The Internet will provide convenient access for all residents to participate in the development of the Consolidated Plan.
 Solicit views of nonprofit and service agencies.
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CITY OF LINCOLN, CA 2026-2030 CITIZEN PARTICIPATION PLAN—DRAFT PAGE 5  Hold public meetings at fully accessible locations.
 Encourage residents of publicly supported and subsidized housing developments to participate in the development and implementation of the Consolidated Plan. The City may provide information to relevant parties about Consolidated Plan activities so that this information can be shared with tenants.

Resident Comment on the Citizen Participation Plan and
Amendments
The City of Lincoln will provide residents with a reasonable opportunity to comment on the original Citizen Participation Plan (CPP) and on substantial amendments to the CPP and will make the CPP public. The comment period will be no less than 15 days following a public notice advertised in the publication designated by the City of Lincoln for legal notices. The CPP will be provided, upon request, in a format accessible to persons living with disabilities.

Assessing the City of Lincoln’s Language Needs
In determining the need for translation notices and other vital documents, the City will evaluate the impact of translation for people with limited English proficiency (LEP) in the city of Lincoln. Throughout the development of the Consolidated Plan, particular attention will be paid to reaching LEP residents by conducting surveys and focus group meetings.

Further, all public hearings will include the availability of an interpreter if notified at least five days in advance of the hearing or if a significant number of non-English speaking residents are expected to participate at the hearing.

Development of the Consolidated Plan and Annual Action
Plan
This document outlines how members of the Lincoln community may participate in the development and review of the City’s Five-Year Consolidated Plan; each annual Action Plan; each Annual Performance Report; and any substantial amendments to a Consolidated Plan and/or Action Plan. The City of Lincoln’s program/fiscal year begins on July 1 and ends June

30. The City is responsible for implementing and reporting on all aspects of the Consolidated Plan process.

The annual timeline to develop the Consolidated Plan and/or Action Plan and the CAPER schedule is highly dependent upon the federal government’s budget cycle, and specifically the allocations to HUD as approved by the U.S. Congress and the President. The following schedule provides a sample timeline for the development of the City’s plans if Congress allocates a budget in September preceding the start of the program year.

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CITY OF LINCOLN, CA 2026-2030 CITIZEN PARTICIPATION PLAN—DRAFT PAGE 6 City of Lincoln Citizen Participation Plan Annual Schedule

As soon as feasible after the start of the public participation process, the City of Lincoln will make the HUD-provided data and any other supplemental information that the City plans to incorporate into the Plan available to its residents, public agencies, and other interested parties.

Before adopting a Consolidated Plan, the City will make available to residents, public agencies, and other interested parties, information that includes the amount of assistance the City expects to receive (including grant funds and program income) and the range of activities that may be undertaken, including the estimated amount that will benefit low- and moderate-income persons. This information will be provided early in the planning process through public notices, posting to the City’s website, and public hearings/meetings.

A notice will be advertised in the publication designated by the City of Lincoln for legal notices to inform the public that a draft Consolidated Plan is available for review and is subject to public comment. The notification will provide a summary of the documents and will describe the content and purpose of the particular plan(s). The notice will also be posted on the City’s website and emailed to a list of community organizations, agencies, and other groups. The public notice will state that copies of the proposed Plan(s), in its(their) entirety, will be available for review on the City’s website and that free copies will be provided to residents and groups, as requested, at:

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CITY OF LINCOLN, CA 2026-2030 CITIZEN PARTICIPATION PLAN—DRAFT PAGE 7 City Manager’s Office
City of Lincoln
600 6th Street
Lincoln, CA 95648
All comments or views of residents received in writing or orally at public hearings shall be considered in the preparation of the final Consolidated Plan. A summary of these comments or views, and a summary of any comments or views not accepted and the reasons therefore shall be attached to the final Consolidated Plan.

Consolidated Plan Amendments
Criteria for Amendments to the Consolidated Plan. The City of Lincoln defines a substantial amendment to the Consolidated Plan/Annual Action Plan whenever one or more of the following criteria has been met:
 Changes its allocation priorities of funds;
 Carrying out an activity, using CDBG funds not previously described in the action plan; or
 Changes the purpose, scope, location, or beneficiaries of an activity.

A public comment period will be provided before any substantial amendment is implemented. Notice of the public comment period will be published in the Lincoln News Messenger and posted on the City of Lincoln website. The comment period will be no less than 30 days following publication of the legal ad. All comments or views of residents received in writing or orally at public hearings shall be considered in the preparation of substantial amendments. A summary of these comments or views, and a summary of any comments or views not accepted and the reasons therefore shall be attached to the substantial amendment for submission.

Comprehensive Annual Performance and Evaluation Report
(CAPER)
At the end of each program year, a Comprehensive Annual Performance and Evaluation Report (CAPER) must be submitted to HUD. The CAPER gives an actual account of activities and details how the City of Lincoln maintained and expended funds for that program year.

A 15-day public comment period will be held to receive comments on the CAPER draft before it is submitted to HUD. Notice of the public comment period will be published in the Lincoln News Messenger and posted on the City of Lincoln’s website two weeks prior to the start of the comment period. All comments or views of residents received in writing or orally at public hearings shall be considered in the preparation of the CAPER. A summary of these comments or views shall be attached to the CAPER for submission to HUD. 534

CITY OF LINCOLN, CA 2026-2030 CITIZEN PARTICIPATION PLAN—DRAFT PAGE 8 Standards for Public Notice
Notice shall be provided to the public via city website and will also be published twice in the Lincoln News Messenger at least two consecutive weeks prior to any hearing date.

Notice of hearings must be sufficiently detailed to allow for residents to identify the content of the hearing with recognized programs or services and must also provide information listing the locations at which complete copies of any plans or reports can be found (library, city or county website, other public locations, etc.). A reasonable number of free copies will be provided and in a format accessible to persons living with disabilities and in non-English translations, upon request. The time required for public notification is listed below.
 Citizen Participation Plan. Public comment period of 15 days for the original Citizen Participation Plan, commencing on the date that the first public notice appears.  Consolidated Plan. Public hearing before City Council, minimum of 30 days to receive comments, concluding no later than the date the Consolidated Plan is to be submitted to HUD.
 Amendments and Revisions. Public comment period of 30 days, commencing on the date that the first notice appears.
 CAPER. Public hearing before City Council, minimum of 15 days to receive comments, concluding no later than the date the CAPER is to be submitted to HUD.

Public Hearings and Public Comment Period
At least two public hearings will be held each year to provide opportunities for public participation at different stages of the program year. Public hearings are held to obtain the views of residents of the community on housing and community development needs, including priority non-housing community development needs; development of proposed activities; and review of program performance.

One public hearing shall be held before the proposed Consolidated Plan or Annual Action Plan is finalized and submitted to HUD. In years where the City is submitting its Consolidated Plan, the second public hearing will take place during the 30-day comment period in anticipation of submitting the Consolidated Plan to HUD. In all other years of the five-year cycle, the second public hearing shall be held when the draft of the Consolidated Annual Performance and Evaluation Report (CAPER) is prepared.

All public hearings will be advertised in the Lincoln News Messenger for legal notices and posted on the City’s website two weeks prior to the public hearing. Each hearing will include the availability of an interpreter when a significant number of non-English speaking persons are expected to participate in the hearing. If notified at least five days in advance of the public hearing, the City will provide translation, vision, or hearing-impaired services, as needed. A summary of the oral comments and those received in writing shall be 535

CITY OF LINCOLN, CA 2026-2030 CITIZEN PARTICIPATION PLAN—DRAFT PAGE 9 included in any plan or report produced after any hearing, as well as a summary of any comments or views not accepted and the reasons therefore.

Accessibility
All Lincoln residents, especially persons of low- and moderate-income, residents of low- and moderate-income neighborhoods, persons living with disabilities, and persons with limited English-speaking ability are encouraged to contribute input regarding federally- funded activities. No person shall be excluded from participation in the City of Lincoln programs on the grounds of race, color, sex, religion, national origin, familial status, or disability. To encourage equal access in participation for people living with disabilities, all hearings and meetings are held at accessible sites.

Furthermore, materials will be provided in accessible formats—including translation into other languages, if necessary—on the City of Lincoln website. An interpreter may be requested if a significant number of non-English-speaking residents are expected to participate. In addition, if a resident is unable to attend a public hearing due to scheduling conflicts, the resident will be asked to provide a written comment that will then be shared with the City Manager’s Office. The adopted Consolidated Plan, CAPER, and substantial amendments/revisions, will be available on the City of Lincoln’s website at all times and the public will have access to a printed copy, as requested. Reasonable and timely access to information and records relating to the Consolidated Plan and use of assistance under federal programs during the preceding five years will be provided to residents, public agencies, and other interested parties.

Complaints
Residents may provide critical input regarding the City of Lincoln’s Consolidated Plan, Annual Action Plan, CAPER, and proposed substantial amendments at any time. Critical input must include identification of unmet requirements and relevant supporting data and will be considered on the following grounds:
 Stated needs and objectives are inconsistent with available and reliable data;  Stated projects are inappropriate for meeting needs and approved objectives; and/or  Consolidated Plan elements do not comply with federal regulations for the Federal Program.

This critical input must be submitted in written form to:

City Manager’s Office
City of Lincoln
600 6th Street
Lincoln, CA 95648
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CITY OF LINCOLN, CA 2026-2030 CITIZEN PARTICIPATION PLAN—DRAFT PAGE 10 Upon receipt, all said written forms of critical input shall receive a written response within 15 days, where practicable.

Technical Assistance
Where appropriate, City staff shall provide technical assistance to groups representative of persons of low- and moderate-income that request such assistance to comment on the Consolidated Plan and in development proposals for funding assistance under any of the programs covered by the Consolidated Plan. The assistance does not include the provision of funds to the groups. Furthermore, all residents and/or local agency representatives are encouraged to contact City staff with questions about both program guidelines and general community development needs in the city of Lincoln.

Anti-Displacement
Due to the potential liability for longer-term assistance and burdens placed on affected tenants, the City of Lincoln will generally avoid funding projects that involve permanent residential or business displacement. In cases where displacement is absolutely necessary, relocation benefits will be paid in accordance with the Uniform Relocation Act and other applicable federal regulations.

537
SUBJECT:

A Workshop to Discuss a Potential Lincoln Community Awards Program. (Kristine Mollenkopf)
SUBMITTED BY:

Kristi McKenney
DEPARTMENT:

City Attorney's Office
DATE:

October 28, 2025

Item Number 13.A

STAFF RECOMMENDATION:

It is recommended City Council discuss and consider options for a potential award program for the City of Lincoln.

BACKGROUND/INTRODUCTION:

City Council expressed a desire to begin a community awards program where residents, councilmembers and/or city staff could nominate individuals who have gone above and beyond in their duties for an award recognizing their good work. This program would be separate and distinct from the Chamber's Business Excellence Awards, or Gold Country Media's "Best of the Best" awards, instead focusing upon the recognition of individuals who have provided service, improvements and betterment to Lincoln's city government and governance.

FINDINGS/ANALYSIS:

The options for creating such an award program are vast and the purpose of this staff report is to provide a starting point for Council's discussion.

With openness to direction, staff makes the following general recommendations:
1 .

The committee determining the awards should be a discreet team of staff and a councilmember (perhaps the Mayor and/or Vice Mayor) who are in the best position to understand the contributions made by each of the nominees. 2 .

Be wary of any potential conflicts of interest within the selection committee. 3 .

There could be consistent criteria for determining a winner, such as a scoring system. 4 .

Be mindful of any local or state laws regarding employee recognition when it comes to monetary awards or gifts.

Here are some initial ideas to get started with the discussion:

STAFF REPORT
538
Award Categories
Staff proposes three categories for award:
1 .

Community Servant of the Year: An individual or organization who has made significant volunteer contributions to the City.
2 .

Staff person of the Year: A City employee who has gone above and beyond in their service.
3 .

First responder of the Year: Recognizing a police officer or firefighter (and one day paramedic) for an act of bravery or outstanding service. Public Works employees may also be considered as they play a critical role when natural disasters occur.

Nomination and Selection Process
1 .

A first draft of a nomination form is attached. The nomination form should outline the criteria for selecting the winner and ask for specific examples of how the nominee meets the outlined criteria.
2 .

A first draft of a scoring rubric for each potential award category is attached. A scoring rubric should be created for each category to allow for an objective scoring of each nominee.
3 .

One possibility for the selection process would be to interview each nominee, or the last two finalists. There could be some insights that come across better in person than on paper. However, this would significantly increase the amount of time and workload for the committee members as well as the nominees. Additionally, it would remove the anonymity from the process.
4 .

Regardless of who is chosen for awards, all the nominees should be celebrated to foster a positive and appreciative community spirit. Consideration can be given to a perpetual plaque in City Hall that would memorialize the recipients for the foreseeable future.

Other Considerations
The following considerations would also need to be evaluated, but if general direction is provided to staff, these details can be fleshed out by a staff committee under the leadership of the City Manager.
1 .

How will the awards be announced and the awards given? A dinner? A ceremony? Some other kind of event? This decision will largely influence the budget expended for this.
2 .

What is the budget for this and how will it be funded?
3 .

Who is going to be in charge of advertising, collecting nominations, dispersing the nominations to the committee and planning the event?
4 .

What is a reasonable time frame for when to roll it out? 5 .

How long should the nominations be open for?
6 .

When would you like the awards to be awarded?
7 .

Where and how should the award nominations be advertised? Online? Paper? Both? Where would paper forms be available for pick up?

FISCAL IMPACT:

The fiscal impact will be determined largely by where and how the awards will be awarded.

539
ATTACHMENTS:

First Responder Scoring Rubric.docx
Staff Person Scoring Rubric.docx
Community Servant of the Year rubric.docx
Nomination_Form__draft.docx
540
Scoring Rubric 3: First Responder of the Year
Nominee: _________________________ Reviewer: _________________________ Scoring Scale:
 1: Does Not Meet Standard
 2: Partially Meets Standard
 3: Meets Standard
 4: Exceeds Standard
 5: Truly Exceptional
Criteria Score
(1-5)
Comments & Specific
Examples from
Nomination
Performance Under Pressure Demonstrates exemplary
composure, skill, and decision-making in high-stress, critical situations.

Public Service & Community Engagement Engages positively with the community outside of emergency calls; participates in public education or events.

Professionalism & Integrity Adheres to the highest ethical standards; shows respect for all individuals; serves as a model for the department.

Dedication & Commitment Goes above and beyond the call
of duty; demonstrates a deep commitment to protecting and serving the city.

Teamwork & Mentorship Supports fellow responders;
contributes to the team's success; acts as a mentor or trainer to others.

TOTAL SCORE:

541
Overall Reviewer Comments:

Performance
Under Pressure
Public Service &
Community
Engagement
Professionalism
& Integrity
Dedication &
Commitment
Teamwork &
Mentorship
Total

542
Scoring Rubric 2: Staff Member of the Year
Nominee: _________________________ Reviewer: _________________________ Scoring Scale:
 1: Does Not Meet Standard
 2: Partially Meets Standard
 3: Meets Standard
 4: Exceeds Standard
 5: Truly Exceptional
Criteria Score
(1-5)
Comments & Specific
Examples from
Nomination
Job Performance & Excellence Consistently performs job
duties at an exceptionally high level; reliable and
knowledgeable.

Initiative & Innovation Goes beyond the job description; suggests/implements process improvements; finds creative solutions.

Customer Service Provides outstanding service to residents (external) and/or colleagues (internal); is positive and helpful.

Teamwork & Collaboration Works effectively with others; supports colleagues; contributes to a positive work
environment.

Commitment to City Values Embodies the city's mission and values (e.g., integrity, transparency, public service).

TOTAL SCORE:

543
Overall Reviewer Comments:

Job
Performance &
Excellence
Initiative &
Innovation
Customer
Service
Teamwork &
Collaboration
Commitment to
City Values
Total

544
Scoring Rubric 1: Community Servant of the Year
Nominee: _________________________ Reviewer: _________________________ Scoring Scale:
 1: Does Not Meet Standard
 2: Partially Meets Standard
 3: Meets Standard
 4: Exceeds Standard
 5: Truly Exceptional
Criteria Score
(1-5)
Comments & Specific
Examples from Nomination
Community Impact Demonstrates a significant, positive,
and lasting effect on the community or its residents.

Leadership & Initiative Proactively identified a need and took initiative to address it; inspired others to act.

Volunteerism & Selflessness The nominee's service was
performed voluntarily, without expectation of personal
gain.

Character & Integrity Serves as a role model for others; demonstrates honesty, compassion, and respect.

Inspiration The nominee's story or actions are compelling and serve as an inspiration to others in the city.

TOTAL SCORE:

545
Overall Reviewer Comments:

Community
Impact
Leadership &
Initiative
Volunteerism &
Selflessness
Character &
Integrity
Inspiration Total

546
Lincoln Community Excellence Awards Nomination Form
Thank you for taking the time to nominate a deserving individual for one of our City’s annual awards. Your thoughtful nomination helps us recognize the people who make our community a better place to live and work.

Submission Deadline: [Insert Date, e.g., November 15, 2025] Submit To: [Insert Email Address or Physical Address, e.g., [email protected]]

Section A: Nominee Information
 Nominee's Full Name: _________________________
 Nominee's Phone Number (Optional): _________________________  Nominee's Email Address (Optional): _________________________  For Staff/First Responder, Department/Agency: _________________________

Section B: Nominator Information
 Your Full Name: _________________________
 Your Phone Number: _________________________
 Your Email Address: _________________________
 Your Relationship to the Nominee: (e.g., Colleague, Resident, Supervisor, etc.) _________________________

Section C: Award Category (Please select one)
 [ ] Community Servant of the Year: Recognizes a resident who has made a significant, positive impact on the community through volunteerism, leadership, or acts of service.  [ ] Staff Member of the Year: Recognizes a non-sworn city employee who has demonstrated outstanding performance, innovation, and dedication to public service.  [ ] First Responder of the Year: Recognizes a sworn police officer, firefighter, or EMT/paramedic for exemplary service, bravery, and commitment to public safety.

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Section D: Nomination Justification
This is the most important part of the nomination. Please be as specific as possible and provide concrete examples.

1. Summary of Contribution: In 2-3 sentences, please summarize why this individual deserves this award. * Example: "Jane Doe organized the 'Clean Our Parks' initiative, which mobilized over 200 volunteers and removed 3 tons of trash from public spaces, dramatically improving our city's environment."

2. Detailed Description: Please provide specific examples of the nominee's actions, achievements, or contributions relevant to the award category. How have they gone above and beyond? What makes them stand out? (Please attach a separate page if needed).

______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________

3. Impact: Describe the impact of the nominee's contributions on the community, the city organization, or public safety. Who has benefited from their work? Is the impact short-term or long-lasting?

______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ Section E: Supporting Documents (Optional)
You may attach up to two supporting documents, such as letters of support (from different individuals), news articles, or photos.

Thank you for your submission!

548
SUBJECT:

Adopt a Resolution Approving the Issuance of the City of Lincoln

Community Facilities District No. 2019-1
(Independence at Lincoln) Special Tax Bonds, Series 2025 (the "Bonds"). (Nita Wracker)
SUBMITTED BY:

Nita Wracker
DEPARTMENT:

Finance
DATE:

October 28, 2025

Item Number 13.B

STAFF RECOMMENDATION:

Staff Recommends the City Council adopt a resolution to approve the issuance of the City of Lincoln

Community Facilities District No. 2019-1 (Independence at Lincoln) Special Tax Bonds, Series 2025 (the “Bonds”).

BACKGROUND/INTRODUCTION:

The Mello-Roos Community Facilities Act of 1982 (the “Act”) was adopted by the State of California as a method for financing infrastructure improvements and services. The Act has been frequently used throughout the State to finance infrastructure improvements, especially those associated with new developments.

In 2019, the City Council formed City of Lincoln Community Facilities District No. 2019-1 (Independence at Lincoln) (the “District”) pursuant to the Act to finance certain public capital improvements required for the development of the proposed project within the District and certain improvements eligible for construction from development impact fees. The project within the District is called “Independence at Lincoln.” The District is generally located along the south line of Nicolaus Road, east of Nelson Lane and west of Lakeside Drive in the City.

The project is a 194 acre master-planned residential community has been approved for 591 single family low and medium density homes within six neighborhoods. The project is also planned to include passive open space, parks and other public facilities. The Master Developer has conveyed all property planned for residential development in the District to three merchant builders - Richmond American Homes of Maryland, Inc., Tri Pointe Homes Holdings, Inc. and D.R. Horton CA2, Inc. (collectively, the “Builders”). Richmond American and D.R. Horton have completed their respective developments within the District and no longer own any property within the District. Tri Pointe is currently the only active homebuilder within the District.

In 2022, the District issued the first series of bonds, the $13,225,000 City of Lincoln

STAFF REPORT
549
Community Facilities District No. 2019-1 (Independence at Lincoln) Special Tax Bonds, Series 2022.

This item is to approve the issuance of special tax bonds Bonds, a portion of the proceeds of which will be applied to pay the acquisition price of public improvements constructed by the Master Developer to serve the projects in the District.

FINDINGS/ANALYSIS:

As of September 1, 2025 date of value of the appraisal report presented at this meeting, the Builders had completed and conveyed 412 of the 591 planned homes to individual homeowners. Such closed homes consist of 122 homes conveyed by Richmond American and 195 homes conveyed by D.R. Horton. As of September 1, 2025, Tri Pointe has conveyed 95 homes in the District to individual homeowners. As of such date, the property in the District consisted of finished lots, homes under construction and completed homes. The following table summarizes the number of homes closed, homes under construction and finished lots within the District as of September 1, 2025.

Tax Zone
Homes Closed
to Individual
Homeowners
Homes Under
Construction
/Completed Homes
Finished
Lots
Totals
D.R. Horton
195
--
--
195
Richmond American
122
--
--
122
Tri Pointe
95 33
139
274
Total Residential Units
412
33 293
591

Tri Pointe is continuing to build and sell homes in the District, with different projections for closeout of their projects as described in the Preliminary Official Statement presented at this meeting.

The Bonds are estimated to be issued in the principal amount of approximately $9,165,000 with a final maturity of September 1, 2055 (approximately 30-year financing term). The final structure and payment schedule will be determined when the Bonds are priced and sold, which is expected to be in early November 2025. The closing is scheduled to occur approximately two weeks after pricing the Bonds. The Bonds are being sized based on Special Taxes generated solely from property that has been issued a building permit as of June 1, 2025. A third series of bonds is planned in the future as development progresses.

The Fiscal Year 2025-26 estimated Special Tax levy on homes within the District range from $2,001 to $3,194 depending on tax zone a home is located in (which rates also generally correspond to home size). Such rates increase at 2.0% per year. As required under Section 5852.1 of the California Government Code, the good faith estimates as provided by the Municipal Advisor and Underwriter are set forth below.

Principal Amount.

The Municipal Advisor has informed the District that, based on the District’s financing plan and current market conditions, its good faith estimate of the aggregate principal amount of the Bonds to be issued and sold is $9,165,000 (the “Estimated Principal Amount”). Such Estimated Principal Amount net of original issue discount amount would produce approximately $9,153,101 of gross proceeds.
550
True Interest Cost.

The Municipal Advisor has informed the District that, assuming that the Estimated Principal Amount of the Bonds is issued and sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the true interest cost of the Bonds, which means the rate necessary to discount the amounts payable on the respective principal and interest payment dates to the purchase price received for the Bonds, is 5.11%.

Finance Charge.

The Municipal Advisor has informed the District that, assuming that the Estimated Principal Amount of the Bonds is issued and sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the finance charge for the Bonds, which means the sum of all fees and charges paid to third parties (or costs associated with the Bonds), is $420.000.

Amount of Proceeds to be Received
. The Municipal Advisor has informed the District that, assuming that the Estimated Principal Amount of the Bonds is issued and sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the amount of proceeds expected to be received by the District for sale of the Bonds, less the finance charge of the Bonds, as estimated above, and any reserves or capitalized interest paid or funded with proceeds of the Bonds, is $7,905,893.

Total Payment Amount.

The Municipal Advisor has informed the District that, assuming that the Estimated Principal Amount of the Bonds is sold, and based on market interest rates prevailing at the time of preparation of such estimate, its good faith estimate of the total payment amount, which means the sum total of all payments the District will make to pay debt service on the Bonds, plus the finance charge for the Bonds, as described above, not paid with the proceeds of the Bonds, calculated to the final maturity of the Bonds, is $19,702,400, which excludes any reserves or capitalized interest funded or paid with proceeds of the Bonds (which may offset such total payment amount).

Approval of the resolution presented approves the preparation, form of, and/or authorizes the execution and delivery of the following documents:

Preliminary Official Statement
: The Preliminary Official Statement (the "POS") is the "offering document" for the Bonds. The POS describes the District, the Bonds, the proposed development within the District, and any other information that would be material to a prospective investor's decision on whether to purchase the Bonds.

First Supplement to Bond Indenture
: The Bond Indenture is a contract between the
District and U.S. Bank Trust Company, National Association, as the appointed Trustee for the Bonds. This agreement contains terms of the Bonds, including, but not limited to, the payment and redemption provisions, the pledge of revenues to pay Bonds, rights and duties of the Trustee, remedies upon a default in the payment of the Bonds, and other related matters. The Firs Supplement supplements the Bond Indenture originally entered into in connection with the first series of Bonds in 2022 and contains provisions relating directly to the terms of the 2025 Bonds.

Continuing Disclosure Certificate
: Executed for the benefit of bondholders, the
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Continuing Disclosure Certificate obligates the District to file an annual report each Fiscal Year which includes, among other things, the most recent audited financial statements of the City and financial data relating to the District. The District is also required to report certain significant events to bondholders if they occur.

Bond Purchase Agreement
: Under the Bond Purchase Agreement, the District agrees to sell the Bonds to the underwriter, and the underwriter agrees to purchase the Bonds, subject to typical closing conditions. City staff, the City's Municipal Advisor, and Bond Counsel will sign off on the final pricing of the Bonds before the Bond Purchase Agreement is executed.

Bond Counsel and the City Attorney have reviewed the attached financing documents on behalf of the City.

If this resolution is approved, City staff will continue working with the financing team to finalize all of the documents mentioned above.

ENVIRONMENTAL REVIEW:

The Independence development previously receive all approval required pursuant to to the California Environmental Quality Act (“CEQA”), as codified at Public Resources Code
§§
21000,
et seq
.>.

FISCAL IMPACT:

The Bonds are paid from Special Taxes levied in the District. There is no fiscal impact on the City's General Fund. The City will, however, be required to provide administration for the District. City administration costs are funded as part of the annual Special Tax levy.

ATTACHMENTS:

Resolution of Issuance 4937-5859-4408_4.docx
First Supplement to Bond Indenture, 4933-9733-7447_6.docx Preliminary Official Statement, 4900-0930-1096_6.docx
Bond Purchase Agreement - City of Lincoln CFD 2019-1 (Independence at Lincoln) 2025 Bonds.docx
Appraisal - City of Lincoln CFD No. 2019-1 (Independence at Lincoln).pdf 552

4937-5859-4408v4/024161-0012
RESOLUTION NO. 2025-___

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LINCOLN, CALIFORNIA,

ACTING AS THE LEGISLATIVE BODY OF CITY OF LINCOLN COMMUNITY FACILITIES DISTRICT NO. 2019-1 (INDEPENDENCE AT LINCOLN ) AUTHORIZING THE ISSUANCE OF ITS SPECIAL TAX BONDS, SERIES 2025 IN A PRINCIPAL AMOUNT NOT TO EXCEED ELEVEN MILLION DOLLARS ($11,000,000) AND

APPROVING CERTAIN DOCUMENTS AND TAKING CERTAIN OTHER ACTIONS IN

CONNECTION THEREWITH
WHEREAS, on August 27, 2019, the City Council (the “City Council”) of the City of Lincoln (the “City”), adopted Resolution 2019-197 stating its intention to form City of Lincoln Community Facilities District No. 2019 -1 (Independence at Lincoln) (“CFD No. 2 019-1” or the “District” ) pursuant to 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 (the “Act”); and WHEREAS, after a public hearing, on October 8, 2019, the Council adopted Resolution Nos. 2019-230, 2019-231 and 2019-232 which formed the District and called a special election for October 8, 2019 within the District on propositions relating to the levying of a special tax, the incurring of bonded indebtedness in a principal amount not to exceed $ 30,000,000 and the establishment of an appropriations limit for the District, which were approved by more than two - thirds vote by the qualified electors on October 8, 2019; and

WHEREAS, subsequent to the f ormation of the District, the District received a petition signed by an owner of the land within the boundaries of the District to amend the rate and method of apportionment of special tax of the District (the “Amended RMA”); and WHEREAS, on March 9, 2021, the City Council , acting as the legislative body of Community Facilities District No. 2019-1, adopted Resolution No. 2021-34, stating its intention to consider the approval of the Amended RMA; and
WHEREAS, after a public hearing, on April 27, 2021, the City Council adopted Resolution No. 2021-74 which called a special election for April 27, 2021 within the District on the proposition relating to the approval of the Amended RMA, which was approved by more than two-thirds vote by the qualified electors on April 27, 2021; and
WHEREAS, the District has previously issued its $13,225,000 Special Tax Bonds, Series 2022 (the “2022 Bonds”) to finance certain public facilities which the District was authorized to finance (the “Facilities”); and
WHEREAS, the 2022 Bond s were issued pursuant to a Bond Indenture dated as of December 1, 2022 (the “Original Indenture”), by and between the District and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”); and WHEREAS, the legislative body of the District desires to finance certain additional Facilities through the issuance of a second series of bonds in an aggregate principal amount not to exceed $11,000,000 designated as the “City of Lincoln Community Facilities District No. 2019- 1 (Independence at Lincoln) Special Tax Bonds, Series 2025” (the “2025 Bonds”); and WHEREAS, in order to effect the issuance of the 2025 Bonds, the District desires to enter into various agreements and approve certain documents in substantially the forms presented 553

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herein; and
WHEREAS, based on the appraisal of real property prepared by Integra Realty Resources (the “Appraisal”) of certain property within the District, and the full cash value as shown on the ad valorem assessment roll of the County of Placer with respect to property in the District not appraised in the Appraisal, the value of the real property in the District subject to the special tax to pay debt service on the 2025 Bonds is more than three times the sum of the principal amount of the 2025 Bonds and the principal amount of all other bonds outstanding that are secured by a special tax levied pursuant to the Act or a special assessment levied on property within the District (including the 2022 Bonds) as calculated in the manner set forth in Section 53345.8(a) of the Act; and
WHEREAS, the City Council has determined in accordance with Section 53360.4 of the Act that a negotiated sale of the 2025 Bonds to Piper Sandler & Co. (the “ Underwriter”) in accordance with the terms of the Bond Purchase Agreement for the 2025 Bonds to be entered into by the District and the Underwriter (the “Bond Purchase Agreement”) approved as to form by this City Council herein will result in a lower overall cost to the District than a public sale;

NOW, THEREFORE, THE CITY COUNCIL, ACTING AS THE LEGISLATIVE BODY OF CITY OF LINCOLN COMMUNITY FACILITIES DISTRICT NO. 2019-1 (INDEPENDENCE AT LINCOLN), DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOW:

SECTION 1. Each of the above recitals is true and correct.

SECTION 2. The issuance of the 2025 Bonds is hereby authorized in an aggregate principal amount not to exceed $11,000,000 with the exact principal amount to be determined by the official signing the Bond Purchase Agreement in accordance with Section 5 below. The City Council hereby determines that it is prudent in the management of the District’s fiscal affairs to issue the 2025 Bonds. The 2025 Bonds shall mature on the dates and pay interest at the rates set forth in the Bond Purchase Agreement to be executed on behalf of the District in accordance with Section 5 hereof. All other provisions of the 2025 Bonds shall be governed by the terms and conditions of the Original Bond Indenture , as supplemented and amended by the First Supplement to Bond Ind enture (the “First Supplement” and together with the Original Bond Indenture, the “Indenture”), which First Supplement is hereby approved in substantially the form on file with the City Cler k, with such additions thereto and changes therein (including, but not limited to, changes in the amount to be maintained in the 2025 Bonds Reserve Subaccount (as defined in the First Supplement)) as the officer or officers executing the same deem necessary to enhance the security for the 2025 Bonds, to cure any ambiguity or defect therein, to insert the offering price(s), interest rate(s), selling compensation, principal amount per maturity, redemption dates and prices and such other related terms and provisions as limited by Section 5 hereof or to conform any provisions therein to the 2025 Bond Purchase Agreement or the Official Statement delivered to the Underwriter of the 2025 Bonds. Approval of such changes shall be conclusively evidenced by the execution and delivery of the Indenture by one of the fo llowing: the Mayor, the City Manager, the Finance Director, or their written designees (each, an “Authorized Officer” and collectively, the “Authorized Officers”), each of whom is authorized to execute the Indenture.

Capitalized terms used in this Resolut ion which are not defined herein have the meanings ascribed to them in the Indenture.

SECTION 3. The 2025 Bonds shall be executed on behalf of the District by the manual or facsimile signature of the Mayor of the City or his or her written designee and be attested by the 554

3 4937-5859-4408v4/024161-0012
manual or facsimile signature of the City Clerk. U.S. Bank Trust Company, National Association is hereby appointed to act as trustee, registrar and transfer agent for the 2025 Bonds.

SECTION 4. The covenants set forth in the Indenture to be executed in accordance with Section 2 above are hereby approved, shall be deemed to be covenants of the City Council and shall be complied with by the District and its officers. The Indenture shall constitute a contract between the District and the Owners of the 2025 Bonds.

SECTION 5. The form of the Bond Purchase Agreement presented at this meeting is hereby approved and each of the Authorized Officers is hereby authorized to execute the Bond Purchase Agreement, with such additions thereto and change s therein relating to dates and numbers as are necessary to conform the Bond Purchase Agreement to the dates, amounts and interest rates applicable to the 2025 Bonds as of the sale date. Approval of such additions and changes shall be conclusively evidenced by the execution and delivery of the Bond Purchase Agreement by one or more of such Authorized Officers; provided, however, that the Bond Purchase Agreement shall be signed only if the Underwriter’s discount does not exceed 1.5% of the principal amount of the Bonds and only if the true interest cost on the 2025 Bonds does not exceed 6.5%. Each of the Authorized Officers is authorized to determine the day on which the 2025 Bonds are to be priced in order to attempt to produce the lowest borrowing cost for the District and may reject any terms presented by the Underwriter if determined not to be in the best interest of the District.

SECTION 6. The form of the Continuing Disclosure Certificate presented at this meeting is hereby approved and each of the Authorized Officers is hereby authorized and directed to execute the Continuing Disclosure Certificate in the form hereby approved, with such additions therein and changes thereto as the officer or officers executing the same deem necessary to cure any defect or ambiguity therein, with such approval to be conclusively evidenced by the execution and delivery of such certificate.

SECTION 7. The form of the Preliminary Official Statement presented at this meeting is hereby approved and the Underwriter is hereby authorized to distribute the Preliminary Official Statement to prospective purchasers of the 2025 Bonds in the form hereby approved, together with such additions thereto and changes therein as are determined necessary by the Authorized Officers to make such Preliminary Official Statement final as of its date for purposes of Rule 15c2-12 of the Securities and Exchange Commission. Each of the Authorized Officers is hereby authorized to execute a final Official Statement in the form of the Preliminary Offi cial Statement, together with such changes as are determined necessary by the Authorized Officers, to make such Official Statement complete and accurate as of its date. The Underwriter is further authorized to distribute the final Official Statement for the 2025 Bonds and any supplement thereto to the purchasers of the 2025 Bonds upon the execution of the final Official Statement as described above.

SECTION 8. In accordance with the requirements of Section 53345.8 of the Act, based on the Appraisal, and the full cash value as shown on the ad valorem assessment roll of the County of Placer with respect to property in the District not appraised in the Appraisal , the legislative body of the District hereby determines that the value of the real property in the District subject to the special tax to pay debt service on the 2025 Bonds is more than three times the principal amount of the 2025 Bonds and the principal amount of all other bonds outstanding that are secured by a special tax levied pursuant to the Act or a special assessment levied on property within the District, (including the 2022 Bonds) all as calculated in the manner provided in Section 53345.8(a) of the Act.

SECTION 9. Each Authorized Officer is authorized to provide for all services necessary to effect 555

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the issuance of the 2025 Bonds. Such services shall include, but not be limited to, printing the 2025 Bonds, obtaining legal services, trustee and paying agent services, and any other services deemed appropriate as set forth in a certificate of such Authorized Officer. Each Authorized Officer is authorized to pay for the cost of such services, together with other costs of issuance, from the 2025 Bond proceeds deposited p ursuant to the Indenture. The City Council hereby appoints Piper Sandler & Co. as Underwriter, PFM Financial Advisors LLC as Financial Advisor, and Stradling Yocca Carlson & Rauth LLP, as Bond Counsel and Disclosure Counsel with respect to the issuance of the Bonds.

SECTION 10. The Authorized Officers, the City Clerk and the other officers and staff of the City and the District responsible for the fiscal affairs of the District are hereby authorized and directed to take any actions and execute and delive r any and all documents as are necessary to accomplish the issuance, sale and delivery of the 2025 Bonds in accordance with the provisions of this Resolution and the fulfillment of the purposes of the 2025 Bonds as described in the Indenture, including, in the discretion of any of the Authorized Officers, the execution and delivery of a letter of credit or cash depository agreement s with respect to the special taxes to be levied on property owned by developers within the District, and providing certificates to the Underwriter as to the accuracy of any information relating to the District which is included within the Official Statement. Any document authorized herein to be signed by the City Clerk may be signed by a duly appointed deputy clerk.

SECTION 11. The City Council acknowledges that the good faith estimates required by Section 5852.1 of the California Government Code are disclosed in the staff report and are available to the public at the meeting at which this Resolution is approved.

SECTION 12. This Resolution shall be effective upon its adoption.

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PASSED AND ADOPTED this 28th day of October, 2025, by the following vote:

AYES: COUNCILMEMBERS:

NOES: COUNCILMEMBERS:

ABSENT: COUNCILMEMBERS:

RECUSED:

______________________________
Holly Andreatta, Mayor

ATTEST:

_______________________________
Hope Ithurburn, City Clerk

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Stradling Yocca Carlson & Rauth
Draft dated 10/21/25

4933-9733-7447v6/024161-0012

FIRST SUPPLEMENT TO BOND INDENTURE
Between
CITY OF LINCOLN COMMUNITY FACILITIES DISTRICT NO. 2019-1 (INDEPENDENCE AT LINCOLN)

and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
Relating to

$__________
CITY OF LINCOLN COMMUNITY FACILITIES DISTRICT NO. 2019-1 (INDEPENDENCE AT LINCOLN)
SPECIAL TAX BONDS, SERIES 2025A

Dated as of November 1, 2025

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4933-9733-7447v6/024161-0012

FIRST SUPPLEMENT TO BOND INDENTURE
THIS FIRST SUPPLEMENT TO BOND INDENTURE dated as of November 1, 2025 (the “First Supplement”), governs the terms of City of Lincoln Community Facilities District No. 2019 -1 (Independence at Lincoln) Special Tax Bonds, Series 2025A, which are being issued as Parity Bonds in accordance with the Bond Indenture (the “Original Bond Indenture ”) dated as of December 1, 2022, by and between City of Lincoln Community Facilities Distri ct No. 2019 -1 (Independence at Lincoln) (the “District”) and U.S. Bank Trust Company, National Association (the “Trustee”), as trustee. The Original Bond Indenture and this First Supplement are hereinafter collectively referred to as the “Indenture.”
RECITALS :

A. The City Council of the City of Lincoln, located in the County of Placer, California (the “City Council”), has undertaken proceedings and declared the necessity to issue bonds on behalf of the District 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 (the “Act”).

B. Based upon Resolution Nos. 2019-230, 2019-231 and 2019 -231 adopted by the City Council on October 8, 2019 and Resolution No. 2021 -74 adopted by the City Council on April 27, 2021, and elections held on October 8, 2019 and on April 27, 2021, authorizing the levy of a special tax and the issuance of bonds, the District is authorized to i ssue bonds in one or more series pursuant to the Act, in an aggregate principal amount not to exceed $30,000,000.

C. The District previously issued its Special Tax Bonds, Series 202 2 in the aggregate principal amount of $ 13,225,000 to finance certain Project Costs (as defined in the Original Bond Indenture) pursuant to the Original Bond Indenture; and D. The legislative body of the District intends to finance additional Project Costs through the issuance of bonds in an aggregate principal amount of $ ___________ designated as the “City of Lincoln Community Facilities District No. 2019 -1 (Independence at Lincoln) Special Tax Bonds, Series 2025” (the “2025 Bonds”); and
E. Pursuant to Section 6.1 (c) of the Original Bond Indenture, the District desires to amend the Original Bond Indenture as set forth herein in connection with the issuance of the 2025 Bonds and the District has determined that such amendments are not materially adverse to the Owners; and
F. The District has determined all requirements of the Act for the issuance of the 2025 Bonds as Parity Bonds under the terms of the Original Bond Indenture have been satisfied; NOW, THEREFORE, in order to establish the terms and conditions upon and subject to which the 2025 Bond s are to be issued, and in consideration of the premises and of the mutual covenants contained herein and of the purchase and acceptance of the 2025 Bonds by the Owners thereof, and for other valuable consideration, the receipt of which is hereby acknowledged, the District does hereby covenant and agree, for the benefit of the Owners of the 2025 Bonds, as follows:
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2 4933-9733-7447v6/024161-0012

ARTICLE I

DEFINITIONS
Section 1.1. Definitions. All capitalized terms not otherwise defined herein shall have the meaning set forth in the Origin al Bond Indenture provided that the following definitions are added and, where applicable, shall supersede any different definition of the same capitalized term provided in the Original Bond Indenture:

Interest Payment Date . The term “Interest Payment Dat e” means, with respect to the 2025 Bonds, March 1, 2026 and each March 1 and September 1 thereafter; provided, however, that, if any such day is not a Business Day, interest up to the Interest Payment Date will be paid on the Business Day next succeeding such date.

Term Bonds . The term “Term Bonds” means, with respect to the 2025 Bond s, the 2025 Bonds maturing on September 1, 20__, and September 1, 20__. 2025 Bonds. The term “ 2025 Bonds” means the District’s Special Tax Bonds, Series 2025 issued on _____, 2025 in the aggregate principal amount of $__________. 2025 Bonds Reserve Subaccount. The term “ 2025 Bonds Reserve Subaccount” means the Subaccount by that name created and established in the Reserve Account pursuant to Section 3.2 hereof.
2025 Bonds Reserve Requirement. The term “2025 Bonds Reserve Requirement” means that amount as of any date of calculation equal to the lesser of: (i) 10% of the initial principal amount of the 2025 Bonds; (ii) Maximum Annual Debt Service on the then Outstanding 2025 Bonds; and (iii) 125% of average Annual Debt Service on the then Outstanding 2025 Bonds; provided, however, that the 2025 Bonds Reserve Requirement shall not exceed $__________.

ARTICLE II

GENERAL AUTHORIZATION AND BOND TERMS
Section 2.1. Amount, Issuance, Purpose and Nature of 2025 Bond s. Under and pursuant to the Act and the Original Bond Indenture, as supplemented by this First Supplement, the 2025 Bond s in the aggregate principal amount of $ __________ shall be issued as Parity Bonds governed by the terms of the Original Bond Indenture, as supplemented by this First Supplement, for the purpose of financing additional Project Costs benefitting the District, funding a deposit to the 2025 Bonds Reserve Subaccount of the Reserve Account and paying Costs of Issuance of the 2025 Bonds.

Section 2.2. Description of Bonds; Interest Rates . The 2025 Bonds shall be designated “City of Lincoln Community Facilities District No. 2019 -1 (Independence at Lincoln) Special Tax Bonds, Series 2025.” The 2025 Bonds shall be dated as of their Delivery Date and shall mature and be payable on September 1 in the years and in the aggregate principal amounts and shall be subject to and shall bear interest at the rates set forth in the table below payable on March 1, 2026 and each Interest Payment Date thereafter:
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Maturity Date
(September 1) Principal Amount Interest Rate

_________________
(T) Term Bond.

Section 2.3. Form of 2025 Bonds. The definitive 2025 Bonds may be printed from steel engraved or lithographic plates or may be typewritten. The 2025 Bond s and the certificate of authentication shall be substantially in the form attached hereto as Exhibit A, which form is hereby approved and adopted as the form of such 2025 Bonds and of the certificate of authentication.

Only the 2025 Bonds as shall bear thereon such certificate of authentication in the form set forth in Exhibit A attached hereto shall be entitled to any right or benefit under the Indenture, an d no 2025 Bond shall be valid or obligatory for any purpose until such certificate of authentication shall have been duly executed by the Trustee.

Section 2.4. Book-Entry System. The 2025 Bonds shall be initially delivered in the form of a separate single fully registered 2025 Bond (which may be typewritten) for each maturity of the 2025 Bonds. Upon initial delivery, the ownership of each such 2025 Bond shall be registered in the registration books kept by the Trustee in the name of the Nominee as nominee of the Depository.

Except as provided in Section 2.14 of the Original Bond Indenture, all of the Outstanding 2025 Bonds shall be registered in the registration books kept by the Trustee in the name of the Nominee.

Section 2.5. Conditions to Issuance of 2025 Bonds. The 2025 Bonds shall not be issued unless and until the conditions for the issuance of the 2025 Bonds as Parity Bonds pursuant to 9.2 of the Original Bond Indenture shall have been satisfied or will be satisfied upon the issuance of the 2025 Bonds.

ARTICLE III

APPLICATION OF PROCEEDS OF 2025 BONDS
Section 3.1. Application of Proceeds.
(a) The proceeds of the sale of the 2025 Bonds shall be received by the Trustee on behalf of the District and deposited and transferred as follows:
(1) $__________ shall be transferred to the Costs of Issuance Account of the Acquisition and Construction Fund to pay the Costs of Issuance of the 2025 Bonds; 561

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(2) $__________ shall be transferred to the 2025 Bonds Reserve Subaccount of the Reserve Accoun t of the Special Tax Fund to increase the amount therein to the 2025 Bonds Reserve Requirement as of the Delivery Date of the 2025 Bonds; (3) $__________ shall be transferred to City Facilities Account of the Acquisition and Construction Fund.

The Trustee may, in its discretion, establish temporary funds or accounts in its books and records to facilitate such transfers.

Section 3.2. 2025 Bonds Reserve Subaccount . There is hereby created a subaccount of the Reserve Account of the Special Tax Fund referred to as the “202 5 Bonds Reserve Subaccount,” which shall be treated as a Subaccount of the Reserve Account for a series of Parity Bonds, as set forth in Section 3.6 of the Original Bond Indenture. Amounts in the 2025 Bonds Reserve Subaccount shall be utilized in accordance with Section 3.6 of the Original Bond Indenture.

ARTICLE IV

REDEMPTION OF 2025 BONDS
Section 4.1. Redemption of 2025 Bonds.
(a) Optional Redemption. The 2025 Bonds may be redeemed at the option of the District from any source of funds on any Interest Payment Date on or after September 1, 20 __, in whole or in part, from such maturities as are selected by the District and by lot within a maturity, at the following redemption prices, expressed as a percentage of the principal amount to be redeemed, together with accrued interest to the date of redemption:

Redemption Date Redemption Price
September 1, 20__ and March 1, 20__ 103%
September 1, 20__ and March 1, 20__ 102
September 1, 20__ and March 1, 20__ 101
September 1, 20__ and any Interest Payment Date thereafter 100 In the event that the District elects to redeem 2025 Bonds as provided above, the District shall give written notice to the Trustee of its election to so redeem, the redemption date and the principal amount of the 2025 Bonds of each maturity to be redeemed. The notice to the Trustee shall be given at least 30 but no more than 60 days prior to the redemption date, or by such later date as is acceptable to the Trustee.
(b) Mandatory Sinking Fund Redemption . The 2025 Bond s maturing on September 1, 20__ (the “20__ Term Bonds”) shall be called before maturity and redeemed, from the Sinking Fund Payments that have been deposited into the Redemption Account established under the Original Bond Indenture, on September 1, 20 __, and on each September 1 thereafter prior to maturity, in accordance with the schedule of Sinking Fund Payments set forth below. The 20 __ Term Bonds so called for redemption shall be selected by the Trustee by lot and shall be redeemed at a redemption price for each redeemed 20 __ Term Bond equal to the principal amount thereof, plus accrued interest to the redemption date, without premium, as follows 562

5 4933-9733-7447v6/024161-0012
Term Bonds Maturing September 1, 20__
Redemption Dates
(September 1)
Redemption
Amount

_____________
* Maturity.

The 2025 Bonds maturing on September 1, 20__ (the “20__ Term Bonds”) shall be called before maturity and redeemed, from the Sinking Fund Payments that have been deposited into the Redemption Account established under the Original Bond Indenture, on September 1, 20__, and on each September 1 thereafter prior to maturity, in accordance with the schedule of Sinking Fund Payments set forth below. The 20__ Term Bonds so called for redemption shall be selected by the Trustee by lot and shall be redeemed at a redemption price for each redeemed 20__ Term Bond equal to the principal amount thereof, plus accrued interest to the redemption date, without premium, as follows
Term Bonds Maturing September 1, 20__
Redemption Dates
(September 1)
Redemption
Amount

_____________
* Maturity.

If the District purchases Term Bonds during the Fiscal Year immediately preceding one of the sinking fund redemption dates specified above, the District shall notify the Trustee at least 45 days prior to the redemption date as to the principal amount purchased, and the amount purchased shall be credited at the time of purchase to the next Sinking Fund Payment for the Term Bond so purchased, to the extent of the full principal amount of the purchase. All 2025 Bond s purchased pursuant to this subsection shall be cancelled pursuant to Section 10.1 of the Original Bond Indenture.

In the event of a partial optional redemption or special mandatory redemption of the Term Bonds, each of the remaining Sinking Fund Payments for such Term Bo nds shall be reduced, as nearly as practicable, on a pro rata basis.
(c) Special Mandatory Redemption. The 2025 Bond s are subject to special mandatory redemption as a whole or in part on a pro rata basis among maturities and by lot within a maturity, on any I nterest Payment Date on or after March 1, 2026 and shall be redeemed by the Trustee, from Prepayments deposited to the Redemption Account pursuant to Section 3.2 of the 563

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Original Bond Indenture, plus amounts transferred from the Reserve Account pursuant to Section 3.6(c) of the Original Bond Indenture, at the following redemption prices, expressed as a percentage of the principal amount to be redeemed, together with accrued interest to the redemption date:

Redemption Date Redemption Price
Any Interest Payment Date from September 1, 20__ through March 1, 20__
103%
September 1, 20__ and March 1, 20__ 102
September 1, 20__ and March 1, 20__ 101
September 1, 20__ and any Interest Payment Date thereafter 100

ARTICLE V

MISCELLANEOUS
Section 5.1. Provisions of Original Bond Indenture in Effect . Except as expressly modified herein, all of the provisions of the Original Bond Indenture shall remain in full force and effect.

Section 5.2. Partial Invalidity. If any section, paragraph, sentence, clause or phrase of this First Supplement shall for any reason be held illegal, invalid or unenforceable, such holding shall not affect the validity of the remaining portions of this First Supplement. The District hereby declares that it would have entered into this First Supplement and e ach and every other Section, paragraph, sentence, clause or phrase hereof and authorized the issuance of the 2025 Bond s pursuant thereto irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses, or phrases of this First Supplement may be held illegal, invalid or unenforceable.

Section 5.3. Execution in Counterparts . This First Supplement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. The exchang e of copies of this First Supplement and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this First Supplement as to the parties hereto and may be used in lieu of the original First Supplement and signature pages for all purposes.

Section 5.4. Governing Law. This First Supplement shall be construed and governed in accordance with the laws of the State of California applicable to contracts made and performed in such state.

Section 5.5. Trustee Disclaimer. The Trustee accepts the amendments of the Original Bond Indenture effected by this First Supplement, but on the terms and conditions set forth in the Original Bond Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee. Without limiting the generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the District, or for or with respect to (i) the validity or sufficiency of this First Supplement or any of the terms or provisions hereof, (ii) the proper authorization hereof by the District by action or otherwise, (iii) the due execution hereof by the District or (iv) the consequences of any amendment herein provided for, and the Trustee makes no representation with respect to any such matters. 564

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IN WITNESS WHEREOF, City of Lincoln Community Facilities District No. 2019 -1 (Independence at Lincoln) has caused this First Supplement to Bond Indenture to be signed by an Authorized Representative of the District and U.S. Bank Trust Company, National Association in token of its acceptance of the trust created hereunder, has caused this First Supplement to Bond Indenture to be signed in its corporate name by its officers identified below, all as of the day and year first above written.

CITY OF LINCOLN COMM UNITY FACILITIES
DISTRICT NO. 2019 -1 (INDEPENDENCE AT

LINCOLN)
By:

Mayor of the City of Lincoln, acting as the
legislative body of City of Lincoln Community
Facilities District No. 2019 -1 (Independence at
Lincoln)
ATTEST:

City Clerk of the City of Lincoln, acting as
the legislative body of City of Lincoln
Community Facilities District No. 2019 -1
(Independence at Lincoln)
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Trustee
By:

Authorized Signatory

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EXHIBIT A

FORM OF SPECIAL TAX BOND

UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORAT ION (“DTC”), TO THE DISTRICT OR TRUSTEE FOR

REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY BOND ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO

SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY

TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

R-____ $___________

UNITED STATES OF AMERICA

STATE OF CALIFORNIA

COUNTY OF PLACER

CITY OF LINCOLN COMMUNITY FACILITIES DISTRICT NO. 2019-1 (INDEPENDENCE AT LINCOLN)
SPECIAL TAX BOND, SERIES 2025
INTEREST RATE: MATURITY DATE: DATED DATE: CUSIP:
_____% September 1, 20__ _______ _, 2025 ___
REGISTERED OWNER: CEDE & CO.

PRINCIPAL AMOUNT: __________________ DOLLARS
CITY OF LINCOLN COMMUNITY FACILITIES DISTRICT NO. 2019-1 (INDEPENDENCE AT LINCOLN) (the “District”) which was formed by the City of Lincoln (the “City”) and is situated in the County of Placer, State of California, FOR VALUE RECEIVED, hereby promises to pay, solely from certain amounts held under the Indenture (as hereinafter defined), to the Registered Owner named above, or registered assigns, on the Maturity Date set forth above, unless redeemed prior thereto as hereinafter provided, the Principal Amount set forth above, and to pay interest on such Principal Amount from the Interest Payment Date (as hereinafter defined) next preceding the date of authentication hereof, unless: (i) the date of authentication is an Interest Payment Date, in which event interest shall be payable from such date of authentication; (ii) the date of authentication is after a Record Date (as hereinafter define d) but prior to the immediately succeeding Interest Payment Date, in which event interest shall be payable from the Interest Payment Date immediately succeeding the date of authentication; or (iii) the date of authentication is prior to 566

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the close of business on the first Record Date, in which event interest shall be payable from the Dated Date set forth above. Notwithstanding the foregoing, if at the time of authentication of this Bond interest is in default, interest on this Bond shall be payable from the last Interest Payment Date to which the interest has been paid or made available for payment or, if no interest has been paid or made available for payment, interest on this Bond shall be payable from the Dated Date set forth above. Interest will be paid semiannually on March 1, 2026 and each September 1 and March 1 thereafter (each an “Interest Payment Date”), at the Interest Rate set forth above, until the Principal Amount hereof is paid or made available for payment.

The principal of and premium, if an y, on this Bond are payable to the Registered Owner hereof in lawful money of the United States of America upon presentation and surrender of this Bond at the Principal Office of the Trustee (as such term is defined in the Indenture), initially U.S. Bank Trust Company, National Association, (the “Trustee”). Interest on this Bond shall be paid by check of the Trustee mailed, by first class mail, postage prepaid, or in certain circumstances described in the Indenture by wire transfer to an account within the United States of America, to the Registered Owner hereof as of the close of business on the fifteenth day of the month preceding the month in which the Interest Payment Date occurs (the “Record Date”) at such Owner’s address as it appears on the registration books maintained by the Trustee.

This Bond is one of a duly authorized issue of “City of Lincoln Community Facilities District No. 2019-1 (Independence at Lincoln) Special Tax Bonds, Series 2025” (the “Bonds”) issued in the aggregate principal amount o f $__________ pursuant to the Mello -Roos Community Facilities Act of 1982, as amended, being Section 53311 et seq. of the California Government Code (the “Act”) for the purpose of financing public improvements, funding a reserve subaccount and paying certain costs related to the issuance of the Bonds. The issuance of the Bonds and the terms and conditions thereof are provided for by a resolution adopted by the City Council of the City, acting in its capacity as the legislative body of the District (the “Le gislative Body”), on October 28, 2025, and a Bond Indenture executed in connection therewith dated as of December 1, 2022 (the “Original Bond Indenture”), as supplemented and amended by the First Supplement to Bond Indenture, dated as of November 1, 2025 (the “First Supplement” and, together with the Original Bond Indenture, the “Indenture”) , each by and between the District and the Trustee, and this reference incorporates the Indenture herein, and by acceptance hereof the Registered Owner of this Bond asse nts to said terms and conditions. The Indenture is adopted under and this Bond is issued under, and both are to be construed in accordance with, the laws of the State of California.

Pursuant to the Act and the Indenture, the principal of, premium, if any, and interest on this Bond are payable on a parity with the District’s City of Lincoln Community Facilities District No. 2019-1 (Independence at Lincoln) Special Tax Bonds, Series 2022 (the “Series 2022 Bonds”), solely from the portion of the annual special taxes authorized under the Act to be levied and collected within the District (the “Special Taxes”) and certain other amounts pledged to the repayment of the Bonds as set forth in the Indenture. Any amounts fo r the payment hereof shall be limited to the Net Taxes pledged and collected or foreclosure proceeds received following a default in payment of the Special Taxes and other amounts deposited to the Special Tax Fund (other than the Administrative Expense Account therein) established under the Indenture, except to the extent that other provision for payment has been made by the Legislative Body, as may be permitted by law. The District has covenanted for the benefit of the Registered Owner s of the Bonds that under certain circumstances described in the Indenture it will commence and diligently pursue to completion appropriate foreclosure proceedings in the event of delinquencies of Special Tax installments levied for payment of principal and interest on the Bonds.
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Notwithstanding anything to the contrary contained herein or in the Indenture, amounts in the 2025 Bonds Reserve Subaccount shall only secure and be available to pay the principal of, redemption premium, if any, and interest on the Bonds, and amounts in the Subaccount of the Reserve Account established for a series of Parity Bonds (including the Series 2022 Bonds Reserve Subaccount established in connection with the Series 2022 Bonds) shall secure only and be available to pay the principal of, redemption premium, if any, and interest on, only such series of Parity Bonds.

The Bonds may be redeemed at the option of the District from any source of funds on any date on or after September 1, 20 __, in whole or in part, from such maturities as are selected by the District and by lot within a maturity, at the following redemption prices, expressed as a percentage of the principal amount to be redeemed, together with accrued interest to the date of redemption:

Redemption Date Redemption Price
September 1, 20__ through and including August 31, 20__ 103% September 1, 20__ through and including August 31, 20__ 102 September 1, 20__ through and including August 31, 20__ 101 September 1, 20__ and any date thereafter 100
The Bonds maturing on September 1, 20 __ (the “20__ Term Bonds”) shall be called before maturity and redeemed, from the Sinking Fund Payments that have been deposited into the Redemption Account established under the Indenture, on September 1, 20 __, and on each September 1 thereafter prior to ma turity, in accordance with the schedule of Sinking Fund Payments set forth below. The 20 __ Term Bonds so called for redemption shall be selected by the Trustee by lot and shall be redeemed at a redemption price for each redeemed 20 __ Term Bond equal to th e principal amount thereof, plus accrued interest to the redemption date, without premium, as follows:

Term Bonds Maturing September 1, 20__
Sinking Fund Redemption Date
(September 1) Sinking Fund Payments

_____________
* Maturity.

The Bonds maturing on September 1, 20 __ (the “20__ Term Bonds”) shall be called before maturity and redeemed, from the Sinking Fund Payments that have been deposited into the Redemption Account established under the Indenture, on September 1, 20 __, and on each September 1 thereafter prior to maturity, in accordance with the schedule of Sinking Fund Payments set forth below. The 20 __ Term Bonds so called for redemption shall be selected by the Trustee by lot and shall be redeemed at a redemption price for each redeem ed 20__ Term Bond equal to the principal amount thereof, plus accrued interest to the redemption date, without premium, as follows:
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Term Bonds Maturing September 1, 20__
Sinking Fund Redemption Date
(September 1) Sinking Fund Payments

_____________
* Maturity.

The Bonds are subject to special mandatory redemption as a whole, or in part on a pro rata basis among maturities and by lot within a maturity, on any Interest Payment Date on or after March 1, 202 6, and shall be redeemed by the Trustee, from Prepayments deposited to the Redemption Account plus amounts transferred from the 2025 Bonds Reserve Subaccount in connection with such transfers, at the following redemption prices, expressed as a percentage of the principal amount to be redeemed, together with accrued interest to the redemption date:

Redemption Date Redemption Price
Any Interest Payment Date through and including March 1, 20__ 103% September 1, 20__ and March 1, 20__ 102
September 1, 20__ and March 1, 20__ 101
September 1, 20__ and any Interest Payment Date thereafter 100 Notice of redemption with respect to the Bonds to be redeemed shall be mailed to the registered owners thereof not less than 30 nor more than 45 days prior to the redemption date by first class mail, postage prepaid, to the addresses set forth in the registration books; provided, however, so long as the Bonds are registered in the name of the Nominee, such notice shall be given in such manner as complies with the re quirements of the Depository . Neither a failure of the Registered Owner hereof to receive such notice nor any defect therein will affect the validity of the proceedings for redemption. All Bonds or portions thereof so called for redemption will cease to accrue interest on the specified redemption date, provided that funds for the redemption are on deposit with the Trustee on the redemption date. Thereafter, the Owners of such Bonds shall have no rights except to receive payment of the redemption price upon the surrender of the Bonds.

This Bond shall be registered in the name of the Registered Owner hereof, as to both principal and interest, and the District and the Trustee may treat the Registered Owner hereof as the absolute owner for all purposes and shall not be affected by any notice to the contrary.

The Bonds are issuable only in fully registered form in the denomination of $5,000 or any integral multiple thereof and may be exchanged for a like aggregate principal amount of Bonds of other authorized d enominations of the same issue and maturity, all as more fully set forth in the Indenture. This Bond is transferable by the Registered Owner hereof, in person or by his attorney duly authorized in writing, at the Principal Office of the Trustee, but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture, upon surrender and cancellation of this Bond. Upon such transfer, a new registered Bond of authorized denomination or 569

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denominations for the same aggregate principal amount of the same issue and maturity will be issued to the transferee in exchange therefor.

The Trustee shall not be required to register transfers or make exchanges of: (i) any Bonds for a period of 15 days next preceding any selection of the Bonds to be redeemed; or (ii) any Bonds chosen for redemption.

The rights and obligations of the District and of the Owners of the Bonds may be amended at any time, and in certain cases without notice to or the consent of the Owners, to the extent and upon the terms provided in the Indenture.

THE BONDS DO NOT CONSTITUTE GENERAL OBLIGATIONS OF THE CITY OR OF THE DISTRICT. NEITHER THE CITY NOR THE DISTRICT IS OBLIGATED TO LEVY OR

PLEDGE, OR HAS LEVIED OR PLEDGED, GENERAL OR SPECIAL TAXES, OTHER THAN THE SPECIAL TAXES REFERENCED HEREIN. THE BONDS ARE LIMITED OBLIGATIONS

OF THE DISTRICT PAYABLE FROM THE PORTION OF THE SPECIAL TAXES AND OTHER

AMOUNTS PLEDGED UNDER THE INDENTURE BUT ARE NOT A DEBT OF THE CITY,

THE STATE OF CALIFORNIA OR ANY OF ITS POLITICAL SUBD IVISIONS WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY LIMITATION OR RESTRICTION.

This Bond shall not become valid or obligatory for any purpose until the certificate of authentication and registration hereon endorsed shall have been dated and signed by the Trustee.

IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things required by law to exist, happen and be performed precedent to and in the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by law, and that the amount of this Bond, together with all other indebtedness of the District, does not exceed any debt limit prescribed by the laws or Constitution of the State of California.

IN WITNESS WHEREOF, the District has caused this Bond to be dated the Dated Date , to be signed on behalf of the District by the Mayor of the City by his facsimile signature and attested by the facsimile signature of the City Clerk of the City.

Mayor of the City of Lincoln, acting as the legislative body of City of Lincoln Community Facilities District
No. 2019-1 (Independence at Lincoln)

ATTEST:

City Clerk of the City of Lincoln, acting as the
legislative body of City of Lincoln
Community Fac ilities District No. 2019-1
(Independence at Lincoln)
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[FORM OF TRUSTEE’S CERTIFICATE
OF AUTHENTICATION AND REGISTRATION]
This is one of the Bonds described in the within-defined Indenture.

Dated: _____. 2025 U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Trustee
By:

Authorized Signatory

[FORM OF LEGAL OPINION]
The following is a true copy of the opinion rendered by Stradling Yocca Carlson & Rauth LLP, in connection with the issuance of, and dated as of the date of the original delivery of, the Bonds. A signed copy is on file in my office.

City Clerk of the City

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[FORM OF ASSIGNMENT]
For value received the undersigned do(es) hereby sell, assign and transfer unto

whose tax identification number is ,
the within-mentioned registered Bond and hereby irrevocably constitute(s) and appoint(s)

attorney to transfer the same on the books of the Trustee with full power of substitution in the premises.

Dated:

Signature guaranteed:

NOTE: Signature(s) must be guaranteed by an
eligible guarantor institution.

NOTE: The signatures(s) on this Assignment
must correspond with the name(s) as written on
the face of the within B ond in every particular
without alteration or enlargement or any change
whatsoever.

572
Stradling Yocca Carlson & Rauth
Draft of 10/21/2025
4900-0930-1096v6/024161-0012
PRELIMINARY OFFICIAL STATEMENT DATED __________ 2025
NEW ISSUE—BOOK-ENTRY ONLY NO RATING
In the opinion of Stradling Yocca Carlson & Rauth LLP, Bond Counsel, under existing statutes, regulations, rulings and judicial decisions, and assuming the accuracy of certain representations and compliance with certain covenants and requirements described herein, interest (and original issue discount) on the 2025 Bonds described herein is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of calculating the federal alternative minimum tax imposed on individuals. In the further opinion of Bond Counsel, interest (and original issue discount) on the 2025 Bonds is exempt from State of California personal income tax. See the caption “TAX MATTERS” with respect to tax consequences relating to the 2025 Bonds, including with respect to the alternative minimum tax imposed on certain large corporations. $10,000,000
CITY OF LINCOLN COMMUNITY FACILITIES DISTRICT NO. 2019-1 (INDEPENDENCE AT LINCOLN)
SPECIAL TAX BONDS, SERIES 2025

Dated: Delivery Date Due: September 1, as shown on inside cover page The City of Lincoln Community Facilities District No. 2019-1 (Independence at Lincoln) Special Tax Bonds, Series 2025 (the “2025 Bonds”) are being issued by City of Lincoln Community Facilities District No. 2019-1 (Independence at Lincoln) (the “District”) to: (i) finance certain public improvements needed with respect to the development of property located within the District to be owned by the City of Lincoln (the “City”); (ii) fund a reserve subaccount for the 2025 Bonds; and (iii) pay costs of issuance for the 2025 Bonds. The 2025 Bonds are authorized to be issued pursuant to the Mello-Roos Community Facilities Act of 1982, as amended (Section 53311 et seq. of the Government Code of the State of California) (the “Act”), and pursuant to that certain Bond Indenture, dated as of December 1, 2022, as supplemented by that certain First Supplement to Bond Indenture, dated as of November 1, 2025, (together, the “Indenture”), each by and between the District and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

The 2025 Bonds are payable from Net Taxes (as defined herein) derived from a certain annual Special Tax (as defined herein) to be levied on taxable parcels within the District and from certain other funds pledged under the Indenture, all as further described herein . The 2025 Bonds are secured under the Indenture by a pledge of and lien upon Net Taxes on a parity with the District’s Special Tax Bonds, Series 2022, which are currently outstanding in the aggregate principal amount of $12,980,000. The Special Tax is levied according to the rate and method of apportionment approved by the City Council of the City and the qualified electors within the District. See the caption “SOURCES OF PAYMENT FOR THE BONDS — Special Taxes” and Appendix A — “AMENDED RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX.”
The 2025 Bonds will be issued in fully registered form and when issued will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”). Individual purchases of the 2025 Bonds may be made in principal amounts of $5,000 and integral multiples thereof and will be in book-entry form only. Purchasers of the 2025 Bonds will not receive certificates representing their beneficial ownership of the 2025 Bonds but will receive credit balances on the books of their respective nominees. The 2025 Bonds will not be transferable or exchangeable except for transfer to another nominee of DTC or as otherwise described herein. Interest on the 2025 Bonds will be payable on each March 1 and September 1, commencing March 1, 2026.

Principal of and interest on the 2025 Bonds will be paid by the Trustee to DTC for subsequent disbursement to DTC Participants, who will remit such payments to the Beneficial Owners of the 2025 Bonds.

NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE CITY, THE COUNTY OF PLACER, THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE 2025 BONDS. EXCEPT FOR THE NET TAXES, NO OTHER REVENUES OR TAXES ARE PLEDGED TO THE PAYMENT OF THE 2025 BONDS. THE 2025 BONDS ARE NOT GENERAL OR SPECIAL

OBLIGATIONS OF THE CITY OR GENERAL OBLIGATIONS OF THE DISTRICT BUT ARE LIMITED OBLIGATIONS OF THE DISTRICT PAYABLE SOLELY FROM NET TAXES AND OTHER AMOUNTS HELD UNDER THE INDENTURE AS MORE FULLY DESCRIBED HEREIN.

The 2025 Bonds are subject to optional redemption, special mandatory redemption and mandatory sinking fund redemption prior to maturit y as set forth herein. See the caption “THE BONDS — Redemption.” Investment in the 2025 Bonds involves risks that are not appropriate for certain investors. Certain events could affect the ability of the District to pay the principal of and interest on the 2025 Bonds when due. See the caption “SPECIAL RISK FACTORS” for a discussion of cert ain risk factors that should be considered, in addition to the other matters set forth herein, in evaluating the investment quality of the 2025 Bonds.

THIS COVER PAGE CONT AINS CERTAIN INFORMA TION FOR GENERAL REF ERENCE ONLY. IT IS NOT INTENDED TO BE A SUMMARY OF THE SECURITY OR TERMS OF THIS ISS UE. INVESTORS ARE A DVISED TO READ THE E NTIRE OFFICIAL STATE MENT TO OBTAIN INFORMATION ESSENTIAL TO THE MAKING OF AN INFORMED INVESTMENT DECISION.

MATURITY SCHEDULE
(See Inside Cover Page)

The 2025 Bonds are offered when, as and if issued and accepted by the Underwriter, subject to approval as to their legality by Stradling Yocca Carlson & Rauth LLP, Newport Beach, California, Bond Counsel, and subject to certain other conditions. Certain legal matters will be passed on for the City and the District by the City Attorney, and for the District by Stradling Yocca Carlson & Rauth LLP, Disclosure Counsel, for the Underwriter by Kutak Rock LLP, Irvine, California, and for the Trustee by its counsel. It is anticipated that the 2025 Bonds in book-entry form will be available for delivery on or about November __, 2025.
[PIPER SANDLER LOGO]
Dated: ______, 2025

 Preliminary, subject to change.

This Preliminary Official Statement and the information contained herein are subject to completion or amendment. These securities may not be sold, nor may offers to buy them be accepted, prior to the time the Official Statement is delivered in final form. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. 573

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$10,000,000
CITY OF LINCOLN COMMUNITY FACILITIES DISTRICT NO. 2019-1 (INDEPENDENCE AT LINCOLN)
SPECIAL TAX BONDS, SERIES 2025

MATURITY SCHEDULE
BASE CUSIP®†533042
$__________ Serial Bonds
Maturity Date
(September 1)
Principal
Amount Interest Rate Yield Price CUSIP No.†

$______ _____% Term Bonds due September 1, 20__ Yield: _____% Price: _____ CUSIP No.† ___ $______ _____% Term Bonds due September 1, 20__ Yield: _____% Price: _____ CUSIP No.† ___ $______ ______% Term Bonds due September 1, 20__ Yield: _____% Price: _____ CUSIP No.† ___ $______ ______% Term Bonds due September 1, 20__ Yield: _____% Price: _____ CUSIP No.† ___

 Preliminary, subject to change.
† CUSIP® is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services (CGS), which is managed on behalf of the American Bankers Association by FactSet Research Systems, Inc. This data is not intended to create a database and does not serve in any way as a substitute for the CGS database. CUSIP numbers have been assigned by an independent company not affiliated with the District or the City and are included solely for the convenience of the registered owners of the applicable 2025 Bonds.

None of the City, the District, Bond Counsel, Disclosure Counsel, the Underwriter, the Trustee or the Municipal Advisor are responsible for the selection or uses of these CUSIP numbers, and no representation is made as to their correctness on the applicable 2025 Bonds or as included herein. The CUSIP number for a specific maturity is subject to be ing changed after the issuance of the 2025 Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of certain maturities of the 2025 Bonds. 574

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CITY OF LINCOLN

COUNTY OF PLACER, CALIFORNIA

CITY COUNCIL
Holly Andreatta Mayor, District 1
Ben Brown, Mayor Pro Tem, District 2
John Reedy, District 3
Richard Pearl, District 4
Whitney Eklund, District 5

CITY ADMINISTRATORS
Sean Scully, City Manager
Nita Wracker, Assistant City Manager/Finance Director
Hope Ithurburn, City Clerk
Kristine L. Mollenkopf, City Attorney

BOND AND DISCLOSURE COUNSEL
Stradling Yocca Carlson & Rauth LLP
Newport Beach, California

MUNICIPAL ADVISOR
PFM Financial Advisors LLC
San Francisco, California

SPECIAL TAX CONSULTANT
NBS
Temecula, California

APPRAISER
Integra Realty Resources
Rocklin, California

TRUSTEE
U.S. Bank Trust Company, National Association
San Francisco, California
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Except where otherwise indicated, all information contained in this Official Statement has been provided by the City and the District. No dealer, broker, salesperson or other person has been authorized by the City, the District, the Trustee or the Underwriter to give any information or to make any representations in connection with the offer or sale of the 2025 Bonds other than those contained herein and, if given or made, such other information or representations must not be relied upon as having been authorized by the City, the District, the Trustee or the Underwriter. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the 2025 Bonds by a person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale.

This Official Statement is not to be construed as a contract with the purchasers or Owners of the 2025 Bonds.

Statements contained in this Official Statement which involve estimates, forecasts or matters of opinion, whether or not expressly so described herein, are intended solely as such and are not to be construed as representations of fact.

The Underwriter has provided the following sentence for inclusion in this Official Statement:

The Underwriter has reviewed the information in this Official Statement in accordance with, and as a part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information.

The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the City, the Di strict or any other parties described herein since the date hereof. All summaries of the Indenture or other documents are made subject to the provisions of such documents respectively and do not purport to be complete statements of any or all of such provisions. Reference is hereby made to such documents on file with the City for further information in connection therewith.

IN CONNECTION WITH THE OFFERING OF THE 2025 BONDS, THE UNDERWRITER MAY

OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF SUCH 2025 BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

THE 2025 BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON AN EXEMPTION CONTAINED IN SUCH ACT. THE 2025 BONDS HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE.

Certain statements included or incorporated by reference in this Official Statement constitute forward -looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended. Such statements are generally identifiable by the terminology used such as a “plan,” “expect,” “estimate,” “project,” “budget,” or similar words. Such forward -looking statements include, but are not limited to certain statements contained in the inform ation under the captions “THE DISTRICT” and “PROPERTY OWNERSHIP AND THE DEVELOPMENT.”

THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH

FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND

OTHER FACTORS WHI CH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS

DESCRIBED TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD -LOOKING STATEMENTS. THE

DISTRICT DOES NOT PLAN TO ISSUE ANY UPDATES OR REVISIONS TO THE FORWARD -LOOKING STATEMENTS SET FORTH IN THIS OFFICIAL STATEMENT. IN EVALUATING SUCH STATEMENTS,

POTENTIAL INVESTORS SHOULD SPECIFICALLY CONSIDER THE VARIOUS FACTORS WHICH COULD

CAUSE ACTUAL EVENTS OR RESULTS TO DIFFER MATERIALLY FROM THOS E INDICATED BY SUCH FORWARD-LOOKING STATEMENTS.

The City maintains a website. However, the information presented on such website is not part of this Official Statement and should not be relied upon in making an investment decision with respect to the 2025 Bonds. 576

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TABLE OF CONTENTS
Page
INTRODUCTION ................................................................................................................................................ 1 The District ....................................................................................................................................................... 1 Property Ownership and Development Status .................................................................................................. 2 Sources of Payment for the Bonds .................................................................................................................... 3 Appraisal Report ............................................................................................................................................... 4 Description of the 2025 Bonds ......................................................................................................................... 4 Tax Exemption.................................................................................................................................................. 5 Professionals Involved in the Offering ............................................................................................................. 5 Continuing Disclosure ...................................................................................................................................... 5 Parity Bonds ..................................................................................................................................................... 6 Bond Owners’ Risks ......................................................................................................................................... 6 Other Information ............................................................................................................................................. 6 FINANCING PLAN ............................................................................................................................................. 6 Estimated Sources and Uses of Funds .............................................................................................................. 6 THE 2025 BONDS ............................................................................................................................................... 7 General Provisions ............................................................................................................................................ 7 Debt Service Schedule ...................................................................................................................................... 8 Redemption ....................................................................................................................................................... 9 Registration, Transfer and Exchange .............................................................................................................. 13 SOURCES OF PAYMENT FOR THE BONDS ................................................................................................ 14 Limited Obligations ........................................................................................................................................ 14 Special Taxes .................................................................................................................................................. 14 2025 Bonds Reserve Subaccount of the Reserve Account ............................................................................. 20 County Teeter Plan not Applicable to the District .......................................................................................... 21 Parity Bonds ................................................................................................................................................... 21 THE DISTRICT .................................................................................................................................................. 21 General Description of the District ................................................................................................................. 21 Authorized Uses of 2025 Bond Proceeds ....................................................................................................... 22 Appraisal Report ............................................................................................................................................. 22 Estimated Assessed/Appraised Value-to-Lien Ratios..................................................................................... 23 Direct and Overlapping Debt .......................................................................................................................... 26 Delinquency History ....................................................................................................................................... 28 PROPERTY OWNERSHIP AND THE DEVELOPMENT ............................................................................... 28 General ............................................................................................................................................................ 28 D.R. Horton Development .............................................................................................................................. 29 Richmond American Development ................................................................................................................ 29 Tri Pointe Development .................................................................................................................................. 29 SPECIAL RISK FACTORS ............................................................................................................................... 32 Risks of Real Estate Secured Investments Generally ..................................................................................... 32 Insufficiency of Special Tax Revenues........................................................................................................... 33 Impact of Economic Conditions on the Development in the District ............................................................. 34 Increasing Mortgage Interest Rates ................................................................................................................ 34 Concentration of Ownership ........................................................................................................................... 35 Property Values .............................................................................................................................................. 35 Natural Disasters ............................................................................................................................................. 36 Hazardous Substances .................................................................................................................................... 36 Enforcement Delays – Bankruptcy ................................................................................................................. 37 577

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Special Tax Delinquencies.............................................................................................................................. 37 FDIC/Federal Government Interests in Parcels .............................................................................................. 37 Direct and Overlapping Indebtedness ............................................................................................................. 39 Payment of Special Taxes is not a Personal Obligation of the Property Owners ........................................... 39 No Acceleration Provision .............................................................................................................................. 39 Limited Obligations ........................................................................................................................................ 39 Ballot Initiatives.............................................................................................................................................. 40 Proposition 218 ............................................................................................................................................... 40 Litigation with Respect to Community Facilities Districts ............................................................................. 40 Loss of Tax Exemption ................................................................................................................................... 42 No Ratings – Limited Secondary Market ....................................................................................................... 42 Limitations on Remedies ................................................................................................................................ 42 Potential Early Redemption of 2025 Bonds from Prepayments or Community Facilities District Bond Proceeds ................................................................................................................................................... 42 Cybersecurity .................................................................................................................................................. 42 CONTINUING DISCLOSURE .......................................................................................................................... 43 District Continuing Disclosure ....................................................................................................................... 43 Developer Continuing Disclosure ................................................................................................................... 43 TAX EXEMPTION ............................................................................................................................................ 44 LEGAL OPINION .............................................................................................................................................. 45 ABSENCE OF LITIGATION ............................................................................................................................ 45 NO RATING ...................................................................................................................................................... 46 UNDERWRITING ............................................................................................................................................. 46 FINANCIAL INTERESTS ................................................................................................................................. 46 MUNICIPAL ADVISOR ................................................................................................................................... 46 MISCELLANEOUS ........................................................................................................................................... 46

APPENDIX A AMENDED RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX ................................................................................................................................ A-1 APPENDIX B CERTAIN ECONOMIC AND DEMOGRAPHIC INFORMATION ............................ B-1 APPENDIX C FORM OF OPINION OF BOND COUNSEL ................................................................ C-1 APPENDIX D APPRAISAL REPORT .................................................................................................. D-1 APPENDIX E SUMMARY OF THE INDENTURE ............................................................................. E-1 APPENDIX F FORM OF DISTRICT CONTINUING DISCLOSURE CERTIFICATE .......................F-1 APPENDIX G FORM OF BUILDER CONTINUING DISCLOSURE CERTIFICATE ....................... G-1 APPENDIX H BOOK-ENTRY ONLY SYSTEM .................................................................................. H-1 578

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[INSERT VICINITY MAP]

579

[INSERT AERIAL PHOTOGRAPH]

Note: Certain property within the District is not shown in the aerial photograph above. Such property consists of open space property and is not expected to be subject to the Special Tax levy.

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$10,000,000
CITY OF LINCOLN COMMUNITY FACILITIES DISTRICT NO. 2019-1 (INDEPENDENCE AT LINCOLN)
SPECIAL TAX BONDS, SERIES 2025

INTRODUCTION
The purpose of this Official Statement, which includes the cover page, the table of contents and the attached appendices (collectively, the “Official Statement”), is to provide certain information concerning the issuance by City of Lincoln Community Facilities District No. 2019-1 (Independence at Lincoln) (the “District”) of its Special Tax Bonds, Series 2025 in the aggregate principal amount of $10,000,000* (the “2025 Bonds”).

The proceeds of the 2025 Bonds will be used to: (i) finance certain public improvements needed with respect to the development of property located within the District to be owned by the City of Lincoln (the “City”); (ii) fund a reserve subaccount for the 2025 Bonds; and (iii) pay costs of issuance for the 2025 Bonds.

The 2025 Bonds are authorized to be issued pursuant to the Mello -Roos Community Facilities Act of 1982, as amended (Section 53311 et seq. of the Government Code of the State of California) (the “Act”), a resolution adopted on November 8, 2022, by the City Council of the City, acting as the legislative body of the District, and a Bond Indenture, dated as of December 1, 2022, as supplemented by a First Supplement to Bond Indenture dated as of November 1, 2025 (together, the “Indenture”),each by and between the District and U.S.

Bank Trust Company, National Association, as trustee (the “Trustee”). The 2025 Bonds are secured under the Indenture by a pledge of and lien upon Net Taxes (as such term is defined herein) and all moneys in the Special Tax Fund (other than the Administrative Expense Account therein) on a parity with the District’s Special Tax Bonds, Series 2022, which are currently outstanding in the aggregate principal amount of $12,980,000 (the “2022 Bonds”), as described in the Indenture. The 2025 Bonds and the 2022 Bonds are referred to collectively herein as the “Bonds.”
Under the terms of the Indenture, under certain conditions the District may issue additional bonds (“Parity Bonds”) secured by the Net Taxes on a parity with the Bonds for purposes of refunding all or a portion of the Bonds or any Parity Bonds issued in the future and for other purposes of the District in a principal amount not to exceed $6,775,000*. See “SOURCES OF PAYMENT FOR THE BONDS — Parity Bonds.” This Introduction is not a summary of this Official Statement. It is only a brief description of and guide to, and is qualified by, more complete and detailed information contained in the entire Official Statement and the documents summarized or described herein. A full review should be made of the entire Official Statement.

The sale and delivery of 2025 Bonds to potential investors is made only by means of the entire Official Statement.

All capitalized terms used in this Official Statement and not defined have the meanings set forth in Appendix E.

The District
General. The City of Lincoln (the “City”) is located in the western portion of the County of Placer (the “County”), California (the “State”), approximately 40 miles northeast of downtown Sacramento. The District is generally located along the south line of Nicolaus Road, east of Nelson Lane and west of Lakeside Drive in the City. Approximately 63 acres of property in the District are expected to be developed with 591 residential units subject to the Special Tax (as defined herein) at build-out. The property within the District which is not subject to the levy of the Special Tax consists primarily of parks, open space preserves and other public property.

Formation Proceedings. The District was formed on October 8, 2019 pursuant to the Act. The Act was enacted to provide an alternative method of financing certain public capital facilities and services, especially in developing areas of the State. Any local agency (as defined in the Act) may establish a community facilities

 Preliminary, subject to change.
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district to provide for and finance the cost of eligible public facilities and services. Generally, the legislative body of the local agency which forms a community facilities district acts on behalf of su ch district as its legislative body. Subject to approval by two-thirds of the votes cast at an election and compliance with the other provisions of the Act, a legislative body of a local agency may issue bonds for a community facilities district and may levy and collect a special tax within such district to repay such indebtedness.

Pursuant to the Act, on August 27, 2019 the City Council adopted Resolution No. 2019-197 (the “Resolution of Intention”), stating its intention to form the District and to authorize the levy of a special tax on the taxable property within the District, and Resolution No. 2019-198 stating its intention to incur bonded indebtedness in an aggregate principal amount not to exceed $ 30,000,000 for the purpose of financing the purchase, construction, expansion or rehabilitation of certain public facilities to serve the area within the District.

Subsequent to a noticed public hearing on October 8, 20 19, the City Council adopted Resolution Nos. 2019-230 (the “Resolution of Formation”) and 2019-231 which formed the District and deemed it necessary to incur bonded indebtedness within the District. On October 8, 2019, an election was held within the District in which the property owner within the District approved the proposition authorizing the issuance of bonds in an amount not to exceed $30,000,000. A Notice of Special Tax Lien for the District was recorded in the office of the County Recorder on October 15, 2019, as Document No. 2019-0080492-00.

Subsequent to the formation of the District, the District received a petition from the Master Developer to amend the rate and method of apportionment of special tax for the District approved at the October 8, 2019 election. On March 9, 2021, the City Council adopted Resolution No. 2021-34, stating its intention to consider the approval of the First Amended and Restated Rate and Method of Apportionment for the District (the “Amended Rate and Method”). Subsequent to a noticed public hearing on April 27, 2 021, the City Council adopted Resolution Nos. 2021-74 which approved the Amended Rate and Method . On April 27, 2021 , an election was held within the District in which the property owner s within the District approved the Amended Rate and Method. An Amended Notice of Special Tax Lien for the District was recorded in the office of the County Recorder on May 18, 2021, as Document No. 2021-0066582-00. On May 11, 2021, the City Council adopted Ordinance No. 1036B (the “Ordinance”) which authorizes the levy of a special tax pursuant to the Amended Rate and Method approved at the April 27, 2021 election, a copy of which is attached hereto as Appendix A.

Property Ownership and Development Status
The property within the District is planned for 591 residential units in a community being marketed as “Independence at Lincoln.” The master developer within the District is Lewis Land Developers, LLC (the “Master Developer”), an affiliated entity of the Lewis Group of Companies. The Master Developer no longer owns any property within the District and has conveyed, either directly or through a land banking entity, all property planned for residential development to three merchant builders – Richmond American Homes of Maryland, Inc., a Maryland corporation (“Richmond American”), Tri Pointe Homes Holdings, Inc., a Delaware corporation (“Tri Pointe”) and D.R. Horton CA2, Inc. , a California corporation (“D.R. Horton”). Richmond American and D.R. Horton have completed their respective developments within the District and no longer own any property within the District. Tri Pointe is currently the only active homebuilder within the District.

The major infrastructure (sewer, water, storm drains, utilities, and arterial roads) necessary to develop the property within the District has been completed. The Master Developer was responsible for completing the in-tract infrastructure and related landscaping and completed such work as necessary to meet the expected timing of home construction and sales by the merchant builders. See “PROPERTY O WNERSHIP AND THE DEVELOPMENT”
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The following table summarizes the number of homes closed, homes under construction , finished lots and homes in escrow within the District as of September 1, 2025.

Builder
Homes Closed
to Individual
Homeowners
Homes Under
Construction/
Completed
Homes
Finished
Lots(1) Totals
Total
Parcels
with
Building
Permits
Issued
Homes in
Escrow
D.R. Horton 195 -- -- 195 195 --
Richmond American 122 -- -- 122 122 --
Tri Pointe 90 45 139 274 143 8
Total Residential Units 407 45 139 591 460 8

(1) Includes eight parcels for which building permits have been issued but do not have any vertical construction thereon.

Sources of Payment for the Bonds
Special Taxes. As used in this Official Statement, the term “Special Tax” means the annual Special Tax which has been authorized pursuant to the Act and the Amended Rate and Method to be levied upon taxable property within the District. See the caption “SOURCES OF PAYMENT FOR THE BONDS — Special Taxes” and Appendix A — “AMENDED RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX.” See the caption “THE DISTRICT.”
Under the Indenture, the District has pledged to repay the Bonds and any Parity Bonds (as defined herein) from the Special Tax revenues remaining after the payment of certain annual Administrative Expenses of the District (the “Net Taxes”) and from other amounts in the Special Tax Fund (other than the Administrative Expense Account therein) established under the Indenture. The Special Taxes are the primary source of security for the repayment of the Bonds and any Parity Bonds. In the event that the Special Taxes are not paid when due, the only sources of funds available to pay the debt service on the Bonds and any Parity Bonds are amounts held by the Trustee in the Special Tax Fund, including , with respect to the Bonds, amounts held in the 2025 Bonds Reserve Subaccount of the Reserve Account, to the limited extent described in the Indenture. See the caption “SOURCES OF PAYMENT FOR THE BONDS — 2025 Reserve Subaccount of the Reserve Account.” The Indenture establishes a “2025 Bonds Reserve Subaccount” within the Reserve Account. The 2025 Bonds Reserve Subaccount only secures and the amounts therein are only available to pay the principal of, redemption premium, if any, and interest on the Bonds. In connection with the issuance of each series of Parity Bonds, if any, the District may esta blish an additional Subaccount within the Reserve Account which secures such series of Parity Bonds. Such additional Subaccounts within the Reserve Account established for Parity Bonds will not secure the Bonds.

Foreclosure Proceeds. The District has covenanted in the Indenture for the benefit of the owners of the Bonds and Parity Bonds that it will : (i) commence judicial foreclosure proceedings against parcels with delinquent Special Taxes in excess of $4,000 by the December 1 following the close of each Fiscal Year in which such Special Taxes were due; and (ii) commence judicial foreclosure proceedings against all parcels with delinquent Special Taxes by the December 1 following the close of each Fiscal Year in which it receives Special Taxes in an amou nt which is less than 95% of the total Special Tax levied; and (iii) diligently pursue such foreclosure proceedings until the delinquent Special Taxes are paid; provided that, notwithstanding the foregoing, the District may elect to defer foreclosure proce edings on any parcel so long as the amount in the 2025 Bonds Reserve Subaccount is at least equal to the 2025 Bonds Reserve Requirement and the amount in all other Subaccounts of the Reserve Account is at least equal to the applicable Reserve Requirement . See the caption “SOURCES OF PAYMENT FOR THE BONDS — Special Taxes — Proceeds of Foreclosure Sales.” There is no assurance that the property within the District can be sold for the appraised or assessed values 583

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described herein, or for a price sufficient to pay the principal of and interest on the Bonds in the event of a default in payment of Special Taxes by the current or future landowners within the District. See the caption “SPECIAL RISK FACTORS —Property Values.”

EXCEPT FOR THE NET TAXES, NO OTHER TAXES ARE PLEDGED TO THE PAYMENT OF THE 2025 BONDS. THE 2025 BONDS ARE NOT GENERAL OR SPECIAL OBLIGATIONS OF

THE CITY OR GENERAL OBLIGATIONS OF THE DISTRICT, BUT ARE LIMITED OBLIGATIONS

OF THE DISTRICT PAYABLE SOLELY FROM NET TAXES AND AMOUNTS HELD UNDER THE INDENTURE, AS MORE FULLY DESCRIBED HEREIN.

Appraisal Report
Integra Realty Resources (the “Appraiser”) has conducted an Appraisal dated October 3, 2025 (the “Appraisal Report”) of certain land and existing improvements within the District to provide an estimate of the market value of the fee simple interest of such land and improvements. The Appraisal Report provides an estimate of the approximate market value of the property in the District subject to the levy of Special Taxes, assuming that development of the property as currently planned will consist of 591 residential units. With respect to 407 homes with Fiscal Year 202 5-26 assessed values greater than $400,000, the Appraiser assigned such assessed value for purposes of reaching the concluded overall value in the Appraisal Report. Based on the contingencies, assumptions and limiting conditions in the Appraisal Report, the Appraiser concluded that the market value of all of the parcels within the District subject to the Special Tax was $284,496,262 as of September 1, 2025 (the “Date of Value”).

The Appraisal Report is based upon a variety of contingencies, assumptions and limiting conditions that are described in Appendix D. Neither the District nor the Underwriter makes any representation as to the accuracy of the Appraisal Report. See “THE DISTRICT — Appraisal Report” and “ — Estimated Assessed/Appraised Value-to-Lien Ratios.” There is no assurance that property within the District can be sold for the prices set forth in the Apprai sal Report or that any parcel can be sold for a price sufficient to pay the Special Tax for that parcel in the event of a default in payment of Special Taxes by a property owner. See “THE DISTRICT,” “SPECIAL RISK FACTORS — Property Values” herein and Appendix D.

Description of the 2025 Bonds
The 2025 Bonds will be issued and delivered as fully registered 2025 Bonds, registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”), and will be available to actual purchasers of the 2025 Bonds (the “Beneficial Owners”) in the denominations of $5,000 or any integral multiple thereof, under the book-entry system maintained by DTC, only through brokers and dealers who are or act through DTC Participants as described herein. Beneficial Owners will not be entitled to receive physical delivery of the 2025 Bonds. In the event that the book-entry only system described herein is no longer used with respect to the 2025 Bonds, the 2025 Bonds will be registered and transferred in accordance with the Indenture. See Appendix H — “BOOK-ENTRY ONLY SYSTEM.”
Principal of, premium, if any, and interest on the 2025 Bonds is payable by the Trustee to DTC.

Disbursement of such payments to DTC Participants is the responsibility of DTC an d disbursement of such payments to the Beneficial Owners is the responsibility of D TC Participants. See Appendix H — “BOOK-ENTRY ONLY SYSTEM.”
The 2025 Bonds are subject to optional redemption, special mandatory redemption and mandatory sinking fund redem ption prior to maturity as described herein. See the caption “THE 2025 BONDS — Redemption.” For a more complete description of the 2025 Bonds and the basic documentation pursuant to which they are being sold and delivered, see the caption “THE 2025 BONDS” and Appendix E — “SUMMARY OF THE INDENTURE.”
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Tax Exemption
In the opinion of Stradling Yocca Carlson & Rauth LLP, Newport Beach, California (“Bond Counsel”), under existing statutes, regulations, rulings and judicial decisions, and assuming certain repre sentations and compliance with certain covenants and requirements described herein, interest (and original issue discount) on the 2025 Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of calculating the federal alternative minimum tax imposed on individuals. In the further opinion of Bond Counsel, interest (and original issue discount) on the 2025 Bonds is exempt from State of California personal income tax. See the caption “TAX MATTERS” with respect to tax consequences relating to the Bonds, including with respect to the alternative minimum tax imposed on certain large corporations.

Set forth in Appendix C is the form of opinion of Bond Counsel expected to be delivered in connection with the issuance of the 2025 Bonds. For a more complete discussion of such opinion and certain tax consequences incident to the ownership of the 2025 Bonds, see the caption “TAX EXEMPTION.” Professionals Involved in the Offering
U.S. Bank Trust Company, National Association, San Francisco, California, will act as Trustee under the Indenture. Piper Sandler & Co. (the “Underwriter”) is the Underwriter of the 2025 Bonds. Certain proceedings in connection with the issuance and delivery of the 2025 Bonds are sub ject to the approval of Stradling Yocca Carlson & Rauth LLP, Newport Beach, California, Bond Counsel and Disclosure Counsel to the District in connection with the issuance of the 2025 Bonds. Certain legal matters will be passed on for the City and the District by the City Attorney, for the Underwriter by Kutak Rock LLP, Irvine, California, and for the Trustee by its counsel. Other professional services have been performed by NBS, Temecula, California, as Special Tax Consultant (the “Special Tax Consultant”) and by Integra Realty Resources, Rocklin, California, as Appraiser.

For information concerning circumstances in which certain of the above -mentioned professionals, advisors, counsel and consultants may have a financial or other interest in the offering of the 2025 Bonds, see the caption “FINANCIAL INTERESTS.”
Continuing Disclosure
Pursuant to a Continuing Disclosure Certificate to be executed by the District (the “District Continuing Disclosure Certificate”), the District will agree to provide, or cause to be provided, to the Municipal Securities Rulemaking Board’s Electronic Municipal Market Access system (“EMMA”), maintained on the Internet at http://emma.msrb.org, certain annual financial information and operating data and notices of certain enumerated events. These covenants are being made in order to assist the Underwriter in complying with subsection (b)(5) of Rule 15c2-12 adopted by the Securities and Exchange Commission (“Rule 15c2-12”).

The Underwriter does not consider Tri Pointe to be an “obligated person” with respect to the 2025 Bonds for purposes of Rule 15c2-12. Notwithstanding the foregoing, to assist in the marketing of the 2025 Bonds, Tri Pointe will agree to provide, or cause to be provided to EMMA, certain updates with respect to its development within the District and notices of certain enumerated events. See Appendix G for a description of the specific nature of the semiannual reports and enumerated event notices to be filed by Tri Pointe.

See “CONTINUING DISCLOSURE,” Appendix F — “FORM OF DISTRICT CONTINUING DISCLOSURE CERTIFICATE” and Appendix G — “FORM OF BUILDER CONTINUING DISCLOSURE CERTIFICATE.”
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Parity Bonds
Under the Indenture, under certain circumstances, the District may issue additional indebtedness secured by the Net Taxe s on a parity with the Bonds (“Parity Bonds”) to finance additional Project C osts and for refunding all or a portion of the Bonds or Parity Bonds. See the caption “SOURCES OF PAYMENT FOR THE BONDS — Parity Bonds.” Other taxes and/or special assessments with liens equal in priority to the continuing lien of the Special Taxes may also be levied in the future on the property within the District, which could adversely affect the willingness of the landowners to pay the Special Taxes when due. See the caption s “THE DISTRICT — Direct and Overlapping Debt” and “SPECIAL RISK FACTORS — Direct and Overlapping Indebtedness.”
Bond Owners’ Risks
Certain events could affect the ability of the District to pay the principal of and interest on the 2025 Bonds when due. See the caption “SPECIAL RISK FACTORS” for a discussion of certain factors which should be considered, in addition to other matters set forth herein, in evaluating an investment in the 2025 Bonds. The purchase of the 2025 Bonds involves risks, and the 2025 Bonds may not be appropriate investments for some types of investors.

Other Information
This Official Statement speaks only as of its date, and the information contained herein is subject to change.

Brief descriptions of the 2025 Bonds and the Indenture ar e included in this Official Statement. Such descriptions and information do not purport to be comprehensive or definitive. All references herein to the Indenture, the 2025 Bonds and the Constitution and laws of the State, as well as the proceedings of th e City Council, acting as the legislative body of the District, are qualified in their entirety by references to such documents, laws and proceedings, and with respect to the 2025 Bonds, by reference to the Indenture. Capitalized terms not otherwise defined in this Official Statement have the meanings set forth in Appendix E.

Copies of the Indenture and other documents and information are available for inspection and copies may be obtained from the City, 600 6th Street, Lincoln, California, 95648, Attention: Finance Director.

FINANCING PLAN
Estimated Sources and Uses of Funds
The following table sets forth the expected sources and uses of 2025 Bond proceeds. The District expects to apply the 2025 Bond proceeds deposited in the Acquisition and Construction Fund to acquire public infrastructure completed by the Master Developer which benefits the property in the District. Such public infrastructure include roadways, landscaping and bridge improvements. 586

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Sources of Funds
Principal Amount of 2025 Bonds
[Plus/Less] [Net] Original Issue [Premium/Discount]
Total Sources

Uses of Funds:

Acquisition and Construction Fund
Costs of Issuance(1)
2025 Bonds Reserve Subaccount
Total Uses

(1) To pay costs of issuance of the 2025 Bonds, including legal fees, underwriter’s discount, printing costs, Appraiser, Special Tax Consultant and Trustee fees.

THE 2025 BONDS
General Provisions
The 2025 Bonds will be dated their date of delivery and will bear interest at the rates per annum set forth on the inside cover page hereof, payable semiannually on each March 1 and September 1, commencing March 1, 2026 (each, an “Interest Payment Date”), and will mature in the amounts and on the dates set forth on the inside cover page of this Official Statemen t. Interest will be calculated on the basis of a 360 -day year comprised of twelve 30-day months. The 2025 Bonds will be issued in fully registered form in denominations of $5,000 or any integral multiple thereof.

Interest on any 2025 Bond will be payable from the Interest Payment Date next preceding the date of authentication of such 2025 Bond, unless: (i) such date of authentication is an Interest Payment Date, in which event interest will be payable from such date of authentication; (ii) the date of authentication is after the fifteenth day of the month preceding an Interest Payment Date, regardless of whether such day is a Business Day (each, a “Record Date”) but prior to the immediately succeeding Interest Payment Date, in which event interest will be payable from the Interest Payment Date immediately succeeding the date of authentication; or (iii ) the date of authentication is prior to the close of business on the first Record Date occurring after the issuance of such 2025 Bond, in which event interest will be payable from the dated date of such 2025 Bond, as applicable; provided, however, that if at the time of authentication of such 2025 Bond, interest is in default, interest on such 2025 Bond will be payable from the last Interest Payment Date to which the interest has been paid or made available for payment or, if no interest has been paid or made available for payment on such 2025 Bond, interest on such 2025 Bond will be payable from its dated date.

Interest on any 2025 Bond will be paid to the person whose name appears as its owner in the registration books held by the Trustee on the close of business on the Record Date. Principal of, and premium, if any, due upon redemption is payable upon presentation and surrender of the 2025 Bonds at the designated corporate trust office of the Trustee in San Francisco, California.

The 2025 Bonds will be issued as fully registered bonds and will be registered in the name of Cede & Co., as nominee of DTC. DTC will act as securities depository of the 2025 Bonds. Ownership interests in the 2025 Bonds may be purchased in book -entry form only in denominations of $5,000 and any integral multiple thereof. So long as DTC is the securities depository all payments of principal and interest on the 2025 Bonds will be made to DTC and will be paid to the Beneficial Owners in accordance with DTC’s procedures and the procedures of DTC’s Participants. See APPENDIX H — “BOOK-ENTRY ONLY SYSTEM.” In the event the 2025 Bonds are not held in book-entry form, interest will be paid by check of the Trustee mailed by first class mail, postage prepaid, to the 2025 Bond Owner at its address on the registration books kept by the Trustee . Pursuant to a written request prior to the Record Date of a 2025 Bond Owner of at least 587

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$1,000,000 in aggregate principal amount of 2025 Bonds or of any issue of Parity Bonds, payment will be made by wire transfer in immediately available funds to a designated account in the United States.

Debt Service Schedule
The following table presents the annual debt service on the Bonds (including sinking fund redemptions), assuming that there are no optional or special mandatory redemptions. See the caption “—Redemption” below. 2025 Bonds
Year Ending
September 1
2022 Bonds
Debt Service Principal Interest
Total Debt
Service
Total Bonds
Debt Service
2026 $ 736,188
2027 751,688
2028 766,188
2029 779,688
2030 797,188
2031 813,438
2032 828,438
2033 845,000
2034 862,500
2035 878,500
2036 898,000
2037 915,750
2038 936,750
2039 955,750
2040 972,750
2041 992,750
2042 1,010,500
2043 1,011,000
2044 1,010,000
2045 1,012,500
2046 1,013,250
2047 1,012,250
2048 1,014,500
2049 1,014,750
2050 1,013,000
2051 1,014,250
2052 1,013,250
2053 --
2054 --
2055 --
Total $ 24,869,813
Table 1 below sets forth the estimated debt service coverage on the Bonds for Fiscal Years 2025-26 through 2029-30. Annual Debt Service on the 2025 Bonds has been sized based on the expected Special Tax revenues to be received in each Fiscal Year from the 456 parcels to be classified as Developed Property (based on development status as of June 1, 2025), assuming that the Special Taxes are levied at 100% of the Assigned Special Tax. Assuming no delinquencies, the Special Tax levy on 456 parcels of Developed Property within the District (based on development status as of June 1, 2025) will generate in each Fiscal Year not less than the Administrative Expenses Cap (which is $31,836 for the Fiscal Year 2025 -26 and will escalate by 2.00 % per Fiscal Year) plus at least 99.8% of debt service payable with respect to the Bonds in the calendar year that begins 588

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in that Fiscal Year, assuming that Special Taxes are levied and collected on such Developed Property pursuant to the Amended Rate and Method.

TABLE 1

CITY OF LINCOLN
COMMUNITY FACILITIES DISTRICT NO. 2019-1 (INDEPENDENCE AT LINCOLN)

ESTIMATED BOND DEBT SERVICE COVERAGE
Maturity
Special Tax
Revenues
from
Developed
Property
Special Tax
Revenues from
All Taxable
Property
Administrative
Expenses Cap
CFD 2019-1
Debt Service*
Debt Service
Coverage
from
Developed
Property
Debt Service
Coverage
from All
Property
2026(1) $1,210,570 $1,435,909 $(31,836) $1,176,057 100.2% 119.4% 2027(2) 1,234,782 1,464,628 (32,473) 1,204,938 99.8 118.9 2028 1,259,477 1,493,919 (33,122) 1,224,438 100.2 119.3 2029 1,284,667 1,523,798 (33,785) 1,247,688 100.3 119.4 2030 1,310,360 1,554,274 (34,461) 1,274,438 100.1 119.3

* Preliminary, subject to change.
(1) Reflects the actual Fiscal Year 2025-26 Special Tax levy. (2) Beginning in Fiscal Year 2026-27 and for each Fiscal Year thereafter, reflects projected Special Tax levy based on 456 parcels classified as Developed Property (based on development status as of June 1, 2025), assuming that the Special Taxes are levied at 100% of the Assigned Special Tax. If all Final Map Property becomes Developed Property, the Special Tax Revenues from the Maximum Special Tax levy will be higher than the amount shown.

Source: NBS and the Underwriter.

Redemption
Optional Redemption. The 2025 Bonds may be redeemed at the option of the District from any source of funds on any date on or after September 1, 20__, in whole or in part, from such maturities as are selected by the District and by lot within a maturity, at the following redempti on prices, expressed as a percentage of the principal amount to be redeemed, together with accrued interest to the date of redemption:

Redemption Date Redemption Price
September 1, 20__ through and including August 31, 20__ 103% September 1, 20__ through and including August 31, 20__ 102 September 1, 20__ through and including August 31, 20__ 101 September 1, 20__ and any date thereafter 100
In the event that the District elects to redeem 2025 Bonds as provided above, the District will give written notice to the Trustee of its election to so redeem, the redemption date and the principal amount of the 2025 Bonds of each maturity to be redeemed. The notice to the Trustee will be given at least 30 but no more than 60 days prior to the redemption date, or by such later date as is acceptable to the Trustee.

Mandatory Sinking Fund Redemption. The 2025 Bonds maturing on September 1, 20__ (the “2__ Term Bonds”) will be called before maturity and redeem ed, from the Sinking Fund Payments that have been deposited into the Redemption Account established under the Indenture, on September 1, 20__, and on each September 1 thereafter prior to maturity, in accordance with the schedule of Sinking Fund Payments se t forth below. The 20 __ Term Bonds so called for redemption will be selected by the Trustee by lot and will be redeemed at a redemption price for each redeemed 20__ Term Bond equal to the principal amount thereof, plus accrued interest to the redemption date, without premium, as follows:
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Term Bonds Maturing September 1, 20__
Sinking Fund Redemption Date
(September 1) Sinking Fund Payments

* Maturity.

The 2025 Bonds maturing on September 1, 20__ (the “20__ Term Bonds”) will be called before maturity and redeemed, from the Sinking Fund Payments that have been deposited into the Redemption Account established under the Indenture, on September 1, 20__, and on each September 1 thereafter prior to maturity, in accordance with the schedule of Sinking Fund Payments set forth below. The 20 __ Term Bonds so called for redemption will be selected by the Trustee by lot and will be redeemed at a redemption price for each redeemed 20__ Term Bond equal to the principal am ount thereof, plus accrued interest to the redemption date, without premium, as follows:

Term Bonds Maturing September 1, 20__
Sinking Fund Redemption Date
(September 1) Sinking Fund Payments

* Maturity.

The 2025 Bonds maturing on September 1, 20__ (the “20__ Term Bonds”) will be called before maturity and redeemed, from the Sinking Fund Payments that have been deposited into the Redemption Account established under the Indenture, on September 1, 20__, and on each September 1 thereafter prior to maturity, in accordance with the schedule of Sinking Fund Payments set forth below. The 20__ Term Bonds so called for redemption will be selected by the Trustee by lot and will be redeemed at a redemption price for each redeemed 20__ Term Bond equal to the principal amount thereof, plus accrued interest to the redemption date, without premium, as follows:

Term Bonds Maturing September 1, 20__
Sinking Fund Redemption Date
(September 1) Sinking Fund Payments

* Maturity.
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The 2025 Bonds maturing on September 1, 20__ (the “20__ Term Bonds”) will be called before maturity and redeemed, from the Sinking Fund Payments that have been deposited into the Redemption Account established under the Indenture, on September 1, 20__, and on each September 1 thereafter prior to maturity, in accordance with the schedule of Sinking Fund Payments set forth below. The 20__ Term Bonds so called for redemption will be selected by the Trustee by lot and will be redeemed at a redemption price for each redeemed 20__ Term Bond equal to the principal amount thereof, plus accrued interest to the redemption date, without premium, as follows:

Term Bonds Maturing September 1, 20__
Sinking Fund Redemption Date
(September 1) Sinking Fund Payments

* Maturity.

If the District purchases Term Bonds during the Fiscal Year immediately preceding one of the sinking fund redemption dates specified above, the District will notify the Trustee at least 45 days prior to the redemption date as to the principal amount purchased, and the amount purchased will be credited at the time of purchase to the next Sinking Fund Payment for the Term Bond so purchased, to the extent of the full principal amount of the purchase. All Term Bonds purchased will be cancelled pursuant to the Indenture.

In the event of a partial optional redemption or special mandatory redemption of the Term Bonds, each of the remaining Sinking Fund Payments for such Term Bonds will be reduced, as nearly as practicable, on a pro rata basis.

Special Mandatory Redemption from Special Tax Prepayments. The 2025 Bonds are subject to special mandatory redemption as a whole or in part on a pro rata basis among maturities and by lot within a maturity, on any Interest Payment Date on or after March 1, 2026, and will be redeemed by the Trustee, from any amounts paid by the District to the Trustee and designated by the District as a prepayment of Special Taxes for one or more parcels in the District made in accordance with the Amended Rate and Method (the “Prepayments”) deposited to the Redemption Account pursuant to the Indenture, plus amounts transferred from the Reserve Account (and the subaccounts therein) pursuant to the Indenture, at the following redemption prices, expressed as a percentage of the principal amount to be redeemed, together with accrued interest to the redemption date:

Redemption Date Redemption Price
Any Interest Payment Date from March 1, 202_ through March 1, 20__ 103% September 1, 20__ and March 1, 20__ 102
September 1, 20__ and March 1, 20__ 101
September 1, 20___ and any Interest Payment Date thereafter 100 Prepayments will be allocated to the payment at maturity and redemption of Bonds and any Parity Bonds as nearly as practicable on a proportionate basis based on the outstanding principal amount of the Bonds and any Parity Bonds and such amounts shall be applied to redeem Bonds and Parity Bonds as nearly as practicable on a pro rata basis among maturities in increments of $5,000; provided, however, that, for Prepayments of less than $50,000, the District may specify in a Certificate of an Authorized Representative that Prepayments be applied to one or more maturities of the Bonds or Parity Bonds so long as there is delivered to the Trustee a certificate of the Independent Financial Consultant that, following such application of the Prepayments, the maximum 591

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Special Taxes that may be levied in each Fiscal Year on Taxable Property is not less than 110% of Annual Debt Service, plus the Administrative Expenses Cap, in the Bond Year that begins in such Fiscal Year.

See the caption “SPECIAL RISK FACTORS — Potential Early Redemption of 2025 Bonds from Prepayments or Community Facilities District Bond Proceeds” for a discussion of the potential for a lower than expected yield on the Bonds as a result of a special mandatory redemption from prepayment of Special Taxes or proceeds of bonds of other community facilities districts.

Notice of Redemption. So long as the 2025 Bonds are held in book-entry form, notice of redemption will be sent by the Trustee to DTC and not to the Beneficial Owners of the 2025 Bonds under the DTC book- entry only system. Neither the District nor the Trustee is responsible for notifying the Beneficial Owners, who are to be notified in accordance with the procedures in effect for the DTC book-entry system. See Appendix H — “BOOK-ENTRY ONLY SYSTEM.”
The Trustee will give notice, in the name and at the expense of the District, of the redemption of 2025 Bonds. Such notice of redemption will : (i) specify the CUSIP numbers (if any), the bond numbers and the maturity date or dates of the 2025 Bonds selected for redemption, except that where all of the 2025 Bonds are subject to redemption, or all of the 2025 Bonds of one maturity are to be redeemed, the bond num bers of such issue need not be specified; (ii) state the date fixed for redemption and surrender of the 2025 Bonds to be redeemed; (iii) state the redemption price; (iv) state the place or places where the 2025 Bonds are to be redeemed; (v) in the case of 2025 Bonds to be redeemed only in part, state the portion of such 2025 Bond which is to be redeemed; (vi) state the date of issue of the 2025 Bonds as originally issued; (vii) state the rate of interest borne by each 2025 Bond being redeemed; and (viii) state any other descriptive information needed to identify accurately the 2025 Bonds being redeemed as specified by the Trustee. Such notice will further state that on the date fixed for redemption, there will become due and payable on each 2025 Bond, or portion thereof called for redemption, the principal thereof, together with any premium, and interest accrued to the redemption date, and that from and after such date, interest thereon will cease to accrue and be payable. At least 30 days but no more than 45 days prior to the redemption date, the Trustee will mail a copy of such notice of redemption, by first class mail, postage prepaid, to the respective Owners thereof at their addresses appearing on the Bond Register, and to the original purchaser of any 2025 Bonds; provided, however, so long as the 2025 Bonds are registered in the name of the Nominee, such notice shall be given in such manner as complies with the requirements of the Depository. The actual receipt by the Owner of any 2025 Bond of notice of such redemption is not a condition precedent to redemption, and neither the failure to receive nor any defect in such notice will affect the validity of the proceedings for the redemption of such 2025 Bonds, or the cessation of interest on the redemption date.

A certificate by the Trustee that notice of such redemption has been given as provided in the Indenture will be conclusive as against all parties and the Owner is not entitled to show that he or she failed to receive notice of such redemption.

In addition to the foregoing notice, further notice will be given by the Trustee as set out below, but no defect in said further notice nor any failure to give all or any portion of such further notice will in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed.

Each further notice of redemption will be sent not later than the date that notice of redemption is given to the Owners pursuant to the Indenture by first class mail or facsimile to the Depository and to any other registered securities depositories then in the business of holding substantial amounts of obligations of types comprising the 2025 Bonds and to one or more of the national information services that are in the business of disseminating notice of redemption of obligations such as the 2025 Bonds.

Upon the payment of the redemption price of any 2025 Bonds being redeemed, each check or other transfer of funds issued for such purpose will to the extent practicable bear the CUSIP number identifyi ng, by issue and maturity, the 2025 Bonds being redeemed with the proceeds of such check or other transfer. 592

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With respect to any notice of optional redemption of 2025 Bonds, such notice may state that such redemption is conditional upon the receipt by the T rustee on or prior to the date fixed for such redemption of moneys sufficient to pay the principal of, premium, if any, and interest on such 2025 Bonds to be redeemed and that, if the District determines that such moneys will not be so received on or prior to the redemption date, said notice shall be of no force and effect and the Trustee shall not be required to redeem such 2025 Bonds. If any condition stated in the redemption notice for an optional redemption shall not have been satisfied on or prior to the redemption date: (i) the redemption notice shall be of no force and effect, (ii) the District shall not be required to redeem such 2025 Bonds, (iii) the redemption shall not be made, and (iv) the Trustee shall within a reasonable time thereafter give notice to the persons in the manner in which the conditional redemption notice was given that such condition or conditions were not met and that the redemption was canceled.

Selection of Bonds for Redemption. If less than all of the 2025 Bonds Outstanding are to be redeemed, the portion of any 2025 Bond of a denomination of more than $5,000 to be redeemed will be in the principal amount of $5,000 or an integral multiple thereof. In selecting portions of such 2025 Bonds for redemption, the Trustee will treat such 2025 Bonds as representing that number of 2025 Bonds of $5,000 denominations which is obtained by dividing the principal amount of such 2025 Bonds to be redeemed in part by $5,000. The procedure for the selection of Parity Bonds for redemption may be modified as set forth in the Supplemental Indenture for such Parity Bonds. The Trustee will promptly notify the District in writing of the 2025 Bonds, or portions thereof, selected for redemption.

Partial Redemption of Bonds . Upon surrender of any 2025 Bond to be redeemed in part only, the District will execute and the Trustee will authenticate and deliver to the Owner, at the expense of the District, a new 2025 Bond or 2025 Bonds of authorized denominations equal in aggregate principal amount to the unredeemed portion of the 2025 Bonds surrendered, with the same interest rate and the same maturity.

Effect of Notice and Availability of Redemption Money. Notice of redemption having been duly given, as provided in the Indenture, and the amount necessary for the redemption having been made available for that purpose and being available therefor on the date fixed for such redemption : (i) the 2025 Bonds, or portions thereof, designated for redemption will, on the date fixed for redemption, become due and payable at the redemption price thereof as provided in the Indenture, anything in the Indenture or in the 2025 Bonds to the contrary notwithstanding; (ii) upon presentation and surrender thereof at the designated corporate trust office of the Trustee, the redemption price of such 2025 Bonds will be paid to the Owners thereof; (iii ) as of the redemption date the 2025 Bonds, or portions thereof so designated for redemption will be deemed to be no longer Outstanding and such 2025 Bonds, or portions thereof, will cease to bear further interest; and (iv) as of the date fixed for redemption no Owner of any of the 2025 Bonds, or portions thereof so designated for redemption will be entitled to any of the benefits of the Indenture, or to any other rights, except with respect to payment of the redemption price and interest accrued to the redemption date from the amounts so made available.

Registration, Transfer and Exchange
Registration. The Trustee will keep sufficient books for the registration and transfer of the 2025 Bonds.

The ownership of the 2025 Bonds will be established by the 2025 Bond registration books held by the Trustee.

Transfer or Exchange. Subject to the limitations set forth in the following paragraph, the registration of any 2025 Bond may, in accordance with its terms, be transferred upon the Bond Register by the person in whose name it is registered, in person or by his or her duly authorized attorney, upon surrender of such 2025 Bond for cancellation at the designated corporate trust office of the Trustee, accompanied by delivery of written instrument of transfer in a form acceptable to the Trustee and duly executed by the Owner or his or her duly authorized attorney.
2025 Bonds may be exchanged at the designated corporate trust office of the Trustee for a like aggregate principal amount of 2025 Bonds for other authorized denominations of the same maturity and issue. The Trustee may not collect from the Owner any charge for any new 2025 Bond issued upon any exchange or transfer, but 593

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will require the Owner requesting such exchange or transfer to pay any tax or other governmental charge required to be paid with respect to such exchange or transfer. Whenever any 2025 Bonds are surrendered for registration of transfer or exchange, the District will execute and the Trustee will authenticate and deliver a new 2025 Bond or 2025 Bonds, as applicable, of the same issue and maturity, for a like aggregate principal amount; provided that the Trustee is not required to register transfers or make e xchanges of: (i) 2025 Bonds for a period of 15 days next preceding any selection of the 2025 Bonds to be redeemed; or (ii ) any 2025 Bonds chosen for redemption.

SOURCES OF PAYMENT FOR THE BONDS
Limited Obligations
The 2025 Bonds are special, limited oblig ations of the District payable only from amounts pledged under the Indenture and from no other sources. The 2025 Bonds are secured under the Indenture by a pledge of and lien upon Net Taxes and other amounts in the Special Tax Fund ( other than the Administrative Expensive Account) on a parity with the 2022 Bonds and any other Parity Bonds.

The Special Taxes are the primary source of security for the repayment of the Bonds. Under the Indenture, the District has pledged to repay the Bonds from the Net Taxes (which are Special Tax revenues remaining after the payment of the annual Administrative Expenses in an amount not to exceed the Administrative Expenses Cap (as defined in the Indenture)) and from amounts held in the Special Tax Fund (other than amounts h eld in the Administrative Expense Account therein). Special Tax revenues include the proceeds of the annual Special Tax levy received by the District, including any scheduled payments and Prepayments thereof, and the net proceeds of the redemption of delinquent Special Taxes or sale of property sold as a result of foreclosure of the lien of delinquent Special Taxes to the amount of said lien, and penalties and interest thereon; provided that any delinquent Special Tax sold to an independent third -party or to the City for 100% of the delinquent amount will no longer be pledged under the Indenture to the payment of the Bonds or Parity Bonds.

In the event that the Special Tax revenues are not received when due, the only sources of funds available to pay the debt service on the 2025 Bonds are amounts held by the Trustee in the Special Tax Fund (other than the Administrative Expense Account therein), including amounts held in the 2025 Bonds Reserve Subaccount of the Reserve Account, to the limited extent described in the Indenture, for the exclusive benefit of the Owners of the 2025 Bonds.

NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE CITY, THE COUNTY,

THE STATE OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE BONDS. EXCEPT FOR THE NET TAXES, NO OTHER TAXES ARE PLEDGED TO THE PAYMENT OF THE BONDS. THE BONDS ARE NOT GENERAL OR SPECIAL OBLIGATIONS OF THE CITY BUT ARE

LIMITED OBLIGATIONS OF THE DISTRICT PAYABLE SOLELY FROM THE NET TAXES AND OTHER AMOUNTS PLEDGED UNDER THE INDENTURE AS MORE FULLY DESCRIBED HEREIN.

Special Taxes
Authorization and Pledge . In accordance with the provisions of the Act, the City established the District on October 8, 2019 for the purpose of financing of various public improvements required in connection with the proposed development within the District. At a special election held on October 8, 2019, the qualified elector within the District authorized the District to incur indebtedness in an amount not to exceed $30,000,000 for the District and the levy o f the Special Taxes on property within the District to repay such bonds and to finance the Facilities (as defined below). On April 27, 2021, the qualified electors within the District undertook change proceedings and voted to approve the Amended Rate and Method, pursuant to which the Special Tax is and will be levied to repay indebtedness of the District, including the Bonds. 594

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The Bonds will be repaid only from annual Net Taxes derived from the levy and collection of Special Taxes pursuant to the Amended Rate and Method . The Amended Rate and Method permits the partial prepayment of Special Taxes for an Assessor’s Parcel, and any such Prepayments will be applied to redeem Bonds and Parity Bonds, if any. The Net Taxes collected from the annual Special Tax levy and the proceeds of any Prepayment have been pledged under the Indenture to the repayment of the Bonds and Parity Bonds.

The Special Taxes levied in any Fiscal Year may not exceed the maximum rates authorized pursuant to the Amended Rate and Method . S ee “— Amended Rate and Method of Apportionment of Special Tax ” and Appendix A — “AMENDED RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX.” There is no assurance that the Net Taxes will, in all circumstances, be adequate to pay the principal of and interest on the Bonds when due. See the caption “SPECIAL RISK FACTORS — Insufficiency of Special Tax Revenues.” Amended Rate and Method of Apportionment of Special Tax . The Amended Rate and Method applicable to the District is contained in Appendix A — “AMENDED RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX.” The meaning of the defined terms used in this section are as set forth in Appendix A.

In general, the Amended Rate and Method imposes a different Maximum Special Tax on Taxable Property within the Distric t depending upon whether such Taxable Property is classified as: (i) “Developed Property” (all Taxable Property for which a Building Permit was issued on or before June 1 of the prior Fiscal Year), (ii) “Final Map Property” (all property for which a Final Subdivision Map had recorded prior to June 1 of the preceding Fiscal Year and which has not yet become Developed Property ), (iii) “Taxable Contingent Property” (any Assessor’s Parcel of Non -Residential Property, Open Space Property, Property Owner Association Property, Public Property, or other property that would otherwise be classified as Exempt Property, but cannot be classified as Exempt Property because to do so would reduce the Acreage of all Taxable Property located within the District below the Minimum Taxable Acreage), ( iv) “Tentative Map Property” (all Parcels which are included within a Tentative Map that was approved prior to June 1 of the prior Fiscal Year ) or (v) “Undeveloped Property” ( all Taxable Property not classified as Developed Property, Final Map Property, Taxable Contingent Property, or Tentative Map Property).

Pursuant to the Amended Rate and Method the District is required to determine the “Special Tax Requirement” for each Fiscal Year. The Special Tax Requirement for the District is the amount required in any Fiscal Year to pay: (1) pay Debt Service on all Outstanding Bonds which is due in the calendar year t hat commences in such Fiscal Year; (2) pay for Authorized Services; (3) pay Administrative Expenses; (4) provide any amount required to establish or replenish a reserve fund in connection with any Bonds and Parity Bonds; (5) any amounts needed for Pay-As-You-Go Expenditures eligible to be funded by the District under the Act, to the extent that the inclusion of such amounts does not increase the Special Tax levy on Undeveloped Property; (6) provide any amount required to establish or replenish any operating reserve held by the City for Administrative Expenses; (7) provide an amount equal to reasonably anticipated Special Tax delinquencies based on the delinquency rate for Special Taxes levied in the previous Fiscal Year as determined by the CFD Administrator, as limited by the Act, and without duplicating any amounts described in items (4) or (6). The amounts referred to in clauses (1) through (7) of the preceding sentence may be reduced in any Fiscal Year (in the City's sole discretion) by (i) interest earnings on or surplus balances in funds and accounts for Bonds and any Parity Bonds to the extent that such earnings or balances are available to apply against Debt Service pursuant to the Indenture, (ii) proceeds from the collection of penalties associated with delinquent Special Tax, and (iii) any other revenues available to pay Debt Service on the Outstanding Bonds, any Parity Bonds or other indebtedness as determined by the CFD Administrator.

The Special Tax Requirement for the District is to be satisfied by levying the Special Tax in accordance with the following priority:

First: The Special Tax shall be levied Proportionately on each Assessor's Parcel of Developed Property at a rate up to 100% of the applicable Assigned Special Tax to satisfy the Special Tax Requirement. 595

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Second: If additional monies are needed to satisfy the Special Tax Requirement after the first step has been completed, the Special Tax shall be levied Proportionately on all Final Map Property at a rate up to 100% of the Maximum Special Tax for Final Map Property.

Third: If additional monies are needed to satisfy the Special Tax Requirement after the second step has been completed, the Special Tax shall be levied Proportionately on all Tentative Map Property at a rate up to 100% of the Maximum Special Tax for Tentative Map Property.

Fourth: If additional monies are needed to satisfy the Special Tax Requirement after the first three steps have been completed, the Special Tax shall be levied Proportionately on all Undeveloped Property at a r ate up to 100% of the Maximum Special Tax for Undeveloped Map Property.

Fifth: If additional monies are needed to satisfy the Special Tax Requirement after the first four steps have been completed, the Special Tax shall be levied on each Assessor’s Parcel of Developed Property whose Maximum Special Tax is derived by the application of the Backup Special Tax and shall be increased Proportionately from the Assigned Special Tax up to the Maximum Special Tax for each such Assessor’s Parcel.

Sixth: If additional monies are needed to satisfy the Special Tax Requirement after the first five steps have been completed, then the Special Tax shall be levied Proportionately on all Taxable Contingent Property at a rate up to 100% of the Maximum Special Tax for Taxable Contingent Property.

Notwithstanding the above , the Special Tax levied against any Assessor’s Parcel for which an occupancy permit for private residential use has been issued will not be increased as a consequence of delinquency or default by the owner of any other Assessor’s Parcel within the District by more than 10% above the amount that would have been levied in that fiscal year had there never been any such delinquencies or defaults. As a result, it is possible that the District may not be able to incre ase the tax levy to the Assigned Special Tax in all years.

The Assigned Special Tax rates for Developed Property are shown in Table 1 in the Amended Rate and Method. Assigned Special Tax rates have been established for Residential Property and Non -Residential Property in the six taxable Zones, which correspond to the six “Units” (i.e. project areas) developed or being developed by the three merchant builders in the District . The number of units projected in each Zone are as follows:

Tax Zone Number of Homes
Fiscal Year 2025-26
Assigned Special Tax
Rates Merchant Builder
1 122 $3,024 per Unit Richmond American
2 92 $3,194 per Unit Tri Pointe
3 98 $2,295 per Unit D.R. Horton
4 97 $2,001 per Unit D.R. Horton
5 92 $3,102 per Unit Tri Pointe
6 90 $2,902 per Unit Tri Pointe
Total Residential Units 591
On each July 1 the Assigned Special Tax rates for Developed Property shall be increased by two percent (2.00%) of the amount in effect in the prior Fiscal Year.

The Maximum Special Tax rate for each Assessor’s Parcel of Final Map Property in Fiscal Year 2025- 26 will be $ 15,147.99 per acre, which rate shall be increased by two percent (2.00%) on each July 1 of the amount in effect in the prior Fiscal Year.
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Based on development status as of June 1, 2025, 456 parcels within the District will be classified as Developed Property and 135 parcels will be classified as Final Map Property for the Fiscal Year 2025-26 Special Tax levy.

Annual Debt Service on the 2025 Bonds has been sized based on the expected Special Tax revenues to be received in each Fiscal Year from the 456 parcels to be classified as Developed Property (based on development status as of June 1, 2025), assuming that t he Special Taxes are levied at 100% of the Assigned Special Tax. Assuming no delinquencies, the Special Tax levy on 456 parcels of Developed Property within the District (based on development status as of June 1, 2025) will generate in each Fiscal Year no t less than the Administrative Expenses Cap (which is $31,836 for the Fiscal Year 2025 -26 and will escalate by 2.00 % per Fiscal Year) plus at least 99.8% of debt service payable with respect to the Bonds in the calendar year that begins in that Fiscal Year, assuming that Special Taxes are levied and collected on such Developed Property pursuant to the Amended Rate and Method.

Backup Special Tax Rates. When a Final Subdivision Map is recorded within the District, the Backup Special Tax for each Assessor’s P arcel of Developed Property shown on the Final Subdivision Map shall be determined by multiplying $15,147.99 (for Fiscal Year 2025-26) by the Minimum Taxable Acreage (94.90 acres) and dividing such product by the number of residential units in the District . The Backup Special Tax rate escalates by two percent (2.00%) on each July 1 of the amount in effect in the prior Fiscal Year Prepayment of Special Taxes . The Maximum Special Tax obligation may be partially prepaid for (i) Assessor’s Parcels of Developed Property, Final Map Property, Tentative Map Property, Undeveloped Property or Taxable Contingent Property. The Prepayment amount is calculated based on the sum of the Bond Redemption Amount, the Redemption Premium, the Defeasance Amount, Adminis trative Fees and Expenses and less a credit for the resulting reduction in the reserve accounts for the Bonds and Parity Bonds and capitalized interest (if any), all as specified in Section I of the Amended Rate and Method attached as Appendix A.

Prepayments of Special Taxes will be applied to effect an extraordinary redemption of Bonds and Parity Bonds.

See “THE BONDS — Redemption — Special Mandatory Redemption from Special Tax Prepayments.” Estimated Debt Service Coverage. In connection with the issuance of the 2025 Bonds, the Special Tax Consultant will certify that the Maximum Special Tax that may be levied in each Fiscal Year on Assessor’s Parcels which will be classified as Taxable Property, based on development status as of June 1, 2025, less the Administrative Expenses Cap, will be at least equal to 110% of Maximum Annual Debt Service on the Bonds.

Actual collections of the Special Tax will depend on the amount of Special Tax delinquencies.

Limitation on Special Tax Levy and Potential Impact on Coverage. Pursuant to Section 53321(d) of the Government Code, the special tax levied against any assessor’s parcel for which an occupancy permit for private residential use has been issued will not be increased as a consequence of delinquency or default by the owner of any other assessor’s parcel within the District by more than 10% above the amount that would have been levied in that fiscal year had there never been any such delinquencies or defaults. As a result, it is possible that the District may not be able to increase the tax levy to the Assigned Special Tax in all years.

Levy, Collection and Application of Special Taxes. The Special Taxes are levied and collected by the Treasurer-Tax Collector of the County in the same manner and at the same time as ad valorem property taxes, although it is possible that the District could elect to provide handbills to property owners within the District.

The District has covenanted in the Indenture that each year it will levy Special Taxes up to the maximum rates permitted under the Amended Rate and Method in an amount sufficient, together with other amounts on deposit in the Special Tax Fund, to pay the principal of and interest on any Outstanding Bonds and Parity Bonds, to replenish the 202 5 Bonds Reserve Subaccount to the 20 25 Bonds Reserve Requirement and any other Subaccount of the Reserve Account to the applicable Reserve Requirement, and to pay Administrative Expenses. 597

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The District will make certain covenants in the Indenture which are intended to ensure that the current maximum Special Tax rates and method of collection of the Special Taxes are not altered in a manner that would impair the District’s ability to collect sufficient Special Taxes to pay debt service on the Bonds, Parity Bonds and Administrative Expenses when due.

First, the District has covenanted in the Indenture that it will take no actions that would discontinue or cause the discontinuance of the Special Tax levy or the District’s authority to levy the Special Tax for so long as the Bonds and any Parity Bonds are Outstanding.

Second, the District has covenanted in the Indenture, to the maximum extent that the law permits it to do so, not to initiate proceedings to reduce the maximum Special Tax rates for the District, unless, in connection therewith, the District receives a certificate from one or more Independent Financial Consultants which, when taken together, certify that: (i) such changes do not reduce the maximum Special Taxes that may be levied in each year on property within the District to an amount which is less than the Administrative Expense Cap plus 110% of the Annual Debt Service due in each corresponding future Bond Year with respect to the Bonds and Parity Bonds Outstanding as of the date of such proposed reduction; and (ii) the District is not delinquent in the payment of the principal of or interest on the Bonds or any Parity Bonds.

Third, the District has covenanted in the Indenture that, in the event that any initiative is adopted by the qualified electors within the District which purport s to reduce the maximum Special Tax below the levels specified in the preceding paragraph or to limit the power of the District to levy the Special Taxes for the purposes set forth in the Indenture, it will commence and pursue legal action in order to preserve its ability to comply with such covenants. The District can provide no assurance that any such legal action will be successful. See the caption “SPECIAL RISK FACTORS — Proposition 218.”
Fourth, the District has covenanted in the Indenture that it will not adopt any policy pursuant to the Act permitting the tender of Bonds or Parity Bonds in full payment or partial payment of any Special Taxes unless the District has first received a certificate from an Independent Financial Consultant that the acceptance of such a tender will not result in the District having insufficient Net Taxes to pay the principal of and interest on the Bonds and Parity Bonds when due.

See Appendix E under the caption “COVENANTS AND WARRANTY.” Although the Special Taxes constitute liens on taxed parcels within the District, they do not constitute a personal indebtedness of the owners of property within the District. Moreover, other liens for taxes and assessments already exist on the property located within the District and others could come into existence in the future in certain situations without the consent or knowledge of the City or the landowners in the District. See the captions “THE DISTRICT — Direct and Overlapping Debt” and “SPECIAL RISK FACTORS — Direct and Overlapping Indebtedness.” There is no assurance that property owners will be financially able to pay the annual Special Taxes or that they will pay such taxes even if financially able to do so, all as more fully described under the caption “SPECIAL RISK FACTORS.”
Proceeds of Foreclosure Sales . The net proceeds received following a judicial foreclosure sale of property within the District resulting from a property owner’s failure to pay the Special Taxes when due are included within the Net Taxes pledged to the payment of principal of and interest on the Bonds and any Parity Bonds under the Indenture.

Pursuant to Section 53356.1 of the Act, in the event of any delinquency in the payment of any Special Tax or receipt by the District of Special Taxes in an amount which is less than the Special Taxes levied, the City Council, as the legislative body of the District, may order that Special Taxes be collected by a Superior Court action to foreclose the lien within specified time limits. In such an action, the real property subject to the unpaid amount may be sold at a judicial foreclosure sale. Under the Act, the commencement of judicial foreclosure following the nonpayment of a Special Tax is not mandatory. However, the District has covenanted in the 598

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Indenture for the benefit of the owners of the Bonds and any Parity Bonds that it will : (i) commence judicial foreclosure proceedings against parcels with delinquent Special Taxes in excess of $ 4,000 by the December 1 following the close of each Fiscal Year in which such S pecial Taxes were due; and (ii) commence judicial foreclosure proceedings against all parcels with delinquent Special Taxes by the December 1 following the close of each Fiscal Year in which it receives Special Taxes in an amount which is less than 95% of the total Special Tax levied; and (iii) diligently pursue such foreclosure proceedings until the delinquent Special Taxes are paid; provided that, notwithstanding the foregoing, the District may elect to defer foreclosure proceedings on any parcel so long as the amount in the 2025 Bonds Reserve Subaccount is at least equal to the 2025 Bonds Reserve Requirement and the amounts in all other Subaccounts of the Reserve Account is at least equal to the applicable Reserve Requirement.

The District has covenanted in the Indenture that it will deposit the net proceeds of any foreclosure in the Special Tax Fund and will apply such proceeds remaining after the payment of Administrative Expenses to make current payments of principal and interest on the Bonds and any Pa rity Bonds, to bring the amount on deposit in the 2025 Bonds Reserve Subaccount up to the 2025 Bonds Reserve Requirement and the amount on deposit in any other Subaccount of the Reserve Account up to the applicable Reserve Requirement, and to pay any delinquent installments of principal or interest due on the Bonds and any Parity Bonds. See APPENDIX E — “SUMMARY OF THE INDENTURE — COVENANTS AND WARRANTY — Covenants” herein.

If foreclosure is necessary and other funds (including amounts in the 2025 Bonds Reserve Subaccount) have been exhausted, debt service payments on the Bonds could be delayed unless the foreclosure proceedings produce sufficient net foreclosure sale proceeds. Judicial foreclosure actions are subject to the normal del ays associated with court cases and may be further slowed by bankruptcy actions, involvement by agencies of the federal government and other factors beyond the control of the City and the District. See the caption “SPECIAL RISK FACTORS — Enforcement Delays – Bankruptcy.” Moreover, no assurances can be given that the real property subject to foreclosure and sale at a judicial foreclosure sale will be sold or, if sold, that the net proceeds of such sale will be sufficient to pay any delinquent Special Tax installment. See the caption “SPECIAL RISK FACTORS — Property Values.” Although the Act authorizes the District to cause such an action to be commenced and diligently pursued to completion, the Act does not impose on the District or the City any obligation to purchase or acquire any lot or parcel of property sold at a foreclosure sale if there is no other purchaser at such sale. The Act provides that, in the case of a delinquency, the Special Tax will have the same lien priority as is provided for ad valorem taxes.

Collection of Special Taxes and Flow of Funds. The Special Taxes will be levied and collected by the Treasurer-Tax Collector of the County in the same manner and at the same time as ad valorem property taxes, although it is possible that the Di strict could elect to provide handbills to property owners within the District.

When the County apportions Special Taxes to the District, the District will transmit the Special Taxes to the Trustee for deposit in the Special Tax Fund established by the Indenture.

Except for Prepayments, which will be deposited to the Redemption Account of the Special Tax Fund, the Trustee will, on each date on which the Special Taxes are received from the District, deposit the Special Taxes in the Special Tax Fund to be held in trust for the Owners. The Trustee will transfer the Special Taxes on deposit in the Special Tax Fund on the dates, in the amounts and in the following order of priority, to:

First: To the Administrative Expense Account in an amount up to the Adminis trative Expenses Cap.

Second: To the Interest Account, an amount such that the balance in the Interest Account one Business Day prior to each Interest Payment Date is equal to the installment of interest due on the Bonds and any Parity Bonds on said Intere st Payment Date and any installment of interest due on a previous Interest Payment Date which remains unpaid. Moneys in the Interest Account will be used for the payment of interest on the Bonds and any Parity Bonds as the same become due.
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Third: To the P rincipal Account, an amount such that the balance in the Principal Account one Business Day prior to September 1 of each year, commencing September 1, 2026, is equal the principal payment due on the Bonds and any Parity Bonds maturing on such September 1 and any principal payment due on a previous September 1 which remains unpaid. Moneys in the Principal Account shall be used for the payment of the principal of such Bonds and any Parity Bonds as the same become due at maturity.

Fourth: To the Redemption Ac count, the amount needed to make the balance in the Redemption Account one Business Day prior to each September 1 on which a Sinking Fund Payment is due equal to the Sinking Fund Payment due on any Outstanding Bonds and Parity Bonds on such September 1; provided, however, that, if amounts in the Special Tax Fund are inadequate to make the foregoing transfers, then any deficiency with respect to the Bonds shall be made up by an immediate transfer from the 2025 Bonds Reserve Subaccount and any deficiency with respect to a series of Parity Bonds shall be made up by an immediate transfer from the Subaccount of the Reserve Account for such series of Parity Bonds , if funded, pursuant to the Indenture; and thereafter, to pay the principal and premium, if any, due in connection with an optional redemption of Bonds or Parity Bonds.

Fifth: To the Subaccounts of the Reserve Account of the Special Tax Fund, on a proportionate basis based on the outstanding principal amount of the Bonds and any Parity Bonds, to the extent necessary to replenish the 2025 Bonds Reserve Subaccount to the 2025 Bonds Reserve Requirement and the Reserve Requirement with respect to Parity Bonds, if any.

Sixth: To the Administrative Expense Account of the Special Tax Fund the amount of any Administrative Expenses for the current Bond Year in excess of the Administrative Expenses Cap as directed by the City.

Seventh: To the Rebate Fund established by the Indenture to the extent directed by the City pursuant to the Indenture.

Eighth: To the Surplus Fund established by the Indenture such remaining amounts in the Special Tax Fund after making the foregoing transfers on September 1. 2025 Bonds Reserve Subaccount of the Reserve Account
In order to secure further the payment of principal of and interest on the 2025 Bonds, the District is required, upon delivery of the Bonds, to deposit in the 2025 Bonds Reserve Subaccount and thereafter to maintain in the 2025 Bonds Reserve Subaccount an amount equal to the 2025 Bonds Reserve Requirement. The term “2025 Bonds Reserve Requirement ” is defined in the Indenture to mean, that amount as of any date of calculation, equal to the lesser of: (i) 10% of the initial principal amount of the Bonds; (ii ) Maximum Annual Debt Service on the then Outstanding Bonds; (iii) 125% of average Annual Debt Service on the then Outstanding Bonds; provided, however, that the 2025 Bonds Reserve Subaccount shall not exceed $__________. The Reserve Requirement may be satisfied in whole or in part by cash, a Reserve Policy (as defined in the Indenture), or a combination thereof . On the date of issuance of the Bonds, the District will deposit $__________ from proceeds of the Bonds into the 2025 Bonds Reserve Subaccount to satisfy the 2025 Bonds Reserve Requirement.

The 2025 Bonds Reserve Subaccount only secures and the amounts therein are only available to pay the principal of, redemption premium, if any, and interest on the 2025 Bonds. In connection with the issuance of the 2022 Bonds, the District established the 2022 Bon ds Reserve Subaccount, which secures only the 2022 Bonds, and does not secure the 2025 Bonds. In connection with the issuance of a series of Parity Bonds, if any, the District may establish an additional Subaccount within the Reserve Account which secures such series of Parity Bonds. Such additional Subaccounts within the Reserve Account established for Parity Bonds will not secure the 2025 Bonds.
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Subject to the limits on the maximum annual Special Tax levy set forth in the Amended Rate and Method and in the Indenture, the District has covenanted in the Indenture to levy Special Taxes in an amount sufficient, in light of the other intended uses of the Special Tax proceeds, to maintain the balance in the 2025 Bonds Reserve Subaccount at the 202 5 Bonds Reserve Requirement and any other Subaccount of the Reserve Account at the applicable Reserve Requirement . Amounts in the 2025 Bonds Reserve Subaccount are to be applied: (i) to pay debt service on the 2025 Bonds, including Sinking Fund Payments, to t he extent that other monies are not available therefor; (ii) to redeem 2025 Bonds in the event of prepayment of Special Taxes, to optionally redeem 2025 Bonds or in connection with a partial defeasance of 2025 Bonds, in accordance with the Indenture; and (iii) to pay any rebate requirements with respect to the 2025 Bonds. See Appendix E under the caption “CREATION OF FUNDS AND APPLICATION OF PROCEEDS — Reserve Account of the Special Tax Fund.”
County Teeter Plan not Applicable to the District
Although the Placer County Board of Supervisors has adopted the Alternative Method of Distribution of Tax Levies and Collections and of Tax Sale Proceeds (the “Teeter Plan”) which allows each entity levying secured property taxes in the County to draw on the amount of property taxes levied rather than the amount actually collected, as provided for in Section 4701 et seq. of the California Revenue and Taxation Code, the District is not included in the County Teeter Plan. Consequently, the District may not draw on the County Tax Loss Reserve Fund in the event of delinquencies in Special Tax payments within the District.

Parity Bonds
The Indenture provides that, upon satisfaction of certain conditions, the District may issue Parity Bonds payable from the Net Taxes and oth er amounts deposited in the Special Tax Fund (other than in the Administrative Expenses Account therein) and secured by a lien and charge upon such amounts equal to the lien and charge securing the Outstanding Bonds and any other Parity Bonds theretofore issued; provided, however, Parity Bonds may only be issued : (i) for the purpose of refunding all or a portion of the Bonds or any Parity Bonds then Outstanding, or (ii) for other purposes of the District in a principal amount not to exceed $6,775,000.

Among other conditions, in order to issue Parity Bonds for other than refunding purposes, the District shall have received a certificate of the Special Tax Administrator certifying that (i) the maximum Special Taxes (based on development status of the Taxable Property at the time of issuance of such Parity Bonds) that may be levied in each Fiscal Year, less the Administrative Expenses Cap, is not less than 110% of the Annual Debt Service in the Bond Year that begins in such Fiscal Year; and (ii) the Value of District Property is not less than four (4) times the sum of Direct Debt for District Property plus Overlapping Debt allocable to all property in the District subject to the Special Tax. For purposes of the foregoing Certificate of the Special Tax Administrator, all calculations shall consider the Parity Bonds proposed to be issued to be Outstanding.

Among other conditions, in order to issue Parity Bonds to refund all or a portion of the Bonds or any Parity Bonds, the District shall have received a certificate of the Special Tax Administrator certifying that in each Bond Year the Annual Debt Service on the Bonds and Parity Bonds to remain Outstanding following the issuance of the Parity Bonds proposed to be issued is less than the Annual Debt Service on the Bonds and Parity Bonds Outstanding prior to the issuance of such Parity Bonds . See Appendix E under the caption “DEFEASANCE AND PARITY BONDS.”

THE DISTRICT
General Description of the District
The District contains 591 residential lots within six project areas or “ Units,” and is located along the south line of Nicolaus Road, east of Nelson Lane and west of Lakeside Drive, within the City. Approximately

 Preliminary, subject to change.
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63 acres of property in the District are expected to be subject to the Special Tax (as defined herein) at build-out.

The property within the District which is not subject to the levy of the Special Tax consists primarily of parks, open space preserves and other public property.

The property within the District is planned for 591 residential units in a community being marketed as “Independence at Lincoln.” The Master Developer no longer owns any property within the District and has conveyed, either directly or through a land bank ing entity, all property planned for residential development to Richmond American, Tri Pointe and D.R. Horton. Richmond American and D.R. Horton have completed their respective developments within the District and no longer own any property within the Dis trict. Tri Pointe is currently the only active homebuilder in the District.

Water and sewer service to the property within the District is currently supplied by the City. Electricity and gas is currently supplied by PG&E.

The property within the District is not located in a Fault-Rupture Hazard Zone (formerly referred to as an Alquist-Priolo Earthquake Study Zone) and is not located within one-half mile of an active earthquake fault.

Additionally, the District is not located in a flood plain area . The District is not located in an area which the Department of Forestry and Fire Protection of the State of California (“CalFire”) has classified as an area of concern and is not in an area classified by CalFire as a Very High Fire Hazard Severity Zone. Notwithstanding the foregoing, the property in the District may be subject to unpredictable seismic activity, fires, flood, or other natural disasters. See “SPECIAL RISK FACTORS — Natural Disasters.” A map showing the location of the District and an aerial photograph thereof appear following the Table of Contents.

Authorized Uses of 2025 Bond Proceeds
Proceeds of the 2025 Bonds are authorized to be used to pay for the costs of acquisition of facilities completed by the Master Developer , including certain storm drain and street improvements , landscape improvements and the costs of certain water and sewer system improvements to be owned and operated by the City. See the caption “FINANCING PLAN.”
Appraisal Report
The estimated assessed value of the property within the District, as shown on the County’s assessment roll for Fiscal Year 202 5-26 is approximately $ 278,525,010. A property’s assessed value is not necessarily indicative of its market value. In order to provide information with respect to the value of the taxable property within the District, the City engaged the Appraiser to prepare the Appraisal Report. The Appraiser has an “MAI” designation from the Appraisal Institute and has prepared numerous appraisals for the sale of land -secured municipal bonds. The Appraiser was selected by the City and has no material relationships with the City or the owners of the land within the District other than the relationship represented by the engagement to prepare the Appraisal Report. The City instructed the Appraiser to prepare its analysis and report in conformity with City- approved guidelines and the Appraisal Standards for Land Secured Financings published in 1994 and revised in 2004 by the California Debt and Investment Advisory Commission. A copy of the Appraisal Report is included as Appendix D — “APPRAISAL REPORT” to this Official Statement.

The purpose of the Appraisal Report was to estimate the market value of the property within the District subject to the lien of the Special Taxes. The estimate of market value takes into consideration and is based on 602

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the hypothetical condition that certain proceeds from the Bonds will be used to reimburse the Master Developer for public infrastructure improvements completed. The Appraisal Report also takes into account the impact of the Special Tax lien on the property in the District.

Subject to the contingencies, assumptions and limiting conditions set forth in the Appraisal Report, the Appraiser concluded that, as of the September 1, 2025, Date of Value, the market value of the Taxable Property within the District was $284,496,262 consisting of $41,153,000 of appraised value of 184 parcels in the District and $243,343,262 of Fiscal Year 2025-26 assessed value for 407 parcels in the District. In reaching the foregoing market value, with respect to the 591 parcels for which the County has assigned Fiscal Year 2025-26 assessed value of $400,000 or less, the Appraiser utilized the appraised value that was reached using the methodology described below. With respect to the 407 parcels for which the County has assigned Fiscal Year 202 5-26 assessed value of more than $400,000 , the Appraiser used the County’s assessed value for purposes of the concluded overall value in the Appraisal Report.

In valuing the 184 parcels for which appraisal value was assigned , in order to reach the overall concluded value, the Appraiser used a sales comparison approach and, with respect to the finished lots, applied a land residual analysis. In applying the land residual analysis, the Appraiser deducted the direct and indirect costs from an estimate of the anticipated gross sales price of the improved product and the resultant net sales proceeds are then discounted to present value at an anticipated rate over the development and absorption period.

The Appraisal Report is based upon a variety of assumptions and limiting conditions that are described in Appendix D. The City, the Underwriter and the District make no representation as to the accu racy of the Appraisal Report. There is no assurance that the property within the District can be sold for the prices set forth in the Appraisal Report or that any parcel can be sold for a price sufficient to pay the Special Tax for that parcel in the event of a default in payment of Special Taxes by the landowner. See “SPECIAL RISK FACTORS — Property Values,” Appendix D — “APPRAISAL REPORT.”
Estimated Assessed/Appraised Value-to-Lien Ratios
The aggregate assessed/appraised value of property within the Dis trict is $284,496,262. Dividing the aggregate estimate of value by the principal amount of the Bonds results in a value to lien ratio of 11.26:1-to-1 for the District. See “SPECIAL RISK FACTORS — Direct and Overlapping Indebtedness.” The assessed value of the property within the District, as shown on the County’s assessment roll for Fiscal Year 202 5-26 is approximately $278,525,010.

Annual Debt Service for the 2025 Bonds has been structured so that the Special Tax levied at the Assigned Special Tax rates on Taxable Property, based on development status as of June 1, 2025 and assuming no delinquencies, less the Administrative Expenses Cap, will generate in each Fiscal Year not less 110% of debt service payable with respect to the Bonds in the calendar year that begins in that Fiscal Year.

Based on ownership status as of September 1, 2025 and assuming no further development, individual homeowners and Tri Pointe Homes are expected to be responsible for approximately 74.94% and 25.05% respectively, of the Fiscal Year 2025-26 Special Tax levy.

Table 2 below sets forth the assessed/appraised value-to-lien ratio of the Taxable Property within the District based on the assessed/appraised values set forth in the Appraisal Report and the principal amount of the Bonds (allocated based on the Fiscal Year 2025-26 Special Tax levy). Ownership and development status shown in Table 2 below is as of September 1, 2025. Table 3 below sets forth the estimated assessed/appraised value- to-lien ratios for Developed Property within the District, by various ranges, based upon development status as of September 1, 2025 and the principal amount of the Bonds.

 Preliminary, subject to change.
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TABLE 2

CITY OF LINCOLN
COMMUNITY FACILITIES DISTRICT NO. 2019-1 (INDEPENDENCE AT LINCOLN)

ESTIMATED ASSESSED/APPRAISED VALUE-TO-LIEN RATIO
Property Type(1)
Number of
Parcels
2025-26
Special Tax
Levy(2)
Percentage of
2025-26
Special Tax
Levy
Appraised /
Assessed
Value(3)
District
Bonds(4)*
Overlapping
Debt(5)
Total Direct and
Overlapping
Debt*
Value to
Lien Ratio*
Developed Property(6)
Individual Homeowners 406 $ 1,058,452 73.71% $ 241,547,692 $ 16,939,336 $ 1,958,711 $ 18,898,048 12.78:1 Tri Pointe Homes 50 152,111 10.59 18,717,752 2,434,370 120,970 2,555,340 7.32:1 Final Map Property(6)
Individual Homeowners 1 1,924 0.13 535,000 30,788 3,120 33,908 15.78:1 Tri Pointe Homes 134 223,415 15.56 23,695,818 3,575,506 200,673 3,776,179 6.28:1 Total 591 $ 1,435,902 100.0% $ 284,496,262 $ 22,980,000 $ 2,283,474 $ 25,263,474 11.26:1

* Preliminary, subject to change.
(1) Based on ownership status as of the Date of Value.
(2) Annual Debt Service for the 2025 Bonds has been structured so that the Special Tax levied at the Assigned Special Tax rates on Taxable Property, based on development status as of June 1, 2025 and assuming no delinquencies, less the Administrative Expenses Cap, will generate in each Fiscal Year not less 110% of debt service payable with respect to the Bonds in the calendar year that begins in that Fiscal Year.
(3) Reflects the assessed/appraised value of the property in the District set forth in the Appraisal Report. With respect to 407 homes with Fiscal Year 2025-26 assessed values greater than $400,000, the Appraiser assigned such assessed value for purposes of the concluded overall value in the Appraisal Report. (4) Includes the outstanding 2022 Bonds and the 2025 Bonds. Allocated based on the Fiscal Year 2025-26 Special Tax levy. (5) Represents overlapping general obligation bonded debt. See Table 4 below. (6) Under the Amended Rate and Method, Developed Property is property for which a building permit was issued as of June 1 of the prior Fiscal Year and Final Map Property is property for which a Final Subdivision Map (as defined in the Amended Rate and Method) had recorded prior to June 1 of the preceding Fiscal Year and which has not yet become Developed Property.

Source: NBS.

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TABLE 3

CITY OF LINCOLN
COMMUNITY FACILITIES DISTRICT NO. 2019-1 (INDEPENDENCE AT LINCOLN)

VALUE TO TOTAL OVERLAPPING LIEN
Value to Lien Category
Number
of
Parcels
Appraised/
Assessed Value(1) District Bonds(2)*
Percentage of
District
Bonds*
Overlapping
Debt(3)
Total Direct and
Overlapping Debt*
Average
Value to Lien
Ratio*
15:1 and Above 22 $ 14,184,688 $ 806,141 3.51% $ 114,078 $ 920,219 15.41:1 10:1 to 14.99:1 406 239,305,060 17,116,387 74.48 1,919,454 19,035,841 12.57:1 5:1 to 9.99:1 132 24,673,514 3,634,293 15.82 203,518 3,837,811 6.43:1 3:1 to 4.99:1 31 6,333,000 1,423,179 6.19 46,424 1,469,603 4.31:1 Below 3:1 0 0 0 0.00 0.00 0 N/A
Total 591 $ 284,496,262 $ 22,980,000 100.00% $ 2,283,474 $ 25,263,474 11.26:1

* Preliminary, subject to change.
(1) Reflects the assessed/appraised value of the property in the District set forth in the Appraisal Report. With respect to 406 homes with Fiscal Year 2025 -26 assessed values greater than $400,000, the Appraiser assigned such assessed value for purposes of the concluded overall value in the Appraisal Report. (2) Includes the outstanding 2022 Bonds and the 2025 Bonds. Allocated based on the Fiscal Year 2025-26 Special Tax levy. (3) Represents overlapping general obligation bonded debt. See Table 4 below.

Source: NBS.

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Direct and Overlapping Debt
The District is included within the boundaries of overlapping local agencie s providing governmental services. Some of these local agencies have outstanding bonds, and/or the authority to issue bonds, payable from taxes or assessments. The existing and authorized indebtedness payable from taxes and assessments that may be levied upon the property within the District is shown in Table 4 below. In addition to current debt, new community facilities districts and/or special assessment districts could be formed in the future encompassing all or a portion of the property within the Di strict; and such districts or the agencies that formed them could issue more bonds and levy additional special taxes or assessments.

TABLE 4

CITY OF LINCOLN
COMMUNITY FACILITIES DISTRICT NO. 2019-1 (INDEPENDENCE AT LINCOLN)

DIRECT AND OVERLAPPING DEBT
AS OF SEPTEMBER 1, 2025
2025-26 Local Secured Assessed Valuation: $278,525,010

DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT: % Applicable Debt 9/1/25 Sierra Joint Community College District School Facilities Improvement District No. 4 0.273% $ 498,027 Western Placer Unified School District 1.844 1,785,448
City of Lincoln Community Facilities District No. 2019-1 100.000 12,980,000(1) TOTAL DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT $ 15,263,475

COMBINED TOTAL DEBT $ 18,420,508(2)

Ratios to 2025-26 Assessed Valuation:

Direct Debt ......................................................................... 4.66% Direct and Overlapping Tax and Assessment Debt .............. 5.48%

(1) Represents the outstanding 2022 Bonds. Excludes the 2025 Bonds. (2) Excludes tax and revenue anticipation notes, enterprise revenue, mortgage revenue and non-bonded capital lease obligations.

Source: California Municipal Statistics, Inc.

Table 5 below describes the estimated Fiscal Year 2025-26 effective tax burden for the homes in the District based on the average Fiscal Year 2025-26 assessed value of completed homes within each Tax Zone (as defined in the Amended Rate and Method). Based on the foregoing, the projected effective tax rates to be levied on Developed Property in th e District ranges from approximately 1.72% to 1.88% of such average assessed value. Each Tax Zone in the District corresponds to a builder project area or “Unit.” See “PROPERTY OWNERSHIP AND THE DEVELOPMENT.”
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TABLE 5

SAMPLE PROPERTY TAX BILLS

CITY OF LINCOLN
COMMUNITY FACILITIES DISTRICT NO. 2019-1 (INDEPENDENCE AT LINCOLN) ESTIMATED CHARGES FOR FISCAL YEAR 2025/26(1)
Zone 1 Zone 2 Zone 3 Zone 4 Zone 5 Zone 6
Estimated Property Characteristics
Average Assessed Value(2) $ 665,841 $ 664,719 $ 565,471 $ 511,734 $ 581,378 $ 530,089 Ad Valorem Tax Rate
General Purpose Ad Valorem Tax (Proposition 13) 1.000000% $ 6,658 $ 6,647 $ 5,655 $ 5,117 $ 5,814 $ 5,301 Sierra College General Obligation Bonds 0.005316 35 35 30 27 31 28 W Placer Unified General Obligation Bonds 0.034885 232 232 197 179 203 185 Total Ad Valorem Taxes 1.040201% $ 6,926 $ 6,914 $ 5,882 $ 5,323 $ 6,047 $ 5,514

Special/Direct Assessments and Taxes
Expanded Services & Permanent Facility Assessment(3) $ 21 $ 21 $ 21 $ 21 $ 21 $ 21 Mosquito Abatement Parcel Tax(3) 15 15 15 15 15 15
City of Lincoln CFD No. 2019-1 (Independence at Lincoln)(4) 3,024 3,194 2,295 2,001 3,102 2,902 City of Lincoln CFD No. 2018-1 (City Maintenance Services)(5) 1,406 1,406 1,406 1,406 1,406 1,406 City of Lincoln CFD No. 2018-2 (Public Services)(6) 83 83 83 83 83 83 Total Special/Direct Assessments and Taxes $ 4,549 $ 4,719 $ 3,820 $ 3,525 $ 4,627 $ 4,426

Total Estimated Annual Property Taxes $ 11,475 $ 11,633 $ 9,702 $ 8,848 $ 10,675 $ 9,940 Effective Tax Rate 1.7234% 1.7501% 1.7158% 1.7291% 1.8361% 1.8752%

(1) The information shown above reflects assessments, charges, and taxes shown on the County property tax bill for a single famil y residence located within the boundaries of the District.
(2) Based upon the average of total land and structure assessed value for all developed single family residential parcels within the District. (3) Charges levied by the Placer Mosquito & Vector Control District. Separate line items are required on the tax bills for property within the City. (4) Amount shown for the District is the Assigned Special Tax, as defined in the Amended Rate and Method. (5) Includes Citywide and Localized Components for Tax Zone 3. (6) Based on Low and Medium Density Residential property in Tax Zone 1.

Source: Alliant Tax Research.

607

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Delinquency History
The table below sets forth the Special Tax levies and delinquencies within the District for each Fiscal Year since Fiscal Year 2022 -23, which was the first year in which the Special Taxes were levied within the District.

TABLE 6

CITY OF LINCOLN
COMMUNITY FACILITIES DISTRICT NO. 2019-1 (INDEPENDENCE AT LINCOLN)

DELINQUENCY HISTORY
At Fiscal Year End As of June 30, 2025
Fiscal Year
Total
Special Tax
Amount
Delinquent
%
Delinquent
Amount
Delinquent
%
Delinquent
2022-23 $ 670,549 $ 2,367 0.35% $ 0 0.00%
2023-24 1,195,838 1,453 0.12 0 0.00
2024-25 1,343,370 9,038 0.67 9,038 0.67

Source: NBS.

PROPERTY OWNERSHIP AND THE DEVELOPMENT
The information about the property in the District contained in this Official Statement has been provided by representatives of the Master Developer and Tri Pointe and has not been independently confirmed or verified by the Underwriter, the City or the District. The Underwriter, the City, and the District make no representation as to the accuracy or adequacy of the information contained in this caption. There may be material adverse changes in this information after the date of this Official Statement. N either the Bonds nor the Net Taxes securing the Bonds and any Parity Bonds are personal obligations of Tri Pointe or any affiliate thereof or any other property owner and, in the event that any property owner defaults in the payment of its Special Taxes, the District may proceed with judicial foreclosure but has no direct recourse to the assets of any property owner or any affiliate thereof. See the caption “SPECIAL RISK FACTORS.” Notwithstanding the belief o f Tri Pointe that it will have sufficient funds to complete its planned development in the District, no assurance can be given that amounts necessary to fund the remaining planned development by Tri Pointe in the District will be available when needed. Neither Tri Pointe, nor any other entity or person, is under any legal obligation of any kind to expend funds for the development of the property as planned by Tri Pointe in the District. Any contributions Tri Pointe or any other entity or person to fund the costs of the development in the District are entirely voluntary. If and to the extent the aforementioned sources are inadequate to pay the costs to complete the planned development by Tri Pointe within the District, the remaining portions of such development may not be completed. Tri Pointe has no legal obligation to Bondholders to make any such funds available for construction or development, or the payment of ad valorem property taxes or the Special Taxes. See the caption “SPECIAL RISK FACTORS.” General
The District contains 591 residential l ots within six project areas or “Units,” and is located along the south line of Nicolaus Road, east of Nelson Lane and west of Lakeside Drive, within the City. The property within the District is planned for 591 residential units in a community being mark eted as “Independence at Lincoln.” The Master Developer has conveyed, either directly or through a land banking entity, all property planned for residential development to three merchant builders – Richmond American, Tri Pointe and D.R. 608

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Horton. The Master Developer no longer owns any property in the District that is expected to be subject to the Special Tax.

The major infrastructure (sewer, water, storm drains, utilities, and arterial roads) necessary to develop the property within the District has been completed. The Master Developer was responsible for completing the in-tract infrastructure and completed such work as necessary to meet the expected timing of home construction and sales by the merchant builders.

D.R. Horton Development
The property relat ing to D.R. Horton’s projects within the District consists of 195 residential lots comprising Units 3 and 4 . D.R. Horton developed its property into 195 single family detached homes within two product lines – Heartland at Independence (97 homes) and Tradi tions at Independence (98 homes). D.R.

Horton has completed its development within the District and has conveyed all 195 homes to individual homeowners.

Richmond American Development
Richmond American acquired 122 lots within the District from the Master Developer which Richmond American developed into 122 single family detached homes in a projected marketed as “Revere at Independence” located within Unit 1. Richmond American has completed its development within the District and has conveyed all 122 homes to individual homeowners.

Tri Pointe Development
The property relating to Tri Pointe’s projects within the District consists of 274 residential lots comprising Units 2, 5 and 6. Such property was initially acquired by an affiliated entity of Arroyo Capital, which served as the land banking entity for T ri Pointe’s projects. Tri Pointe acquired all 274 residential lots from the land banking entity in one take down on October 17, 2022. Tri Pointe is currently developing its property in the District into 274 single family detached homes within four produc t lines – Barrington at Independence (eight homes), Lansdale at Independence (17 homes), Monument at Independence (159 proposed homes) and Jubilee at Independence (90 proposed homes).

Tri Pointe commenced construction in the District on October 17, 2022 and originally planned for three product lines known as Landsdale at Independence ( 90 proposed homes within Unit 2), Barrington at Independence (92 proposed homes within Unit 5 and two models within Unit 2), and Ardmore at Independence (90 proposed homes within Unit 6). In December 2023, Tri Pointe had completed eight homes within Barrington and 17 homes within Landsdale and, due to changing market conditions, modified its development plans to construct homes on the remaining 248 lots under two new product lines known as Monument at Independence (159 proposed homes within Units 2 and 5), and Jubilee at Independence (90 proposed homes within Unit 6).

Unit 2 – Lansdale at Independence. 17 homes were constructed within the Lansdale product line in three floor plans, all of which have been conveyed to individual homeowners.

Unit 5 – Barrington at Independence. Eight homes were constructed within the Barrington product line in three floor plans, all of which have been conveyed to individual homeowners.

Unit 2 and Unit 5 – Monument at Independence. Tri Pointe plans to construct the remaining 159 homes within Units 2 and 5 in a product line currently being marketed as Monument at Independence. As of September 1, 2025, within Monument, 28 homes had been completed and conveyed to homeowners, and Tri Pointe owned three completed models, seven completed production homes (one of which were in escrow) , 12 homes under construction (two of which were in escrow) and 109 lots in finished lot condition without any vertica l home construction thereon (none of which were in escrow). As of September 1, 2025, 54 building permits had been 609

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obtained within Monument. Tri Pointe expects all remaining homes within Monument to be completed and conveyed to individual homebuyers by April, 2029.

The following tables summarize the homes planned and development status within Monument as of September 1, 2025.

COMMUNITY FACILITIES DISTRICT NO. 2019-1 (INDEPENDENCE) UNITS 2 AND 5 – MONUMENT AT INDEPENDENCE
(As of September 1, 2025)
Plan
Total
Units
Planned
Estimated
Home Square
Footage Closings
Completed Homes
Owned by
Developer(1)
Homes Under
Construction
Finished
Lots(2)
Base
Home
Prices(3)
1 29 2,158 2 4 1 22 $580,900
2 38 2,481 7 2 3 26 602,990
3 43 2,721 8 2 4 29 629,990
4 49 2,921 11 2 4 32 662,990
159 28 10 12 109

(1) Includes three completed model homes (one model home in each of Plan 2, 3 and 4) and seven completed production homes. (2) Represents lots without any vertical home construction thereon (four with building permits as of September 1, 2025). (3) Base home prices shown exclude lot premiums, options and extras and any incentives or price reductions. Base sales prices are subject to change.

Source: Tri Pointe.

Unit 6 – Jubilee at Independence. Tri Pointe plans to construct 90 single-family detached homes in Unit 6 in a product line currently being marketed as Jubilee at Independence. As of September 1, 2025, within Jubilee, 37 homes had been completed and conveyed to individual homeowners, and Tri Pointe owned two completed models, 10 completed production homes (four of which were in escrow), 11 homes under construction (one of which was in escrow) and 30 lots in a finished lot condition without any vertical home construction thereon (none of which were in escrow). As of September 1, 2025, 64 building permits had been obtained within Jubilee.

Tri Pointe expects all remaining homes within Jubilee to be completed and conveyed to individual homebuyers by April, 2027.

The following table summarizes the homes planned and development status within Jubilee as of September 1, 2025.

COMMUNITY FACILITIES DISTRICT NO. 2019-1 (INDEPENDENCE) UNIT 6 – JUBILEE AT INDEPENDENCE (1)
(As of September 1, 2025)
Plan
Total
Units
Planned
Estimated
Home Square
Footage Closings
Completed Homes
Owned by
Developer(1)
Homes Under
Construction
Finished
Lots(2)
Base
Home
Prices(3)
1 25 1,752 10 3 3 9 $530,990
2 30 1,923 10 7 3 10 542,990
3 35 2,129 17 2 5 11 587,990
90 37 12 11 30

(1) Includes two completed model homes (one model home in each of Plan 1 and 3) and 10 completed production homes. (2) Represents lots without any vertical home construction thereon (four with building permits as of September 1, 2025). (3) Base home prices shown exclude lot premiums, options and extras and any incentives or price reductions. Base sales prices are subject to change.

Source: Tri Pointe.
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Although the information in this Official Statement reflects the current development expectations of Tri Pointe, no assurance can be given that home construction and sales will be carried out on the schedule and according to the plans outlined herein, or that the home construction an d sale plans or base prices set forth above will not change after the date of this Official Statement. Tri Pointe reserves the right to change its development at any time without notice. Additionally, homes sold may not result in closed escrows as sales contracts are subject to cancellation. In changing market conditions, builders will often revise the product lines and prices and the rate of sales can fluctuate. Tri Pointe continuously evaluates its product lines and prices in light of the then current market conditions. See “SPECIAL RISK FACTORS” herein for a discussion of risk factors.

General. As previously defined in this Official Statement, “Tri Pointe” is Tri Pointe Homes Holdings, Inc., a Delaware corporation, which is a wholly -owned subsidiary of Tri Pointe Homes, Inc., a Delaware corporation (“Tri Pointe Homes”), a publicly traded company whose common stock is listed on the New York Stock Exchange under the ticker symbol “TPH”. Tri Pointe Homes is engaged in the design, construction, and sale of single-family attached and detached homes across twelve states, including Arizona, California, Colorado, Florida, Maryland, Nevada, North Carolina, South Carolin a, Texas, Virginia, Utah and Washington and the District of Columbia. In April 2024, Tri Pointe Homes announced further expansion into the Coastal Carolinas region, which includes parts of Georgia and South Carolina. While Tri Pointe Homes has an established presence in South Carolina, Tri Pointe Homes has not yet commenced operations in Georgia as of June 30, 2025.

Tri Pointe Homes is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and, in accordance therewith, files reports, proxy statements, and other information, including financial statements, with the Securities and Exchange Commission (“SEC”). Such filings, set forth, among other things, certain data relative to the consolidated results of operations and financial position of Tri Pointe Homes and its consolidated subsidiaries, including Tri Pointe, as of such dates (e.g., see Tri Pointe Homes’ Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC on February 21, 2025 and Tri Pointe Homes’ Quarterly Report on Form 10-Q for the quarter ending June 30, 2025, as filed with the SEC on July 24, 2025).

The SEC maintains an Internet website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC, including Tri Pointe Homes. The address of such website is www.sec.gov. All documents filed by Tri Pointe Homes pursuant to the requirements of the Exchange Act after the date of this Official Statement will be available for inspection in such manner as the SEC prescribes. Copies of Tri Pointe Homes’ most recent Annual Report on Form 10-K and each of its other quarterly and current reports, including any amendments, are available in the “investors” portion of its website at www.tripointehomes.com.

The foregoing website addresses and references to filings with the SEC are given for reference and convenience only, and the information on such websites and on file with the SEC does not form a part of this Official Statement and is not incorporated by reference herein. No representation is made in this Official Statement as to the accuracy or adequacy of the information contained on such websites. Tri Pointe and Tri Pointe Homes are not obligated to advance funds for construction or development or to pay ad valorem property taxes or the Special Taxes and investors should not rely on the information and financial statements contained on such websites in evaluating whether to buy, hold or se ll the Bonds. The information contained on such websites may be incomplete or inaccurate and has not been reviewed by the City, the District or the Underwriter.

Financing Plan. To date, Tri Pointe has financed its land acquisition and various site development and homebuilding costs related to its property in the District through internally generated funds, which may include home sales revenues and funding from its parent company Tri Pointe Homes. As of September 1, 2025, Tri Pointe has expended approximately $85 million on site development costs, permit and impact fees, direct and indirect homebuilding costs and marketing and sales costs (exclusive of internal financing repayment, corporate overhead and other carrying costs) related to its three projects within the District (Barrington, Lansdale , Monument and Jubilee at Independence). Tri Pointe expects to incur approximately $ 60 million on remaining 611

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land acquisition costs, site development costs, permit and impact fees, direct and indirect homebuilding c osts and marketing and sales costs (exclusive of internal financing repayment, corporate overhead and other carrying costs) between September 1, 2025 and full build -out of the homes proposed to be constructed in Barrington , Lansdale, Monument and Jubilee . Tri Pointe expects to use internally generated funds, (which may include homes sales revenue and funding from its parent, Tri Pointe Homes) to complete its development within Barrington and Lansdale, and believes that it will have sufficient funds availab le to complete its planned development as described in this Official Statement.

Although Tri Pointe expects to have sufficient funds available to complete its development in Barrington and Lansdale as described in this Official Statement, there can be no assurance that amounts necessary to finance the remaining land acquisition and de velopment costs will be available from Tri Pointe, Tri Pointe Homes or any other source when needed. While Tri Pointe has made such internal funding available in the past, there can be no assurance whatsoever of its willingness or ability to do so in the future. Neither Tri Pointe nor any other entity or person is under any legal obligation of any kind to expend funds for the development of and construction of homes on Tri Pointe’s property in Barrington and Lansdale. Tri Pointe has no legal obligation to Bond Owners to make any such funds available for construction or development, or the payment of ad valorem property taxes or the Special Taxes. Any contributions by Tri Pointe or any other entity or person to fund the costs of such development are entirely voluntary.

If and to the extent that internal funding, including but not limited to home sales revenue and corporate financing from Tri Pointe’s parent company, is inadequate to pay the costs to complete the planned development by Tri Pointe within Barrington and Lansdale and other financing is not put into place, there could be a shortfall in the funds required to complete the remaining land acquisition and planned development by Tri Pointe in Barrington and Lansdale. Many factors beyond Tri Pointe’ s control, or a decision by Tri Pointe to alter its current plans, may cause the actual sources and uses to differ from the projections. See “SPECIAL RISK FACTORS” herein for a discussion of risk factors.”

SPECIAL RISK FACTORS
The 2025 Bonds have not been rated by any rating agency, and the purchase of the 2025 Bonds involves significant risks that are not appropriate for certain investors. The following is a discussion of certain risk factors which should be considered, in addition to other matters set forth herein, in evaluating the investment quality of the 2025 Bonds. This discussion does not purport to be comprehensive or definitive and does not purport to be a complete statement of all factors which may be considered as risks in evaluating the credit quality of the 2025 Bonds. The occurrence of one or more of the events discussed herein could adversely affect the ability or willingness of property owners in the District to pay their Special Taxes when due. Such failures to pay Special Taxes could result in the inability of the District to make full and punctual payments of debt service on the 2025 Bonds. In addition, the occurrence of one or more of the events discussed herein could adversely affect the value of the property in the District. See “— Property Values” below.

Risks of Real Estate Secured Investments Generally
The 2025 Bond Owners will be subject to the risks generally incident to an investment secured by real estate, including, without limitation : (i) adverse changes in local market c onditions, such as changes in the market value of real property in the vicinity of the District, the supply of or demand for competitive properties in such area, and the market value of residential property or buildings and/or sites in the event of sale or foreclosure; (ii) changes in real estate tax rates and other operating expenses, governmental rules (including, without limitation, zoning laws and laws relating to endangered species and hazardous materials) and fiscal policies; (iii) natural disasters ( including, without limitation, earthquakes, wildfires and floods), which may result in uninsured losses; (iv) adverse changes in local market conditions; and (v) increased delinquencies due to rising mortgage costs and other factors.
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No assurance can be gi ven that the property owners within the District will pay Special Taxes in the future or that they will be able to pay such Special Taxes on a timely basis. See the caption “ — Enforcement Delays — Bankruptcy” for a discussion of certain limitations on the District’s ability to pursue judicial proceedings with respect to delinquent parcels.

Insufficiency of Special Tax Revenues
As discussed below, the Special Taxes may not produce revenues sufficient to pay the debt service on the 2025 Bonds due to nonpayment of the amounts levied.

In order to pay debt service on the 2025 Bonds, it is generally necessary that the Special Taxes be paid in a timely manner. Should the Special Taxes not be paid on time, the District has established the 2025 Bonds Reserve Subacc ount under the Indenture to be maintained in an amount equal to the 2025 Bonds Reserve Requirement to pay debt service on the 2025 Bonds to the extent other funds are not available. See “SOURCES OF PAYMENT FOR THE BONDS — Reserve Account of the Special Tax Fund.” The District has covenanted in the Indenture to maintain in the 2025 Bonds Reserve Subaccount an amount equal to the 2025 Bonds Reserve Requirement, subject, however, to the availability of Net Taxes in amounts sufficient to do so and to the limitation that the District may not levy the Special Tax in any Fiscal Year at a rate in excess of the maximum amounts permitted under the Amended Rate and Method. See Appendix A and Appendix E hereto. As a result, if a significant number of Special Tax delinquencies occurs within the District, the District could be unable to replenish the 2025 Bonds Reserve Subaccount to the 2025 Bonds Reserve Requirement due to the limitations on the amount of the Special Tax that may be levied. If such defaults were to continue in successive years, the 2025 Bonds Reserve Subaccount could be depleted and a default on the 2025 Bonds could occur.

The 2025 Bonds Reserve Subaccount only secures and the amounts therein are only available to pay the principal of, redemption premium, if any, and interest on the 2025 Bonds. In connection with the issuance of a series of Parity Bonds, if any, the District may estab lish additional Subaccounts within the Reserve Account which secures such series of Parity Bonds. Such additional Subaccounts within the Reserve Account established for Parity Bonds will not secure the 2025 Bonds.

The Act provides that, if any property within the District not otherwise exempt from the Special Tax is acquired by a public entity through a negotiated transaction, or by gift or devise, the Special Tax will continue to be levied on and enforceable against the public entity that acquired the property. In addition, the Act provides that, if property subject to the Special Tax is acquired by a public entity through eminent domain proceedings, the obligation to pay the Special Tax with respect to that property is to be treated as if it were a special assessment and be paid from the eminent domain award. The constitutionality and operation of these provisions of the Act have not been tested in the courts, but it is doubtful that they would be upheld as to, for example, property owned by the federal government. If for any reason property within the District becomes exempt from taxation by reason of ownership by a non-taxable entity such as the federal government or another public agency, subject to the limitation of the Maximum Special Tax, the Special Tax will be reallocated to the remaining taxable parcels within the District. This would result in the owners of such property paying a greater amount of the Special Tax and could have an adverse impact upon their willingness and/or ability to pay the Special Tax. Moreover, if a substantial portion of additional land within the District became exempt from the Special Tax because of public ownership, or otherwise, the Maximum Special Tax which could be levied upon the remaining acreage might not be sufficient to pay principal of and interest on the Bonds when due and a default will occur with respect to the payment of such principal and interest.

The District has covenanted in the Indenture that, under certain circumstances, it will institute foreclosure proceedings to sell any property with delinquent Special Taxes in order to obtain funds to pay debt service on the Bonds. If foreclosure proceedings were ever instituted, any mortgage or deed of trust holder could, but would not be required to, advance t he amount of the delinquent Special Tax to protect its security interest. See “SOURCES OF PAYMENT FOR THE BONDS — Special Taxes — Proceeds of Foreclosure 613

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Sales” for provisions which apply in the event of such foreclosure and which the District is required to follow in the event of delinquencies in the payment of the Special Tax.

In the event that sales or foreclosures of property are necessary, there could be a delay in payments to Owners of the Bonds (if the 2025 Bonds Reserve Subaccount has been depleted) pending such sales or the prosecution of such foreclosure proceedings and receipt by the City on behalf of the District of the proceeds of sale. The District may adjust the future Special Tax levied on taxable parcels in the District, subject to limitations described above under the caption “THE DISTRICT — Amended Rate and Method of Apportionment of Special Tax,” to provide an amount required to pay interest on and principal of the Bonds, and the amount, if any, necessary to replenish the 2025 Bonds Reserve Subaccount to an amount equal to the 2025 Bonds Reserve Requirement, and to pay all current expenses. There is, however, no assurance that the total amount of the Special Tax that could be levied and collected against taxable parcels in the District will be at all times sufficient to pay the amounts required to be paid by the Indenture, even if the Special Tax is levied at the Maximum Special Tax rates. See “— Enforcement Delays — Bankruptcy.”
No assurance can be given that the real property s ubject to sale or foreclosure will be sold, or if sold, that the proceeds of sale will be sufficient to pay any delinquent installments of the Special Tax. The Act does not require the City to purchase or otherwise acquire any lot or parcel of property to be sold at foreclosure if there is no other purchaser at such sale. The Act and the Indenture do specify that the Special Tax will have the same lien priority as for ad valorem property taxes in the case of delinquency. Section 53356.6 of the Act requires that property sold pursuant to foreclosure under the Act be sold for not less than the amount of judgment in the foreclosure action, plus post judgment interest and authorized costs, unless the consent of the owners of 75% of the Outstanding Bonds and any Parity Bonds is obtained.

Prior to July 1, 1983, the right of redemption from foreclosure sales was limited to a period of one year from the date of sale. Under legislation effective July 1, 1983, the statutory right of redemption from such foreclosure sales has been repealed. However, a period of 20 days must elapse after the date on which the notice of levy of the interest in real property was served on the judgment debtor before the sale of such lot or parcel can be made. Furthermore, if the purchaser at the sale is the judgment creditor (e.g., the District), an action may be commenced by the delinquent property owner within 90 days after the date of sale to set aside such sale. The constitutionality of the aforementioned legislation, which repeals the one year redemption period, has not been tested and there can be no assurance that, if tested, such legislation will be upheld. (Section 701.680 of the Code of Civil Procedure of the State.)
Impact of Economic Conditions on the Development in the District Certain events and factors which negatively affect the regional, State and national economies could have an adverse effect on the pace at which Tri Pointe is able to complete and sell homes and demand by and the ability of individuals to purchase homes within the District. Such events and factors could include rising inflation and interest rates, persistent supply chain issues and global market instability caused by geopolitical events. Any adverse impact of the foregoing and other economic factors on the projects in the District and the re al estate market in general cannot be predicted.

Increasing Mortgage Interest Rates
Increases in mortgage interest rates could have a negative impact on the estimated absorption rates of the planned for-sale residential units in the District described herein. With respect to entry -level households, increased mortgage interest rates may adversely impact the affordability of hom es and may increase mortgage payment levels for owning a lower-priced home relative to renting a residence, thereby making purchasing less attractive. With respect to move-up households, higher mortgage interest rates may impact the desire of current homeowners to move from their present home due to the fact that their present home likely has a relatively low mortgage interest rate. In addition, in such instances, a new home would likely have a higher interest rate on a new mortgage loan as well as a higher purchase price and property taxes. Such considerations may decrease the 614

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desire for move-up households to purchase a new home. The foregoing factors could reduce demand for and/or the ability to achieve the sales prices of the planned for-sale homes within the District as described herein.

Concentration of Ownership
[Based on development and ownership status as of September 1, 2025, individual homeowners and Tri Pointe are expected to be responsible for approximately 73.84% and 26.15% respectively, of the Fiscal Year 2025-26 Special Tax levy.]
The timely payment of principal of and interest on the 2025 Bonds depends upon the willingness and ability of the current and future property owner s in the District to pay the Special Taxes prior to delinquency.

General and local economic conditions and governmental requirements or restrictions may affect the willingness of the current property owners, or any successor property owners, to pay the Sp ecial Taxes, and there is no assurance that the current property owners, or any successor property owners, will pay such Special Taxes even if financially able to do so. Due to the concentration of ownership of the property within the District, a failure by the home builders in the District or any successor property owner thereto to pay the Special Taxes may result in a default in the payment of debt service on the 2025 Bonds. See “PROPERTY OWNERSHIP AND THE DEVELOPMENT.”
Property Values
The value of the property within the District is a critical factor in determining the investment quality of the 2025 Bonds. If a property owner is delinquent in the payment of Special Taxes, the District’s only remedy is to commence foreclosure proceeding s against the delinquent parcel in an attempt to obtain funds to pay the Special Taxes. Reductions in property values due to a downturn in the economy, physical events such as earthquakes, fires or floods, stricter land use regulations, delays in developm ent or other events will adversely impact the security underlying the Special Taxes. See “THE DISTRICT — Appraisal Report” and Appendix D — “APPRAISAL REPORT.”
The Appraiser has estimated, on the basis of certain assumptions and limiting conditions contai ned in the Appraisal Report, that as of the Date of Value, the market value of the land and improvements within the District was approximately $284,496,262. See “THE DISTRICT — Appraisal Report” The Appraisal Report indicates the Appraiser’s opinion as to the market value of the properties referred to therein as of the date and under the conditions specified therein. The Appraiser’s opinion reflects conditions prevailing in the applicable market as of the Date of Value. The Appraiser’s opinion does not predict the future value of the subject property, and there can be no assurance that market conditions will not change adversely in the future.

Prospective purchasers of the Bonds should not assume that the taxable land within the District could be sold for the appraised amount or for the assessed values at a foreclosure sale for delinquent Special Taxes. In arriving at the estimate of market value of the property in the District, the Appraiser assumes that any sale will be unaffected by undue stimulus and will occur following a reasonable marketing period, which is not always present in a foreclosure sale. See Appendix D for a description of other assumptions made by the Appraiser and for the definitions and limiting conditions used by the Appraiser. Any event which causes one of the Appraiser’s assumptions to be untrue could result in a reduction of the value of the taxable land and improvements within the District from the market value estimated by the Appraiser.

No assurance can be given that any bid w ill be received for a parcel with delinquent Special Taxes offered for sale at foreclosure or, if a bid is received, that such bid will be sufficient to pay all delinquent Special Taxes. See “SOURCES OF PAYMENT FOR THE BONDS — Special Taxes — Proceeds of Foreclosure Sales.”
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Natural Disasters
The District, like all California communities, may be subject to unpredictable seismic activity, fires, flood, or other natural disasters. Northern California is a seismically active area. Seismic activity represents a potential risk for damage to buildings, roads, bridges and property within the District. In addition, land susceptible to seismic activity may be subject to liquefaction during the occurrence of such event. The property within the District is not located in an Alquist-Priolo Earthquake Study Zone and is not located within one-half mile of an active earthquake fault. Additionally, the District is not located in a flood plain area.

In recent years, wildfires have caused extensive damage throughout the S tate, including within the County. Certain of these fires have burned thousands of acres and destroyed hundreds and in some cases thousands of homes. In some instances entire neighborhoods have been destroyed. Several fires in recent years damaged or destroyed property in areas that were not previously considered to be at risk from such events. In 2023, as in several prior years, for example, devastating wildfires burned in various communities in the State, causing wide-spread damage. In 2025, communities in Los Angeles County, including Pacific Palisades, Malibu and Altadena, experienced widespread devastation from wildfires causing losses of life, thousands of burned homes, and billions of dollars in property damage. Areas affected by wildfires are more prone to flooding and mudslides that can lead to the destruction of homes. Property damage due to wildfire could result in a significant decrease in the market value of property within the affected areas.

On January 16, 2025, Governor Gavin Newsom i ssued Executive Order N -10-25 (the “Governor’s Order) which canceled penalties, costs and interest on overdue property taxes (including special taxes) within certain zip codes affected by the Palisades and Eaton Fires during calendar year 2025. This will likely cause a delay in the payment of special taxes by certain property owners in any community facilities districts affected by Governor’s Order. Unless the majority of property owners within any such community facilities districts pay their special tax es voluntarily or have mortgage impound accounts, it is likely that the community facilities districts will need to draw upon a reserve fund to make debt service payments on outstanding bonds prior to the expiration of the Governor’s Order and it is possible that outstanding bonds will experience a payment default.

In the event of a major fire or other natural disaster affecting the District, a similar order affecting the District could impact the debt service payment for the 2025 Bonds.

The District is not located in an area which CalFire has classified as an area of concern and is not in an area classified by CalFire as a Very High Fire Hazard Severity Zone . However, there is a risk of residential property within the District being destroyed by wildfires and no assurance can be given as to the severity or frequency of wildfires within the vicinity of the District. Additionally, property located adjacent to burn areas can be subject to mudslides and flooding, which can cause significant damage and destruction to property.

In the event of a severe earthquake, fire, flood or other natural disaster, there may be significant damage to both property and infrastructure in the District. As a result, a substantial portion of the property owners may be unable or unwilling to pay the Special Taxes when due. In addition, the value of land in the District could be diminished in the aftermath of such a natural disaster, reducing the resulting proceeds of foreclosure sales in the event of delinquencies in the payment of the Special Taxes.

Hazardous Substances
While government taxes, assessments and charges are a common claim against the value of a parcel, other less common claims may also be relevant. One of the most serious in terms of the potential reduction in the value of a parcel is a claim with regard to a hazardous substance. In general, the owners and operators of a parcel may be required by law to remedy conditions relating to releases or threatened releases of hazardous substances. The federal Comprehensive Environmental Response, Compensation and L iability Act of 1980, sometimes referred to as “CERCLA” or the “Super Fund Act,” is the most well-known and widely applicable of these laws, but California laws with regard to hazardous substances are also stringent and similar in effect. Under many of these laws, the owner (or operator) is obligated to remedy a hazardous substance condition of a parcel 616

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whether or not the owner (or operator) had anything to do with creating or handling the hazardous substance.

The effect, therefore, should any of the parc els within the District be affected by a hazardous substance, is to reduce the marketability and value by the costs of remedying the condition.

The District is not aware of the presence of any federally or state classified hazardous substances in violation of any environmental laws, located on the property within the District. However, it is possible that such materials do currently exist and that the District is not aware of them.

It is possible that property in the District may be liable for hazardous substances in the future as a result of the existence, currently, of a substance presently classified as hazardous but which has not been released or the release of which is not presently threatened, or the existence, currently, on the property of a substanc e not presently classified as hazardous but which may in the future be so classified. Additionally, such liabilities may arise not simply from the existence of a hazardous substance but from the method of handling such substance.

All of these possibilities could have the effect of reducing the value of the applicable property.

Enforcement Delays – Bankruptcy
In the event of a delinquency in the payment of the Special Taxes, the District is required to commence enforcement proceedings under the circumstances described under the caption “SOURCES OF PAYMENT FOR THE BONDS — Special Taxes — Proceeds of Foreclosure Sales.” However, prosecution of such proceedings could be delayed due to crowded local court calendars or by bankruptcy, insolvency and other laws generally affecting creditors’ rights (such as the Soldiers’ and Sailors’ Relief Act of 1940) and by the laws of the State relating to judicial and non-judicial foreclosure. Although bankruptcy proceedings would not cause the liens of the Special Taxes to become extinguished, bankruptcy of a person or entity with an interest in the applicable property could result in a delay in the enforcement proceedings because federal bankruptcy laws provide for an automatic stay of foreclosure and tax sale proceedings. Any such delay could increase the likelihood of delay or default in payment of the principal of and interest on the applicable Bonds. The various legal opinions to be delivered in connection with the issuance of the Bonds, including Bond Counsel’s approving legal opinion, are qualified as to the enforceability of the Bonds and the Indenture by reference to bankruptcy, reorganization, moratorium, insolvency and other laws affecting the rights of creditors generally or against public entities such as the District.

Special Tax Delinquencies
Under provisions of the Act, the Special Taxes, from which funds necessary for the payment of principal of, and interest on, the Bonds are derived, will be billed to the properties within the District on the regular ad valorem property tax bills sent to owners of such properties by the County Tax Collector. The Act currently provides that such Special Tax installments are due and payable, and bear the same penalties and interest for non-payment, as do ad valorem property tax installments.

See APPENDIX E — “SUMMARY OF THE INDENTURE — COVENANTS AND WARRANTY — Covenants” for a discussion of the provisions which apply, and procedures which the District is obligated to follow under the Indenture, in the event of delinquencies in the payment of Special Taxes. See “— FDIC/Federal Government Interests in Parcels” for a discussion of the policy of the Federal Deposit Insurance Corporation regarding the payment of special taxes and assessment and limitations on the D istrict’s ability to foreclose on the lien of the Special Taxes in certain circumstances.

FDIC/Federal Government Interests in Parcels
The ability of the District to collect interest and penalties specified by the Act and to foreclose the lien of delinquent Special Taxes may be limited in certain respects with regard to parcels in which the Federal Deposit Insurance Corporation (the “FDIC”), or other federal government entities such as Fannie Mae or Freddie Mac, has or obtains an interest.
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In the case of the FDIC, in the e vent that any financial institution making a loan which is secured by parcels is taken over by the FDIC and the applicable Special Tax is not paid, the remedies available to the District may be constrained. The FDIC’s policy statement regarding the payment of state and local real property taxes (the “Policy Statement”) provides that taxes other than ad valorem taxes which are secured by a valid lien in effect before the FDIC acquired an interest in a property will be paid unless the FDIC determines that abandonment of its interests is appropriate. The Policy Statement provides that the FDIC generally will not pay installments of non-ad valorem taxes which are levied after the time the FDIC acquires its fee interest, nor will the FDIC recognize the validity of any lien to secure payment except in certain cases where the Resolution Trust Corporation had an interest in property on or prior to December 31, 1995. Moreover, the Policy Statement provides that, with respect to parcels on which the FDIC holds a mortgage lien, the FDIC will not permit its lien to be foreclosed out by a taxing authority without its specific consent, nor will the FDIC pay or recognize liens for any penalties, fines or similar claims imposed for the nonpayment of taxes.

The FDIC has tak en a position similar to that expressed in the Policy Statement in legal proceedings brought against Orange County in United States Bankruptcy Court and in Federal District Court. The Bankruptcy Court issued a ruling in favor of the FDIC on certain of such claims. Orange County appealed that ruling, and the FDIC cross-appealed. On August 28, 2001, the Ninth Circuit Court of Appeals issued a ruling favorable to the FDIC except with respect to the payment of pre -receivership liens based upon delinquent property tax.

The District is unable to predict what effect the application of the Policy Statement would have in the event of a delinquency with respect to parcels in which the FDIC has or obtains an interest, although prohibiting the lien of the FDIC to be foreclosed out at a judicial foreclosure sale would prevent or delay the foreclosure sale.

In the case of Fannie Mae and Freddie Mac, in the event a parcel of taxable property is owned by a federal government entity or federal government sponsored entity, such as Fannie Mae or Freddie Mac, or a private deed of trust secured by a parcel of taxable property is owned by a federal government entity or federal government sponsored entity, such as Fannie Mae or Freddie Mac, the ability to foreclose on the parcel or to collect delinquent Special Taxes may be limited. Federal courts have held that, based on the supremacy clause of the United States Constitution “this Constitution, and the Laws of the United States which shall be made in Pursuance thereof; and all Treaties made, or which shall be made, under the Authority of the United States, shall be the supreme Law of the Land; and the Judges in every State shall be bound thereby, anything in the Constitution or Laws of any State to the contrary notwithstanding.” In the absence of Congressional intent to the contrary, a state or local agency cannot foreclose to collect delinquent taxes or assessments if foreclosure would impair the federal government interest. This means that, unless Congress has otherwise provid ed, if a federal government entity owns a parcel of taxable property but does not pay taxes and assessments levied on the parcel (including Special Taxes), the applicable state and local governments cannot foreclose on the parcel to collect the delinquent taxes and assessments.

Moreover, unless Congress has otherwise provided, if the federal government has a mortgage interest in the parcel and the District wishes to foreclose on the parcel as a result of delinquent Special Taxes, the property cannot be sold at a foreclosure sale unless it can be sold for an amount sufficient to pay delinquent taxes and assessments on a parity with the Special Taxes and preserve the federal government’s mortgage interest. For a discussion of risks associated with taxable par cels within the District becoming owned by the federal government, federal government entities or federal government sponsored entities, see “ —Insufficiency of Special Tax Revenues.”
The District’s remedies may also be limited in the case of delinquent Spe cial Taxes with respect to parcels in which other federal agencies (such as the Internal Revenue Service and the Drug Enforcement Administration) have or obtain an interest.
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Direct and Overlapping Indebtedness
The ability of an owner of property within the District to pay the applicable Special Taxes could be affected by the existence of other taxes and assessments imposed upon taxable parcels. See “THE DISTRICT — Direct and Overlapping Debt” herein. The City and other public agencies whose boundaries overlap those of the District could impose additional taxes or assessment liens on the property within the District in order to finance public improvements or services to be located or provided inside of or outside of such area. The lien created on the property within the District through the levy of such additional taxes may be on a parity with the lien of the Special Taxes applicable to the property within the District.

The imposition of additional liens on a parity with the Special Taxes may reduce the abi lity or willingness of property owners to pay the Special Taxes and increase the possibility that foreclosure proceeds will not be adequate to pay delinquent Special Taxes.

Payment of Special Taxes is not a Personal Obligation of the Property Owners An owner of a taxable parcel is not personally obligated to pay Special Taxes. Rather, Special Taxes are an obligation which is secured only by a lien against the taxable parcel. If the value of a taxable parcel is not sufficient, taking into account other liens imposed by public agencies, to secure fully Special Taxes, the District has no recourse against the property owner.

No Acceleration Provision
The Bonds do not contain a provision allowing for the acceleration of the Bonds in the event of a payment default or other default under the terms of the Bonds or the Indenture.

Limited Obligations
The Bonds and interest thereon are not payable from the general funds of the City. Except with respect to the Net Taxes, neither the credit nor the taxing power of the District or the City is pledged for the payment of the Bonds or the interest thereon, and, except as provided in the Indenture, no Owner of the Bonds may compel the exercise of any taxing power by the District or the City or force the forfeiture of any City or District property.

The principal of, premium, if any, and interest on the Bonds are not a debt of the City or a legal or equitable pledge, charge, lien or encumbrance upon any of the City’s or the District’s property or upon any of the City’s or the District’s income, receipts or revenues, except the Net Taxes and other amounts pledged under the Indenture.

The District’s legal obligations with respect to any delinquent Special Taxes are limited to: (i) payments from the Subaccounts of the Reserve Account to the extent of funds on deposit therein; and (ii) the institution of judicial foreclosure proceedings under certain circumstances with respect to any parcels for which Special Taxes are delinquent. See the caption “SOURCES OF PAYMENT FOR THE BONDS — Special Taxes — Proceeds of Foreclosure Sales.” The Bonds cannot be accelerated in the event of any default.

The obligation to pay Special Taxes does not constitute a personal obligation of the current or subsequent owners of the respective parcels which are subject to such liens. See the caption “— Payment of the Special Tax is Not a Personal Obligation of the Property Owners.” Enforcement of Special Tax payment obligations by the District is limited to judicial foreclosure in the Superior Court of California, County of Placer.

There is no assurance that any current or subsequent owner of a parcel subject to a Special Tax lien will be able to pay the amounts due or that such owner will choose to pay such amounts even though financially able to do so.

Failure by owners of the parcels to pay Special Tax installments when due, delay in foreclosure proceedings, or the inability of the District to sell parcels that have been subject to foreclosure proceedings for 619

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amounts sufficient to cover the delinquent installments of Special Taxes levied against such parcels may result in the inability of the District to make full or timely payments of debt service on the Bonds, which may in turn result in the depletion of the 2025 Bonds Reserve Subaccount . See the caption “— Enforcement Delays — Bankruptcy.”
Ballot Initiatives
Articles XIII A, XIII B, XIII C, and XIII D of the California Constitution were adopted pursuant to measures qualified for the ballot pursuant to the State’s constitutional initiative process. From time to time, other initiative measures could be adopted by California voters. The adoption of any such initiative might place limitations on the ability of the State, the City, or other local agencies to increase revenues or to increase appropriations.

Proposition 218
An initiative measure entitled “The Right to Vote on Taxes Act” (“Proposition 218”) was approved by the voters at the November 5, 1996 statewide general election. Among other things, Proposition 218 added a new Article XIII C to the California Constitution which states that “. . . the initiative power shall not be prohibited or otherwise limited in matters of reducing or repealing any local tax, assessment, fee or charge.” The Act provides for a procedure which includes notice, heari ng, protest and voting requirements to alter the rate and method of apportionment of an existing special tax. However, the Act prohibits a legislative body from adopting any resolution to reduce the rate of any special tax or terminate the levy of any special tax pledged to repay any debt incurred pursuant to the Act unless such legislative body determines that the reduction or termination of the special tax would not interfere with the timely retirement of that debt. While the application of Proposition 218 in this context has not yet been interpreted by the courts and the matter is not completely free from doubt, it is not likely that Proposition 218 has conferred on the voters the power to effect a repeal or reduction of the Special Tax if the result thereof would be to impair the security of the Bonds.

It may be possible, however, for voters or the City Council, acting as the legislative body of the District, to reduce the Special Taxes in a manner which does not interfere with the timely repayment of t he Bonds, but which does reduce the maximum amount of Special Taxes that may be levied in any year below the existing levels. Therefore, no assurance can be given with respect to the future levy of Special Taxes in amounts greater than the amount necessary for the timely retirement of the Bonds. Nevertheless, to the maximum extent that the law permits it to do so, the District has covenanted that it will not initiate proceedings under the Act to reduce the maximum Special Tax rates for the District, unless, in connection therewith, the District receives a certificate from one or more Independent Financial Consultants which, when taken together, certify that: (i) such changes do not reduce the maximum Special Taxes that may be levied in each year on property within the District to an amount which is less than the Administrative Expense Cap plus 110% of the Annual Debt Service due in each corresponding future Bond Year with respect to the Bonds and Parity Bonds Outstanding as of the date of such proposed reduction; and (ii) the District is not delinquent in the payment of the principal of or interest on the Bonds or any Parity Bonds. The District also has covenanted that, in the event an initiative is adopted which purports to reduce or otherwise alter the Amended Rate and Method, it will commence and pursue legal action in order to preserve its ability to comply with the foregoing covenant. However, no assurance can be given as to the enforceability of the foregoing covenants.

Litigation with Respect to Community Facilities Districts Shapiro. The California Court of Appeal, Fourth Appellate District, Division One, issued its opinion in City of San Diego v. Melvin Shapiro (2014) 228 Cal.App.4th 756 (the “San Diego Decision”). The case involved a Conventi on Center Facilities District (the “CCFD”) established by the City of San Diego (“San Diego”). The CCFD is a financing district much like a community facilities district established under the provisions of the Act. The CCFD is comprised of all of the rea l property in San Diego. However, the special tax to be levied within the CCFD was to be levied only on hotel properties located within the CCFD. 620

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The election authorizing the special tax was limited to owners of hotel properties and lessees of real property owned by a governmental entity on which a hotel is located. Thus, the election was not a registered voter election. Such approach to determining who would constitute the qualified electors of the CCFD was modeled after Section 53326(c) of the Act, which generally provides that, if a special tax will not be apportioned in any tax year on residential property, the legislative body may provide that the vote shall be by the landowners of the proposed district whose property would be subject to the special tax. The Court held that the CCFD special tax election was invalid under the California Constitution because Article XIIIA, Section 4 thereof and Article XIIIC, Section 2 thereof require that the electors in such an election be the registered voters withi n the district.

Horizon. The Sacramento County Superior Court had issued a tentative ruling in Horizon Capital Investments, LLC v. City of Sacramento et al. (Case No. 34-2017-80002661). That ruling subsequently became the court’s final order. As describ ed below, this case involved an election to approve the levy of a special tax within a community facilities district (“CFD”) formed under the Act.

In 2017, the City of Sacramento initiated proceedings to form a CFD to finance certain costs to operate and maintain a streetcar line. As permitted by the Act, the proposed district included non-contiguous parcels of non-residential property. Because there were fewer than 12 registered voters residing within the territory of the proposed CFD, the City Council submitted the special tax proposed to be levied within the proposed CFD to the owners of land within the proposed CFD, as required by the Act. The proposed special tax received the requisite two-thirds vote in the landowner election.

Petitioners Horizon Capital Investments, LLC et al. filed a writ of mandate and complaint for reverse validation and declaratory relief. Petitioners argued, and the superior court agreed in its final ruling, that under section 4(a) of article XIII A of the California Constitut ion (which provides that “Cities, Counties and special districts, by a two-thirds vote of the qualified electors of such district [sic], may impose special taxes on such district…”) the phrase “qualified electors” means the registered voters of the entire City of Sacramento and not just the owners of the property within the boundaries of the proposed CFD. Citing the San Diego Decision, the tentative ruling states that the phrase “qualified electors of the district” refers to the registered voters of the entity imposing the special tax, which in this case was the City of Sacramento. Because the vote within the proposed CFD was by landowners only and not by all registered voters in the City of Sacramento, the final ruling states that the special tax is invalid.

The superior court’s final ruling is not binding upon other courts within the State and does not directly apply to the District, the Special Taxes, or the Bonds. The City of Sacramento did not appeal the superior court’s ruling.

The Special Tax Electi on in the District . With respect to the San Diego Decision, the facts of such case show that there were thousands of registered voters within the CCFD ( viz., all of the registered voters in San Diego). The elections held in the District had less than 12 registered voters at the time of the election to authorize the Special Taxes. In the San Diego Decision, the court expressly stated that it was not addressing the validity of landowner voting to impose special taxes pursuant to the Act in situations where there are fewer than 12 registered voters. Thus, by its terms, the court’s holding in the San Diego Decision does not apply to the Special Tax election in the District. Moreover, Section 53341 of the Act provides that any “action or proceeding to attack, review, set aside, void or annul the levy of a special tax…shall be commenced within 30 days after the special tax is approved by the voters.” Similarly, Section 53359 of the Act provides that any action to determine the validity of bonds issued pursuant to the Act be brought within 30 days of the voters approving the issuance of such bonds. The petitioners in Horizon filed the writ of mandate within 30 days of the landowner election.

Voters in the District approved the levy of the Special Tax in accordance with the Amended Rate and Method on April 27, 2021. Based on Sections 53341 and 53359 of the Act and analysis of existing laws, regulations, rulings and court decisions, the District believes that no successful challenge to the Special Tax being levied in accordance with the Amended Rate and Method may now be brought. In connection with the issuance of the 2025 Bonds, Bond Counsel expects to deliver its opinion in the proposed form attached hereto as Appendix C. 621

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Loss of Tax Exemption
As discussed under the heading “TAX MATTERS,” interest on the 2025 Bonds could cease to be excluded from gross income for purposes of federal income taxation, retroactive to the date the 2025 Bonds were issued, as a result of future acts or omissions of th e District or the City. In addition, it is possible that future changes in applicable federal tax laws could cause interest on the 2025 Bonds to be included in gross income for federal income taxation or could otherwise reduce the equivalent taxable yield of such interest and thereby reduce the value of the 2025 Bonds.

No Ratings – Limited Secondary Market
The District has not applied to have the 2025 Bonds rated by any nationally recognized bond rating company, and it does not expect to do so in the future.

There can be no guarantee that there will be a secondary market for the 2025 Bonds or, if a secondary market exists, that such 2025 Bonds can be sold for any particular price. Although the District has committed to provide certain financial and operating information, there can be no assurance that such information will be available to 2025 Bond owners on a timely basis. The failure to provide the required annual financial information does not give rise to monetary damages but merely an action for speci fic performance. Occasionally, because of general market conditions, lack of current information, the absence of a credit rating for the 2025 Bonds or because of adverse history or economic prospects connected with a particular issue, secondary marketing practices in connection with a particular issue are suspended or terminated. Additionally, prices of issues for which a market is being made will depend upon then prevailing circumstances. Such prices could be substantially different from the original purchase price.

Limitations on Remedies
Remedies available to the Owners of the 2025 Bonds may be limited by a variety of factors and may be inadequate to assure the timely payment of principal of and interest on the 2025 Bonds or to preserve the tax - exempt status of interest on the 2025 Bonds.

Bond Counsel has limited its opinion as to the enforceability of the 2025 Bonds and of the Indenture to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or other similar laws affecting generally the enforcement of creditor’s rights, by equitable principles and by the exercise of judicial discretion and by limitations on remedies against public agencies in the State of California. The lack of availability of certain remedies or the limitation of remedies may entail risks of delay, limitation or modification of the rights of the Owners.

Potential Early Redemption of 2025 Bonds from Prepayments or Community Facilities District Bond Proceeds
Property owners within the District are permitted to partially prepay their Special Taxes at any time.

Such prepayments could also be made from the proceeds of bonds issued by or on behalf of an overlapping community facilities district. Such prepayments will result in a redemption of the 2025 Bonds on the Interest Payment Date for which timely notice may be given under the Indenture following the receipt of the prepayment.

The resulting redemption of 2025 Bonds that were purchased at a price g reater than par could reduce the otherwise expected yield on such 2025 Bonds. See the caption “THE 2025 BONDS — Redemption — Special Mandatory Redemption from Special Tax Prepayments.”
Cybersecurity
The City, like many other public and private entities, r ely on computer and other digital networks and systems to conduct their operations. The City is potentially subject to multiple cyber threats, including without 622

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limitation hacking, viruses, ransomware, malware and other attacks. No assurance can be given that the efforts of the City to manage cyber threats and attacks will be successful in all cases, or that any such attack will not materially impact the operations or finances of the City, or the administration of the 2025 Bonds. The City is also reliant on other entities and service providers in connection with the administration of the 2025 Bonds, including without limitation , the County tax collector for the levy and collection of Special Taxes and the Trustee. No assurance can be given that the City and these other entities will not be affected by cyber threats and attacks in a manner that may affect the levy and collection of Special Taxes or the payment of debt service on the 2025 Bonds.

CONTINUING DISCLOSURE
District Continuing Disclosure
Pursuant to a Continuing Disclosure Certificate, dated as of November 1, 202 5 (the “Disclosure Certificate”), to be executed and delivered by the District at the time of issuance of the Bonds, the District has covenanted for the benefit of the holders and Beneficial Owners of the Bonds to provide certain financial information and operating data relating to the District by March 31 following the end of the District’s Fiscal Year (currently its Fiscal Year ends on June 30) (the “Annual Report”), commencing wi th the Annual Report for the Fiscal Year ending June 30, 2025, and to provide notices of the occurrence of certain enumerated events.

The Annual Report and the notices of enumerated events will be filed by the District with EMMA. The specific nature of the information to be contained in the Annual Report and the notice of enumerated events is set forth in Appendix F — “FORM OF DISTRICT CONTINUING DISCLOSURE CERTIFICATE.” These covenants have been made in order to assist the Underwriter in complying with subsection (b)(5) of Rule 15c2-12.

The City and its related entities have entered into prior continuing disclosure obligations pursuant to Rule 15c2-12. Within the last five years, the City and its related entities failed to comply in certain respects with such continuing disclosure obligations. The failures to comply include a failure to file an annual report and an annual report which did not include all required information, audited financial statements which were filed past the required filing date or not initially linked to all necessary CUSIPs, and notices of rating changes which were filed past the required due date. The City and its related entities have made additional filings to provide the previously omitted information and filings.

Developer Continuing Disclosure
The Underwriter does not consider Tri Pointe to be an “obligated person” with respect to the 2025 Bonds for purposes of the Rule. Notwithstanding the foregoing, to provide updated information with respect to the development within the District, Tri Pointe will execute a continuing disclosure certificate ( the “Tri Pointe Continuing Disclosure Certificate”) pursuant to which they has covenanted to provide semiannual reports until satisfaction of certain conditions set forth in the Tri Pointe Continuing Disclosure Certificate. The semiannual reports to be provided by Tri Pointe will contain updates regarding its development within the District as outlined in Section 4 of the Tri Pointe Continuing Disclosure Certificate attached hereto as APPENDIX G. In addition to its semiannual reports, Tri Pointe will agree to provide notices of certain events set forth in the Tri Pointe Continuing Disclosure Certificate.

Tri Pointe’s Prior Continu ing Disclosure Compliance. Tri Pointe ’s Sacramento Division will be responsible for compliance with its obligations under its Developer Continuing Disclosure Certificate. Tri Pointe has represented to the City and the Underwriter in a Certificate of Tri Pointe Homes Holdings, Inc. (the “Certificate of Tri Pointe”) that, to the Actual Knowledge of Tri Pointe (as defined in the Certificate of Tri Pointe), Tri Pointe has not failed in any material respect to comply with any previous undertaking by it to provide periodic continuing disclosure reports or notices of listed events with respect to community facilities districts or assessment districts in northern California encompassing Tri Pointe’s Sacramento and Bay Area Divisions within the past five years.
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TAX EXEMPTION
In the opinion of Stradling Yocca Carlson & Rauth LLP, Newport Beach, California, Bond Counsel, under existing statutes, regulations, rulings and judicial decisions, and assuming the accuracy of certain representations and compliance with certain covenants and requirements described herein, interest on the 2025 Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of calculating the federal alternative minimum tax imposed on individu als. However, it should be noted that, with respect to applicable corporations as defined in Section 59(k) of the Internal Revenue Code of 1986, as amended (the “Code”), generally certain corporations with more than $1,000,000,000 of average annual adjusted financial statement income, interest (and original issue discount) with respect to the 2025 Bonds might be taken into account in determining adjusted financial statement income for purposes of computing the alternative minimum tax imposed by Section 55 of the Code on such corporations. In the further opinion of Bond Counsel, interest on the 2025 Bonds is exempt from State of California personal income tax.

The excess of the stated redemption price at maturity of a 2025 Bond over the issue price of a 2025 Bond (the first price at which a substantial amount of the 2025 Bonds of a maturity is to be sold to the public) constitutes original issue discount. Original issue discount accrues under a constant yield method, and original issue discount will accrue to a Beneficial Owner before receipt of cash attributable to such excludable income.

The amount of original issue discount deemed received by the Beneficial Owner will increase the Beneficial Owner’s basis in the applicable 2025 Bond.

Bond Counsel’s opinion as to the exclusion from gross income of interest (and original issue discount) on the 2025 Bonds is based upon certain representations of fact and certifications made by the District, the City and others and is subject to the condition that the District, the City and others making such representations comply with all requirements of the Code that must be satisfied subsequent to the issuance of the 2025 Bonds to assure that interest (and original issue discount) on the 2025 Bonds will not become includable in gross income for federal income tax purposes. Failure to comply with such requirements of the Code might cause the interest (and original issue discount) on the 2025 Bonds to be included in gross income for federal income tax purposes retroactive to the date of issuance of the 2025 Bonds. The District and the City has covenanted to comply with all such requirements.

The amount by which a Beneficial Owner’s original basis for determining loss on sale or exchange in the applicable 2025 Bond (generally, the purchase price) exceeds the amount payable on maturity (or on an earlier call date) constitutes amortizable 2025 Bond premium, which must be amortized under Section 171 of the Code; such amortizable 2025 Bond premium reduces the Beneficial Owner’s basi s in the applicable 2025 Bond (and the amount of tax-exempt interest received), and is not deductible for federal income tax purposes.

The basis reduction as a result of the amortization of 2025 Bond premium may result in a Beneficial Owner realizing a taxable gain when a 2025 Bond is sold by the Beneficial Owner for an amount equal to or less (under certain circumstances) than the original cost of the 2025 Bond to the Beneficial Owner. Purchasers of the 2025 Bonds should consult their own tax advisors as to the treatment, computation and collateral consequences of amortizable 2025 Bond premium.

The Internal Revenue Service (the “IRS”) has initiated an expanded program for the auditing of tax - exempt bond issues, in cluding both random and targeted audits. It is possible that the 2025 Bonds will be selected for audit by the IRS. It is also possible that the market value of the 2025 Bonds might be affected as a result of such an audit of the 2025 Bonds (or by an audit of other similar bonds). No assurance can be given that in the course of an audit, as a result of an audit, or otherwise, Congress or the IRS might not change the Code (or interpretation thereof) subsequent to the issuance of the 2025 Bonds to the extent that it adversely affects the exclusion from gross income of interest (and original issue discount) on the 2025 Bonds or their market value.

SUBSEQUENT TO THE ISSUANCE OF THE 2025 BOND S THERE MIGHT BE FEDERAL,

STATE, OR LOCAL STATUTORY CHANGES (OR JUDICI AL OR REGULATORY CHANGES TO OR

INTERPRETATIONS OF FEDERAL, STATE, OR LOCAL LAW) THAT AFFECT THE FEDERAL, STATE, 624

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OR LOCAL TAX TREATMENT OF THE 2025 BONDS INCLUDING THE IMPOSITION OF ADDITIONAL

FEDERAL INCOME OR STATE TAXES BEING IMPOSED ON OWNERS OF TAX-EXEMPT STATE OR LOCAL OBLIGATIONS, SUCH AS THE 2025 BOND S. THESE CHANGES COULD ADVERSELY AFFECT THE MARKET VALUE OR LIQUIDITY OF THE 2025 BONDS. NO ASSURANCE CAN BE GIVEN THAT SUBSEQUENT TO THE ISSUANCE OF THE 2025 BONDS STATUTORY CHANGES WILL

NOT BE INTRODUCED OR ENACTED OR JUDICIAL OR REGULATORY INTERPRETATIONS WILL NOT OCCUR HAVING THE EFFECTS DESCRIBED ABOVE. BEFORE PURCHASING ANY OF THE 2025 BOND S, ALL POTENTIAL PURCHASERS SHOULD CONSULT THEIR TAX ADVISORS

REGARDING POSSIBLE STATUTORY CHANGES OR JUDICI AL OR REGULATORY CHANGES OR INTERPRETATIONS, AND THEIR COLLATERAL TAX CONSEQUENCES RELATING TO THE 2025 BONDS.

Bond Counsel’s opinions may be affected by actions taken (or not taken) or events occurring (or not occurring) after the date of issuance of the 2025 Bonds. Bond Counsel has not undertaken to determine, or to inform any person, whether any such actions or events are taken or do occur. The Indenture and the Tax Certificate relating to the 2025 Bonds permit certain actions to be taken or to be omitted if a favorable opinion of Bond Counsel is provided with respect thereto. Bond Counsel expresses no opinion as to the effect on the exclusion from gross income of interest (and original issue discount) on the 2025 Bonds for federal income tax purposes with respect to any 2025 Bond if any such action is taken or omitted based upon the advice of counsel other than Stradling Yocca Carlson & Rauth LLP.

Although Bond Counsel will render an opinion that interest (and original issue discount) on the 2025 Bonds is excluded from gross income for federal income tax purposes provided that the District and the City continue to comply with certain requirements of the Code, the ownership of the 2025 Bonds and the accrual or receipt of interest (and original issue disc ount) with respect to the 2025 Bonds may otherwise affect the tax liability of certain persons. Bond Counsel expresses no opinion regarding any such tax consequences.

Accordingly, before purchasing any of the 2025 Bonds, all potential purchasers should consult their tax advisors with respect to collateral tax consequences relating to the 2025 Bonds.

Should interest on the 2025 Bonds (including any original issue discount) become includable in gross income for federal income tax purposes, the 2025 Bonds are not subject to early redemption and will remain outstanding until maturity or until redeemed in accordance with the Indenture.

A copy of the proposed form of opinion of Bond Counsel is attached hereto as Appendix C.

LEGAL OPINION
The legal opinion of Bond Counsel approving the validity of the 2025 Bonds, in substantially the form set forth as Appendix C hereto, will be made available to purchasers of the 2025 Bonds at the time of original delivery of the 2025 Bonds. Certain legal matters will be passed upon for the City and the District by the City Attorney, and for the District by Stradling Yocca Carlson & Rauth LLP, Disclosure Counsel, for the Underwriter by Kutak Rock LLP, Irvine, California, and for the Trustee by its counsel. Bond Counsel undertak es no responsibility to the purchasers of the 2025 Bonds for the accuracy, completeness or fairness of this Official Statement.

ABSENCE OF LITIGATION
In connection with the issuance of the 2025 Bonds, the City Attorney will deliver an opinion to the effect that, to their actual knowledge, after due inquiry and investigation, there is no action, suit, proceeding or investigation at law or in equity before or by any court, public board or body, pending or threatened, or any unfavorable decision, ruling or fin ding, against or affecting the District, which would adversely impact the District’s ability to complete the transactions described in, or contemplated by, the Indenture or this Official 625

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Statement, restrain or enjoin the collection of the Special Taxes, or in any way contest or affect the validity of the 2025 Bonds, the Indenture, the Special Taxes, or the transactions described herein.

NO RATING
The District has not made, and does not contemplate making, an application to any rating organization for the assignment of a rating on the 2025 Bonds.

UNDERWRITING
The 2025 Bonds are being purchased by Piper Sandler & Co. (the “Underwriter”). The Underwriter has agreed to purchase the 2025 Bonds at a price of $_______ (being the $______ aggregate principal amount of the 2025 Bonds, less an Underwriter’s discount of $ ______, [plus/less] [net] original issue [premium/discount] of $______). The Bond Purchase Agreement relating to the 2025 Bonds provides that the Underwriter will purchase all of the 2025 Bonds if any are purchased, the obligation to make such purchase being subject to certain terms and conditions set forth in the Bond Purchase Agreement, the approval of certain legal matters by counsel and certain other conditions. The Under writer’s compensation is contingent upon the successful issuance of the Bonds.

Under certain circumstances, the Underwriter may offer and sell the 2025 Bonds to certain dealers and others at prices lower or yields higher than those stated on the page immediately following the cover page of this Official Statement. The offering prices may be changed from time to time by the Underwriter.

FINANCIAL INTERESTS
The fees being paid to the Underwriter and its counsel, Bond Counsel, Disclosure Counsel and the Trustee are contingent upon the issuance and delivery of the 2025 Bonds. From time to time, Stradling Yocca Carlson & Rauth LLP, represents the Underwriter on matters unrelated to the 2025 Bonds.

MUNICIPAL ADVISOR
The District has retained PFM Financial Advisors LLC, San Francisco, California, as Municipal Advisor for the sale of the 2025 Bonds. The Municipal Advisor is not obligated to undertake, and has not undertaken to make, an independent verification or to assume any responsibility for the accuracy, completeness or fairness of the information contained in this Official Statement.

PFM Financial Advisors LLC , is an independent advisory firm and is not engaged in the business of underwriting, trading or distributing municipal or other public securities.

MISCELLANEOUS
So far as any statements made in this Official Statement involve matters of opinion, assumptions, projections, anticipated events or estimates, whether or not expressly stated, they are set forth as such and not as presentations of fact, and actual results may differ substantially from those set forth therein. Neither this Official Statement nor any statement that may have been made verbally or in writing is to be construed as a contract with the Owners of the 2025 Bonds.

The summaries of certain provisions of the 2025 Bonds, statutes and other documents or agreements referred to in this Official Statement do not purport to be complete, and reference is made to each of them for a complete statement of their provisions. Copies are available for review by making requests to the City. 626

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The execution and delivery of this Official Statement by the City Manager of the City has been duly authorized by the City Council of the City acting in its capacity as the legislative body of the District.

CITY OF LINCOLN COMMUNITY FACILITIES
DISTRICT NO. 2019-1 (INDEPENDENCE AT

LINCOLN)
By:

City Manager of the City of Lincoln
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APPENDIX A

AMENDED RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX CITY OF LINCOLN COMMUNITY FACILITIES DISTRICT NO. 2019-1 (INDEPENDENCE AT LINCOLN)
A Special Tax, as hereinafter defined, shall be levied on all Assessor’s Parcels in the City of Lincoln (the “City”) Community Facilities District No. 2019-1 (Independence at Lincoln) and collected each Fiscal Year commencing in Fiscal Year 2020/21, in an amount determined by the City or its designee, through the application of the Rate and Method of Apportionment as described below. All of the real property in CFD No. 2019-1, unless exempted by law or by the provisions hereof, shall be taxed for the purposes, to the extent and in the manner herein provided.

A. DEFINITIONS
The terms hereinafter set forth have the following meanings:
“Accessory Dwelling Unit” means a secondary residential unit of limited size, as defined in California Government Code Section 658 as that may be amended from time to time, that is accessory to a single -unit dwelling located on an Assessor’s Parcel.
"Acre” or “Acreage" means that acreage shown on the Assessor’s Parcel Map or in the Assessor’s Data for each Assessor’s Parcel. In the event that the Assessor’s Parcel Map or Assessor’s Data shows no acreage, the Acreage for any Assessor’s Parcel may be determined by the CFD Administrator based upon the applicable Final Subdivision Map or parcel map, or by using available spatial data and GIS. The Lot Area of an Assessor’s Parcel is equal to the Acreage of such parcel multiplied by 43,560. "Act" means the Mello-Roos Community Facilities Act of 1982, as amended, being Chapter 2.5, Division 2 of Title 5 of the Government Code of the State.
"Administrative Expenses" means the following actual or reasonably estimated costs directly related to the administration of CFD No. 2019-1: the costs of any paying agents/fiscal agents/trustees related to Bond payments (including the fees and expenses of its counsel), banking and management; the costs of computing the Special Tax Requirement, the Special Taxes and of preparing the collection schedules for the Special Taxes; the costs of collecting the Special Taxes, including any charges levied by the County Auditor’s Office, Tax C ollector’s Office or Treasurer’s Office; the costs of the City or designee in complying with the disclosure requirements of the California Government Code (including the Act) and the federal securities laws; costs of responding to public inquiries regarding the Special Taxes; the costs of the City or designee related to an appeal of the Special Taxes or interpretation of the Rate and Method of Apportionment; amounts needed to pay rebate to the federal government related to Bonds; and the costs of commencing and pursuing to completion any foreclosure action arising from delinquent Special Taxes in the District. Administrative Expenses shall also include an allocable share of the salaries of City staff and an allocable portion of City overhead costs relating t o the foregoing, or costs of the City in any way related to the establishment or administration of the District. Administrative Expenses shall also include amounts estimated or advanced by the City or CFD No. 2019 -1 for any other administrative purposes of CFD No. 2019-1.
“Assessor’s Data” means the property characteristic data compiled and maintained by the County Assessor for each Assessor’s Parcel, including, but not limited to, Assessor’s Parcel Number, Use Code, Acreage, Lot Area, and Units.
"Assessor’s Parcel" means a lot or parcel shown in an Assessor’s Parcel Map with an assigned Assessor’s Parcel Number.
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"Assessor’s Parcel Map" means an official map of the County Assessor of the County designating parcels by Assessor’s Parcel Number.
“Assessor’s Parcel Number” or “APN” means, with respect to an Assessor’s Parcel, that number assigned to such Assessor’s Parcel by the County for purposes of identification. “Assigned Special Tax” means the Assigned Special Tax determined in accordance with Section C below, that can be levied in any Fiscal Year on any Assessor’s Parcel of Taxable Property. “Authorized Facilities” means the public facilities authorized to be financed, in whole or in part, by CFD No. 2019-1, including by the proceeds of the CFD No. 2019-1 Bonds. The Special Tax to fund Authorized Facilities may only be levied prior to the Transition Year.
“Authorized Services” means the services authorized to be funded, in whole or in part, by CFD No. 2019-1. "Backup Special Tax" means the Backup Special Tax applicable to each Assessor’s Parcel of Developed Property, as determined in accordance with Section C below. “Bonds” means bonds or other Debt (as defined in the Act), whether in one or more series, issued or assumed by or on behalf of CFD No. 2019-1 under the Act.
“Building Permit” means a permit issued by the City for new construction of a residential dwelling. "CFD Administrator" means an official of the City, or designee thereof, responsible for determining the Special Tax Requirement, and providing for the levy and collection of the Special Taxes. "CFD No. 2019-1" means City of Lincoln Community Facilities District No. 2019-1 (Independence at Lincoln). “City” means the City of Lincoln.
“City Council” means the City Council of the City, acting as the legislative body of CFD No. 2019-1. "County" means the County of Placer.
“Debt Service” means for each Debt Year, the total amount of principal and interest due for any Bonds of CFD No. 2019-1.
“Debt Year” means the twelve (12) month period endi ng on the second debt service payment date of each calendar year.
"Developed Property" means, for each Fiscal Year, all Taxable Property for which a Building Permit was issued on or before June 1 of the prior Fiscal Year. For example, Taxable Property for which a Building Permit was issued on or before June 1 of the prior Fiscal Year (i.e., June 1, 2020), would be treated as Developed Property for Fiscal Year 2020/21.
“Expected Unit Count” means the total expected number of Units of Residential Property expected within CFD No. 2019-1, as shown in Table 1.
“Final Map Property” means, in any Fiscal Year, all property for which a Final Subdivision Map had recorded prior to June 1st of the preceding Fiscal Year and which has not yet become Developed Property. "Final Subdivision Map" means a subdivision of property created by recordation of a final subdivision map, parcel map or lot line adjustment, approved by the City pursuant to the Subdivision Map Act (California 629

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Government Code Section 66410 et seq.) or rec ordation of a condominium plan pursuant to California Civil Code 1352, that creates individual lots for which residential building permits may be issued without further subdivision of such property.
"Fiscal Year" means the period starting July 1 and ending on the following June 30. “GIS”, or geographic information system, means a system designed to capture, store, manipulate, analyze, manage, and present spatial or geographic data.
“Indenture” means the indenture, fiscal agent agreement, resolution, or othe r instrument pursuant to which Bonds for CFD No. 2019-1 are issued, as modified, amended, and/or supplemented from time to time, and any instrument replacing or supplementing the same.
“Lot Area” means the square footage shown on the Assessor’s Parcel Map or in the Assessor’s Data for each Assessor’s Parcel. In the event that the Assessor’s Parcel Map or Assessor’s Data shows no square footage, the Lot Area for any Assessor’s Parcel may be determined by the CFD Administrator based upon the applicable Final Subdivision Map or parcel map, or by using available spatial data and GIS. "Maximum Special Tax” means the Maximum Special Tax determined in accordance with Section C below, that can be levied in any Fiscal Year on any Assessor’s Parcel of Taxable Property. “Minimum Taxable Acreage” means, at the time of the issuance of Bonds for CFD No. 2019-1, and at all times thereafter, 94.90 Acres.
“Non-Residential Property” means all Assessor’s Parcels of Developed Property not classified as Residential Property, Property Owner Association Property, or Public Property. “Outstanding Bonds” means all Bonds which are outstanding under and in accordance with the provisions of the Indenture.
“Pay-As-You-Go Expenditure” means Pay-As-You-Go Revenue which is used or set aside for Authorized Facilities, including for Authorized Facilities to be constructed or acquired by the CFD. Pay -As-You-Go Expenditures may be included in the Special Tax Requirement until all Authorized Facilities have been constructed or acquired or the Transition Event has occurred. “Pay-As-You-Go Revenue” means Special Tax revenues that are available after being used or set aside for Debt Service, Administrative Expenses, or Authorized Services. "Property Owner Association Property" means, for each Fiscal Year, any property within the boundaries of CFD No. 2019-1 that is owned by a property owner association, including any master or sub -association, as of January 1 of the prior Fiscal Year.
"Proportionately" means for Developed Property that the ratio of the Special Tax levy to the Assigned Special Tax or the Backup Special Tax is equal for all Assessors’ Parcels of Developed Property within CFD No. 2019-

1. For Final Map Property, Taxable Contingent Property, Tentative Map Property, or Undeveloped Prope rty, “Proportionately” means that the ratio of the actual Special Tax levy per Acre to the Maximum Special Tax per Acre is equal for all Assessor’s Parcels of Final Map Property, Taxable Contingent Property, Tentative Map Property, or Undeveloped Property within CFD No. 2019-1. "Public Property" means property within the boundaries of CFD No. 2019-1 owned by, irrevocably offered or dedicated to, or for which an easement for purposes of public right -of-way has been granted to the federal government, the State, the County, the City, or any local government or other public agency, provided that any 630

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property leased by a public agency to a private entity and subject to taxation under Section 53340.1 of the Act shall be taxed and classified according to its use.
“Residential Property” means all Assessor’s Parcels of Developed Property for which a building permit was issued for a residential use.
"Special Tax(es)" means the special tax to be levied in each Fiscal Year on each Assessor’s Parcel of Taxable Property within CFD No. 2019-1 to fund the Special Tax Requirement. "Special Tax Requirement" means that amount required in any Fiscal Year for CFD No. 2019-1:

Before the Transition Year, to (1) pay Debt Service on all Outstanding Bonds which is due in the calendar year that commences in such Fiscal Year; (2) pay for Authorized Services; (3) pay Administrative Expenses; (4) provide any amount required to establish or replenish a reserve fund in connection with any Bonds; (5) any amounts needed for Pay-As-You-Go Expenditures eligible to be funded by CFD No. 2019 -1 under the Act, to the extent that the inclusion of such amounts does not increase the Special Tax levy on Undeveloped Property; (6) provide any amount required to establish or replenish any operating reserve held by the City for Administrative Expenses; (7) provide an amount equal to reasonably anticipated Special Tax delinquencies based on the delinquency rate for Special Taxes levied in the previous Fiscal Year as determined by the CFD Administrator, as limited by the Act, and without duplicating any amounts described in clauses (4) or (6). The amounts referred to in clauses (1) through (7) of the preceding sentence may be reduced in any Fiscal Year (in the City's sole discretion) by (i) interest earnings on or surplus balances in funds and accounts for Bonds to the extent that such earnings or balances are available to apply against Debt Service pursuant to the Indenture, (ii) proceeds from the collection of penalties associated with delinquent Special Tax, a nd (iii) any other revenues available to pay Debt Service on the Outstanding Bonds or other indebtedness as determined by the CFD Administrator.

Beginning in the Transition Year, to (1) pay for Authorized Services; (2) pay Administrative Expenses; (3) provide any amount required to establish or replenish any operating reserve held by the City for Administrative Expenses; (4) provide an amount equal to reasonably anticipated Special Tax delinquencies based on the delinquency rate for Special Taxes levied in the previous Fiscal Year as determined by the CFD Administrator, as limited by the Act; less (5) a credit for funds available, if any, to reduce the Special Tax levy. "State" means the State of California.
“Tax Zone” means the assignment of Assessor’s Par cels to a zone as set forth in Table 1 and as shown on Exhibit A to this Rate and Method of Apportionment.
“Taxable Contingent Property” means any Assessor’s Parcel of Non -Residential Property, Open Space Property, Property Owner Association Property, Pub lic Property, or other property that would otherwise be classified as Exempt Property pursuant to the provisions of Section E, but cannot be classified as Exempt Property because to do so would reduce the Acreage of all Taxable Property located within CFD No. 2019-1 below the Minimum Taxable Acreage.
"Taxable Property" means all of the Assessor’s Parcels within the boundaries of CFD No. 2019 -1 which are not exempt from the Special Tax pursuant to law or Section E below. “Tentative Map” means a map that is made for the purpose of showing the design of a proposed subdivision, including the individual lots that are expected within the subdivision, as well as the conditions pertaining thereto.

A Tentative Map is not based on a detailed survey of the property within the map and is not recorded with at the County recorder’s office to create legal lots.
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“Tentative Map Property” means, in any Fiscal Year, all Parcels which are included within a Tentative Map that was approved prior to June 1 of the prior Fiscal Year. “Transition Event” means the earlier of (i) Fiscal Year 2054/55 or (ii) the Fiscal Year when the CFD Administrator determines that both of the following events have occurred (i) all Bonds secured by the levy and collection of the Special Tax in CFD No. 2019-1 have been fully repaid and the City determines that no additional Bonds are to be issued, (ii) all Administrative Expenses from prior Fiscal Years have been paid or reimbursed to the District.
“Transition Year” means the first year in which the CFD Ad ministrator determines that the Transition Event occurred in the prior Fiscal Year.
"Trustee" means the trustee or fiscal agent under the Indenture. “Undeveloped Property” means, for each Fiscal Year, all Taxable Property not classified as Developed Property, Final Map Property, Taxable Contingent Property, or Tentative Map Property. “Unit” means an individual residential living space. The number of Units assigned to each Assessor’s Parcel may be determined by (i) referencing Assessor’s Data, (ii) site surv eys and physical unit counts, and/or (iii) reviewing City building permit data. An Accessory Dwelling Unit shall not be considered a Unit for the purposes of the Special Tax.

B. ASSIGNMENT TO LAND USE CATEGORIES
Each Fiscal Year, the CFD Administrator shall determine the valid Assessor’s Parcel Numbers for all Taxable Property within CFD 2019 -1. If any Assessor’s Parcel Numbers are no longer valid from the previous Fiscal Year, the CFD Administrator shall determine the new Assessor’s Parcel Number or Nu mbers that are in effect for the current Fiscal Year. To the extent an Assessor’s Parcel(s) of Taxable Property are subdivided, consolidated or otherwise reconfigured, the Special Tax rates shall be assigned to the new Assessor’s Parcel(s) pursuant to Section C.

Each Fiscal Year, all Assessor’s Parcels within CFD No. 2019-1 shall be classified as follows:

1. Each Assessor’s Parcel shall be determined to be Taxable Property or Tax Exempt Property.

2. Each Assessor’s Parcel of Taxable Property shall further be classified as Developed Property, Final Map Property, Taxable Contingent Property, Tentative Map Property, or Undeveloped Property. Taxable Property shall be subject to Special Taxes in accordance with the rate and method of apportionment determined pursuant to Sections C and D below.

C. MAXIMUM SPECIAL TAX RATES
Notwithstanding the below, under no circumstances will the Special Tax levied in any Fiscal Year against any Assessor’s Parcel for which an occupancy permit for private residential use has been iss ued be increased by more than ten percent above the amount that would have been levied in that Fiscal Year had there never been any such delinquency or default by the owner(s) of any other Assessor’s Parcel within CFD No. 2019-1. 632

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PRIOR TO THE TRANSITION EVENT

1. Developed Property
The Maximum Special Tax for each Assessor’s Parcel of Developed Property shall be the greater of (i) the amount derived by application of the Assigned Special Tax or (ii) the amount derived by application of the Backup Special Tax.
a. Assigned Special Tax
The Assigned Special Tax for each Assessor’s Parcel of Developed Property is shown in Table 1.

TABLE 1

ASSIGNED SPECIAL TAX AND EXPECTED UNITS FOR DEVELOPED PROPERTY FISCAL YEAR 2020/21

Property Type Assigned Special Tax
Expected
Units
Residential Property Tax Zone No. 1 $2,739 per Unit 122 Residential Property Tax Zone No. 2 $2,893 per Unit 92
Residential Property Tax Zone No. 5 $2,810 per Unit 92
Residential Property Tax Zone No. 6 $2,628 per Unit 90
Residential Property Tax Zone No. 3 $2,079 per Unit 98
Residential Property Tax Zone No. 4 $1,812 per Unit 97
Total Expected Units 591

b. Backup Special Tax
When a Final Subdivision Map is recorded within CFD No. 2019-1, the Backup Special Tax for each Assessor’s Parcel of Developed Property shown on the Final Subdivision Map shall be determined as follows:

B = ($13,720 x A) / U
These terms have the following meaning:

B = Backup Special Tax per Unit assigned to each Assessor’s Parcel A = Minimum Taxable Acreage for CFD No. 2019-1
U = Expected Units within CFD No. 2019-1
The Backup Special Tax for an Assessor’s Parcel shall not change once an Assessor’s Parcel is classified as Developed Property.
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c. Increase in the Assigned Special Tax and Backup Special Tax On each July 1, commencing on July 1, 2021, the Assigned Special Tax and the Backup Special Tax for Developed Property shall be increased by an amount equal to two percent (2%) of the amount in effect for the previous Fiscal Year.

2. Final Map Property, Taxab le Contingent Property, Tentative Map Property, and Undeveloped Property
a. Maximum Special Tax
The Maximum Special Tax for each Assessor’s Parcel of Final Map Property, Taxable Contingent Property, Tentative Map Property, and Undeveloped Property shall be $13,720 per Acre in Fiscal Year 2020/21. b. Increase in the Maximum Special Tax
On each July 1, commencing on July 1, 2021, the Maximum Special Tax for Final Map Property, Taxable Contingent Property, Tentative Map Property, and Undeveloped Property shall be increased by an amount equal to two percent (2%) of the amount in effect for the previous Fiscal Year.

AFTER THE TRANSITION EVENT
The Maximum Special Tax for each Assessor’s Parcel that may be levied in any Fiscal Year after the Transition Event is determined as, an amount equal to 10% of the Maximum Special Tax in the Fiscal Year prior to the Transition Year, adjusted for any parcel that prepaid in part their Special Tax by adding an amount equal to the Special Tax that would have been due in the Fiscal Year prior to the Transition Year if such Parcel had not prepaid.

On each July 1 after the Transition Event, the Maximum Special Tax shall be increased by an amount equal to two percent (2%) of the amount in effect for the previous Fiscal Year.

D. METHOD OF APPORTIONMENT OF THE SPECIAL TAXES
Commencing with Fiscal Year 2020/21 and for each following Fiscal Year, the CFD Administrator shall determine the Special Tax Requirement, and shall levy the Special Tax until the amount of the Special Tax equals the Special Tax Requirement. The Special Tax shall be levied each Fiscal Year as follows:

Second: If additional monies are needed to satisfy the Special Tax Requirement after the first step has been completed, the Special Tax shall be levied Proportionately on all Final Map Property at a rate up to 100% of the Maximum Special Tax for Final Map Property.

Third: If additional monies are needed to satisfy the Special Tax Requirement after the second step has been completed, the Special Tax shall be levied Proportionately on all Tentative Map Property at a rate up to 100 % of the Maximum Special Tax for Tentative Map Property.

Fourth: If additional monies are needed to satisfy the Special Tax Requirement after the first three steps have been completed, the Special Tax shall be levied Proportionately on all Undeveloped Prop erty at a rate up to 100% of the Maximum Special Tax for Undeveloped Map Property. 634

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Fifth: If additional monies are needed to satisfy the Special Tax Requirement after the first four steps have been completed, the Special Tax shall be levied on each Assesso r’s Parcel of Developed Property whose Maximum Special Tax is derived by the application of the Backup Special Tax and shall be increased Proportionately from the Assigned Special Tax up to the Maximum Special Tax for each such Assessor’s Parcel.

E. EXEMPTIONS

1. No Special Tax shall be levied on up to 100 Acres of Open Space Property, Property Owner Association Property, and Public Property. Tax -exempt status will be assigned by the CFD Administrator in the chronological order in which property becomes Open Space Property, Property Owner Association Property, or Public Property.

2. Open Space Property, Property Owner Association Property, that is not exempt from the Special Tax under this section, or pursuant to the Act, shall be classified as Taxable Contingent Property. Taxable Contingent Property shall be subject to the levy of the Special Tax and shall be taxed Proportionately as part of the sixth step in Section D above, at up to 100% of the applicable Maximum Special Ta x for Taxable Contingent Property.

3. If the use of an Assessor's Parcel changes so that such Assessor's Parcel is no longer eligible to be classified as one of the uses set forth in Section E.1., above, that would make such Assessor's Parcel eligible to cont inue to be classified as Exempt Property, such Assessor's Parcel shall cease to be classified as Exempt Property and shall be deemed to be Taxable Property.

F. APPEALS
Any property owner may file a written appeal of the Special Taxes with the CFD Administr ator claiming that the amount or application of the Special Taxes is not correct. The appeal must be filed not later than one calendar year after having paid the Special Taxes that are disputed, and the appellant must be current in all payments of Special Taxes. In addition, during the term of the appeal process, all Special Taxes levied must be paid on or before the payment date established when the levy was made.

The appeal must specify the reasons why the appellant claims the Special Taxes are in error. The CFD Administrator shall review the appeal, meet with the appellant if the CFD Administrator deems necessary, and advise the appellant of its determination.

If the property owner disagrees with the CFD Administrator’s decision relative to the appeal, t he owner may then file a written appeal with the City Council whose subsequent decision shall be final and binding on all interested parties. If the decision of the CFD Administrator or subsequent decision by the City Council requires the Special Taxes to be modified or changed in favor of the property owner, the CFD Administrator shall determine if sufficient Special Tax revenue is available to make a cash refund. If a cash refund cannot be made, then an adjustment shall be made to credit future Special Taxes..

This procedure shall be exclusive and its exhaustion by any property owner shall be a condition precedent to filing any legal action by such owner.

G. INTERPRETATIONS
The City may, by resolution or ordinance, interpret, clarify and/or revise this Amended Rate and Method of Apportionment to correct any inconsistency, vagueness, or ambiguity as it relates to the Special Taxes, method 635

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of apportionment, classification of Parcels, or any definition used herein, as long as once Bonds have been issued such correction does not materially adversely affect the levy and collection of Special Taxes. In addition, the interpretation and application of any section of this document shall be at the City’s discretion.

H. MANNER OF COLLECTION
The Special Taxes shall be collected in the same manner and at the same time as ordinary ad valorem property taxes; provided, however, that the CFD Administrator may, at the sole discretion of the City, directly bill the Special Tax, may collect the Specia l Tax at a different time or in a different manner as necessary to meet its financial obligations, and may covenant to foreclose and may actually foreclose on Assessor's Parcels of Taxable Property that are delinquent in the payment of the Special Tax.

I. PREPAYMENT OF SPECIAL TAX
The following definition applies to this Section I:
"Future Facilities Amount" means, as of the date of prepayment, all Authorized Facilities financed or anticipated by the City to be financed by CFD No. 2019-1, minus (i) the proceeds of any previously issued Bonds which were, at the time of issuance, available to the City for Authorized Facilities, (ii) the cost of Authorized Facilities or portions thereof previously paid for by Pay -As-You-Go Revenue, and (ii) cost of Authorized Facilities or portions thereof to be paid for by Pay-As-You-Go Revenue previously received and not yet spent. "Maximum Special Tax Percentage to be Prepaid" means the percentage of the Maximum Special Tax prepaid as determined by the CFD Administrator after application of the prepayment calculation set forth below. "Previously Issued Bonds" means all Bonds that have been issued by CFD No. 2019 -1 prior to the date of prepayment.

1. Prepayment in Part
The Special Tax obligation of an Assessor's Parcel of Developed Property, Final Map Property, Tentative Map Property, Undeveloped Property, or Taxable Contingent Property may be partially prepaid as described herein; provided that there are no delinquent installments of the Special Tax with respect to such Assesso r's Parcel at the time of partial prepayment. An owner of an Assessor's Parcel intending to partially prepay the Special Tax obligation shall provide the CFD Administrator with written notice of intent to partially prepay. Within 30 days of receipt of such written notice, the CFD Administrator shall notify such owner of the partial prepayment amount of such Assessor's Parcel. Partial prepayment must be made not less than 60 days prior to the next occurring date that notice of redemption of Bonds from the pr oceeds of such partial prepayment may be given to the Trustee pursuant to the Indenture. If a partial prepayment is made prior to the issuance of Bonds, the Redemption Premium, Defeasance Amount, and Reserve Fund Credit as calculated below, shall be zero. The CFD Administrator may charge a fee for providing this service.

The Special Tax Partial Prepayment Amount (defined below) shall be calculated as summarized below (capitalized terms as defined below):

Bond Redemption Amount
plus Redemption Premium
plus Defeasance Amount
plus Administrative Fees and Expenses
less Reserve Fund Credit
less Capitalized Interest Credit
Total: equals Special Tax Partial Prepayment Amount

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As of the proposed date of partial prepayment, the Special Tax Partial Prepayment Amount (defined below) shall be calculated by the CFD Administrator as follows:

Step Number:

1. Confirm that no Special Taxes delinquency apply to such Assessor’s Parcel, and if delinquencies are applicable compute all amounts due, including interest and penalties.

2. For Assessor’s Parcels of Developed Property, compute the Assigned Special Tax and Backup Special Tax. For Assessor’s Parcels of Final Map Property, Tentative Map Property, Undeveloped Property and Taxable Contingent Property to be prepaid, compute the Assigned Special Tax and Backup Special Tax for that Assessor’s Parcel as though it was already designated as Developed Property, based upon the building permits expected to be issued for that Assessor’s Parcel.

3. a. Divide the Assigned Special Tax computed pursuant to Step 2 by the total estimated Assigned Special Tax for CFD No. 2019-1 based on the Developed Property Special Tax which could be charged in the current Fiscal Year on all expected development through buildout of CFD No. 2019-1, excluding any Assessor’s Parcels which have prepaid the Special Tax obligation in full pursuant to Section I. b. Divide the Backup Special Tax computed pursuant to Step 2 by the total estimated Backup Special Tax for CFD No. 2019 -1 based on the Developed Property Spec ial Tax which could be charged in the current Fiscal Year on all expected development through buildout of CFD No. 2019-1, excluding any Assessor’s Parcels which have prepaid the Special Tax obligation in full pursuant to Section I. c. Determine which quoti ent computed pursuant to Step 3.a or 3.b is larger (the “Maximum Special Tax Percentage”).

4. Multiply the Maximum Special Tax Percentage by the Outstanding Bonds to compute the amount of Outstanding Bonds to be retired and prepaid (the “Bond Redemption Amount”).

5. Multiply the Bond Redemption Amount computed pursuant to Step 4 by the applicable redemption premium (e.g., the redemption price-100%), if any, on the Outstanding Bonds to be redeemed (the "Redemption Premium").

6. Compute the amount needed to pay interest on the Bond Redemption Amount from the first bond interest and/or principal payment date following the current Fiscal Year until the earliest redemption date for the Outstanding Bonds (the “Defeasance Amount”).

7. Multiply the Maximum Special Tax P ercentage by the Future Facilities Amount to compute the Future Facilities Share to be prepaid (the “Future Facilities Share”).

8. Verify the administrative fees and expenses, including the costs of computation of the partial prepayment, the costs to invest the prepayment proceeds, the costs of redeeming the Outstanding Bonds, and the costs of recording any notices to evidence the partial prepayment and the redemption (the “Administrative Fees and Expenses”).

9. If reserve funds for the Outstanding Bonds, if any, are at or above 100% of the reserve requirement (as defined in the Indenture) on the partial prepayment date, a reserve fund credit shall be calculated as a reduction in the applicable reserve requirement for the Outstanding Bonds to be redeemed pursuant to the partial prepayment (the " Reserve Fund Credit"). No Reserve Fund Credit shall be granted if reserve funds are below 100% of the reserve requirement on the partial prepayment date or the redemption date.
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10. The Special Tax partial prepayment is equal to the sum of the amounts computed pursuant to Steps 4, 5, 6, 7, and 8 less the amount computed pursuant to Step 9 (the "Partial Prepayment Amount").

11. From the Partial Prepayment Amount, the amounts computed pursuant to Steps 4, 5, 6, 7 and 10, shall be deposited into the appropriate fund as established under the Indenture and be used to retire Outstanding Bonds or make Debt Service payments. The amount computed pursuant to Step 8 shall be retained by the City for the payment of Administrative Fees and Expenses.

The Special Tax Partial Prepayment Amount may be sufficient to redeem other than a $5,000 increment of Outstanding Bonds. In such cases, the increment above $5,000 or integral multiple thereof will be retained in the appropriate fund established under the Indenture to be used with the next prepayment of Outstanding Bonds or to make Debt Service payments.

Current year Special Taxes that are not yet paid will remain outstanding and will be collected in the manner billed. With respect to any Assessor's Parcel that is prepaid, the CFD Administrator shall cause a suitable notice to be recorded in compliance with the Act, to indicate the partial prepayment of the Special Tax and the obligation of such Assessor's Parcel equal to the Maximum Special Tax at time of Partial Prepayment multiplied by the Maximum Special Tax Percentage to be Prepaid, shall continue to be levied on such Assessor’s Parcel pursuant to Section D until the Transition Year. Beginning in the Transition Year, the Special Tax applicable to any Assessor's Parcel that has partially prepaid shall be adjusted to an amount which is the same as other Taxable Property in CFD No. 2019-1 assigned a land use which is the same as that of the prepaid parcel.

Notwithstanding the foregoing, no Special Tax partial prepayment shall be allowed unless the amount of that may be levied on Taxable Property (after excluding 100 Acres of Non -Residential Property, Open Space Property, Property Owner Association Property, and Public Property. as set forth in Section E) both prior to and after the proposed partial prepayment is at least 1.1 times the maximum annual Debt Service on all Outstanding Bonds.

Notwithstanding the foregoing, no partial prepayment will be allowed unless the Maximum Special Tax that may be levied on Taxable Property both prior to and after the proposed partial prepayment is at least 1.1 times the maximum annual Debt Service on all Outstanding Bonds.

J. TERM
The Special Tax shall be levied and collected for a period not to exceed 70 years commencing with Fiscal Year 2020/21, except that the Special Taxes that were lawfully levied in the authorized period and that remain delinquent may be collected in subsequent years. No portion of the Special Tax shall be levied for Authorized Facilities beyond 35 years from the initial levy of the Special Tax.

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APPENDIX B

CERTAIN ECONOMIC AND DEMOGRAPHIC INFORMATION
The following information relating to the City of Lincoln (the “City”), the County of Placer, California (the “County”) and the State of California (the “State”) is supplied solely for purposes of information. Neither the City nor the County is obligated in any manner to pay principal of or interest on the Bonds or to cure any delinquency or default on the Bonds. The Bonds are payable solely from the sources described in the Official Statement.

General
The City of Lincoln is located approximately 9 miles north of Roseville and 24 miles northeast of Sacramento. The City incorporated on August 18, 1980 as a general law City. The City has slightly more than 51,000 residents and covers an area of over 20 square miles.

Population
The following table offers population figures for the City, the County and the State for 2021 through 2025.

Area 2021 2022 2023 2024 2025
City of Lincoln 50,267 51,237 52,286 54,167 54,520
County of Placer 407,282 409,924 410,319 420,436 421,446 State of California 39,369,530 39,179,680 39,228,444 39,420,663 39,529,101

Source: California State Department of Finance, Demographic Research Unit. 2010 Census Benchmark.

Building Activity
The following tables provide summaries of the building permit valuations and the number of new dwelling units authorized in the City and County from 2020 through 2024.

BUILDING PERMIT VALUATIONS
City of Lincoln
2020-2024
(Dollars in Thousands)
2020 2021 2022 2023 2024
Valuation ($000):

Residential $ 150,124 $ 301,933 $ 315,089 $ 376,223 $ 332,598 Non-residential 17,928 19,747 37,266 55,956 38,177 Total* $ 168,052 $ 321,680 $ 352,355 $ 432,179 $ 370,775 Residential Units:

Single family 503 969 997 938 733
Multiple family 0 0 0 179 218
Total 503 969 997 1,117 951

* Totals may not add to sums because of rounding.

Source: Construction Industry Research Board.
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BUILDING PERMIT VALUATIONS
County of Placer
2020-2024
(Dollars in Thousands)
2020 2021 2022 2023 2024
Residential $ 900,264 $ 1,334,297 $ 1,233,459 $ 1,294,390 $ 1,400,072 Non-residential 135,455 126,426 221,344 197,739 151,787 Total* $ 1,035,719 $ 1,460,723 $ 1,454,803 $ 1,492,129 $ 1,551,859 Residential Units:

Single family 2,552 4,176 3,701 2,937 3,030
Multiple family 540 66 351 629 593
Total 3,092 4,242 4,052 3,566 3,623

* Totals may not add to sums because of rounding.

Source: Construction Industry Research Board.

Employment
The following tables show the largest employers located in the City and County as of June 30, 2024.

LARGEST EMPLOYERS
City of Lincoln
(as of June 30, 2024)
Rank Name of Business Employees Type of Business

1. Thunder Valley Casino 2500 Casino

2. Sierra Pacific Lincoln 300 Power Plants

3. Horizon Charter School 200 Schools

4. Lowe’s Home Improvement 140 Home Centers

5. City of Lincoln 140 Government Offices

6. Lincoln Meadows Care Ctr 140 Rehabilitation Services

7. Lincoln High School 130 Schools

8. Safeway 120 Grocers-Retail

9. Home Depot 110 Home Centers

Source: City of Lincoln Annual Comprehensive Financial Report for the fiscal year ended June 30, 2024. 641

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LARGEST EMPLOYERS
County of Placer
(as of June 30, 2024)
Rank Name of Business Employees Type of Business

1. Sutter Health 6,672 Healthcare

2. Kaiser Permanente 6,094 Healthcare

3. County of Placer 2,853 Leisure/Hospitality

4. Thunder Valley Casino Resort 2,400 Government

5. Sierra Joint Community College District 1,900 Leisure/Hospitality

6. Roseville City School District 1,783 Education

7. City of Roseville 1,386 Government

8. Palisades Tahoe 1,321

9. Safeway 1,217 Grocery Store

10. Pacific Gas and Electric Co. 1,120

Source: County of Placer, Annual Comprehensive Financial Report for the fiscal year ended June 30, 2024.

Employment and Industry
Employment data by industry is not separately reported on an annual basis for the City but is compiled for the Sacramento-Roseville-Arden-Arcade Metropolitan Statistical Area (the “MSA”), which includes all of El Dorado, Placer, Sacramento and Yolo Counties. In addition to varied manufacturing employment, the MSA has large and growing commercial and service sector employment, as reflected in the table below. 642

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The following table represents the Annual Average Labor Force and Industry Employment for the period from 2019 through 2023.

SACRAMENTO-ROSEVILLE-ARDEN-ARCADE METROPOLITAN STATISTICAL AREA (THE “MSA”)

INDUSTRY EMPLOYMENT & LABOR FORCE - BY ANNUAL AVERAGE
2019 2020 2021 2022 2023
Civilian Labor Force 1,099,300 1,093,500 1,105,400 1,112,100 1,129,200 Civilian Employment 1,059,200 996,600 1,034,400 1,069,700 1,080,500 Civilian Unemployment 40,100 96,900 71,000 42,400 48,600 Civilian Unemployment Rate 3.7% 8.9% 6.4% 3.8% 4.3%

Total Farm 8,700 8,300 9,000 8,600 9,100
Total Nonfarm 1,022,500 971,400 1,013,000 1,056,800 1,073,900 Total Private 781,100 736,200 772,800 809,900 817,600
Goods Producing 106,700 106,800 113,200 118,200 115,700 Mining, Logging, and Construction 69,900 70,700 75,400 77,700 75,200 Mining and Logging 500 500 500 500 500
Construction 69,400 70,200 74,900 77,100 74,700
Manufacturing 36,800 36,100 37,700 40,600 40,500
Service Providing 915,800 864,700 899,800 938,500 958,200 Trade, Transportation and Utilities 161,300 155,900 165,000 169,500 169,200 Wholesale Trade 28,600 26,600 26,900 28,300 28,500
Retail Trade 100,500 95,100 100,600 100,300 99,000
Transportation, Warehousing and Utilities 32,200 34,300 37,500 40,800 41,600 Information 11,900 10,200 10,100 10,500 9,900
Financial Activities 52,500 51,700 51,800 51,800 49,000 Professional and Business Services 137,200 132,600 137,200 139,700 134,400 Educational and Health Services 166,600 164,000 168,800 175,600 188,700 Leisure and Hospitality 109,600 83,900 93,600 108,700 112,500 Other Services 35,400 31,000 33,300 36,100 38,300
Government 241,400 235,300 240,200 246,800 256,300
Total, All Industries 1,031,200 979,800 1,021,900 1,065,400 1,083,000

Note: Does not include proprietors, self-employed, unpaid volunteers or family workers, domestic workers in households and persons involved in labor -management trade disputes. Employment reported by place of work. Items may not add to total due to independent rounding. The “Total, All Industries” data is not directly comparable to the employment data found in this Appendix B.

Source: State of California, Employment Development Department, March 2023 Benchmark. 643

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The following table summarizes the labor force, employment and unemployment figures for the period from 2017 through 2021 for the City, the County, the State and the nation as a whole.

CITY OF LINCOLN,

COUNTY OF PLACER,

STATE OF CALIFORNIA AND UNITED STATES
Average Annual Civilian Labor Force, Employment and Unemployment Year and Area Labor Force Employment(1) Unemployment(2) Unemployment
Rate (%)(3)
2020
City of Lincoln 19,100 17,600 1,500 7.8%
County of Placer 186,700 172,600 14,000 7.5
State of California 18,821,200 16,913,100 1,908,100 10.1 United States 160,472,000 147,795,000 12,947,000 8.1

2021
City of Lincoln 19,200 18,200 1,100 5.5%
County of Placer 188,000 178,700 9,400 5.0
State of California 18,923,200 17,541,900 1,381,200 7.3 United States 161,204,000 152,581,000 8,621,000 5.3

2022
City of Lincoln 21,200 20,500 700 3.4%
County of Placer 195,200 189,100 6,100 3.1
State of California 19,218,300 18,393,900 824,400 4.3
United States 164,287,000 158,291,000 5,996,000 3.6

2023
City of Lincoln 22,300 21,500 900 3.9%
County of Placer 201,700 194,400 7,400 3.6
State of California 19,471,000 18,551,800 919,200 4.7
United States 167,116,000 161,037,000 6,080,000 3.6

2024
City of Lincoln N/A N/A N/A N/A
County of Placer 204,800 196,300 8,400 4.1
State of California 19,644,100 18,600,900 1,043,100 5.3 United States 168,106,000 161,346 6,761,000 4.0

Note: Data is not seasonally adjusted.
(1) Annual averages, unless otherwise specified.
(2) Includes persons involved in labor-management trade disputes. (3) The unemployment rate is computed from unrounded data; therefore, it may differ from rates computed from rounded figures in this table.

Source: U.S. Department of Labor – Bureau of Labor Statistics, California Employment Development Department. 2024 Benchmark.

Personal Income
Personal Income is the income that is received by all persons from all sources. It is calculated as the sum of wage and salary disbursements, supplements to wages and salaries, proprietors’ income with inventory valuation and capital consumption adjustments, rental income of persons with capital consumption adjustment, 644

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personal dividend income, personal interest income, and personal current transfer receipts, less contributions for government social insurance.

The personal income of an area is the income that is received by, or on behalf of, all the individuals who live in the area; therefore, the estimates of personal income are presented by the place of residence of the income recipients.

Total personal income in Placer County increased by 25% between 201 6 and 2020. The following tables summarize personal income for Placer County for 2019 through 2023.

PERSONAL INCOME
Placer County
2019-2023
(Dollars in Thousands)
Year Placer County
Annual
Percent Change
2019 27,150 N/A
2020 29,728 9.4%
2021 32,806 10.3
2022 33,467 2.0
2023 36,114 7.9

Source: U.S. Department of Commerce, Bureau of Economic Analysis.

The following table summarizes per capita personal income for Placer County, California and the United States for 2019-2023. This measure of income is calculated as the personal income of the residents of the area divided by the resident population of the area.

PER CAPITA PERSONAL INCOME
Placer County, State of California and the United States 2019-2023
Year Placer County California United States
2019 $67,667 $64,219 $55,567
2020 73,235 70,098 59,123
2021 79,424 76,882 64,460
2022 80,052 76,941 66,244
2023 85,265 81,255 69,810

Source: U.S. Department of Commerce, Bureau of Economic Analysis.

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APPENDIX C

FORM OF OPINION OF BOND COUNSEL
Upon issuance of the 2025 Bonds, Stradling Yocca Carlson & Rauth LLP, Bond Counsel, proposes to render its final approving opinion in substantially the following form:
[Closing Date]
City of Lincoln
Community Facilities District No. 2019-1 (Independence at Lincoln) Lincoln, California
Re: $________ City of Lincoln Community Facilities District No. 2019-1 (Independence at Lincoln) Special Tax Bonds, Series 2025
Ladies and Gentlemen:

We have examined the Constitution and the laws of the State of California, a certified record of the proceedings of the City of Lincoln (the “City”) taken in connection with the formation of City of Lincoln Community Facilities District No. 2019-1 (Independence at Lincoln) (the “District”) and the authorization and issuance of the District’s Special Tax Bonds, Series 2025 in the aggregate principal amount of $________ (the “Bonds”) and such other information and documents as we consider necessary to render this opinion. In rendering this opinion, we have relied upon certain representations of fact and certifications made by the District, the City, the initial purchasers of the Bonds and others. We have not undertaken to verify through independent investigation the accuracy of the representations and certifications relied upon by us.

The Bonds have been issued pursuant to the Mello-Roos Community Facilities Act of 1982, as amended (comprising Chapter 2.5 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California), a resolution adopted by the City Council of the City, acting in its capacity as the legislative body of the District (the “City Council”) on October 28, 2025 (the “Resolution”), and a Bond Indenture (the “Indenture”) dated as of December 1, 2022, by and between the District and U.S. Bank Trust Company, National Association , as trustee (the “Trustee”). All capitalized terms not defined herein shall have the meaning set forth in the Indenture.

Based upon our examination of the foregoing, and in reliance thereon and on all matters of fact as we deem relevant under the circumstances, and upon consideration of applicable laws, we are of the opinion that:
(1) The Bonds have been duly and validly authorized by the District and are legal, valid and binding limited obligations of the District, enforceable in accordance with their terms and the terms of the Indenture.

The Bonds are limited obligations of the District but are not a debt of the City, the State of Ca lifornia or any other political subdivision thereof within the meaning of any constitutional or statutory limitation, and, except for the Net Taxes, neither the faith and credit nor the taxing power of the City, the State of California, or any of its political subdivisions is pledged for the payment thereof. (2) The Indenture has been duly executed and delivered by the District. The Indenture creates a valid pledge of, and the Bonds are secured by, the Net Taxes and the amounts on deposit in certain funds and accounts established under the Indenture, as and to the extent provided in the Indenture. The Indenture is enforceable in accordance with its terms; provided, however, we express no opinion as to the enforceability of the covenant of the District contained in the Indenture to levy Special Taxes for the payment of Administrative Expenses or as to indemnification, penalty, contribution, choice of law, choice of forum or waiver provisions contained therein.
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(3) Under existing statutes, regulations, rulings and judicial decisions, interest (and original issue discount) on the Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of calculating the federal alternative minimum tax imposed o n individuals; however, with respect to applicable corporations as defined in Section 59(k) of the Internal Revenue Code of 1986, as amended (the “Code”), interest (and original issue discount) with respect to the Bonds might be taken into account in determining adjusted financial statement income for purposes of computing the alternative minimum tax imposed on such corporations.
(4) Interest on the Bonds is exempt from State of California personal income tax. (5) The difference between the issue price of a Bond (the first price at which a substantial amount of the Bonds of a maturity are to be sold to the public) and the stated redemption price at maturity with respect to such Bond constitutes original issue discount. Original issue discount accrues under a constant yield method, and original issue discount will accrue to an Owner before receipt of cash attributable to such excludable income.

The amount of original issue discount deemed received by a n Owner will increase the Owner’s basis in the applicable Bond.
(6) The amount by which an Owner’s original basis for determining loss on sale or exchange in the applicable Bond (generally the purchase price) exceeds the amount payable on maturity (or on an earlier call date) constitutes amortizable Bond premium which must be amortized under Section 171 of the Code; such amortizable Bond premium reduces the Bond Owner’s basis in the applicable Bond (and the amount of tax - exempt interest received), and is not deductible for federal income tax purposes. The basis reduction as a result of the amortization of Bond premium may result in a n Owner realizing a taxable gain when a Bond is sold by the Owner for an amount equal to or less (under certain circumstances) than the original cost of the Bond to the Owner.

The opinions expressed in paragraphs (3) and (5) above as to the exclusion from gross income for federal income tax purposes of interest (and original issue discount) on the Bonds is subject to the condition that the District and the City comply with all requirements of the Code, that must be satisfied subsequent to the issuance of the Bonds to assure that such interest (and original issue discount) will not become includable in gross income for federal income tax purposes. Failure to comply with such requirement s of the Code might cause interest (and original issue discount) on the Bonds to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds. The District and the City have covenanted to comply with all such requirements. Except as set forth in paragraphs (3), (4), (5) and (6) above, we express no opinion as to any tax consequences related to the Bonds.

Certain agreements, requirements and procedures contained or referred to in the Indenture, the Tax Certificate executed by the District and the City and other documents related to the Bonds may be changed and certain actions may be taken or omitted, under the circumstances and subject to the terms and conditions set forth in such documents. We express no opinion as to the effect on the exclusion from gross income for federal income tax purposes of interest (and original issue discount) on any Bond if any such change occurs or action is taken or omitted upon advice or approval of bond counsel other than Stradling Yocca Carlson & Rauth LLP.

Our opinion is limited to matters governed by the laws of the State of California and federal law. We assume no responsibility with respect to the applicability or the effect of the laws of any other jurisdiction. We call attention to the fact that the rights and obligations under the Bonds, the Indenture and the Tax Certificate may be limited by bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors’ rights, by the application of equitable principles and the exercise of judicial discretion in appropriate cases and by the limitations on legal remedies against public agencies in the State of California.
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We express no opinion herein as to the accuracy, completeness or sufficiency of the Official Statement or other offering material relating to the Bonds and expressly disclaim any duty to advise the Owners of the Bonds with respect to matters contained in the Official Statement or other offering material.

The opinions expressed herein are based upon an analysis of existing statutes, regulations, rulings and judicial decisions and cover certain matters not directly addressed by such authorities. Such opinions may be affected by actions taken (or not taken) or events occurring (or not occurring) after the date hereof. We have not undertaken to determine, or to inform any person, whether such actions or events are taken (or not taken) or do occur (or do not occur).

Respectfully submitted,

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APPENDIX D

APPRAISAL REPORT

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APPENDIX E

SUMMARY OF THE INDENTURE

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APPENDIX F

FORM OF DISTRICT CONTINUING DISCLOSURE CERTIFICATE
THIS CONTINUING DISCLOSURE CERTIFICATE (this “Disclosure Certificate”) dated as of November 1, 2025 is executed and delivered by City of Lincoln Community Facilities District No. 2019 -1 (Independence at Lincoln) (the “District”) in connection with the issuance and delivery by the District of its $_______ Special Tax Bonds, Series 2025 (the “Bonds”). The Bonds are being issued pursuant to a Resolution of Issuance adopted on October 28, 2025, by the City Council of the City of Lincoln, acting as the legislative body of the District, and the Bond Indenture, dated as of December 1, 2025, as supplemented by that certain First Supplement to Bond Indenture, dated as of November 1, 2025 (collectively, the “Indenture”), each by and between the District and U.S. Bank Trust Company, National Association, as trustee. The District covenants as follows:

Section 1. Purpose of the Disclosure Certificate . This Disclosure Certificate is being e xecuted and delivered by the District for the benefit of the Owners and Beneficial Owners of the Bonds and in order to assist the Participating Underwriter in complying with the Rule.

Section 2. Definitions. In addition to the definitions set forth in the Indenture and the Rate and Method of Apportionment, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section, the following capitalized terms shall have the following meanings:
“Annual Report” shall mean any Annual Report provided by the District pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate.
“Beneficial Owner” shall mean any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income purposes.
“City” shall mean the City of Lincoln, County of Placer, California. “Disclosure Representative” shall mean the Finance Director of the City, or his or her designee, or such other officer or employee as the District shall designate in writing to the Dissemination Agent from time to time. “Dissemination Agent” shall mean, initially, NBS, or any successor Dissemination Agent designated in writing by the District and which has filed with the then current Dissemination Agent a written acceptance of such designation.
“District” shall mean City of Lincoln Communi ty Facilities District No. 2019 -1 (Independence at Lincoln).
“EMMA” shall mean the Electronic Municipal Market Access System of the Municipal Securities Rulemaking Board, which can be found at www.emma.msrb.org, or any other repository of disclosure information that may be designated by the Securities and Exchange Commission in the future system of the MSRB.
“Financial Obligation” means a (i) debt obligation; (ii) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (iii) guarantee of (i) or (ii). The term Financial Obligation shall not include municipal securities as to which a final official statement has been provided to the MSRB consistent with the Rule. 651

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“Listed Events” shall mean any of the events listed in Section 5 of this Disclosure Certificate. “MSRB” shall mean the Municipal Securities Rulemaking Board or any other entity designated or authorized by the Securities and Exchange Commission to receive reports pursuant to the Rule. Until otherwise designated by the MSRB or the Securities and Exchange Commission, filings with the MSRB are to be made through the Electronic Municipal Market Access (EMMA) website of the MSRB, currently located at http://emma.msrb.org.
“Official Statement” shall mean that certain Official Statement for the Bonds dated _______, 2025. “Owners” shall mean the registered owners of the Bonds as set forth in the registration books maintained by the Trustee.
“Participating Underwriter” shall mean Piper Sandler & Co. “Rate and Method of Apportionment” shall mean that certain First Amended and Restated Rate and Method of Apportionment for the District approved pursuant to the Resolution of Formation. “Resolution of Formation” shall mean the resolutions adopted by the City Council pursuant to which the City Council formed the District and undertook certain change proceedings with respect thereto. “Rule” shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. “State” shall mean the State of California.
“Trustee” shall mean U.S. Bank Trust Company, National Association or such other entity appointed by the District pursuant to the Indenture to act as the trustee under the Indenture.

Section 3. Provision of Annual Reports.
(a) Not later than March 31 of each year commencing March 31, 2026, the District shall, or shall cause the Dissemination Agent to provide to EMMA an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate. If the Dissemination Agent is other than the District, then not later than 15 business days prior to the date referred to in the prior sentence hereof, the Distri ct shall provide the Annual Report (in a form suitable for filing with EMMA) to the Dissemination Agent. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may include by reference other information as provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the District, if any exist, may be submitted separately from and later than the balance of the Annual Report if they are not available by the date required above for the filing of the Annual Report. (b) In the event that the Dissemination Agent is an entity other than the District, then the provisions of this Section 3(b) shall apply. Not later than fifteen (15) Business Days prior to the date specified in subsection (a) for providing the Annual Report, the District shall provide the Annual Report to the Dissemination Agent. If by fifteen (15) Business Days prior to the due date for an Annual Report the Dissemination Agent has not received a copy o f the Annual Report, the Dissemination Agent shall contact the District to determine if the District will be filing the Annual Report in compliance with subsection (a). The District shall provide a written certification with each Annual Report furnished to the Dissemination Agent to the effect that such Annual Report constitutes the Annual Report required to be furnished by it hereunder. The Dissemination Agent may conclusively rely upon such certification of the District and shall have no duty or obligat ion to review such Annual Report.
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(c) If the Dissemination Agent is other than the District and if the Dissemination Agent is unable to verify that an Annual Report has been provided to EMMA by the date required in subsection (a), the Dissemination Agent shall send, in a timely manner, a notice to EMMA of the failure to file the Annual Report in the form required by EMMA. If the District acts as its own Dissemination Agent, it shall file a notice with EMMA no later than the date specified in subsection (a) for filing an Annual Report if the District fails to file the Annual Report by that date.
(d) If the Dissemination Agent is other than the District, the Dissemination Agent shall:
(i) determine each year prior to the date for providing the Annual Report t he name and address of the repository if other than the MSRB through EMMA; and (ii) promptly after receipt of the Annual Report, file a report with the District certifying that the Annual Report has been provided to EMMA and the date it was provided. (e) Notwithstanding any other provision of this Disclosure Certificate, all filings shall be made in accordance with the MSRB’s EMMA system or in another manner approved under the Rule.

Section 4. Content of Annual Reports. The District’s Annual Report shall contain or include by reference the following:
(a) Financial Statements. The audited financial statements of the District for the prior fiscal year, if any have been prepared and which, if prepared, shall be prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board. If the District’s audited financial statements, if any are prepared, are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available.
(b) Financial and Operating Data. The Annual Report shall contain or incorporate by reference the following information:
(i) the principal amount of the Bonds outstanding as of the September 2 preceding the filing of the Annual Report;
(ii) the balance in each fund under the Indenture as of the September 2 preceding the filing of the Annual Report;
(iii) the aggregate assessed valuation of the Taxable Property within the District; (iv) any changes to the Rate and Method of Apportionment of Special Tax for the District approved or submitted to the qualified electors for approval prior to the filing of the Annual Report; (v) a table setting forth the annual Special Tax delinquency rate within the District at June 30 of each fiscal year for which a delinquency exists, listing for e ach fiscal year, the total Special Tax levy, the amount delinquent and the percent delinquent; (vi) an update of the value-to-lien of the property within the District based on the assessed value and the Special Tax levy for the then current fiscal year, which update may be provided in a form similar to Table 2 in the Official Statement; provided that such update need not include overlapping special tax, assessment or general obligation indebtedness; and 653

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(vii) the status of any foreclosure actions being pu rsued by the District with respect to delinquent Special Taxes within the District.
(c) Any or all of the items listed in (a) or (b) above may be included by specific reference to other documents, including official statements of debt issues of the District or related public entities, which have been submitted to EMMA or the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available from the MSRB through EMMA. The District shall clearly identify each such other document so included by reference.

Section 5. Reporting of Significant Events.
(a) Pursuant to the provisions of this Section 5, the District shall give, or cause the Dissemination Agent to give, notice to EMMA in a timely manner not in excess of ten (10) business days after the occurrence of any of the following events with respect to the Bonds:

1. principal and interest payment delinquencies;

2. unscheduled draws on debt service reserves reflecting financial difficulties;

3. unscheduled draws on credit enhancements reflecting financial difficulties;

4. substitution of credit or liquidity providers, or their failure to perform;

5. adverse tax opinions or the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701 -TEB) or other material notices or determinations with respect to the tax status of the Bonds;

6. defeasances;

7. tender offers;

8. ratings changes; and

9. bankruptcy, insolvency, receivership or similar proceedings.

Note: for the purposes of the event identified in subparagraph (9), the event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an obligated person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the obligated person, or if such jurisdiction has been assumed by leaving the existing governmental body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangeme nt or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the obligated person.

10. default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the obligated person, any of which reflect financial difficulties.
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(b) Additionally, the District shall give or cause the Dissemination Agent to give notice to EMMA in a timely manner not in excess of ten (10) business days after the occurrence of any of the following events with respect to the Bonds, if material:

1. mergers, consolidations, acquisitions, the sale of all or substantially all of the assets of the obligated persons or their termination;

2. appointment of a successor or additional fiscal agent or the change of the name of a fiscal agent;

3. nonpayment related defaults;

4. modifications to the rights of Bondholders;

5. bond calls;

6. release, substitution or sale of property securing repayment of the Bonds; and

7. incurrence of a Financial Obligation of the obligated person, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the obligated person, any of which affect security holders. (c) In the event that the District’s fiscal year changes, the District shall report or shall instruct the Dissemination Agent to report such change in the same manner and to the same parties as Listed Events would be reported pursuant to this Section.

(d) The District hereby agrees that the undertaking set forth in this Disclosure Certificate is the responsibility of the District, and the Dissemination Agent, if other than the District, shall not be responsible for determining whether the District’s instructions to the Dissemination Agent under this Section comply with the requirements of the Rule.

Section 6. Termination of Reporting Obligation . The obligations of the District and the Dissemination Agent under this Disclosure Certific ate shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the District shall give notice of such termination in the same manner as for a Listed Event under Section

5. Section 7. Dissemination Agent . The District may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Disseminatio n Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent, if other than the District, shall not be responsible in any manner for the content of any notice or report prepared by the District pursuant to this Disclosure Certificate. The initial Dissemination Agent shall be NBS. The Dissemination Agent may resign by providing (i) thirty (30) days written notice to the District and the Trustee and (ii) upon appointment of a new Dissemination Agent hereunder.

Section 8. Amendment; Waiver.

(a) This Disclosure Certificate may be amended, by written agreement of the parties, without the consent of the Owners, and any provision of this Disclosure Certificate may be waived, if all of the following conditions are satisfied: (1) such amendment or waiver is made in connection with a change in circumstances that arises from a change in legal (including regulatory) requirements, a change in law, or a change in the identity, nature or status of the District or the type of business conducted thereby, (2) the undertakings in this Disclosure Certificate as so amended or waived would, in the opinion of a nationally recognized bond counsel, have 655

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complied with the requirements of the Rule as of the date of this Disclosure Certificate, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances, and (3) the amendment or waiver either (i) is approved by the Owners of the Bonds in the same manner as provided in the Indenture for amendments to the Indenture with the consent of Owners or (ii) does not, in the determination of the District, materially impair the interests of the Owners or Beneficial Owners of the Bonds.

(b) To the extent any amendment to this Disclosure Certificate results in a ch ange in the type of financial information or operating data provided pursuant to this Disclosure Certificate, the first Annual Report provided thereafter shall include a narrative explanation of the reasons for the amendment and the impact of the change in the type of operating data or financial information being provided.

(c) If an amendment is made to the basis on which financial statements are prepared, the Annual Report for the year in which the change is made shall present a comparison between the financial statements or information prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. Such comparison shall include a quantitative and, to the extent reasonably feasible, qualitative d iscussion of the differences in the accounting principles and the impact of the change in the accounting principles on the presentation of the financial information.

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

Section 10. Default. In the event of a failure of the District or the Dissemination Agent to comply with any provision of this Disclosure Certificate, any Owner or Beneficial Owner of the Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the District and/or the Dissemination Agent to comply with their respective obligations under this Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed an Event of Default under the Indenture, and the sole remedy under this Disclosure Certificate in the event of any failure of the District or the Dissemination Agent to comply with this Disclosure Certificate shall be an action to compel performance.

Section 11. Duties, Immunities and Liabilities of Dissemination Agent. Where an entity other than the District is acting as the Dissemination Agent, the Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the District agrees to ind emnify and save the Dissemination Agent and its officers, directors, employees and agents, harmless against any loss, expense and liabilities which they may incur arising out of or in the exercise or performance of their powers and duties hereunder, includ ing the costs and expenses (including attorneys’ fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent’s negligence or willful misconduct. Any Dissemination Agent shall be paid (i) compensation by the District for its services provided hereunder in accordance with a schedule of fees to be mutually agreed to; and (ii) all expenses, legal fees and advances made or incurred by the Dissemination Agent in the performance of its duties hereunder. The Dissemi nation Agent shall have no duty or obligation to review any information provided to it by the District pursuant to this Disclosure Certificate. The obligations of the District under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds. No person shall have any right to commence any action against the Dissemination Agent seeking any remedy other than to compel specific performance of this Disclosure Certificate. The Dissemination Agent shall not be liable u nder any circumstances for monetary damages to any person for any breach under this Disclosure Certificate. 656

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Section 12. Notices. Any notices or communications to or among any of the parties to this Disclosure Certificate may be given as follows:

District: Community Facilities District No. 2019-1 (Independence at Lincoln) of the City of Lincoln
City of Lincoln
600 6th Street
Lincoln, CA 95648
Attn: Finance Director
Underwriter: Piper Sandler & Co.
3626 Fair Oaks Boulevard, Suite 100
Sacramento, CA 95864
Attn: Public Finance Department

Any person may, by written notice to the other persons listed above, designate a different address or telephone number(s) to which subsequent notice or communications should be sent.

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

Section 14. Merger. Any person succeeding to all or substantially all of the Dissemination Agent’s business shall be the successor Dissemination Agent without the filing of any paper or any further act.

This Disclosure Certificate is executed as of the date and year first set forth above.

CITY OF LINCOLN COMMUNITY FACILITIES
DISTRICT NO. 2019-1 (INDEPENDENCE AT LINCOLN)
By:

Finance Director
Disclosure Representative

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APPENDIX G

FORM OF BUILDER CONTINUING DISCLOSURE CERTIFICATE
This Builder Continuing Disclosure Certificate (this “Disclosure Certificate”), dated as of _____, 2025, is executed by Tri Pointe Homes Holdings, Inc., a Delaware corporation (the “Builder”), in connection with the issuance of City of Lincoln Community Facilities District No. 2019-1 (Independence at Lincoln) Special Tax Bonds, Series 2025 (the “Bonds”). The Bonds are being issued pursuant to a Resolution of Issuance adopted on October 28, 2025, by the City Council of the City of Lincoln, acting as the legislative body of the District, and the Bond Indenture, dated as of December 1, 2022, as supplemented by the First Supplement to Bond Indenture, dated as of November 1, 2025 (collectively , the “Indenture”), each by and between City of Lincoln Community Facilities District No. 2019-1 (Independence at Lincoln) (the “District”) and U.S. Bank Trust Company National Association, as trustee (the “Trustee”). The Builder covenants and agrees as follows:

Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the Builder for the benefit of the Participating Underwriter (as defined below) and the holders and Beneficial Owners of the Bonds.

Section 2. Definitions. In addition to the definitions set forth above and in the Indenture, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Disclosure Certificate, the following capitalized terms shall have the following meanings:
“Assumption Agreement” means an undertaking of a Major Owner or a Relevant Entity thereof, for the benefit of the holders and Beneficial Owners of the Bonds, containing terms substantially similar to this Disclosure Certificate (as modified for such Major Owner’s development and financing plans with respect to the property of the Major Owner within the District ), whereby such Major Owner or Relevant Entity agrees to provide semi -annual reports and notices of sig nificant events, setting forth the information described in Sections 4 and 5 hereof, respectively, with respect to the portion of the property in the District owned by such Major Owner and its Relevant Entities.
“Beneficial Owner” shall mean any Person, which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including Persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes.
“Builder Information” means the information in the Official Statement regarding the Builder and the development of the property it owns in the District under the caption “PROPERTY OWNERSHIP AND THE DEVELOPMENT—Tri Pointe Development.”
“City” means the City of Lincoln, California.
“Dissemination Agent” means the Builder, or any successor Dissemination Agent designated in writing by the Builder, with the written consent of the District, and which has filed with the Builder, the District and the Participating Underwriter a written acceptance of such designation, and which is experienced in providing dissemination agent services such as those required under this Disclosure Certificate. “EMMA System” shall mean the Electronic Municipal Market Access System of the MSRB or such other electronic system designated by the MSRB (as defined below) or the Securities and Exchange Commission. “Listed Events” means any of the events listed in Section 5(a) of this Disclosure Certificate. 658

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“Major Owner” means, as of any date of determination, an owner (including all Relevant Entities of such owner) of taxable parcels in the District that is responsible in the aggregate for 20% or more of the Special Taxes in the District levied or anticipated to be levied during the then-current fiscal year. “MSRB” means the Municipal Securities Rulemaking Board. “Official Statement” means the final official statement, dated _____, 2025, executed by the District in connection with the issuance of the Bonds.
“Participating Underwriter” means Piper Sandler & Co., the original underwriter of the Bonds. “Person” means an individual, a corporation, a partnership, a limited liability company, an association, a joint stock company, a trust, any unincorporated organization or a government or political subdivision thereof. “Property” means (i) the property owned by the Builder or a Relevant Entity in the District and subject to the Special Taxes as of the date of determination, and (ii) the proper ty in the District that the Builder or Relevant Entity sold to a Major Owner who has not assumed the undertakings of this Disclosure Certificate under Section 7(b) that is owned by such Major Owner as of the date of determination. “Relevant Entity” means, with respect to the Builder, any other Person (i) directly, or indirectly through one or more intermediaries, is controlling, controlled by or under common control with such Person, and (ii) for whom information, including financial information or operatin g data, concerning such Person referenced in clause (i) is material to an evaluation of the District and the Bonds (i.e., information relevant to (a) the Builder’s development plans with respect to its Property and the payment of its Special Taxes on the Property, or (b) such Person’s assets or funds that would materially affect the Builder’s ability to develop its Property as described in this Official Statement or to pay its Special Taxes on the Property). For purposes hereof, the term “ control” (including the terms “ controlling,” “ controlled by” or “ under common control with ”) means the present possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. “Report Date” means (a) February 1 of each year, and (b) August 1 of each year. “Semi-Annual Report” means any Semi-Annual Report provided by the Builder pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. “Special Taxes” means the special taxes levied on the Property within the District. “State” shall mean the State of California.

Section 3. Provision of Semi-Annual Reports.
(a) Until the obligations under this Disclosure Certificate are terminated pursuant to Section 7, the Builder shall, or, upon written direction of the Builder, the Dissemination Agent shall, not later than the Report Date, commencing February 1, 2026, provide to the MSRB through the EMMA System, in an electronic format and accompanied by identifying information as prescribed by the MSRB, a Semi-Annual Report that is consistent with the requirements of Section 4 of this Disclosure Certificate with a copy to the Participating Underwriter and the District. If, in any year, February 1 or August 1 falls on a Saturday, Sunday or a holiday, such deadline shall be extended to the next following day that is not a Saturday, Sunday, or holiday. If the Builder utilizes the Dissemination Agent to file the Semi -Annual Report, then not later than 15 calendar days prior to the Report Date, the Builder shall provide the Semi -Annual Report to the Dissemination Agent (if different from the Builder), and shall provide a written ce rtification with (or included as a part of) each Semi -Annual Report furnished to the Dissemination Agent, the Participating Underwriter, and the District to the effect that such Semi- Annual Report constitutes the Semi -Annual Report required to be furnished by it under this Disclosure 659

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Certificate. The Dissemination Agent, the Participating Underwriter and the District may conclusively rely upon such certification of the Builder and shall have no duty or obligation to review the Semi -Annual Report. The Semi-Annual Report may be submitted as a single document or as separate documents comprising a package and may incorporate by reference other information as provided in Section 4 of this Disclosure Certificate. (b) If the Dissemination Agent (if different from the Builder) does not receive a Semi -Annual Report from the Builder and cannot verify that a Semi-Annual Report has been filed with the MSRB through the EMMA System by 15 calendar days prior to the Report Date, the Dissemination Agent shall send a reminde r notice to the Builder that the Semi-Annual Report has not been provided as required under Section 3(a) above.

The reminder notice shall instruct the Builder to determine whether its obligations under this Disclosure Certificate have terminated (pursuant to Section 7 below) and, if so, to provide the Dissemination Agent with a notice of such termination in the same manner as for a Listed Event (pursuant to Section 5 below). If the Builder does not provide, or cause the Dissemination Agent to provide, a Semi-Annual Report to the MSRB through the EMMA System by the Report Date as required in subsection (a) above, the Dissemination Agent shall, in a timely manner, provide to the MSRB through the EMMA System, in an electronic format as prescribed by the MSRB, a notice in substantially the form attached as Exhibit A, with a copy to the Participating Underwriter and the District.
(c) The Dissemination Agent shall:
(i) determine prior to each Report Date the then -applicable rules and electronic format prescribed by the MSRB for the filing of continuing disclosure reports; and (ii) to the extent the Semi -Annual Report has been furnished to it, file a report with the Builder (if the Dissemination Agent is other than the Builder), the Participating Underwriter and th e District certifying that the Semi -Annual Report has been provided to the MSRB through the EMMA System pursuant to this Disclosure Certificate, and stating the date it was provided.

Section 4. Content of Semi-Annual Reports. Each Semi-Annual Report shall contain or incorporate by reference the information set forth in Exhibit B, any or all of which may be included by specific reference to other documents, including official statements of debt issues of the Builder or public entities, which are available to the public on the EMMA System or filed with the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available from the MSRB. The Builder shall clearly identify each such other document so included by reference.

In addition to any of the information expressly required to be provided in Exhibit B, each Semi-Annual Report shall include such further information, if any, as may be necessary to make the specifically required statements, in the light of the circumstances under which they are made, not misleading.

Section 5. Reporting of Significant Events.
(a) Until the obligations under this Disclosure Certificate are terminated pursuant to Section 7, the Builder shall give, or cause to be given , notice of the occurrence of any of the following Listed Events with respect to itself or the Property, if material:
(i) bankruptcy or insolvency proceedings commenced by or against the Builder and, if known, any bankruptcy or insolvency proceedings commenced by or against any Relevant Entity of the Builder that owns property subject to the Special Taxes that in the reasonable judgment of the Builder could have a material adverse impact on the Builder’s ability to pay its Special Taxes prior to delinquency or to sell or develop the Property as described in the Official Statement or most recent Semi -Annual Report;
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(ii) failure to pay any taxes, special taxes (including the Special Taxes) or assessments prior to delinquency with respect to the Property prior to the delinquency date, to the extent such failure is not promptly cured by the Builder or a Relevant Entity upon discovery thereof; (iii) filing of a lawsuit against the Builder or if known, a Relevant Entity of the Builder, seeking damages which, if successful could have, or a final judgment in a lawsuit against the Builder or if known, a Relevant Entity which has, a material and adverse impact on the Builder’s (or a Relevant Entity’s, if the Relevant Entity owns property within the District) ability to pay Special Taxes prior to delinquency or to sell or develop the Property as described in the Official Statement or most recent Semi- Annual Report;
(iv) any conveyance by the Builder or a Relevant Entity of any of the Property to an entity that is not a Relevant Entity of the Builder, the result of which conveyance is to cause the transferee to become a Major Owner and the related assumption of any obligation by a Major Owner pursuant to Section 7;
(v) material damage to or destruction of any of the improvements on the Property; and (vi) any payment default or other material default by the Builder that continues to exist beyond any applicable notice and cure periods on any loan or line of credit with respect to the construction of improvements on the Property that would have a material adverse effect on the Builder’s most recently disclosed development plan or financing with respect to the Property, or the ability of the Builder or any Relevant Entity to pay its Special Taxes prior to delinquency. (b) If a Listed Event occurs, the Builder shall in a timely manner not in excess of 10 business days after obtaining knowledge of the Listed Event determine if such event would be material under applicable Federal securities law.
(c) If the Builder determines that knowledge of the occurrence of a Listed Event would be material under applicable Federal securities law, the Builder shall, or shall cause the Dissemination Agent to, file in a timely manner not in excess of 10 business days after obtaining knowledge of the Listed Event of the occurrence of such Listed Event, a notice of such occurrence with the MSRB, in an electronic format as prescribed by the MSRB, with a copy to the Participating Underwriter and the District.

Section 6. Identifying Information for Filings with the MSRB; Format for Filings with the MSRB. All documents provided to the MSRB under this Disclosure Certificate shall be accompanied by identifying information as prescribed by the MSRB. Any report or filing with the MSRB pursuant to this Disclos ure Certificate must be submitted in electronic format, accompanied by such identifying information as is prescribed by the MSRB.

Section 7. Duration of Reporting Obligation.
(a) All of the Builder’s obligations hereunder shall commence on the date hereof and shall terminate (except as provided in Section 12) on the earliest to occur of the following:
(i) upon the legal defeasance, prior redemption or payment in full of all the Bonds, (ii) the date on which all of the Special Taxes attributable to the Property have been paid or prepaid in full;
(iii) at such time as (A) the Property is no longer owned by a Major Owner and (B) the Builder no longer has any obligations under this Disclosure Certificate with respect to any Major Owner 661

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as a result of such obligations having been assumed under one or more Assumption Agreements entered into pursuant to Section 7(b) below; or
(iv) the date on which the Builder and all Relevant Entities of the Build er, collectively, own 56 or fewer residential lots in the District subject to the Special Tax.

The Builder shall give notice of the termination of its obligations under this Disclosure Certificate in the same manner as for a Listed Event under Section 5.
(b) If a portion of the Property is conveyed to a Person that, upon such conveyance, will be a Major Owner, the obligations of the Builder hereunder with respect to the Property conveyed to such Major Owner may be assumed by such Major Owner or by a Relevan t Entity thereof, and if so assumed the Builder’s obligations hereunder with respect to that portion of the Property conveyed will be terminated. In order to effect such an assumption, such Major Owner or a Relevant Entity shall enter into an Assumption Agreement in form and substance equivalent to this Disclosure Certificate or as otherwise satisfactory to the City and Participating Underwriter. However, a Major Owner shall not be required to enter into an Assumption Agreement if such Major Owner is alre ady a party to a continuing disclosure certificate in form and substance similar to this Disclosure Certificate with respect to the Bonds, and under which the property conveyed to such Major Owner will become subject to future Semi -Annual Reports. If not so assumed, the Builder shall use commercially reasonable efforts to report the information, as applicable to the transferee, required herein so long as the transferee is a Major Owner.

Section 8. Dissemination Agent. The Builder may, from time to time, with the written consent of the District, appoint or engage a Dissemination Agent to assist the Builder in carrying out its obligations under this Disclosure Certificate and may discharge any such Dissemination Agent, without cause, with the written consent of the District, with or without appointing a successor Dissemination Agent. The initial Dissemination Agent shall be the Builder.

The Dissemination Agent may resign by providing thirty days’ written notice to the District, the Builder, and the Particip ating Underwriter. The Dissemination Agent shall not be responsible for the content of any report or notice prepared by the Builder. The Dissemination Agent shall have no duty to prepare any information report nor shall the Dissemination Agent be responsible for filing any report not provided to it by the Builder in a timely manner and in a form suitable for filing.

Section 9. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the Builder may amend this Disclosure Cer tificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied ( provided, however, that the Dissemination Agent shall not be obligated under any such amendment that modifies or increases its d uties or obligations hereunder without its written consent thereto):
(a) if the amendment or waiver relates to the provisions of sections 3(a), 4 or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, or a change in law; and
(b) the proposed amendment or waiver either (i) is approved by holders of the Bonds in the same manner as provided in the Indenture for amendments to the Indenture with the consent of holders, or (ii) does not, in the o pinion of nationally recognized bond counsel, materially impair the interests of the holders or Beneficial Owners of the Bonds.

Section 10. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the Builder from dissemi nating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Semi - Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure 662

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Certificate. If the Builder chooses to include any information in any Semi-Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the Builder shall have no obligation under this Disclosure Certificate to update such information or include it in any future Semi- Annual Report or notice of occurrence of a Listed Event.

Section 11. Default. In the event of a failure of the Builder to comply with any provision of this Disclosure Certificate, the District and the Participating Underwriter and any holder or Beneficial Owner of the Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Builder or Dissemination Agent, as the case may be, to comply with its obligations under this Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed an event of default under the Indenture, and the sole remedy under this Disclosure Certificate in the event of any failure of the Builder or the Dissemination Agent to comply with this Disclosure Certificate shall be an action to compel performance. Neither the Builder nor the Dissemination Agent shall have any liability to the owners of the Bonds or any other party for monetary damages or financial liability of any kind whatsoever relating to or arising from this Disclosure Certificate.

Section 12. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the Builder agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents (each an “Indemnified Party”), harmless against any loss, expense and liabilities which it may incur arising out of or in the reasonable exercise or performance of its powers and duties hereunder, including the reasonable costs and expenses (including attorneys’ fees) of defending against any claim of liability, but excluding any loss, expense and liabilities due to the Indemnified Party’s negligence or willful misconduct or failure to perform its duties hereunder. The Dissemination Agent (if other than the Bui lder) shall be paid compensation for its services provided hereunder from the Administrative Expense Fund established under the Indenture in accordance with the Dissemination Agent’s schedule of fees as amended from time to time, which schedule, as amended , shall be reasonably acceptable, and all reasonable expenses, reasonable legal fees and advances made or incurred by the Dissemination Agent in the performance of its duties hereunder. The Dissemination Agent shall have no duty or obligation to review an y information provided to it hereunder and shall not be deemed to be acting in any fiduciary capacity for the City, the Builder, the Participating Underwriter, the Beneficial Owners, or any other party. The obligations of the Builder under this Section sh all survive resignation or removal of the Dissemination Agent and payment of the Bonds.

Section 13. Notices. Any notice or communications to be among any of the parties to this Disclosure Certificate may be given by electronic mail, regular mail, or overnight mail as follows:

To the District: City of Lincoln Community Facilities District No. 2019-1 (Independence at Lincoln)
City of Lincoln
600 6th Street
Lincoln, CA 95648
Attention: Finance Director [email protected] If by personal delivery:

City of Lincoln
600 6th Street
Lincoln, CA 95648
Attention: Finance Director
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To the Participating Underwriter: Piper Sandler & Co.
3626 Fair Oaks Boulevard, Suite 100
Sacramento, CA 95864
Attention: Public Finance
[email protected]
To Builder: Tri Pointe Homes Holdings, Inc.
201 Creekside Ridge Court, Suite 270
Roseville, CA 95678
Attention: Karina Guerrieri, Director of Project
Management
Email: [email protected]
Phone: (916) 883-0126

With a Copy to: O’Neil LLP
19800 MacArthur Blvd., Suite 650
Irvine, California 92612
Attn: Sandra A. Galle
Email: [email protected]
Phone: (949) 798-0725

Any Person may, by written notice to the other Persons listed above, designate a different address or email address to which subsequent notices or communications should be sent.

Section 14. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the District, the Builder, the Dissemination Agent, the Particip ating Underwriter and holders and Beneficial Owners from time to time of the Bonds and shall create no rights in any other Person or entity. All obligations of the Builder hereunder shall be assumed by any legal successor to the obligations of the Builder as a result of a sale, merger, consolidation or other reorganization.
[Remainder of Page Intentionally Blank; Signature Page Follows]

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IN WITNESS WHEREOF, the Builder has executed this Disclosure Certificate as of the date first above written.

TRI POINTE HOMES HOLDINGS, INC. ,
a Delaware corporation
By: _________________________________________
Karina Guerrieri,
Assistant Secretary

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EXHIBIT A

NOTICE OF FAILURE TO FILE ANNUAL REPORT
Name of Issuer: City of Lincoln Community Facilities District No. 2019-1 (Independence at Lincoln) (the “District”)
Name of Bond Issue: $_______ City of Lincoln Community Facilities District No. 2019-1 (Independence at Lincoln) Special Tax Bonds, Series 2025 Date of Issuance: _____, 2025
NOTICE IS HEREBY GIVEN that Tri Pointe Homes Holdings, Inc., a Delaware corporation (the “Major Owner”) has not provided a Semi-Annual Report with respect to the above -named Bonds as required by the Builder Continuing Disclosure Certificate, dated as of _____, 2025. The Major Owner anticipates that the Semi-Annual Report will be filed by
.

Dated:

DISSEMINATION AGENT:

By:

Its:
cc: Builder

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EXHIBIT B

SEMI-ANNUAL REPORT
[February 1/August 1]
$________
CITY OF LINCOLN COMMUNITY FACILITIES DISTRICT NO 2019-1 (INDEPENDENCE AT LINCOLN)
SPECIAL TAX BONDS, SERIES 2025
This Semi-Annual Report is hereby submitted under Section 4 of the Builder Continuing Disclosure Certificate (the “Disclosure Certificate”), dated as of _____, 2025, executed by the undersigned (the “Builder”) in connection with the issuance of the above-captioned bonds by City of Lincoln Community Facilities District No. 2019-1 (Independence at Lincoln) (the “District”).

Capitalized terms used in this Semi-Annual Report but not otherwise defined have the meanings given to them in the Disclosure Certificate.

I. Property Ownership and Development
The information in this section is provided as of __________, 20__ (this date must be not more than 60 days before the Report Date).

A. Property currently owned by the Builder in the District (the “Property”):

Development name(s):

Number of lots:

B. Updated information regarding land development , home construction activities and home closings to individual homeowners with regard to the Property described in the Official Statement for the Bonds under the caption “PROPERTY OWNERSHIP AND THE DEVELOPMENT – Tri Pointe Development” or the Semi-Annual Report last filed in accordance with the Disclosure Certificate.

C. Status of building permits and any material changes to the description of land use or development entitlements with regard to the Property described in the Official Statement for the Bonds under the caption “PROPERTY OWNERSHIP AND THE DEVELOPMENT – Tri Pointe Development” or the Semi- Annual Report last filed in accordance with the Disclosure Certificate.

D. Status of any land purchase contracts with regard to the Property, whether acquisition of land in the District by the Builder or sales of land to other builders (other than individual homeowners).

E. A statement as to whether or not the Builder and all of its Relevant Entities paid, prior to their becoming delinquent, all Special Taxes levied on the Property and if such Builder or any of such Relevant Entities is delinquent in the payment of such Special Taxes, a statement identifying each entity that is so delinquent, specifying the amount of each such delinquency and describing any plans to resolve such delinquency.
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II. Legal and Financial Status of Builder
Unless such information has previously been included or incorporated by reference in a Semi-Annual Report, describe any material change in the legal structure of the Builder or the financial condition and financing plan of the Builder that would materially and adversely interfere with its ability to complete its development plan with regard to the Property described in the Official Statement.

III. Change in Development or Financing Plans
Unless such information has previously been included or incorporated by reference in a Semi -Annual Report, describe any development plans or financing plans relating to the Property that are materially different from the proposed development and financing plan described in the Official Statement.

IV. Official Statement Updates
Unless such information has previously been included or incorporated by reference in a Semi-Annual Report, describe any other significant changes in the information relating to the Builder or the Property contained in the Official Statement under the caption “PROPERTY OWNERSHIP AND THE DEVELOPMENT – Tri Pointe Development” that would materially and adversely interfere with the Builder’s ability to develop and sell the Property as described in the Official Statement.

V. Other Material Information
In addition to any of the information expressly required above, provide such further information, if any, as may be necessary to make the specifically required statements, in the light of the circumstances under which they are made, not misleading.

Certification
The undersigned hereby certifies that this Semi -Annual Report constitutes the Semi -Annual Report required to be furnished by the Builder under the Disclosure Certificate.

ANY OTHER STATEMENTS REGARDING THE BUILDER, THE DEVELOPMENT OF THE PROPERTY, THE BUILDER’S FINANCING PLAN OR FINANCIAL CONDITION, OR THE BONDS,

OTHER THAN STATEMENTS MADE BY THE BUILDER IN AN OFFICIAL RELEASE, OR FILED WITH THE MUNICIPAL SECURITIES RULEMAKING BOARD, ARE NOT AUTHORIZED BY THE BUILDER.

THE BUILDER IS NOT RESPONSIBLE FOR THE ACCURACY, COMPLETENESS OR FAIRNESS OF ANY SUCH UNAUTHORIZED STATEMENTS.

THE BUILDER HA S NO OBLIGATION TO UPDATE THIS SEMI -ANNUAL REPORT OTHER THAN AS EXPRESSLY PROVIDED IN THE DISCLOSURE CERTIFICATE.

Dated: TRI POINTE HOMES HOLDINGS, INC.,
a Delaware corporation

[FORM—DO NOT SIGN]
By: ______________________________
Name: ____________________________
Title: _____________________________

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APPENDIX H

BOOK-ENTRY ONLY SYSTEM
The information in this Appendix concerning DTC and DTC’s book-entry only system has been obtained from sources that the District, the Trustee and the Underwriter believe to be reliable, but neither the District, the Trustee nor the Underwriter takes any responsibility for the completeness or accuracy thereof. The following description of the procedures and record keeping with respect to beneficial ownership interests in the 2025 Bonds, payment of principal, premium, if any, and interest on the 2025 Bonds to DTC Participants or Beneficial Owners, confirmation and transfers of beneficial ownership interests i n the 2025 Bonds and other related transactions by and between DTC, the DTC Participants and the Beneficial Owners is based solely on information provided by DTC.

The Depository Trust Company (“DTC”), New York, NY, will act as securities depository for the 2025 Bonds. The 2025 Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully registered bond will be issued for each annual maturity of the 2025 Bonds, each in the aggregate principal amount of such annual maturity, and will be deposited with DTC.

DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post -trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non -U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corp oration, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non -U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants” and together with Direct Participants, “DTC Participants”). DTC has a Standard & Poor’s rating of AA+. The DTC Rules applicable to its DTC Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com.

Purchases of 2025 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the 2025 Bonds on DTC’s records. The ownership interest of each actual purchaser of each 2025 Bond (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records.

Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the 2025 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the 2025 Bonds, except in the event that use of the book-entry system for the 2025 Bonds is discontinued.

To facilitate subsequent transfers, all 2025 Bonds d eposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by 669

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an authorized representative of DTC. The deposit of 2025 Bonds with DTC and their registration in the n ame of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such 2025 Bonds are credited, which may or may not be the Beneficial Owners.

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

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of 2025 Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the 2025 Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Bond documents. For example, Beneficial Owners of 2025 Bonds may wish to ascertain that the nominee holding the 2025 Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them.

Redemption notices shall be sent to DTC. If less than all of the 2025 Bonds within a maturity are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to 2025 Bonds unless authorized by a Direct Participant in acco rdance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the District as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose a ccounts 2025 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Redemption proceeds, distributions, and dividend payments on the 2025 Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the District or the Trustee, on the payable date in accordance with their respective holdings shown on DTC’s records.

Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such DTC Participant and not of DTC, the Trustee, or the District, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the District or the Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disburs ement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.

A 2025 Bond Owner shall give notice to elect to have its 2025 Bonds purchased or tendered, through its DTC Participant, to the Trustee, and shall effect delivery of such 2025 Bonds by causing the Direct Participant to transfer the DTC Participant’s interest in the 2025 Bonds, on DTC’s records, to the Trustee. The requirement for physical delivery of 2025 Bonds in connection with an optional tende r or a mandatory purchase will be deemed satisfied when the ownership rights in the 2025 Bonds are transferred by Direct Participants on DTC’s records and followed by a book-entry credit of tendered 2025 Bonds to the Trustee’s DTC account.

DTC may discontinue providing its services as depository with respect to the 2025 Bonds at any time by giving reasonable notice to the District or the Trustee. Under such circumstances, in the event that a successor depository is not obtained, physical certificates are required to be printed and delivered.

The District may decide to discontinue use of the system of book-entry only transfers through DTC (or a successor securities depository). In that event, 2025 Bonds will be printed and delivered to DTC. 670

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THE TRUS TEE, AS LONG AS A BOOK -ENTRY ONLY SYSTEM IS USED FOR THE 2025

BONDS, WILL SEND ANY NOTICE OF REDEMPTION OR OTHER NOTICES TO OWNERS ONLY TO DTC. ANY FAILURE OF DTC TO ADVISE ANY DTC PARTICIPANT, OR OF ANY DTC PARTICIPANT

TO NOTIFY ANY BENEFICIAL OWNER, OF ANY NOTICE AND ITS CONTENT OR EFFECT WILL

NOT AFFECT THE VALIDITY OF SUFFICIENCY OF THE PROCEEDINGS RELATING TO THE REDEMPTION OF THE 2025 BONDS CALLED FOR REDEMPTION OR OF ANY OTHER ACTION PREMISED ON SUCH NOTICE.
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$____________
CITY OF LINCOLN COMMUNITY FACILITIES DISTRICT NO. 2019-1 (INDEPENDENCE AT LINCOLN)
SPECIAL TAX BONDS, SERIES 2025

BOND PURCHASE AGREEMENT

________, 2025
City of Lincoln
Community Facilities District No. 2019-1
(Independence at Lincoln)
600 6th Street
Lincoln, California 95648

Ladies and Gentlemen:

Piper Sandler & Co. , as underwriter (the “ Underwriter”), acting not as a fiduciary or agent for you, but on behalf of itself, offers to enter into this Bond Purchase Agreement (this “ Purchase Agreement”) with the City of Lincoln Community Facilities District No. 2019-1 (Independence at Lincoln) (the “ Community Facilities District ”), which upon acceptance will be bindin g upon the Underwriter and the Community Facilities District. The agreement of the Underwriter to purchase the Bonds (as hereinafter defined) is contingent upon the Community Facilities District satisfying all of the obligations imposed upon them under th is Purchase Agreement. This offer is made subject to the Community Facilities District’s acceptance by the execution of this Purchase Agreement and its delivery to the Underwriter at or before 11:59 P.M., local time, on the date hereof, and, if not so accepted, will be subject to withdrawal by the Underwriter upon notice delivered to the Community Facilities District at any time prior to the acceptance hereof by the Community Facilities District. All capitalized terms used herein, which are not otherwise defined, shall have the meaning provided for such terms in that certain Bond Indenture, dated as of December 1, 2022, as supplemented by that certain First Supplement to Bond Indenture, dated as of _________ 1, 2025, (together, the “Indenture”), each by and between the District and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”)..

1. Purchase, Sale and Delivery of the Bonds.

Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set f orth herein: (i) the Underwriter hereby agrees to purchase from the Community Facilities District and the Community Facilities District hereby agrees to sell to the Underwriter all (but not less than all) of the $____________ aggregate principal amount of the City of Lincoln Community Facilities District No. 2019-1 (Independence at Lincoln) Special Tax Bonds, Series 2025 (the “ Bonds”), dated the Closing Date (as hereinafter defined), bearing interest at the rates and maturing on the dates and in the principal amounts set forth in Exhibit A hereto.

The purchase price for the Bonds shall be $ _____ (being 100% of the aggregate principal amount thereof, plus a net original issue premium of $ ______ and less an Underwriter’s discount of $_______).
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2 The Underwriter agrees to make a bona fide public offering of all of the Bonds initially at the public offering prices (or yields) set forth in Exhibit A attached hereto and incorporated herein by reference. Subsequent to the initial public offering, the Underwriter r eserves the right to change the public offering prices (or yields) as it deems necessary in connection with the marketing of the Bonds subject to Section 2 hereof, provided that the Underwriter shall not change the interest rates set forth in Exhibit A. T he Bonds may be offered and sold to certain dealers at prices lower than such initial offering prices.

The Bonds shall be substantially in the form described in, shall be issued and secured under the provisions of, and shall be payable from the Net Taxes a s provided in the Indenture, the Preliminary Official Statement (as hereinafter defined), and the Mello -Roos Community Facilities Act of 1982, as amended (Section 53311 et seq. of the Government Code of the State of California) (the “Community Facilities District Act”). The issuance of the Bonds has been duly authorized by the City Council of the City of Lincoln (the “ City”), as the legislative body for the Community Facilities District, pursuant to a resolution (the “ Community Facilities District Resoluti on of Issuance”) adopted on ________, 2025.

The net proceeds of the Bonds will be used to: (i) finance certain public improvements needed with respect to the development of property located within the District to be owned by the City; (ii) fund a reserve subaccount for the Bonds; and (iii) pay costs of issuance for the Bonds.

The Bonds shall be substantially in the form described in, shall be issued and secured under the provisions of, and shall be payable from special taxes as provided in the Indenture (the “Special Taxes”). The Bonds are secured under the Indenture by a pledge of and lien upon Net Taxes on a parity with the Community Facilities District’s Special Tax Bonds, Series 202 2, which are currently outstanding in the aggregate principal amount of $12,980,000 (the “2022 Bonds”).

A. The Community Facilities District hereby acknowledges that the Underwriter is entering into this Purchase Agreement in reliance on the representations, warranties and agreements made by the Community Facilities District h erein, and the Community Facilities District shall take all action necessary to enforce its rights hereunder for the benefit of the Underwriter and shall immediately notify the Underwriter if it becomes aware that any representation, warranty or agreement made by the Community Facilities District herein is incorrect in any material respect.

The Community Facilities District acknowledges and agrees that (i) the purchase and sale of the Bonds pursuant to this Purchase Agreement is an arm’s -length commercial transaction between the Community Facilities District and the Underwriter, (ii) in connection therewith and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriter is and has been acting solely as principal and not as the agent or fiduciary of the Community Facilities District, (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the Community Facilities District with respect to (a) the offering of the Bonds o r the process leading thereto (whether or not the Underwriter, or any affiliate of the Underwriter, has advised or is currently advising the Community Facilities District on other matters) or (b) any other obligations to the Community Facilities District w ith respect to the offering contemplated hereby, except the obligations expressly set forth in this Purchase Agreement or otherwise imposed by law, (iv) the Underwriter has financial interests that differ from those of the Community Facilities District and (v) the Community Facilities District has consulted with their own legal, financial and other advisors to the extent they have deemed appropriate in connection with this transaction. The Community Facilities District acknowledges that it has previously pr ovided the 673
3 Underwriter with an acknowledgement of receipt of the required Underwriter disclosure under Rule G-17 of the Municipal Securities Rulemaking Board (“ MSRB”). The Community Facilities District acknowledges and represents that it has engaged PFM Fi nancial Advisors LLC as its municipal advisor (the “Municipal Advisor”) (as defined in Securities and Exchange Commission Rule 15Ba1) and will rely solely on the financial advice of PFM Financial Advisors LLC with respect to the Bonds.

B. Pursuant to the auth orization of the Community Facilities District, the Underwriter has distributed copies of the Preliminary Official Statement dated [POS Date], relating to the Bonds, which, together with the cover page, inside cover page and appendices thereto is herein called the “ Preliminary Official Statement .” By its acceptance of this Purchase Agreement, the Community Facilities District hereby ratifies the use by the Underwriter of the Preliminary Official Statement, and the Community Facilities District agrees to ex ecute a final official statement relating to the Bonds (including any supplements and/or amendments thereto, the “ Official Statement ”) which will consist of the Preliminary Official Statement with such changes as may be made thereto, with the approval of S tradling Yocca Carlson & Rauth LLP, Bond Counsel (“ Bond Counsel ”), Stradling Yocca Carlson & Rauth LLP, Disclosure Counsel (“ Disclosure Counsel ”), and the Underwriter, and to provide copies thereof to the Underwriter as set forth herein. The Community Facilities District hereby authorizes and requires the Underwriter to use and promptly distribute, in connection with the offer and sale of the Bonds, the Preliminary Official Statement, the Official Statement and any supplement or amendment thereto. The Comm unity Facilities District further authorizes the Underwriter to use and distribute, in connection with the offer and sale of the Bonds, the Indenture, the Continuing Disclosure Certificate executed by the Community Facilities District in connection with the Bonds (the “Continuing Disclosure Certificate”), this Purchase Agreement and all information contained herein, and all other documents, certificates and statements furnished by or on behalf of the Community Facilities District to the Underwriter in conne ction with the transactions contemplated by this Purchase Agreement.

C. To assist the Underwriter in complying with Securities and Exchange Commission Rule 15c2 -12(b)(5) (the “ Rule”), the Community Facilities District will undertake pursuant to the Continuing Disclosure Certificate, in the form attached as an appendix to the Official Statement, to provide annual reports and notices of certain enumerated events. A description of thi s undertaking is set forth in the Preliminary Official Statement and will also be set forth in the Official Statement.

D. Except as the Underwriter and the Community Facilities District may otherwise agree, the Community Facilities District will deliver to th e Underwriter, at the offices of Bond Counsel in Newport Beach, California, or at such other location as may be mutually agreed upon by the Underwriter and the Community Facilities District, the documents hereinafter mentioned; and the Community Facilities District will deliver to the Underwriter through the facilities of The Depository Trust Company (“ DTC”), the Bonds, in definitive form (all Bonds bearing CUSIP numbers), duly executed by the Community Facilities District and authenticated by the Trustee in the manner provided for in the Indenture and the Community Facilities District Act at 8:00 a.m. California time, on [Closing Date] (the “Closing Date”), and the Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in Section 1 hereof by wire transfer, payable in federal or other immediately available funds (such delivery and payment being herein referred to as the “ Closing”). The Bonds shall be in fully registered book -entry form (which may be typewritten) and shall be registered in the name of Cede & Co., as nominee of DTC. 674
4 2. Establishment of Issue Price.

A. The Underwriter agrees to assist the Community Facilities District in establishing the issue price of the Bonds and shall execute and deliver to the Community Facilit ies District at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District and Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds.

B. Except as otherwise set f orth in Exhibit A attached hereto, the Community Facilities District will treat the first price at which 10% of each maturity of the Bonds (the “ 10% test”), identified under the column “10% Test Satisfied” in Exhibit A, is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to th e Community Facilities District the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Community Facilities District the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until the 10% test has been satisfied as to the Bonds of that maturit y or until all Bonds of that maturity have been sold to the public.

C. The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “ initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A attached hereto. Exhibit A also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the Underwriter represents that (i) the 10% test has been satis fied (assuming orders are confirmed by the close of the business day immediately following the date of this Purchase Agreement) and (ii) the 10% test has not been satisfied and for which the Community Facilities District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the- offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:

1. the close of the fifth (5th) business day after the sale date; or

2. the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.

The Underwriter shall promptly advise the Community Facilities District when it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public, if that occurs prior to the close of the fifth (5th) business day after the sale date.

D. The Underwriter confirms that:
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5 (i) any selling group agreement and any third -party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker -dealer that is a party to such third-party distribution agreement, as applicable:
(A)(i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is n otified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter and (ii) t o comply with the hold -the-offering-price rule, if applicable, if and for so long as directed by the Underwriter,
(B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an und erwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and (C) to acknowledge that, unless otherwise advised by the dealer or broker -dealer, the Underwriter shall assume that each order submitte d by the dealer or broker -dealer is a sale to the public.
(ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker -dealer that is a party to such third -party distribution agreement to (A) report the prices at which it sell s to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold -the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.

E. The Community Facilities District acknowledges that, in making the representation set forth in this section, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold -the-offering- price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker -dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold -the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires.

F. The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section.

Further, for purposes of this section:
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6 1. “public” means any person other than an underwriter or a related party;

2. “underwriter” means (A) any person that agrees pursuant to a written contract with the Community Facilities District (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a third -party distribution agreement participating in the initial sale of the Bonds to the public);

3. a purchaser of any of the Bonds is a “related party” to an underwriter if the underwriter and the purch aser are subject, directly or indirectly, to (A) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (B) more than 50% common ow nership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (C) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other); and

4. “sale date” means t he date of execution of this Purchase Agreement by all parties.

3. Representations, Warranties and Covenants of the Community Facilities District .

The Community Facilities District represents, warrants and covenants to the Underwriter on behalf of itself and the City that:

A. The City is duly organized and validly existing as a general law city under the Constitution and laws of the State of California and has duly authorized the formation of the Community Facilities District pursuant to resolutions duly adopted by the City Council (the “Community Facilities District Formation Resolution ” and, together with the Community Facilities District Resolution of Issuance, the “Community Facilities District Resolutions”) and the Community Facilities District Act. The City Council, as the legislative body of the City and the Community Facilities District, has duly adopted the Community Facilities District Formation Resolution, and has caused to be recorded in the real p roperty records of the County of Placer, notice of special tax lien, and any required amendments thereof (collectively, the “ Notice of Special Tax Lien”) (the Community Facilities District Formation Resolution and Notice of Special Tax Lien being collectiv ely referred to herein as the “ Formation Documents ”), and has duly adopted a Community Facilities District Resolution of Issuance. Each of its Formation Documents remains in full force and effect as of the date hereof and has not been amended. The Commun ity Facilities District is duly organized and validly existing as a Community Facilities District under the laws of the State of California. The Community Facilities District has, and at the Closing Date will have, as the case may be, full legal right, po wer and authority: (i) to execute, deliver and perform its obligations under this Purchase Agreement, the Continuing Disclosure Certificate and the Indenture, and to carry out all transactions contemplated by each of such agreements; (ii) to issue, sell an d deliver the Bonds as provided herein; and (iii) to carry out, give effect to and consummate the transactions contemplated by the Formation Documents, the Indenture, the Bonds, the Continuing Disclosure Certificate, this Purchase Agreement and the Official Statement. 677
7 This Purchase Agreement, the Indenture, the Bonds and the Continuing Disclosure Certificate are collectively referred to herein as the “Community Facilities District Documents.” B. The Community Facilities District and the City, as applicable, ha ve each complied, and will at the Closing Date be in compliance in all material respects, with the Formation Documents and the Community Facilities District Documents, and any immaterial noncompliance by the Community Facilities District and the City, if a ny, will not impair the ability of the Community Facilities District and the City, as applicable, to carry out, give effect to or consummate the transactions contemplated by the foregoing. From and after the date of issuance of the Bonds, the Community Fa cilities District will continue to comply with the covenants of the Community Facilities District contained in the Community Facilities District Documents.

C. The information in the Preliminary Official Statement and in the Official Statement relating to the Community Facilities District and the Bonds (other than information under the captions “PROPERTY OWNERSHIP AND THE DEVELOPMENT,” CONTINUING DISCLOSURE — Developer Continuing Disclosure and “UNDERWRITING,” Appendices D, G and H, information provided by the Developer and the Homebuilders (as such terms are defined below), the Appraiser and the Special Tax Consultant (as such terms are defined herein) and statements pertaining to the book entry system, as to which no view is expressed), is true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and, upon delivery and u p to and including 25 days after the End of the Underwriting Period (as defined in paragraph (D) below), the Official Statement will be amended and supplemented so as to contain no misstatement of any material fact or omission of any statement necessary to make the statements contained therein, in the light of the circumstances in which such statements were made, not misleading.

D. Up to and including 25 days after the End of the Underwriting Period (as defined below), the Community Facilities District will ad vise the Underwriter promptly of any proposal to amend or supplement the Official Statement and will not effect or consent to any such amendment or supplement without the consent of the Underwriter, which consent will not be unreasonably withheld. The Com munity Facilities District will advise the Underwriter promptly of the institution of any proceedings known to it by any governmental agency prohibiting or otherwise materially affecting the use of the Official Statement in connection with the offering, sa le or distribution of the Bonds. As used herein, the term “End of the Underwriting Period” means the later of such time as: (i) the Bonds are delivered to the Underwriter; or (ii) the Underwriter does not retain, directly or as a member of an underwriting syndicate, an unsold balance of the Bonds for sale to the public. Unless the Underwriter gives notice to the contrary, the End of the Underwriting Period shall be deemed to be the Closing Date. Any notice delivered pursuant to this provision shall be wr itten notice delivered to the Community Facilities District at or prior to the Closing Date and shall specify a date (other than the Closing Date) to be deemed the “End of the Underwriting Period.” E. Except as described in the Preliminary Official Statement and Official Statement, the Community Facilities District is not, in any respect material to the transactions referred to herein or contemplated hereby, in breach of or in default under, any law or administrative rule or regulation of the State of California, the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order, or under any loan agre ement, note, resolution, indenture, contract, agreement or other instrument to which the Community Facilities District is a party or is otherwise subject or 678
8 bound, and the performance of its obligations under the Community Facilities District Documents and compliance with the provisions of each thereof, or the performance of the conditions precedent to be performed by the Community Facilities District pursuant to this Purchase Agreement, will not conflict with or constitute a breach of or default under any applicable law or administrative rule or regulation of the State, the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order, or under any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the Community Facilities District is a party or is otherwise subject or bound, in any manner which would materially and adversely affect the performance by the Community Facilities District of its obligations under the Community Facilities District Documents or the performance of the conditions precedent to be performed by the Community Facilities District pursuant to this Purchase Agreement.

F. Except as may be required u nder the “blue sky” or other securities laws of any jurisdiction, all approvals, consents, authorizations, elections and orders of, or filings or registrations with, any governmental authority, board, agency or commission having jurisdiction which would constitute a condition precedent to, or the absence of which would materially adversely affect, the performance by the Community Facilities District of its obligations under the Community Facilities District Documents, and the performance of the conditions p recedent to be performed by the Community Facilities District pursuant to this Purchase Agreement, have been or will be obtained at the Closing Date and are or will be in full force and effect at the Closing Date.

G. The Community Facilities District Document s conform as to form and tenor to the descriptions thereof contained in the Official Statement.

H. The Bonds are payable from the Special Tax of the Community Facilities District, as set forth in the Indenture, the levy of which has been duly and validly authorized pursuant to the Community Facilities District Act and the Community Facilities District will covenant in the Indenture to levy the Special Taxes within the Community Facilities District in an amount which, together with other available funds, is req uired for the payment of the principal of, and interest on, the Bonds when due and payable, all as provided in the Indenture.

I. The Indenture creates a valid pledge of, first lien upon and security interest in, the Net Taxes, and in the moneys in the Speci al Tax Fund (other than the Administrative Expense Account) established pursuant to the Indenture, on the terms and conditions set forth in the Indenture.

J. Except as disclosed in the Preliminary Official Statement, there are, to the best of the Community Fa cilities District’s knowledge, no entities with outstanding assessment or special tax liens against any of the properties within the Community Facilities District or which are senior to or on a parity with the Special Taxes of the Community Facilities Dist rict referred to in paragraph (I) hereof.

K. The Preliminary Official Statement was deemed final by a duly authorized officer of the Community Facilities District prior to its delivery to the Underwriter, except for the omission of such information as is permitted to be omitted in accordance with paragraph (b)(1) of the Rule. The Community Facilities District hereby covenants and agrees that, within seven (7) business days from the date hereof, or upon reasonable written notice from the Underwriter within suf ficient time to accompany any confirmation requesting payment from any customers of the Underwriter, the Community Facilities District shall cause a final printed form of the Official Statement to be 679
9 delivered to the Underwriter in sufficient quantity to c omply with paragraph (b)(4) of the Rule and Rules G-12, G-15, G-32 and G-36 of the Municipal Securities Rulemaking Board.

L. At the time of acceptance hereof there is and as of the Closing there will be no action, suit, proceeding, inquiry or investigation, a t law or in equity, before or by any court, government agency, public board or body (collectively and individually, an “ Action”) pending (notice of which has been served on the Community Facilities District) or to the best knowledge of the Community Facili ties District or the City threatened, in which any such Action: (i) in any way questions the existence of the Community Facilities District or the titles of the officers of the Community Facilities District to their respective offices; (ii) affects, contes ts or seeks to prohibit, restrain or enjoin the issuance or delivery of the Bonds or the payment or collection of Special Taxes or any amounts pledged or to be pledged to pay the principal of and interest on the Bonds, or in any way contests or affects the validity of the Community Facilities District Documents or the consummation of the transactions on the part of the Community Facilities District contemplated thereby; (iii) contests the exemption of interest on the Bonds from federal or State income taxation or contests the powers of the Community Facilities District which may result in any material adverse change relating to the financial condition of the Community Facilities District; or (iv) contests the completeness or accuracy of the Preliminary Offic ial Statement or the Official Statement or any supplement or amendment thereto or asserts that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and as of the time of acceptance hereof there is and, as of the Closing Date, there will be no basis for any action , suit, proceeding, inquiry or investigation of the nature described in clauses (i) through (iv) of this sentence.

M. Any certificate signed on behalf of the Community Facilities District by any officer or employee of the Community Facilities District authori zed to do so shall be deemed a representation and warranty by the Community Facilities District to the Underwriter on behalf of itself and the Community Facilities District as to the statements made therein.

N. At or prior to the Closing the Community Facilit ies District will have duly authorized, executed and delivered the Continuing Disclosure Certificate in substantially the form attached as Appendix F to the Official Statement. Based upon a review of its previous undertakings, and except as disclosed in th e Preliminary Official Statement, the Community Facilities District , the City and its related entities have not failed to comply in all respects with any previous undertakings with regard to the Rule to provide annual reports or notices of enumerated event s in the last five years.

O. The Community Facilities District will apply the proceeds of the Bonds in accordance with the Indenture and as described in the Official Statement.

P. Until such time as moneys have been set aside in an amount sufficient to pay all t hen outstanding Bonds at maturity or to the date of redemption if redeemed prior to maturity, plus unpaid interest thereon and premium, if any, to maturity or to the date of redemption if redeemed prior to maturity, the Community Facilities District will faithfully perform and abide by all of the covenants, undertakings and provisions contained in the Indenture. 680
10 Q. Between the date of this Purchase Agreement and the date of Closing, the Community Facilities District will not offer or issue any bonds, notes or other obligations for borrowed money not previously disclosed to the Underwriter.

The Community Facilities District hereby approves the preparation and distribution of the Official Statement, consisting of the Preliminary Official Statement with such cha nges as are noted thereon and as may be made thereto, with the approval of Bond Counsel, Disclosure Counsel and the Underwriter, from time to time prior to the Closing Date.

The execution and delivery of this Purchase Agreement by the Community Facilities District shall constitute a representation by the Community Facilities District to the Underwriter that the representations and warranties contained in this Section 3 with respect to the Community Facilities District are true as of the date hereof.

4. Conditions to the Obligations of the Underwriter . The obligation of the Underwriter to accept delivery of and pay for the Bonds on the Closing Date shall be subject, at the option of the Underwriter, to the accuracy in all material respects of the representation s and warranties on the part of the Community Facilities District contained herein, to the accuracy in all material respects of the statements of the officers and other officials of the Community Facilities District made in any certificates or other documents furnished pursuant to the provisions hereof, to the performance by the Community Facilities District of their obligations to be performed hereunder at or prior to the Closing Date, and in reliance upon the representations and covenants of Richmond Amer ican Homes of Maryland, Inc., a Maryland corporation (“ Richmond American”), Tri Pointe Homes Holdings, Inc., a Delaware corporation (“ Tri Pointe ”) and D.R. Horton CA2 , Inc., a California corporation, dba D.R. Horton America’s Builder (“ D.R. Horton” and together with Richmond American and Tri Pointe, the “Homebuilders”) contained in the certificates delivered as of the Closing Date, and to the following additional conditions:

A. At the Closing Date, the Community Facilities District Resolutions and the Community Facilities District Documents shall be in full force and effect, and shall not have been amended, modified or supplemented, except as may have been agreed to in writing by the Underwriter, and there shall have been taken in connection therewith, with the issuance of the Bonds and with the Bonds, and with the transactions contemplated thereby, and by this Purchase Agreement, all such actions as, in the opinion of Bond Counsel, shall be necessary and appropriate.

B. At the Closing Date, except as described in the Official Statement, the City shall not be, in any respect material to the transactions referred to herein or contemplated hereby, in breach of or in default under, any law or administrative rule or regulation of the State of California, the United Stat es of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order, or under any loan agreement, note, resolution, indenture, contract, agreement or other instrument t o which the City is a party or is otherwise subject or bound, and the performance of the conditions precedent to be performed hereunder will not conflict with or constitute a breach of or default under any applicable law or administrative rule or regulatio n of the State of California, the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order, or under any loan agreement, note, resolution, indentu re, contract, agreement or other instrument to which the City is a party or is otherwise subject or bound, in any manner which would materially and adversely affect the performance of the conditions precedent to be performed by the City hereunder.
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11 C. At the C losing Date, except as described in the Official Statement, the Community Facilities District shall not be, in any respect material to the transactions referred to herein or contemplated hereby, in breach of or in default under, any law or administrative r ule or regulation of the State of California, the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order, or under any loan agreement, note, res olution, indenture, contract, agreement or other instrument to which the Community Facilities District is a party or is otherwise subject or bound, and the performance by the Community Facilities District of its obligations under the Bonds, the Community Facilities District Resolutions, the Indenture, and any other instruments contemplated by any of such documents, and compliance with the provisions of each thereof, or the performance of the conditions precedent to be performed hereunder, will not conflict with or constitute a breach of or default under any applicable law or administrative rule or regulation of the State of California, the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any appl icable court or administrative decree or order, or under any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the Community Facilities District is a party or is otherwise subject or bound, in any manner which wo uld materially and adversely affect the performance by the Community Facilities District of its obligations under the Indenture, the Bonds or the performance of the conditions precedent to be performed by the Community Facilities District hereunder.

D. The information contained in the Official Statement is, as of the Closing Date and as of the date of any supplement or amendment thereto pursuant hereto, true and correct in all material respects and does not, as of the Closing Date or as of the date of any supp lement or amendment thereto, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

E. Between the date hereof and the Closing Date, the market price or marketability, at the initial offering prices set forth on the inside cover page of the Official Statement, of the Bonds or the ability of the Underwriter to enforce contracts for the sale of the Bonds, shall not have been materially adversely affected, in the judgment of the Underwriter (evidenced by a written notice to the Community Facilities District terminating the obligation of the Underwriter to accept delivery of and pay for the Bonds), by reason of any of the following:

1. Legislation introduced in or enacted (or resolution passed) by the Congress of the United States of America or recommended to the Congress by the President of the United States, the Department of the Treasury, the Internal Revenue Service, or any member of Congress, or favorably reported for passage to either House of Congress by any committee of such House to which such legislation had been referred for consideration, or a decision rendered by a court established under Article III of the Constitution of the United States of America or by the Tax Court of the United States of America, or an order, ruling, regulation (final, temporary or proposed), press release or other form of notice issued or made by or on beha lf of the Treasury Department of the United States of America or the Internal Revenue Service, with the purpose or effect, directly or indirectly, of imposing federal income taxation upon such interest as would be received by any owners of the Bonds beyond the extent to which such interest is subject to taxation as of the date hereof; or

2. Legislation introduced in or enacted (or resolution passed) by the Congress or an order, decree or injunction issued by any court of competent jurisdiction, or an order, 682
12 ruling, regulation (final, temporary or proposed), press release or other form of notice issued or made by or on behalf of the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, to the effect that obligations of the general character of the Bonds, including any or all underlying arrangements, are not exempt from registration under or other requirements of the Securities Act of 1933, as amended, or that the Indenture is not exempt from qualification under or other requirements of the Trust Indenture Act of 1939, as amended, or that the issuance, offering or sale of obligations of the general character of the Bonds, including any or all underlying arrangements, as contemplated hereby or by the Official Statement or otherwise is or would be in violation of the federal securities laws as amended and then in effect; or

3. A general suspension of trading on the New York Stock Exchange or other major exchange shall be in force, or minimum or maximum prices for trading shall have been fixed and be in force, or maximum ranges for prices for securities shall have been required an d be in force on any such exchange, whether by virtue of determination by that exchange or by order of the SEC or any other governmental authority having jurisdiction; or

4. The introduction, proposal or enactment of any amendment to the Federal or California Constitution or any action by any Federal or California court, legislative body, regulatory body or other authority materially adversely affecting the tax status of the Community Facilities District, its property, income, securities (or interest thereon), the validity or enforceability of Special Taxes, or the ability of the Community Facilities District to issue the Bonds as contemplated by the Indenture and the Official Statement; or

5. Any event occurring, or information becoming known which, in the judgment of the Underwriter, makes untrue in any material respect any statement or information contained in the Preliminary Official Statement or in the Official Statement, or has the effect that the Preliminary Official Statement or the Official Statement conta ins any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; or

6. Any national securities exchange, the Comptroller of the Currency, or any other governmental authority, shall impose as to the Bonds, or obligations of the general character of the Bonds, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or the charge to the net capital requirements of, the Underwriter; or

7. There shall have occurred (1) an outbreak or escalation of hostilities or the declaration by the United States of a national emergency or war or (2) any other calamity or crisis in the financial markets of the United States or elsewhere or the escalation of such calamity or crisis; or

8. Except as disclosed in or contemplated by the Official Statement, any material adverse change in the affairs of the City or Community Facilities District shall have occurred; or

9. Any event or circumstance shall exist that either makes untrue or incorrect in any material respect any statement or information in the Official Statement (other than any statement provided by the Underwriter) or is not reflected in the Official Statement but should be reflected therein in order to make the statements therein, in the light of the circumstances under 683
13 which they were made, not misleading and, in either such event, the Community Fa cilities District refuses to permit the Official Statement to be supplemented to supply such statement or information, or the effect of the Official Statement as so supplemented is to materially adversely affect the market price or marketability of the Bonds or the ability of the Underwriter to enforce contracts for the sale of the Bonds; or

10. A general banking moratorium shall have been declared by federal or State authorities having jurisdiction and be in force; or

11. A material disruption in securities settle ment, payment or clearance services affecting the Bonds shall have occurred; or

12. Any new restriction on transactions in securities materially affecting the market for securities (including the imposition of any limitation on interest rates) or the extension of credit by, or a charge to the net capital requirements of, underwriters shall have been established by the New York Stock Exchange, the SEC, any other federal or State agency or the Congress of the United States, or by Executive Order; or

13. A decision by a court of the United States shall be rendered, or a stop order, release, regulation or no -action letter by or on behalf of the SEC or any other governmental agency having jurisdiction of the subject matter shall have been issued or made, to the effect th at the issuance, offering or sale of the Bonds, including the underlying obligations as contemplated by this Purchase Agreement or by the Official Statement, or any document relating to the issuance, offering or sale of the Bonds, is or would be in violati on of any provision of the federal securities laws at the Closing Date, including the Securities Act, the Exchange Act and the Trust Indenture Act; or

14. Any proceeding shall have been commenced or be threatened in writing by the Securities and Exchange Commi ssion against the City or the Community Facilities District; or

15. The commencement of any Action.

F. At or prior to the Closing Date, the Underwriter shall have received a counterpart original or certified copy of the following documents, in each case satisfact ory in form and substance to the Underwriter:

1. The Official Statement, executed on behalf of the Community Facilities District by an authorized officer;

2. The Indenture, duly executed and delivered by the Community Facilities District and the Trustee;

3. The Com munity Facilities District Resolution s, the Community Facilities District Documents and the Formation Documents, together with a certificate dated as of the Closing Date of the City Clerk to the effect that the Community Facilities District Resolutions are true, correct and complete copies of the ones duly adopted by the City Council;

4. The Continuing Disclosure Certificate executed and delivered by an authorized officer the Community Facilities District;
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14 5. An unqualified approving opinion for the Bonds, dated the Closing Date and addressed to the Community Facilities District, of Bond Counsel, to the effect that the Bonds are the valid, legal and binding obligations of the Community Facilities District and that the interest thereon is excluded from gross income for federal income tax purposes and exempt from personal income taxes of the State of California, in substantially the form included as Appendix C to the Official Statement, together with a letter of Bond Counsel, dated the Closing Date and addressed to the Underwriter, to the effect that such opinion addressed to the Community Facilities District may be relied upon by the Underwriter to the same extent as if such opinion was addressed to it;

6. A supplemental opinion or opinions, dated the Closing Date and addressed to the Underwriter, of Bond Counsel, to the effect that:
(i) this Purchase Agreement and the Continuing Disclosure Certificate have been duly authorized, executed and delivered by the Community Facilities District and, assuming due authorization, exec ution and delivery by the other parties thereto, as applicable, constitutes the legal, valid and binding obligations of the Community Facilities District and are enforceable in accordance with their terms, except to the extent that enforceability may be li mited by moratorium, bankruptcy, reorganization, insolvency or other similar laws affecting creditors’ rights generally or by the exercise of judicial discretion in accordance with general principles of equity or otherwise in appropriate cases and by limit ations on legal remedies against public agencies in the State;
(ii) the Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Indenture is exempt from qualification under the Trust Indenture Act of 1939, as amended;
(iii) the information contained in the Official Statement on the cover and under the captions “THE 2025 BONDS” (other than the caption “Debt Service Schedule”), “SOURCES OF PAYMENT FOR THE BONDS,” “TAX EXEMPTION” AND “LEGAL OPINION” and in Appendices C and E to the Official Statement, are accurate insofar as such statements purport to summarize certain provisions of the Bonds, the Indenture, Bond Counsel’s final approving opinion, and the Community Facilities District Act.

7. The letter of Disclosure Counse l, dated the Closing Date and addressed to the Community Facilities District and to the Underwriter, to the effect that, without having undertaken to determine independently the accuracy or completeness of the statements contained in the Official Statement , but on the basis of their participation in conferences with representatives of the Community Facilities District, the Special Tax Consultant and others, and their examination of certain documents, nothing has come to their attention which has led them to believe that the Preliminary Official Statement as of its date and the Official Statement as of its date and as of the Closing Date contained or contains any untrue statement of a material fact or omits to state a material fact required to be stated there in or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (except that no opinion or belief need be expressed as to any financial statements or other financial, statistical or engineering data or forecasts, numbers, charts, estimates, projections, assumptions, or expressions of opinion, any information about valuation, appraisals, absorption, archeological or environmental matters, or any information with respect to the City, or any information with respect to prior compliance by Tri Pointe with continuing disclosure undertakings under the Rule or about DTC or the book-entry-only system); 685
15 8. A certificate dated the Closing Date and signed by an authorized representative of the Community Facilities D istrict or an authorized designee, on behalf of the Community Facilities District to the effect that: (i) the representations and warranties made by the Community Facilities District contained herein are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date; (ii) to the best knowledge of such officer, no event has occurred since the date of the Official Statement which should be disclosed in the Official Statement for the purpose for which it is to be used or which it is necessary to disclose therein in order to make the statements and information therein not misleading in any material respect; and (iii) the Community Facilities District has complied with all the agreements and satisfied all the conditions on its part to be satisfied under this Purchase Agreement, the Community Facilities District Resolutions, and the Community Facilities District Documents at or prior to the Closing Date;

9. An opinion of the City Attorney dated the date of C losing and addressed to the Underwriter and the City, to the effect that:
(i) The City is a municipal corporation and general law city, duly organized and existing under the Constitution and laws of the State of California; (ii) The Community Facilities District Resolutions have been duly adopted at meetings of the City Council, which were called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, and the Community Facilities District Resolutio ns are in full force and effect and have not been modified, amended, rescinded or repealed since the respective dates of their adoption; (iii) The Community Facilities District Documents and the Official Statement have been duly authorized, executed and delivere d by the City and the Community Facilities District Documents constitute the legal, valid and binding obligations of the Community Facilities District enforceable against the Community Facilities District in accordance with their terms, subject to bankrupt cy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights, to the application of equitable principles where equitable remedies are sought and to the exercise of judicial discretion in appropriate cases; (iv) Except as may be stated in the Official Statement, there is no action, suit, proceeding or investigation before or by any court, public board or body pending (notice of which has been served on the City or the Community Facilities District) or, to such counsel’s knowledge, threatened wherein an unfavorable decision, ruling or finding would: (a) affect the creation, organization, existence or powers of the City, or the titles of its members and officers to their respective offices; or (b) affect the validity of the Communit y Facilities District Documents or restrain or enjoin the repayment of the Bonds or in any way contest or affect the validity of the Community Facilities District Documents or contest the authority of the C ommunity Facilities District to enter into or perf orm its obligations under any of the Community Facilities District Documents, questions the right of the Community Facilities District to use Special Taxes levied within the Community Facilities District for the repayment of the Bonds or affects in any man ner the right or ability of the Community Facilities District to collect the Special Taxes or pledge the Net Taxes levied within the Community Facilities District for the repayment of the Bonds;

10. A certificate dated the Closing Date from NBS to the effect t hat:
(i) that the Special Taxes, if levied in accordance with the Amended Rate and Method (as defined in 686
16 the Official Statement) and collected will annually yield sufficient revenue to make timely payments of the Annual Debt Service on the Bonds, and annual Administrative Expenses related to the levy and collection of the Special Taxes and the expenses of the Trustee for the Bonds (no representation is made as to the actual amounts that will be collected in future years) ; (ii) t hat the Special Tax, if collected in the maximum amounts permitted pursuant to the Amended Rate and Method on the Closing Date, after payment of annual Admin istrative Expenses related to the levy and collection of the Special Taxes and the expenses of the Trustee for the Bonds, would annually generate at least 110% of the Annual Debt Service payable with respect to the Bonds and 2022 Bonds payable from such Special Taxes assuming the debt service schedule shown in the Official Statement is true and correct; and (iii) the statements in the Official Statement provided by NBS concerning Special Taxes in the Community Facilities District and all information supplie d by it for use in the Official Statement were as of the date of the Official Statement and are as of the Closing Date true and correct, and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading;

11. A certificate dated the Closing Date from Integra Realty Resources (the “ Appraiser”) to the effect that: (i) the statements in the Official Statement provided by the Appraiser and all information supplied by it for use in the Official Statement were as of the date of the Official Statement and are as of the Closing Date true and correct, and do not contain any untrue statement of a material fact or omit to stat e a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) no events or occurrences have been ascertained by the Appraiser or have come to the Appraiser’s attention that would materially change the opinion set forth in the Appraisal;

12. Certified copies of the general resolution of the Trustee authorizing the execution and delivery of certain documents by certain officers of the Trustee, which resolution authorizes the execution of the Indenture and the authentication of the Bonds;

13. A certificate of the Trustee, dated the Closing Date, to the effect that:
(i) the Trustee is authorized to carry out corporate trust powers, and have full power and authority to perform its du ties under the Indenture; (ii) the Trustee is duly authorized to execute and deliver the Indenture, to accept the obligations created by the Indenture and to authenticate the Bonds pursuant to the terms of the Indenture; (iii) no consent, approval, authori zation or other action by any governmental or regulatory authority having jurisdiction over the Trustee that has not been obtained is or will be required for the authentication of the Bonds or the consummation by the Trustee of the other transactions contemplated to be performed by the Trustee in connection with the authentication of the Bonds and the acceptance and performance of the obligations created by the Indenture; and (iv) to the best of its knowledge, compliance with the terms of the Indenture will not conflict with, or result in a violation or breach of, or constitute a default under, any loan agreement, indenture, bond, note, resolution or any other agreement or instrument to which the Trustee is a party or by which it is bound, or any law or any rule, regulation, order or decree of any court or governmental agency or body having jurisdiction over the Trustee or any of its activities or properties;

14. An opinion of counsel to the Trustee dated the Closing Date, addressed to the Underwriter, and the Co mmunity Facilities District to the effect that the Trustee is a national banking association duly organized and validly existing under the laws of the United States having full power and being qualified to enter into, accept and agree to the provisions of the Indenture, and that such document has been duly authorized, executed and delivered by the Trustee, 687
17 and, assuming due execution and delivery by the other parties thereto, constitutes the legal, valid and binding obligation of the Trustee, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights in general and except as such enforceability may be limited by the application of equitable principles if equitable remedies are sought;

15. A certificate of the Community Facilities District dated the Closing Date, in a form acceptable to Bond Counsel and the Underwriter, that the Bonds are not arbitrage bonds within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended;

16. An opinion of Kutak Rock LLP, counsel to the Underwriter (“Underwriter’s Counsel”), dated the date of Closing and addressed to the Underwriter in form and substance acceptable to the Underwriter; and

17. Opinions of counsel to Tri Pointe , dated the date of the Closing, addressed to the Underwriter and the Community Facilities District, in form and substance acceptable to the Underwriter and Bond Counsel;

18. Prior to and in connection with printing and distribution of the Preliminary Official Statement, an executed certificate of Tri Pointe in substantially the form attached hereto as Exhibit C or as such certificate may be modified with the approval of the Underwriter and Disclosure Counsel;

19. A closing certificate of Tri Pointe in the form attached as Appendix A to Tri Pointe’s Certificate attached hereto as Exhibit C or as such closing certificate may be modified with the approval of the Underwriter and Disclosure Counsel;

20. The Developer Continuing Disclosure Certificate executed and delivered by Tri Pointe in substantially the form attached as Appendix G to the Official Statement;

21. A parity certificate executed by the Community Facilities District relating to the issuance of the Bonds as additional parity bonds as required by the Indenture; and

22. Such additional legal opinions, certificates, instruments and other documents as the Underwriter may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the Closing Date, of the material representations and war ranties of the Community Facilities District contained herein, and of the statements and information contained in the Official Statement and the due performance or satisfaction by the Community Facilities District at or prior to the Closing of all agreemen ts then to be performed and all conditions then to be satisfied by the Community Facilities District in connection with the transactions contemplated hereby and by the Indenture and the Official Statement.

If the Community Facilities District shall be unable to satisfy the conditions to the obligations of the Underwriter to purchase, accept delivery of and pay for the Bonds contained in this Purchase Agreement, or if the obligations of the Underwriter to purchase, accept delivery of and pay for the Bonds sh all be terminated for any reason permitted by this Purchase Agreement, this Purchase Agreement shall terminate and neither the Community Facilities District nor the Underwriter shall be under any further obligation hereunder, except that the respective obl igations of the Underwriter and the Community Facilities District set forth in Section 5 hereof shall continue in full force and effect. 688
18 5. Expenses. Whether or not the transactions contemplated by this Purchase Agreement are consummated, the Underwriter shall be under no obligation to pay, and the Community Facilities District shall pay only from the proceeds of the Bonds, or any other legally available funds of the City, or the Community Facilities District, but only as the Community Facilities District and such other party providing such services may agree, all expenses and costs of the Community Facilities District incident to the performance of its obligations in connection with the authorization, execution, sale and delivery of the Bonds to the Underwriter, including, without limitation, printing costs, rating agency fees and charges, initial fees of the Trustee, including fees and disbursements of its counsel, if any, fees and disbursements of Bond Counsel, Disclosure Counsel and other professional advisors employed by the City, costs of preparation, printing, signing, transportation, delivery and safekeeping of the Bonds and for expenses (included in t he expense component of the spread) incurred by the Underwriter on behalf of the City’s employees which are incidental to implementing this Purchase Agreement, including, but not limited to, meals, transportation, lodging, and entertainment of those employees. The Underwriter shall pay all out -of-pocket expenses of the Underwriter, including, without limitation, advertising expenses, the California Debt and Investment Advisory Commission fee, CUSIP Services Bureau charges, regulatory fees imposed on new sec urities issuers and any and all other expenses incurred by the Underwriter in connection with the public offering and distribution of the Bonds, including fees and disbursements of Underwriter’s Counsel. Any m eals in connection with or adjacent to meetings , rating agency presentations, pricing activities or other transaction - related activities shall be considered an expense of the transaction and included in the expense component of the Underwriter’s discount.

6. Notices. Any notice of other communication to be given to the Community Facilities District under this Purchase Agreement may be given by delivering the same in writing to such entity, at the addresses set forth on the cover page hereof ; any notice or other communication to be given to the Underwriter under this Purchase Agreement may be given by delivering the same in writing to Piper Sandler & Co., 2321 Rosecrans Avenue, Suite 3200 , El Segundo, California 90245, Attention: Public Finance.

7. Parties In Interest . This Purchase Agreement is made solely for the benefit of the Community Facilities District and Underwriter (including any successors or assignees of the Underwriter) and no other person shall acquire or have any right hereunder or by virtue hereof.

8. Survival of Representations and Warranties . The representations and warranties of the Community Facilities District under this Purchase Agreement shall not be deemed to have been discharged, satisfied or otherwise rendered void by reason of the Closing and regardless of any investigations made by or on behalf of the Underwriter (or statements as to the results of such investigations) concerning such representations and statements of the Community Facilities District and regardless of delivery of and payment for the Bonds.

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

10. Effective. This Purchase Agreement shall become effective and binding upon the respective parties hereto upon the execution of the acceptance hereof by the Community Facilities District and shall be valid and enforceable as of the time of such acceptance. 689
19 11. No Prior Agreem ents. This Purchase Agreement supersedes and replaces all prior negotiations, agreements and understanding among the parties hereto in relation to the sale of the Bonds by the Community Facilities District.

12. Governing Law. This Purchase Agreement shall be governed by the laws of the State of California.

690
S-1

13. Effective Date. This Purchase Agreement shall become effective and binding upon the respective parties hereto upon the execution of the acceptance hereof by the Community Facilities District and shall be valid and enforceable as of the time of such acceptance.

Very truly yours,
PIPER SANDLER & CO.

By:

Its: Authorized Officer
The foregoing is hereby agreed to and accepted as of the date first above written:

CITY OF LINCOLN COMMUNITY
FACILITIES DISTRICT NO. 2019-1
(INDEPENDENCE AT LINCOLN)
By:

Authorized Officer

Time of Execution: _____________ p.m. California time

691

A-1

EXHIBIT A
CITY OF LINCOLN COMMUNITY FACILITIES DISTRICT NO. 2019-1 (INDEPENDENCE AT LINCOLN)
SPECIAL TAX BONDS, SERIES 2025

MATURITY SCHEDULE
Maturity
(September 1)
Principal
Amount
Interest
Rate Yield Price
10% Test
Satisfied*
10% Test
Not
Satisfied
Subject to
Hold-The-
Offering-Price
Rule
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
20__(T)
20__(T)
20__(T)
20__(T)
_________________
(T) Term Bond.
(C) Priced to optional call at [par] on September 1, 20__. *At the time of execution of this Purchase Agreement and assuming orders are confirmed by the close of the business day immediately following the date of this Purchase Agreement.

692

B-1

EXHIBIT B
$____________
CITY OF LINCOLN COMMUNITY FACILITIES DISTRICT NO. 2019-1 (INDEPENDENCE AT LINCOLN)
SPECIAL TAX BONDS, SERIES 2025

FORM OF ISSUE PRICE CERTIFICATE

The undersigned, on behalf of Piper Sandler & Co. (“Piper Sandler”) hereby certifies as set forth below with respect to the sale and issuance of the above-captioned bonds (the “Bonds”).

1. Sale of the General Rule Maturities . As of the date of this certificate, for each Maturity of the General Rule Maturities, the first price at which at least 1 0% of such Maturity was sold to the Public is the respective price listed in Schedule A.

2. Initial Offering Price of the Hold-the-Offering-Price Maturities. (a) Piper Sandler offered the Hold -the-Offering-Price Maturities to the Public for purchase at the respective initial offering prices listed in Schedule A (the “Initial Offering Prices”) on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule B.
(b) As set forth in th e Bond Purchase Agreement, dated [BPA Date] , by and between Piper Sandler and the City of Lincoln Community Facilities District No. 2019-1 (Independence at Lincoln) (the “District”), Piper Sandler has agreed in writing that, (i) for each Maturity of the Hold- the-Offering-Price Maturities, it would neither offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the “hold -the-offering-price rule”), and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any retail distribution agreement shall contain the agreement of each broker -dealer who is a party to the retail distribution agreement, to comply with the hold -the-offering-price rule. Pursuant to such agreement, no Underwriter (as defined below) has offered or sold any Maturity of the Hold -the-Offering-Price Maturities at a price that is higher than the respective In itial Offering Price for that Maturity of the Bonds during the Holding Period.

3. Defined Terms.
(a) General Rule Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “General Rule Maturities.”
(b) Hold-the-Offering-Price Matur ities means those Maturities of the Bonds listed in Schedule A hereto as the “Hold-the-Offering-Price Maturities.” (c) Holding Period means, with respect to a Hold-the-Offering-Price Maturity, the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date, or (ii) the date on which Piper Sandler has sold at least 10% of such Hold -the-Offering- Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold - the-Offering-Price Maturity.
693

B-2
(d) Issuer means the City of Lincoln Community Facilities District No. 2019-1 (Independence at Lincoln).
(e) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate maturities.
(f) Public means any person (including an individual, t rust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter.

The term “related party” for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (g) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is [BPA Date]. (h) Underwriter means (i) any person that a grees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public).

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

PIPER SANDLER & CO.

By:

Name:

Dated: [Closing Date]
694

B-3

SCHEDULE A

SALE PRICES OF THE GENERAL RULE MATURITIES AND INITIAL OFFERING

PRICES OF THE HOLD-THE-OFFERING-PRICE MATURITIES
[TO BE ATTACHED AT CLOSING]

695

B-4

SCHEDULE B

PRICING WIRE OR EQUIVALENT COMMUNICATION
[TO BE ATTACHED AT CLOSING]

696

C-1

EXHIBIT C

FORM OF HOMEBUILDER CERTIFICATE

CITY OF LINCOLN COMMUNITY FACILITIES DISTRICT NO. 2019-1 (INDEPENDENCE AT LINCOLN)
SPECIAL TAX BONDS, SERIES 2025

CERTIFICATE OF
TRI POINTE HOMES HOLDINGS, INC.

[POS Date]
Piper Sandler & Co.

El Segundo, California

City of Lincoln Community Facilities District No. 2019-1 (Independence at Lincoln)
Lincoln, California
Ladies and Gentlemen:

This Certificate of Tri Pointe Homes Holdings, Inc., a Delaware corporation (the “Certificate”) is delivered to each of you by Tri Pointe Homes Holdings, Inc., a Delaware corporation (the “ Homebuilder”) pursuant to, and in satisfaction of Section 4(F)(18) of that certain Bond Purchase Agreement (the “ Bond P urchase Agreement”) to be executed by and between City of Lincoln Community Facilities District No. 2019 -1 (Independence at Lincoln) (the “ Community Facilities District ”) and Piper Sandler & Co. (the “ Underwriter”) with respect to the City of Lincoln Com munity Facilities District No. 2019-1 (Independence at Lincoln) Special Tax Bonds, Series 2025 (the “ Bonds”). Capitalized terms not otherwise defined herein have the meaning ascribed to them in the Bond Purchase Agreement .

As used herein, the phrase “ Actual Knowledge of the Homebuilder ” shall mean the knowledge that the undersigned has or has obtained through (i) interviews with such current officers and responsible employees of the Homebuilder and its Relevant Entities as the undersigned has determine d are reasonably likely, in the ordinary course of their respective duties, to have knowledge of the matters set forth in this Certificate, and/or (ii) inspection of documents in the possession of the Homebuilder that were reasonably available to the undersigned and which the undersigned has determined are necessary for the undersigned to sign this Certificate. With your permission, the undersigned has not conducted any additional or extraordinary inspection or inquiry other than such inspections and inquir ies as are prudent and customary in connection with the ordinary course of the Homebuilder’s business and operations.

Individuals who are no longer employed by the Homebuilder or its Relevant Entities have not been contacted.
697

C-2
As used herein, “ Relevant Ent ity” means, with respect to the Homebuilder, any other person or entity (i) who directly, or indirectly through one or more intermediaries, is currently controlling, controlled by or under common control with the Homebuilder, and (ii) for whom information, including financial information or operating data, concerning such person or entity is material to an evaluation of the Community Facilities District and investment decision regarding the Bonds (i.e. such person or entity’s assets or funds would materiall y affect the Homebuilder’s ability to develop its Property (defined herein) as described in the Preliminary Official Statement or to pay its Special Taxes on the Property (prior to delinquency) to the extent the responsibility of the Homebuilder.

The under signed certifies that he or she is familiar with the facts herein certified and is authorized and qualified to certify the same as an authorized officer or representative of the Homebuilder, and the undersigned, on behalf of the Homebuilder, further certif ies as follows:

1. The Homebuilder is duly formed, validly existing and in good standing under the laws of the State of Delaware, has the authority to transact business as a foreign corporation in the State of California, and has all requisite corporate right , power, and authority : (i) to execute and deliver the Developer Continuing Disclosure Certificate at Closing (the “Disclosure Certificate”), and perform its obligations thereunder, and (ii) to own and develop the Property as described in the Preliminary O fficial Statement.

2. The Homebuilder agrees to execute at Closing, the Disclosure Certificate substantially in the form attached as part of Appendix G to the Preliminary Official Statement relating to the Bonds (the “ Preliminary Official Statement”), with such additional changes as may be agreed upon by the Homebuilder.

3. To the Actual Knowledge of the Homebuilder, the execution and delivery of the Disclosure Certificate, and the performance by the Homebuilder of its obligations under the Disclosure Certifica te, will not conflict with or constitute a breach of or default under any loans, lines of credit, credit agreements, or other material contractual or financial obligations of the Homebuilder, or any applicable law, regulation, judgment or decree.

4. As set forth in the Preliminary Official Statement, certain property within the Community Facilities District No. is held in the name of the Homebuilder (herein the “Property”).

5. Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge of the Homebuilder, the Homebuilder has not violated any applicable law or administrative rule or regulation of the State of California or the United States of America, or of any department, division, agency or instrumentality of either thereof, whic h violation could reasonably be expected to materially and adversely affect the Homebuilder’s ability to develop the Property as described in the Preliminary Official Statement or to pay the applicable Special Tax due with respect to the Property (to the e xtent the responsibility of the Homebuilder) prior to delinquency.

6. Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge of the Homebuilder, (a) the Homebuilder is not in breach of or in default under any or under any applicab le court or administrative judgment or decree or any loan agreement, line of credit, note, bond, indenture, fiscal agent agreement, development agreement (including 698

C-3
mitigation agreements or joint community facilities agreements) (collectively, the “ Material Agreements”) to which the Homebuilder is a party or is otherwise subject or bound, which breach or default could reasonably be expected to materially and adversely affect the ability of the Homebuilder to perform its obligations under the Disclosure Cert ificate, to develop the Property as described in the Preliminary Official Statement or to pay the applicable Special Tax due with respect to the Property (to the extent the responsibility of the Homebuilder) prior to delinquency and (b) no event has occurr ed and is continuing that with the passage of time or giving of notice, or both, would constitute such a breach of or default under any Material Agreement which could reasonably be expected to materially and adversely affect the ability of the Homebuilder to perform its obligations under the Disclosure Certificate, to develop the Property as described in the Preliminary Official Statement or to pay the applicable Special Tax due with respect to the Property (to the extent the responsibility of the Homebuild er) prior to delinquency.

7. Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge of the Homebuilder, there are no material loans outstanding and unpaid and no material lines of credit of the Homebuilder or its Relevant Entities that are secured by an interest in the Property. To the Actual Knowledge of the Homebuilder, the Homebuilder is not currently in default on any loans, lines of credit or other financial obligation, the result of which could reasonably be expected to mater ially and adversely affect the Homebuilder’s ability to complete the development of the Property as described in the Preliminary Official Statement.

8. To the Actual Knowledge of the Homebuilder, the Homebuilder is not currently delinquent in any material amo unt in the payment of ad valorem property taxes, special assessments or special taxes on the Property. Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge of the Homebuilder, the Homebuilder has not been delinquent in the la st five years in the payment of special assessments or special taxes on property in California owned by the Homebuilder during the period of its ownership included within the boundaries of a community facilities district or assessment district within Calif ornia that caused a draw on a reserve fund relating to such assessment district or community facilities district financing.

9. As of the date hereof, to the Actual Knowledge of the Homebuilder, the statements in the Preliminary Official Statement solely with respect to the Homebuilder, the Property and the proposed development of the Property as described under the captions entitled “PROPERTY OWNERSHIP AND THE DEVELOPMENT — Tri Pointe Development Plan ” and “CONTINUING DISCLOSURE — Developer Continuing Disclosure ” (but, in all cases under all captions excluding (i) information regarding the appraisal, market value ratios and annual special tax ratios, (ii) information which is identified as having been provided by a source other than the Homebuilder, and (iii) inf ormation about valuation, appraisals, market absorption, archaeological or environmental matters), are true and correct in all material respects and do not contain any untrue statement of any material fact or omit to state any material fact necessary to ma ke the statements therein, in the light of the circumstances under which they were made, not misleading.

10. Except as disclosed in the Preliminary Official Statement, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory 699

C-4
agency, or public board or body is pending against the Homebuilder (with proper service of process to the Homebuilder having been accomplished), or to the Actual Knowledge of the Homebuilder, is overtly threatened in writing against the Homebuilder, (i) in any way questioning the due formation and valid existence of the Homebuilder, (ii) in any way seeking to challenge or affect the validity and enforceability of any governmental agreements or approvals necessary for the development of th e Property, or seeking to restrain or enjoin continuation and/or completion of the development of the Property as described in the Preliminary Official Statement, (iii) in any way seeking to invalidate or set aside any material agreement relating to the de velopment of the Property, (iv) in any way seeking to restrain or to enjoin the issuance, sale or delivery of the Bonds, the application of the proceeds thereof in accordance with the Indenture, or the collection or application of the Special Taxes pledged or to be pledged to pay the principal of and interest on the Bonds, or the pledge thereof, (v) in any way contesting or affecting the validity or enforceability of the Bonds, the Resolution or the Indenture, or (vi) in any way contesting the completeness or accuracy of the Preliminary Official Statement, or (vii) in any way contesting the validity or enforceability of the Disclosure Certificate, or the power and authority of the Homebuilder to enter into and perform its obligations under the Disclosure Cer tificate.

11. To the Actual Knowledge of the Homebuilder, the Homebuilder is able to pay its bills as they become due and no legal proceedings are pending against the Homebuilder (with proper service of process to the Homebuilder having been accomplished) or, to the Actual Knowledge of the Homebuilder, overtly threatened in writing, in which the Homebuilder may be adjudicated as bankrupt or discharged from any and all of its debts or obligations, or granted an extension of time to pay its debts or obligations, or be allowed to reorganize or readjust its debts.

12. The Homebuilder covenants that, while the Bonds or any refunding obligations related thereto are outstanding, the Homebuilder and its Relevant Entities which it controls will not bring any action, suit, pr oceeding, inquiry or investigation at law or in equity, before any court, regulatory agency, public board or body which seeks to challenge or overturn the formation or existence of the Community Facilities District, the authorization of the Special Taxes o r the validity of the Bonds or the pledge and assignment of the Special Taxes to secure payment of the Bonds or the proceedings taken for their issuance. The foregoing covenant shall not prevent the Homebuilder from bringing any action, suit, proceeding, i nquiry or investigation at law or in equity, before any court, regulatory agency, public board or body, (a) contending that the Special Taxes have not been levied in accordance with the methodologies contained in the Amended Rate and Method of Apportionmen t of Special Taxes for the Community Facilities District pursuant to which the Special Taxes are levied, (b) with respect to the application or use of the Special Taxes levied and collected, or (c) enforcing the obligations of the Community Facilities District or the City under the formation resolutions or any agreement including without limitation, the Resolution of Formation, the Indenture, the Disclosure Certificate, the Bond Purchase Agreement , or any other agreements between or among the Homebuilder, its Relevant Entities, the Community Facilities District , and/or the City or to which the Homebuilder or its Relevant Entities is a party or beneficiary.

13. To the Actual Knowledge of the Homebuilder, there are no claims, disputes, lawsuits, or actions pending against the Homebuilder (with proper service of process to the 700

C-5
Homebuilder having been accomplished) or overtly threatened in writing against the Homebuilder, nor, to the Actual Knowledge of the Homebuilder, are there any contingent liabilities of, among, by or between the Homebuilder or any Relevant Entity, i n each such case which is reasonably expected to materially and adversely affect the ability of the Homebuilder to develop the Property as described in the Preliminary Official Statement , or, when executed, to comply with its obligations under the Disclosure Certificate.

14. Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge of the Homebuilder, the Homebuilder is not aware of any State of California or federally classified hazardous substances located on the Property and does not believe that such a current liability exists with respect to any portion of the Property owned by the Homebuilder.

15. Except as disclosed in the Preliminary Official Statement, the Homebuilder has not submitted an application for, nor received actual notice of, (a) the formation or authorization of any assessment district or community facilities district which would include any portion of the Property, or (b) the authorization or issuance of any debt secured by a special tax or assessment to be levied on any portion of the Property.

16. Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge of the Homebuilder, the Homebuilder is not aware of any material failures by it to comply in all material respects with previous continuing disclosu re undertakings in a written certificate or agreement executed by it to provide periodic continuing disclosure reports or notices of material events respecting securities offerings in California within the past five years.

17. The Homebuilder agrees to deliver a Closing Certificate dated the date of the Closing Date, in substantially the form attached as Appendix A. If any event related to or affecting the Homebuilder, its Relevant Entities or the development and sale of the Pr operty occurs, as a result of which it is necessary to modify the form or Closing Certificate, the Homebuilder agrees to deliver at the time of issuance of the bonds a new form of Closing Certificate revised to reflect such event.

18. An appraisal of the tax able properties within the Community Facilities District , dated October 3, 2025 (the “Appraisal Report”), with a date of value of September 1, 202 5 (the “Date of Value ”), was prepared by Integra Realty Resources (the “ Appraiser”). The Appraisal Report estimates the market value of the appraised taxable properties within the Community Facilities District as of the Date of Value. To Actual Knowledge of the Homebuilder, all information submitted by, or on behalf of and authorized by, the Homebuilder to the Appraiser and contained in the sections of the Appraisal Report highlighted in yellow or circled in Appendix B attached hereto, was true and correct in all material respects as of the Date of Value.

19. The Homebuilder has received a copy of the Bond Purchase Agreement and acknowledges and agrees that the representations and covenants on its part contained in this Certificate are given as a condition to the issuance of the Bonds by the Community Facilities District and the underwriti ng of the Bonds by the Underwriter, and that the Community Facilities District and the Underwriter would not so issue and so underwrite the Bonds, respectively, without the representations and covenants contained herein. 701

C-6
The undersigned has executed this C ertificate solely in his or her capacity as an authorized officer or representative of the Homebuilder and he or she will have no personal liability, individually or collectively, arising from or relating to this Certificate. Any liability arising from or relating to this Certificate may only be asserted against the Homebuilder.

This Certificate has been executed as of the date first written above.

TRI POINTE HOMES HOLDINGS, INC., a Delaware
corporation

By:

Name:

Title:

702

C-7

APPENDIX A

CITY OF LINCOLN COMMUNITY FACILITIES DISTRICT NO. 2019-1 (INDEPENDENCE AT LINCOLN)
SPECIAL TAX BONDS, SERIES 2025

CLOSING CERTIFICATE OF
TRI POINTE HOMES HOLDINGS, INC.

[Closing Date]
Piper Sandler & Co.

El Segundo, California

City of Lincoln Community Facilities District No. 2019-1 (Independence at Lincoln)
Lincoln, California
Ladies and Gentlemen:

Reference is made to the City of Lincoln Community Facilities District No. 2019-1 (Independence at Lincoln) Special Tax Bonds, Series 2025 (the “ Bonds”) and to the Bond Purchase Agreement (the “ Bond Purchase Agreement ”) executed by and between City of Lincoln Community Facilities District No. 2019-1 (Independence at Lincoln) (the “Community Facilities District ”) and Piper Sandler & Co. (the “ Underwriter”), en tered into in connection therewith. This Closing Certificate of Tri Pointe Homes Holdings, Inc. (the “ Closing Certificate”) is delivered by Tri Pointe Homes Holdings, Inc., a Delaware corporation (the “ Homebuilder”) pursuant to the Bond Purchase Agreement. Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Certificate of Tri Pointe Homes Holdings, Inc. , dated [POS Date] (the “Certificate”), delivered by the Homebuilder.

The undersigned certifies that he or is familiar with the facts herein certified and is authorized and qualified to certify the same as an authorized officer or representative of the Homebuilder, and the undersigned, on behalf of the Homebuilder, further certifies as follows:

1. The Homebuilder has received the final Official Statement relating to the Bonds, dated [BPA Date] (the “Official Statement”). Each statement, representation and warranty made in the Certificate is true and correct in all material respects on and as of the date hereof wit h the same effect as if made on the date hereof, except that all references therein to the Preliminary Official Statement shall be deemed to be references to the Official Statement.

2. To the Actual Knowledge of the Homebuilder, no event has occurred since the date of the Preliminary Official Statement affecting the statements and information contained in the Sections of the Official Statement described in Paragraph 9 of the Certificate relating to the Homebuilder, the Property and the proposed development of the Property, which should be disclosed in the Official Statement for the purposes for which it is to be used in order to make such statements and information contained in the Official Statement not misleading in any material respect.
703

C-8

3. For the period through 25 days after the “ End of the Underwriting Period ” as referenced in Section 3(D) of the Bond Purchase Agreement (provided the Homebuilder may assume the End of the Underwriting Period is the Closing Date (as defined in the Bond Purchase Agreement), unless it receives written notice from the Underwriter that the End of the Underwriting Period is later than the Closing Date), if any event relating to or affecting the Homebuilder, its Relevant Entities, or the development of the Property shall occur a s a result of which it is necessary, in the opinion of the Underwriter or counsel to the Community Facilities District , to amend or supplement the Official Statement in order to make the information under the sections of the Official Statement indicated in Paragraph 9 of the Certificate (and subject to limitations and exclusions contained in Paragraph 9 of the Certificate) not misleading in the light of the circumstances under which they were made, the Homebuilder shall reasonably cooperate with the Community Facilities District and the Underwriter in the preparation of a supplement or amendment to the information described under the sections of the Official Statement indicated in Paragraph 9 of the Certificate (and subject to the limitations and exclusions contained in Paragraph 9 of the Certificate) in form and substance satisfactory to the Underwriter and counsel to the Community Facilities District , which will amend or supplement the Official Statement so that it will not contain an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

4. The Homebuilder has duly executed and delivered the Disclosure Certificate.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

704

C-9
The undersigned has executed this Closing Certificate solely in his or her capacity as an authorized officer or representative of the Homebuilder and he or she will have no personal liability, individually or collectively, arising from or relating to this Closing Certificate. Any liability arising from or relating to this Closing Certificate may only be asserted against the Homebuilder.

This Closing Certificate has been executed as of t he date first written above.

TRI POINTE HOMES HOLDINGS, INC., a Delaware
corporation

By:

Name:

Title:

705

C-10

APPENDIX B

CITY OF LINCOLN COMMUNITY FACILITIES DISTRICT NO. 2019-1 (INDEPENDENCE AT LINCOLN)
SPECIAL TAX BONDS, SERIES 2025

DEVELOPER PROVIDED INFORMATION IN APPRAISAL REPORT

See attached
706
Integra Realty Resources
Sacramento
Appraisal of Real Property
City of Lincoln CFD No. 2019-1 (Independence at Lincoln) Residential Subdivisions
Independence Avenue
Lincoln, Placer County, California 95648
Prepared For:

City of Lincoln
Date of the Report:

October 3, 2025
Report Format:

Appraisal Report
IRR - Sacramento
File Number: 193-2025-0375
707
Subject Photographs

City of Lincoln CFD No. 2019-1 (Independence at Lincoln) Independence Avenue
Lincoln, California
708
Integra Realty Resources 516 Gibson Drive T 916.435.3883 Sacramento Suite 290 F 916.435.4774
Roseville, CA 95678 www.irr.com

October 3, 2025

Nita Wracker
MBA CPA - Finance Director
City of Lincoln
600 Sixth Street
Lincoln, CA 95648

SUBJECT: Market Value Appraisal
City of Lincoln CFD No. 2019-1 (Independence at Lincoln) Independence Avenue
Lincoln, Placer County, California 95648
IRR - Sacramento File No. 193-2025-0375

Dear Ms. Wracker:

Integra Realty Resources – Sacramento is pleased to submit the accompanying appraisal of the referenced property. The purpose of the appraisal is to develop an opinion of the market value, subject to a hypothetical condition, pertaining to the fee simple interest in the property, as well as the aggregate, or cumulative, value of the appraised properties. The client for the assignment is City of Lincoln and the intended use of the report is for bond underwriting purposes.

The City of Lincoln Community Facilities District No. 2019-1 (Independence at Lincoln) (“CFD No. 2019-1”) is generally located along the south line of Nicolaus Road, east of Nelson Lane and west of Lakeside Drive, within the city of Lincoln, Placer County, California. CFD No. 2019-1 is comprised of 591 residential lots within six villages (units). The lot sizes within the communities range from 3,015 to 5,000 square feet. Tri Pointe Homes is the only active homebuilder at the subject, as Richmond American Homes and DR Horton have fully sold out of their respective communities. The details of each unit are shown in the following table.
709
Nita Wracker
City of Lincoln
October 3, 2025

Page 2 ends

Lincoln City CouncilOctober 28, 2025

Lincoln City Council
October 28, 2025