The excess of the stated redemption price at maturity of a Bond over the issue price of a Bond (the first price at which a substantial amount of the Bonds of a maturity is to be sold to the public) constitutes original issue discount. Original issue discount accrues unde r 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 Bond.
Bond Counsel’s opinion as to the exclusion from gross income of interest (and original issue discount) on the 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 Bonds to assure that interest (and original issue discount) on the 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 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 will covenant 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 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 B eneficial 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 Beneficial Owner re alizing a taxable gain when a Bond is sold by the Beneficial Owner for an amount equal to or less (under certain circumstances) than the original cost of the Bond to the Beneficial Owner. Purchasers of the Bonds should consult their own tax advisors as to the treatment, computation and collateral consequences of amortizable Bond premium.
The Internal Revenue Service (the “IRS”) has initiated an expanded program for the auditing of tax - exempt bond issues, including both random and targeted audits. It is possible that the Bonds will be selected for audit by the IRS. It is also possible that the market value of the Bonds might be affected as a result of such an audit of the 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 Bonds to the extent that it adversely affects the exclusion from gross income of interest (and original issue discount) on the Bonds or their market value.
SUBSEQUENT TO THE ISSUANCE OF THE BONDS THERE MIGHT BE FEDERAL, STATE, OR
LOCAL STATUTORY CHANGES (OR JUDICIAL OR REGULATORY CHANGES TO OR
INTERPRETATIONS OF FEDERAL, STATE, OR LOCAL LAW) THAT AFFECT THE FEDERAL, STATE,
OR LOCAL TAX TREATMENT OF THE BONDS INCLUDING THE IMPOSITION OF ADDITIONAL
FEDERAL INCOME OR STATE TAXES BEING IMPOSED ON OWNERS OF TAX-EXEMPT STATE OR 361
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LOCAL OBLIGATIONS, SUCH AS THE BONDS. THESE CHANGES COULD ADVERSELY AFF ECT THE MARKET VALUE OR LIQUIDITY OF THE BONDS. NO ASSURANCE CAN BE GIVEN THAT
SUBSEQUENT TO THE ISSUANCE OF THE 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 BONDS,
ALL POTENTIAL PURCHASERS SHOULD CONSULT THEIR TAX ADVISORS REGARDING
POSSIBLE STATUTORY CHANGES OR JUDICIAL OR REGULATORY CHANGES OR INTERPRETATIONS, AND THEIR COLLATERAL TAX CONSEQUENCES RELATING TO THE 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 Bonds. Bond Counsel has not undertaken to determine, or to inform any person, whether any such actions or eve nts are taken or do occur. The Indenture and the Tax Certificate relating to the 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 Bonds for federal income tax purposes with respect to any 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 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 Bonds and the accrual or receipt of interest (and original issue discount) with respect to the 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 Bonds, all potential purchasers should consult their tax advisors with respect to collateral tax consequences relating to the Bonds.
Should interest on the Bonds (including any original issue discount) become includable in gross income for federal income tax purposes, the 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 Bonds, in substantially the form set forth as Appendix C hereto, will be made available to purchasers of the Bonds at the time of original delivery of the Bonds. Certain legal matters will be passed upon for the City and the District by its 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 undertakes no responsibility to the purchasers of the Bonds for the accuracy, completeness or fairness of this Official Statement.
ABSENCE OF LITIGATION
In connection with the issuance of the 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, p ending or threatened, or any unfavorable decision, ruling or finding, 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 State ment, restrain or enjoin the collection of the Special Taxes, or in any way contest or affect the validity of the Bonds, the Indenture, the Special Taxes, or the transactions described herein. 362
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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 Bonds.
UNDERWRITING
The Bonds are being purchased by Piper Sandler & Co. (the “Underwriter”). The Underwriter has agreed to purchase the Bonds at a price of $__________ (being the $___________ aggregate principal amount of the Bonds, less an Underwriter’s discount of $ ___________, [plus/less] [net] original issue [premium/discount] of $___________). The Bond Purchase Agreement relating to the Bonds provides that the Underwriter will purchase all of the 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 co nditions. The Underwriter’s compensation is contingent upon the successful issuance of the Bonds.
Under certain circumstances, the Underwriter may offer and sell the 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 Counse l and the Trustee are contingent upon the issuance and delivery of the Bonds. From time to time, Stradling Yocca Carlson & Rauth LLP, represents the Underwriter on matters unrelated to the Bonds.
MUNICIPAL ADVISOR
The District has retained PFM Financial Advisors LLC, San Francisco, California, as Municipal Advisor for the sale of the 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, comp leteness 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 Bonds.
The summaries of certain provisions of the 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. 363
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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. 2025-1 (JOINER RANCH EAST)
By:
City Manager of the City of Lincoln
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APPENDIX A
RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX
CITY OF LINCOLN COMMUNITY FACILITIES DISTRICT NO. 2025-1 (JOINER RANCH EAST)
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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. 367
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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. 368
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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 d irectly comparable to the employment data found in this Appendix B.
Source: State of California, Employment Development Department, March 2023 Benchmark. 369
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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, 370
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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 2016 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. 371
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APPENDIX C
FORM OF OPINION OF BOND COUNSEL
Upon issuance of the 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. 2025-1 (Joiner Ranch East) Lincoln, California
Re: $_____ City of Lincoln Community Facilities District No. 2025-1 (Joiner Ranch East) 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. 2025-1 (Joiner Ranch East) (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 t o 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 November 18, 2025 (the “Resolution”), and a Bond Indenture (the “Indentur e”) dated as of December 1, 2025, 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 California 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 on individu als; 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 mus t 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 requirements of the C ode 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 December 1, 2025 is executed and delivered by City of Lincoln Community Facilities District No. 2025-1 (Joiner Ranch East) (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 November 18, 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 (the “Indenture”), 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 executed 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 (includin g 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, Goodwin Consulting Group , Inc. , 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 Community Facilities District No. 2025-1 (Joiner Ranch East). “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. “Listed Events” shall mean any of the events listed in Section 5 of this Disclosure Certificate. 377
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“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 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 C ouncil pursuant to which the City Council formed the District.
“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 Di ssemination 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 District 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 of 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 obligation to review such Annual Report.
(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 378
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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 the 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 sta tements, 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 each 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 3 in the Official Statement; provided that such u pdate need not include overlapping special tax, assessment or general obligation indebtedness; and (vii) the status of any foreclosure actions being pursued by the District with respect to delinquent Special Taxes within the District.
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(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 Commissio n. 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 bu t subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the obligated person.
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.
(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;
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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 Certif icate 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 Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. I f 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 o r engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent, if other th an 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 Goodwin Consulting Group, Inc. 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 agre ement 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 amende d or waived would, in the opinion of a nationally recognized bond counsel, have 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 o f the District, materially impair the interests of the Owners or Beneficial Owners of the Bonds.
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(b) To the extent any amendment to this Disclosure Certificate results in a change 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 discussion 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 deemed 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 occurrence 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 t o 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 act ing 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 indemnify and save the Dissemination Agent and its officers, directors, employees a nd 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, including 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 Dissemination 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 ac tion against the Dissemination Agent seeking any remedy other than to compel specific performance of this Disclosure Certificate. The Dissemination Agent shall not be liable under any circumstances for monetary damages to any person for any breach under this Disclosure Certificate. 382
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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. 2025-1 (Joiner Ranch East) 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 Disclosure 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. 2025-1 (JOINER RANCH EAST)
By:
Finance Director
Disclosure Representative
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APPENDIX G
FORMS OF DEVELOPER CONTINUING DISCLOSURE CERTIFICATES
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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 and the Underwriter believe to be reliable, but neither the District 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 Bonds, payment of principal, premium, if any, accreted value and interest on the Bonds to DTC Participants o r Beneficial Owners, confirmation and transfers of beneficial ownership interests in the 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 Bonds.
The Bonds will be issued as fully -registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully registered bond will be issued for each annual maturity of the 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 Uni form 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 transac tions in deposited securities, through electronic computerized book -entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and no n-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 Bon ds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC’s records. The ownership interest of each actual purchaser of each Bond (“Beneficial Owner”) is in turn to be recorded on the Direct a nd 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 sta tements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Bonds, except in the event that use of the book-entry system for the Bonds is discontinued.
To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and thei r registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 385
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Conveyance of notices and other communic ations 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 requirement s as may be in effect from time to time.
Beneficial Owners of Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendme nts to the Bond documents. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them.
Redemption notices shall be sent to DTC. If less than all of the Bonds within a maturity are being redeemed, DTC’s practice is to determi ne by lot the amount of the interest of each Direct Participant in such maturity to be redeemed.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Bonds unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the 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 accounts Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).
Redemption proceeds, distributions, and dividend payments on the Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized represe ntative 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 re cords. 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 disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.
A Bond Owner shall give notice to elect to have its Bonds purchased or tendered, through its DTC Participant, to the Trustee, and shall effect delivery of such Bonds by causing the Direct Participant to transfer the DTC Participant’s interest in the Bonds, on DTC’s records, to the Trustee. The requirement for physical delivery of Bonds in connection with an optional tender or a mandatory purchase will be deemed satisfied when the ownership rights in the Bonds are transferred by Direct Participants on DTC’s records and followed by a book -entry credit of tendered Bonds to the Trustee’s DTC account.
DTC may discontinue providing its services as depository with respect to the 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 t o discontinue use of the system of book -entry only transfers through DTC (or a successor securities depository). In that event, bonds will be printed and delivered to DTC.
THE TRUSTEE, AS LONG AS A BOOK -ENTRY ONLY SYSTEM IS USED FOR THE 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 BONDS CALLED FOR REDEMPTION OR OF ANY OTHER ACTION PREMISED ON SUCH NOTICE. 386
$____________
CITY OF LINCOLN COMMUNITY FACILITIES DISTRICT NO. 2025-1 (JOINER RANCH EAST)
SPECIAL TAX BONDS, SERIES 2025
BOND PURCHASE AGREEMENT
________, 2025
City of Lincoln
Community Facilities District No. 2025-1
(Joiner Ranch East)
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. 2025-1 (Joiner Ranch East) (the “Community Facilities District”), which upon acceptance will be binding 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 th e obligations imposed upon them under this 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, 202 5 (the “Indenture”), 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 forth 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. 2025-1 (Joiner Ranch Eas t) 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 reserves 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. The Bonds may be offered and sold to certain dealers at prices lower than such initia l 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 as 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 Resolution of Issuance”) adopted on ________, 2025.
The proceeds of the Bonds will be used to: (i) finance certain public improvements needed with respect to the development of property located within the Community Facilities District to be owned by the City; (ii) fund an escrow fund with respect to Escrow Term Bonds (as defined in the Official Statement referenced below) which includes amounts for capitalized interest on the Escrow Term Bonds through _____ 1, 20__, (iii) fund a reserve subaccount for the Bonds; (iv) pay capitalized interest on the Bonds which are not Escrow Term Bonds through September 1, 2026; and (v) 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”).
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 herein, 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 or 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 with respect to the of fering 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 Fa cilities District has consulted with their own legal, financial and other 388
3 advisors to the extent they have deemed appropriate in connection with this transaction. The Community Facilities District acknowledges that it has previously provided the Underwrite r 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 Financial 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 authorization of the Comm unity 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 execute a final officia l 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 Stradling 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 Community Facilities Dist rict 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 connection 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 this undertaking is set forth in the Preliminary Official Statement and will also be set forth in the O fficial Statement.
D. Except as the Underwriter and the Community Facilities District may otherwise agree, the Community Facilities District will deliver to the 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. 389
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 Facilities 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 forth 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 the Community Facili ties 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 maturity 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 satisfied (assuming ord ers 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 f orth 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 o ffering 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:
(i) any selling group agreement and any third -party distribution agreement relating to the initial sale of th e Bonds to the public, together with the related pricing wires, contains or will 390
5 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 notified by the Und erwriter 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) to 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 underwriter participa ting 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 submitted 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 sells to the public th e 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:
1. “public” means any person other than an underwriter or a related party; 391
6 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 membe r 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 purchaser 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 ownership of their c apital 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 the date of executi on 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 Counc il (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 property 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 collectively 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 Community Facilities District is duly organized and vali dly 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, power and authority: (i) to execute, deliver and per form 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 and 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.
392
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, have 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 any, 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 Facilities 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 D.R. Horton and the Master Developer (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 u ntrue 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 up 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 advise 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 Community Facilities District will advise the Under writer 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, sale 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 s ale to the public. Unless the Underwriter gives notice to the contrary, the End of the Underwriting Period shall be deemed to be the Closing Date. Any notice delivered pursuant to this provision shall be written notice delivered to the 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 depa rtment, 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 Facilit ies District is a party or is otherwise subject or bound, and the 393
8 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 perform ance of the conditions precedent to be performed by the Community Facilities District pursuant to this Purchase Agreement.
F. Except as may be required under 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 precedent to be performed by the Community Facilities District pursuant to this Purchase Agreement, have be en 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 Documents 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 covena nt in the Indenture to levy the Special Taxes within the Community Facilities District in an amount which, together with other available funds, is required 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 Special 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 Facilities 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 District referred to in paragraph (I) hereof.
K. The Preliminary Official Statement was deemed final by a duly au thorized 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 sufficient 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 delivered 394
9 to the Underwriter in sufficient quantity to comply 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, at law or in equity, before or by any court, government agency, public board or body (collectively and indi vidually, an “ Action”) pending (notice of which has been served on the Community Facilities District) or to the best knowledge of the Community Facilities 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, contests 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 pa rt 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 c hange relating to the financial condition of the Community Facilities District; or (iv) contests the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or asserts that the Prelimi nary 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 authorized 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 Facilities District will have duly authorized, executed and delivered the Continuing Disclosure Certificate in su bstantially the form attached as Appendix F to the Official Statement. Based upon a review of its previous undertakings, and except as disclosed in the 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 events 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 then 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.
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.
395
10 The Community Faciliti es District hereby approves the preparation and distribution of the Official Statement, consisting of the Preliminary Official Statement with such changes as are noted thereon and as may be made thereto, with the approval of Bond Counsel, Disclosure Counse l 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 th e 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 pa y 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 representations 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 D.R. Horton CA2, Inc., a California corporation (“D.R. Horton”) and JEN California 24 LLC, a California limited liability company (the “Master Developer”) contained in the certificates delivered prior to or 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 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 C ity 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 regulation of the Stat e 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, indenture, 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.
C. At the Closing 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 rule or regula tion 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 396
11 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, 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 const itute 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 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 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 supplement 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 behalf 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, 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 o f 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 397
12 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 and 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 Offi cial Statement, or has the effect that the Preliminary Official Statement or the Official Statement contains 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 which they were made, not misleading and, in either such event, the Community Facilities District refuses to permit the Official Statement to be supplemented to supply such statement or information, or the effect of the Official St atement 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
398
13 10. A general banking moratorium shall have been declared by federa l or State authorities having jurisdiction and be in force; or
11. A material disruption in securities settlement, 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 ot her 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 gover nmental agency having jurisdiction of the subject matter shall have been issued or made, to the effect that the issuance, offering or sale of the Bonds, including the underlying obligations as contemplated by this Purchase Agreement or by the Official Stat ement, or any document relating to the issuance, offering or sale of the Bonds, is or would be in violation 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 Commission 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 satisfactory 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 Community 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;
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 obl igations 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 399
14 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 auth orized, executed and delivered by the Community Facilities District and, assuming due authorization, execution and delivery by the other parties thereto, as applicable, constitutes the legal, valid and binding obligations of the Community Facilities Distri ct and are enforceable in accordance with their terms, except to the extent that enforceability may be limited 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 limitations on legal remedies against public agencies in the State; (ii) the Bonds are not subject to the registration requirements of the Securities Act of 193 3, 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 BONDS” (other than the caption “Debt Service Sche dule”), “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 Counsel, dated the Closing Date and addressed to the Community Facilities District and to the Underwriter, to the effect that, without having undertaken to determ ine 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 therein 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 n eed 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 D.R. Horton and the Master Developer with continuing disclosure undertakings under the Rule or about DTC or the book-entry-only system);
8. A certificate dated the Closing Date and signed by an authorized representative of the Community Facilities District 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 400
15 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 Closing 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 Resolutions 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 delivered 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 bankruptcy, 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 b ody 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 Community Facilities District Documents or restrain or enjoin the repayment of the Bonds or in any way contest or affect the validity of t he Community Facilities District Documents or contest the authority of the Community Facilities District to enter into or perform 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 manner the right or ability of the Community Facilities District to collect the Special Taxes or pledge the Net Taxes levied within t he Community Facilities District for the repayment of the Bonds;
10. A certificate dated the Closing Date from NBS to the effect that: (i) that the Special Taxes, if levied in accordance with the Rate and Method (as defined in 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 Rate and Method on the Closing Date, after payment of annual Administrativ e 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 payable from such Special Taxes assuming the debt service 401
16 schedule shown in the Official Statement is true and correct ; and (ii i) the statements in the Official Statement provided by NBS concerning Special Taxes in the Community Facilities District 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 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 state 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 duties under the In denture; (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, authorization 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 wit h, 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 Community Facilitie s 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, an d that such document has been duly authorized, executed and delivered by the Trustee, 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; 402
17 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 D.R. Horton , date d 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. Opinions of counsel to the Master Developer , dated the date of the Closing, addressed to th e Underwriter and the Community Facilities District, in form and substance acceptable to the Underwriter and Bond Counsel;
19. Prior to and in connection with printing and distribution of the Preliminary Official Statement, an executed certificate of D.R. Hort on 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;
20. Prior to and in connection with printing and distribution of the Preliminary Official Statement, a n executed certificate of the Master Developer 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
21. A closing certificate of D.R. Horton in the form attached as Appendix A to D.R. Horton ’s Certificate attached hereto as Exhibit C or as such closing certificate may be modified with the approval of the Underwriter and Disclosure Counsel;
22. A closing certificate of the Master Developer in the form attached as Appendix A to the Master Developer ’s Certificate attached hereto as Exhibit C or as such closing certificate may be modified with the approval of the Underwriter and Disclosure Counsel;
23. The Developer Continuing Disclosure Certificate executed and delivered by D.R. Horton in substantially the form attached as Appendix G to the Official Statement;
24. The Developer Continuing Disclosure Certificate executed and delivered by the Master Developer in substantially the form attached as Appendix G to the Official Statement; and
25. 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 warranties 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 Facil ities District at or prior to the Closing of all agreements 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 403
18 Bonds shall 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 obligations of the Underwriter and the Community Facilities District set forth in Section 5 hereof shall continue in full force and effect.
5. Expenses. Whether or not the transactions contemplated by thi s 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 the 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 securities 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 9 0245, Attention: Public Finance.
7. Parties In Interest . This Purchase Agreement is made solely for the benefit of the Community Facilities Dis trict 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. 404
19 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.
11. No Prior Agreements . This Purchase Agreement supersedes and r eplaces 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.
405
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. 2025-1
(JOINER RANCH EAST)
By:
Authorized Officer
Time of Execution: _____________ p.m. California time
406
A-1
EXHIBIT A
CITY OF LINCOLN COMMUNITY FACILITIES DISTRICT NO. 2025-1 (JOINER RANCH EAST)
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.
(ET) Escrow 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.
407
B-1
EXHIBIT B
$____________
CITY OF LINCOLN COMMUNITY FACILITIES DISTRICT NO. 2025-1 (JOINER RANCH EAST)
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 10% of such Maturity was sold to the Public is the respective price listed in Schedule A.
2. Initial Offering Price of the Hold-the-Offering-Price Maturities. (a) 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 the Bond Purchase Agreement, dated [BPA Date], by and between Piper Sandler and the City of Lincoln Community Facilities District No. 2025-1 (Joiner Ranch East ) (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”), a nd (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 Initial Offering Pric e for that Maturity of the Bonds during the Holding Period.
3. Defined Terms.
(a) General Rule Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “General Rule Maturities.”
(b) Hold-the-Offering-Price Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “Hold-the-Offering-Price Maturities.” (c) Holding Period means, with respect to a Hold-the-Offering-Price Maturity, the period starting on the Sale Date and ending on the earlier of (i ) the close of the fifth business day after the Sale Date, 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.
408
B-2
(d) Issuer means the City of Lincoln Community Facilities District No. 2025-1 (Joiner Ranch East).
(e) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturit y date but different stated interest rates, are treated as separate maturities.
(f) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter.
The term “related party” for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (g) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is [BPA Date]. (h) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agree s 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 specifica lly 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]
409
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]
410
B-4
SCHEDULE B
PRICING WIRE OR EQUIVALENT COMMUNICATION
[TO BE ATTACHED AT CLOSING]
411
C-1
EXHIBIT C
FORM OF DEVELOPER CERTIFICATE
CITY OF LINCOLN COMMUNITY FACILITIES DISTRICT NO. 2025-1 (JOINER RANCH EAST)
SPECIAL TAX BONDS, SERIES 2025
CERTIFICATE OF
[D.R. HORTON CA2, INC.] [JEN CALIFORNIA 24 LLC]
[POS Date]
Piper Sandler & Co.
El Segundo, California
City of Lincoln Community Facilities District No. 2025-1 (Joiner Ranch East)
Lincoln, California
Ladies and Gentlemen:
This Certificate of [D.R. Horton CA2, Inc., a California corporation] [JEN California 24 LLC, a California limited liability company] (the “Certificate”) is delivered to each of you by [D.R. Horton CA2, Inc., a California corporation] [JEN California 24 LLC, a California limited li ability company] (the “Developer”) pursuant to, and in satisfaction of Section 4(F)[(19)][20] of that certain Bond Purchase Agreement (the “Bond Purchase Agreement”) to be executed by and between City of Lincoln Community Facilities District No. 2025-1 (Joiner Ranch East ) (the “ Community Facilities District”) and Piper Sandler & Co. (the “ Underwriter”) with respect to the City of Lincoln Community Facilities District No. 2025-1 (Joiner Ranch East) 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 Developer” shall mean the knowledge that the undersigned has or has obtained through (i) interviews with such current officers and responsible employees of the Developer and its Relevant Entities as the undersigned has determined are reasonably likely, in the ordin ary 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 Developer that were reasonably available to the undersigned and which the undersigned has de termined 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 inquiries as are prudent and customary in con nection with the ordinary course of the Developer’s business and operations. Individuals who are no longer employed by the Developer or its Relevant Entities have not been contacted. 412
C-2
As used herein, “Relevant Entity” means, with respect to the Developer, 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 Developer, and (ii) for whom information, including financial information or operating d ata, 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 materially affect the Developer’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 Developer.
The undersigned certifies that he or she is familiar with th e facts herein certified and is authorized and qualified to certify the same as an authorized officer or representative of the Developer, and the undersigned, on behalf of the Developer, further certifies as follows:
1. The Developer is duly formed, validly e xisting and in good standing under the laws of the State of California, and has all requisite [corporate] [limited liability company] 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 Official Statement.
2. The Developer 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 Developer.
3. To the Actual Knowledge of the Developer, the execution and delivery of the Disclosure Certificate, and the performance by the Developer of its obligations under the Disclosure Certificate, 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 Developer, or any applicable law, regulation, judgment or decree.
4. As set forth in the Preliminary Official Statement, certain property within the Community Facilities District is held in the name of the Developer (herein the “Property”).
5. Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge of the Developer, the Developer has not violated any applicable law or administrative rule or regulation of the State of California or th e United States of America, or of any department, division, agency or instrumentality of either thereof, which violation could reasonably be expected to materially and adversely affect the Developer’s ability to develop the Property as described in the Pre liminary Official Statement or to pay the applicable Special Tax due with respect to the Property (to the extent the responsibility of the Developer) prior to delinquency.
6. Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge of the Developer, (a) the Developer is not in breach of or in default under any or under any applicable court or administrative judgment or decree or any loan agreement, line of credit, note, bond, indenture, fiscal agent agreement, development agreement (including mitigation agreements or joint community facilities agreements) (collectively, the “ Material Agreements”) to which the Developer is a party or is otherwise subject or bound, which breach 413
C-3
or default could reasonably be expected to materially and adversely affect the ability of the Developer 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 Developer) prior to delinquency and (b) no event has occurred 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 Developer to perform its obligations under the Disclosure Certificate, to develop the Property as described in the Preliminary Official Statement or to pay the applicable S pecial Tax due with respect to the Property (to the extent the responsibility of the Developer) prior to delinquency.
7. Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge of the Developer, there are no material loans outstanding and unpaid and no material lines of credit of the Developer or its Relevant Entities that are secured by an interest in the Property. To the Actual Knowledge of the Developer, the Developer is not currently in default on any loans, lines of credit or o ther financial obligation, the result of which could reasonably be expected to materially and adversely affect the Developer’s ability to complete the development of the Property as described in the Preliminary Official Statement.
8. To the Actual Knowledge o f the Developer, the Developer is not currently delinquent in any material amount 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 K nowledge of the Developer, the Developer has not been delinquent in the last five years in the payment of special assessments or special taxes on property in California owned by the Developer during the period of its ownership included within the boundarie s of a community facilities district or assessment district within California 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 Developer, the statements in the Preliminary Official Statement solely with respect to the Developer, the Property and the proposed development of the Property as described under the captions entitled “P ROPERTY OWNERSHIP AND THE DEVELOPMENT — [The Master Develope r] [D.R. Horton] ” and “CONTINUING DISCLOSURE — Developer Continuing Disclosure – [Master Developer’s Prior Continuing Disclosure Compliance ] [ D.R. Horton’s Prior Continuing Disclosure Compliance]” (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 Developer, and (iii) infor mation 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 make 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 c ourt, regulatory agency, or public board or body is pending against the Developer (with proper service of process to the Developer having been accomplished), or to the Actual Knowledge of the Developer, is overtly threatened in writing against the Developer, (i) in any way questioning the due formation and valid existence of the Developer, (ii) in any way seeking to challenge or affect the validity 414
C-4
and enforceability of any governmental agreements or approvals necessary for the development of the 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 development 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 D isclosure Certificate, or the power and authority of the Developer to enter into and perform its obligations under the Disclosure Certificate.
11. To the Actual Knowledge of the Developer, the Developer is able to pay its bills as they become due and no legal proceedings are pending against the Developer (with proper service of process to the Developer having been accomplished) or, to the Actual Knowledge of the Developer, overtly threatened in writing, in which the Developer may be adjudicated as bankrupt or d ischarged 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 Developer covenants that, while the Bonds or any refunding obligations related thereto are outstanding, the Developer and its Relevant Entities which it controls will not bring any action, suit, proceeding, 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 or 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 t heir issuance. The foregoing covenant shall not prevent the Developer from bringing any action, suit, proceeding, inquiry 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 Rate and Method of Apportionment 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 Developer, its Relevant Entities, the Community Facilities District, a nd/or the City or to which the Developer or its Relevant Entities is a party or beneficiary.
13. To the Actual Knowledge of the Developer, there are no claims, disputes, lawsuits, or actions pending against the Developer (with proper service of process to the Developer having been accomplished) or overtly threatened in writing against the Developer, nor, to the Actual Knowledge of the Developer, are there any contingent liabilities of, among, by or between the Developer or any Relevant Entity, in each such case which is reasonably expected to materially and adversely affect the ability of the Developer to develop the Property as described in the Preliminary Official Statement , or, when executed, to comply with its obligations under the Disclosure Certificate.
415
C-5
14. Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge of the Developer, the Developer 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 Developer.
15. Except as disclosed in the Preliminary Official Statement, the Developer 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 Developer, the Developer is not aware of any material failures by it to comply in all material respects with previous continuing disclosure 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 Developer 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 Developer, its Relevant Entities or the development and sale of the Property occurs, as a result of which it is necessary to modify the form or Closing Certificate, the Developer 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 taxable properties within the Community Facilities District, dated October 13, 2025 (the “Appraisal Report”), with a date of value of October 1, 2025 (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 Developer, all information submitted by, or on behalf of and authorized by, the Developer 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 Developer 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 underwriting 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.
The undersigned has executed this Certi ficate solely in his or her capacity as an authorized officer or representative of the Developer and he or she will have no personal liability, individually or collectively, arising from or relating to this Certificate. Any liability arising from or relat ing to this Certificate may only be asserted against the Developer.
This Certificate has been executed as of the date first written above. 416
C-6
[D.R. HORTON CA2, INC., a California
corporation] [JEN CALIFORNIA 24 LLC, a
California limited liability company]
By:
Name:
Title:
417
C-7
APPENDIX A
CITY OF LINCOLN COMMUNITY FACILITIES DISTRICT NO. 2025-1 (JOINER RANCH EAST)
SPECIAL TAX BONDS, SERIES 2025
CLOSING CERTIFICATE OF
[D.R. HORTON CA2, INC.] [JEN CALIFORNIA 24 LLC]
[Closing Date]
Piper Sandler & Co.
El Segundo, California
City of Lincoln Community Facilities District No. 2025-1 (Joiner Ranch East)
Lincoln, California
Ladies and Gentlemen:
Reference is made to the City of Lincoln Community Facilities District No. 2025-1 (Joiner Ranch East) 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. 2025-1 (Joiner Ranch East ) (the “ Community Facilities District ”) and Piper Sandler & Co. (the “ Underwriter”), entered into in connection therewith. This Closing Certificate of [D.R. Horton CA2, Inc.] [JEN California 24 LLC] (the “ Closing Certificate ”) is delivered by [D.R. Horton CA2, Inc., a California corporation] [JEN California 24 LLC, a California limited liability company] (the “Developer”) pursuant to the Bond Purchase Agreement. Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Certificate of [D.R. Horton CA2, Inc.] [JEN California 24 LLC], dated [POS Date] (the “Certificate”), delivered by the Developer.
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 Developer, and the undersigned, on behalf of the Developer, further certifies as follows:
1. The Developer 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 with 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 Developer, 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 Developer, 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. 418
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 Developer 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 Developer, its Relevant Entities, or the development of the Property shall occur as 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 Offic ial 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 Developer 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 lim itations 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 Developer has duly executed and delivered the Disclosure Certificate.
[Remainder of Page Intentionally Left Blank; Signature Page Follows]
419
C-9
The undersigned has executed this Closing Certificate solely in his or her capacity as an authorized officer or representative of the Developer 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 Developer.
This Closing Certificate has been executed as of the date first written above.
[D.R. HORTON CA2, INC., a California
corporation] [JEN CALIFORNIA 24 LLC, a
California limited liability company]
By:
Name:
Title:
420
C-10
APPENDIX B
CITY OF LINCOLN COMMUNITY FACILITIES DISTRICT NO. 2025-1 (JOINER RANCH EAST)
SPECIAL TAX BONDS, SERIES 2025
DEVELOPER PROVIDED INFORMATION IN APPRAISAL REPORT
See attached
421
Integra Realty Resources
Sacramento
Appraisal of Real Property
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
Residential Subdivision
SEC of Nicolaus Road & Joiner Parkway
Lincoln, Placer County, California 95648
Prepared For:
City of Lincoln
Date of the Report:
October 13, 2025
Report Format:
Appraisal Report
IRR - Sacramento
File Number: 193-2025-0374
422
Subject Photographs
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
SEC of Nicolaus Road & Joiner Parkway
Lincoln, California
423
Integra Realty Resources 516 Gibson Drive T 916.435.3883 Sacramento Suite 290 F 916.435.4774
Roseville, CA 95678 www.irr.com
October 13, 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. 2025-1 (Joiner Ranch East)
SEC of Nicolaus Road & Joiner Parkway
Lincoln, Placer County, California 95648
IRR - Sacramento File No. 193-2025-0374
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. 2025-1 (Joiner Ranch East) (“CFD No. 2025-1”) is generally located at the southeast corner of Nicolaus Road and Joiner Parkway, within the city of Lincoln, Placer County, California. CFD No. 2025-1 is comprised of 198 residential lots with a typical lot size of 3,600 square feet and is being developed by DR Horton. The subject offers four floor plans ranging in size from 1,547 to 2,311 square feet in a community called Jasper by DR Horton. As of the effective date of value, October 1, 2025, the subject consists of partially-improved lots, finished lots, homes under construction, and completed homes. A more detailed legal and physical description of the subject property is contained within the attached report.
The appraisal conforms to the Uniform Standards of Professional Appraisal Practice (USPAP), the Code of Professional Ethics and Standards of Professional Practice of the Appraisal Institute, and applicable state appraisal regulations. The Appraisal Report is also prepared in 424
Nita Wracker
City of Lincoln
October 13, 2025
accordance with the Appraisal Standards for Land Secured Financing published by the California Debt and Investment Advisory Commission (CDIAC) (2004).
Standards Rule 2-2 (Content of a Real Property Appraisal Report) contained in the Uniform Standards of Professional Appraisal Practice (USPAP) requires each written real property appraisal report to be prepared as either an Appraisal Report or a Restricted Appraisal Report. This report is prepared as an Appraisal Report as defined by USPAP under Standards Rule 2-2(a), and incorporates practical explanation of the data, reasoning, and analysis that were used to develop the opinion of value.
Based on the valuation analysis in the accompanying Appraisal Report, and subject to the hypothetical condition, definitions, assumptions, and limiting conditions expressed in the report, the concluded opinions of value, as of the date of value, October 1, 2025, is as follows:
Market Value by Component
Lots/Parcels
/Homes
Lot/Home
Value
Remaining Site
Development Costs
Permits and
Fees
Value per
Component Market Value (Rd.)
DR Horton CA2 Inc. (Jasper-Lincoln L.P.)
Finished Lots 64 $195,000 - - $195,000 $12,480,000
Homes Under Construction 26 $195,000 - $52,100 $247,100 $6,425,000 Completed Homes 10 $480,000 - - $480,000 $4,800,000 (Not-Less-Than) Aggregate Value - DR Horton CA2 Inc. (Jasper-Lincoln L.P.) 100 $23,705,000 JEN California 24 LL C
Partially-Improved Lots 97 $195,000 ($5,627) - $189,373 $18,369,000 Bulk Market Value - JEN California 24 LLC 97 $18,369,000 Individual Homeowner
Completed Homes 1 $480,000 - - $480,000 $480,000 (Not-Less-Than) Market Value - Individual Homeowner 1 $480,000
Aggregate Value, subject to a hypothetical condition 198 $42,554,000
Extraordinary Assumptions and Hypothetical Conditions
(None)
1. The value derived herein is based on the hypothetical condition that certain impact fees and public improvements to be reimbursed by the CFD No. 2025-1 Revenue Bonds, Series 2025, have been paid.
The use of any extraordi nary assumpti on or hypotheti cal condi ti on may have affected the assi gnment resul ts.
The value conclusions are based on the following hypothetical conditions. A hypothetical condition is a condition, directly related to a specific assignment, which is contrary to what is known by the appraiser to exist on the effecti ve date of the assi gnment resul ts, but i s used for the purpose of anal ys i s.
The val ue concl usi ons are subject to the fol l owi ng extraordi nary assumpti ons. An extraordi nary assumpti on i s an assignment-specific assumption as of the effective date regarding uncertain information used in an analysis which, if found to be false, could alter the appraiser’s opinions or conclusions.
The opinions of value represent a "not-less-than" value due to the fact we were requested to provide a market value for the smallest floor plan within the community improved with a completed home without a complete assessed improvement value reflected on the County of Placer Assessor's Tax Roll.
425
Nita Wracker
City of Lincoln
October 13, 2025
If you have any questions or comments, please contact the undersigned. Thank you for the opportunity to be of service.
Respectfully submitted,
Integra Realty Resources - Sacramento
Blake Fassler
California Certified General Real Estate
Appraiser #3007274
Telephone: 916-435-3883
Email: [email protected]
Kevin Ziegenmeyer, MAI
California Certified General Real Estate
Appraiser #AG013567
Telephone: 916.435.3883, ext. 224
Email: [email protected]
Noah Kauffman, MAI, R/W-AC
California Certified General Real Estate
Appraiser #3004618
Telephone: 916.302.2305
Email: [email protected]
426
Table of Contents
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
Executive Summary 1
Identification of the Appraisal Problem 2
Subject Description 2
Sale History 2
Pending Transactions 3
Appraisal Purpose 3
Value Type Definitions 3
Property Rights Definitions 3
Client and Intended User(s) 4
Intended Use 4
Applicable Requirements 4
Report Format 4
Prior Services 4
Appraiser Competency 5
Scope of Work 6
Economic Analysis 8
Placer County Area Analysis 8
Surrounding Area Analysis 17
Residential Market Analysis 22
Property Analysis 29
Land Description and Analysis 29
Proposed Improvements Description 38
Real Estate Taxes 42
Highest and Best Use 43
Valuation 45
Valuation Methodology 45
Market Valuation – Floor Plans 46
Sales Comparison Approach 54
Land Residual Analysis 62
Reconciliation of Lot Value 69
Market Value by Ownership 70
Exposure Time 71
Marketing Time 71
Certification 72
Assumptions and Limiting Conditions 74
Addenda
A. Appraiser Qualifications
B. Definitions
C. Preliminary Title Report
D. Comparable Data
Land Sales
427
Executive Summary 1
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
Executive Summary
Property Name
Address
Property Type
Owner of Record
Tax ID
Land Area 26.78 acres; 1,166,580 SF
Zoning Designation
Highest and Best Use
Exposure Time; Marketing Period 9-12 months; 9-12 months Effecti ve Date of the Apprai sal October 1, 2025
Date of the Report October 13, 2025
Property Interest A ppraised
Value Conclusion
Value Type & Appraisal Premise Interest Appraised Date of Value Value Conclusion Aggregate Val ue, subj ect to a hypotheti cal condi ti on Fee Si mpl e October 1, 2025 $42,554,000 The val ues reported above are subj ect to the defi ni ti ons, as sumpti ons , and l i mi ti ng condi ti ons set forth i n the accompanyi ng report of which this summary is a part. No party other than City of Lincoln and its associated finance team may use or rely on the information, opinions, and conclusions contained in the report. It is assumed that the users of the report have read the entire report, including all of the definitions, assumptions, and limiting conditions contained therein.
Residential use
Fee Si mpl e
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
PD-MDR, Planned Development - Medium Density Residential SEC of Nicolaus Road & Joiner Parkway
Lincoln, Placer County, California 95648
Land - Single Family Development Land
DR Horton CA2 Inc., Jasper-Lincoln L.P., JEN California 24 LLC, and an Individual Homeowner
009-410-001 through -114 and 009-420-001 through -084
Extraordinary Assumptions and Hypothetical Conditions
(None)
1. The value derived herein is based on the hypothetical condition that certain impact fees and public improvements to be reimbursed by the CFD No. 2025-1 Revenue Bonds, Series 2025, have been paid.
The use of any extraordi nary assumpti on or hypotheti cal condi ti on may have affected the assi gnment resul ts.
The value conclusions are based on the following hypothetical conditions. A hypothetical condition is a condition, dire ctly re late d to a spe cific assignm e nt, which is contrary to what is known by the appraise r to e xist on the effective date of the assignment results, but is used for the purpose of analysis.
The value conclusions are subject to the following extraordinary assumptions. A n e xtraordinary assumption is an assignment-specific assumption as of the effective date regarding uncertain information used in an analysis which, if found to be false, could alter the appraiser’s opinions or conclusions.
428
Subject Description 2
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
Identification of the Appraisal Problem
Subject Description
The City of Lincoln Community Facilities District No. 2025-1 (Joiner Ranch East) (“CFD No. 2025-1”) is generally located at the southeast corner of Nicolaus Road and Joiner Parkway, within the city of Lincoln, Placer County, California. CFD No. 2025-1 is comprised of 198 residential lots with a typical lot size of 3,600 square feet and is being developed by DR Horton. The subject offers four floor plans ranging in size from 1,547 to 2,311 square feet in a community called Jasper by DR Horton. As of the effective date of value, October 1, 2025, the subject consists of partially-improved lots, finished lots, homes under construction, and completed homes. A legal description of the property is provided in the addenda.
Property Identification
Property Name City of Lincoln CFD No. 2025-1 (Joiner Ranch East) Address SEC of Nicolaus Road & Joiner Parkway
Lincoln, California 95648
Tax ID 009-410-001 through -114 and 009-420-001 through -084 Owner of Record DR Horton CA2 Inc., Jasper-Lincoln L.P., JEN California 24 LLC, and an Individual Homeowner
Sale History
The subject property is being sold in two takedowns from JEN California 24 LLC to DR Horton CA2 Inc.
The first takedown of 101 lots occurred in the first quarter of 2025 with the second takedown of the 97 lots anticipated in March of 2026. Due to the ongoing transaction, DR Horton has asked to keep the remaining terms and price of the deal confidential. We were provided with the pertinent information of the transaction, and the bulk lot sale of the subject property is generally consistent with market value at the time it was negotiated. The purchase is an arm’s-length transaction with no unusual motivations. The previous sale of the subject property is not consistent with current market value, given changing market conditions as well as the hypothetical condition noted.
DR Horton is utilizing a land bank, Jasper – Lincoln, L.P., as a financing mechanism to acquire the lots over time pursuant to a takedown schedule, which is relatively commonplace for transactions involving national homebuilders. This transaction is not considered an arm’s length transfer of the subject lots, as defined; thus, no further consideration is warranted. For purposes of analysis herein, there is no delineation between Jasper – Lincoln, L.P. and DR Horton in the determination of market value, in bulk, of the properties held by the master developer.
To the best of our knowledge, no other sale or transfer of ownership has taken place within a three- year period prior to the effective appraisal date and to the best of our knowledge the property is not currently being marketed for sale in bulk.
429
Pending Transactions 3
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
Pending Transactions
Based on discussions with the appropriate contacts, the property is not subject to an agreement of sale or an option to buy, nor is it listed for sale, as of the effective appraisal date. However, some individual homes that are under construction are in contract from homebuilder to individual homeowners.
Appraisal Purpose
The purpose of this Appraisal Report is to estimate the market value (fee simple estate), by Assessor’s parcel, and the cumulative, or aggregate value of the appraised properties comprising City of Lincoln CFD No. 2025-1 (Joiner Ranch East), subject to the hypothetical condition certain proceeds from the 2025 Special Tax Bonds will be available to reimburse the master developer for various public improvements and/or impact fees, as of the effective date of the appraisal, October 1, 2025. The date of the report is October 13, 2025. The appraisal is valid only as of the stated effective date. The home values are based on a “not-less-than” value for the smallest floor plan, without consideration for upgrades and lot premiums. Further, we have been asked to exclude any contributory value of unfinished homes, but consider the value of permits and impact fees paid for lots with either construction underway or not yet begun.
Value Type Definitions
The definitions of the value types applicable to this assignment are summarized below.
Market Value
The most probable price which a property should bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller each acting prudently and knowledgeably, and assuming the price is not affected by undue stimulus. Implicit in this definition is the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby:
1. Buyer and seller are typically motivated;
2. Both parties are well informed or well advised, and acting in what they consider their own best interests;
3. A reasonable time is allowed for exposure in the open market;
4. Payment is made in terms of cash in U.S. dollars or in terms of financial arrangements comparable thereto; and
5. The price represents the normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale. 1 Property Rights Definitions
The property rights appraised which are applicable to this assignment are defined as follows.
1 Code of Federal Regulations, Title 12, Chapter I, Part 34.42[h]; also, Interagency Appraisal and Evaluation Guidelines, Federal Register, 75 FR 77449, December 10, 2010, page 77472
430
Client and Intended User(s) 4
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
Fee Simple Estate
Absolute ownership unencumbered by any other interest or estate, subject only to the limitations imposed by the governmental powers of taxation, eminent domain, police power, and escheat. 2 Client and Intended User(s)
The client is City of Lincoln. The intended users are City of Lincoln and its associated finance team. No party or parties beyond the client and the finance team with this proposed issuance may use or rely on the information, opinions, and conclusions contained in this report; however, this appraisal report may be included in the offering document provided in connection with the issuance and sale of the Bonds.
Intended Use
The intended use of the appraisal is for bond underwriting purposes. The appraisal is not intended for any other use.
Applicable Requirements
This appraisal report conforms to the following requirements and regulations:
• Uniform Standards of Professional Appraisal Practice (USPAP); • Code of Professional Ethics and Standards of Professional Practice of the Appraisal Institute; • Applicable state appraisal regulations;
• Interagency Appraisal and Evaluation Guidelines issued December 10, 2010; • Appraisal Standards for Land Secured Financing published by the California Debt and Investment Advisory Commission (CDIAC) (2004).
Report Format
Standards Rule 2-2 (Content of a Real Property Appraisal Report) contained in the Uniform Standards of Professional Appraisal Practice (USPAP) requires each written real property appraisal report to be prepared as either an Appraisal Report or a Restricted Appraisal Report. This report is prepared as an Appraisal Report as defined by USPAP under Standards Rule 2-2(a), and incorporates practical explanation of the data, reasoning, and analysis used to develop the opinion of value.
Prior Services
USPAP requires appraisers to disclose to the client any other services they have provided in connection with the subject property in the prior three years, including valuation, consulting, property management, brokerage, or any other services. We have performed no services, as an appraiser or in any other capacity, regarding the property that is the subject of this report within the three-year period immediately preceding the agreement to perform this assignment.
2 Appraisal Institute, The Dictionary of Real Estate Appraisal, 7th ed. (Chicago: Appraisal Institute, 2022) 431
Appraiser Competency 5
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
Appraiser Competency
No steps were necessary to meet the competency provisions established under USPAP. The assignment participants have appraised several properties similar to the subject in physical, locational, and economic characteristics, and are familiar with market conditions and trends; therefore, appraiser competency provisions are satisfied for this assignment. Appraiser qualifications and state credentials are included in the addenda of this report.
432
Appraiser Competency 6
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
Scope of Work
Introduction
The appraisal development and reporting processes require gathering and analyzing information about the assignment elements necessary to properly identify the appraisal problem. The scope of work decision includes the research and analyses necessary to develop credible assignment results, given the intended use of the appraisal. Sufficient information includes disclosure of research and analyses performed and might also include disclosure of research and analyses not performed.
To determine the appropriate scope of work for the assignment, the intended use of the appraisal, the needs of the user, the complexity of the property, and other pertinent factors were considered. The concluded scope of work is described below.
Research and Analysis
The type and extent of the research and analysis conducted are detailed in individual sections of the report. Although effort has been made to confirm the arms-length nature of each sale with a party to the transaction, it is sometimes necessary to rely on secondary verification from sources deemed reliable.
Subject Property Data Sources
The legal and physical features of the subject property, including size of the site, flood plain data, seismic zone designation, property zoning, existing easements and encumbrances, access and exposure, and condition of the improvements (as applicable) were confirmed and analyzed.
Inspection
Details regarding the property inspection conducted as part of this appraisal assignment are summarized as follows:
Property Inspection
Party Inspection Type Inspection Date
Blake Fassler On-site October 2, 2025
Kevin Ziegenmeyer, MAI On-site October 1, 2025
Noah Kauffman, MAI, R/W-AC None N/A
Valuation Methodology
Three approaches to value are typically considered when developing a market value opinion for real property. These are the cost approach, the sales comparison approach, and the income capitalization approach. Use of the approaches in this assignment is summarized as follows:
433
Appraiser Competency 7
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
Approaches to Value
A pproach A pplicability to Subject Use in Assignment
Cost A pproach Not A pplicable Not Utilize d
Sales Comparison A pproach A pplicable Utilize d
Income Capitalization Approach Applicable Utilized
The valuation began by employing the sales comparison approach to estimate the not-less-than market value for the completed single-family homes, based on the smallest floor plan being marketed at the subject.
The market value of the residential lots was estimated by utilizing the sales comparison approach and land residual analysis to value. In the sales comparison approach, adjustments were applied to the prices of comparable bulk lot transactions, and a market value for the subject lots was concluded.
Additionally, we utilized a land residual analysis (a variation of the cost approach and income capitalization approaches), in which all direct and indirect costs are deducted from an estimate of the anticipated gross sales price of the improved home product; the resultant net sales proceeds are then discounted to present value at an anticipated discount rate over the development and absorption period to indicate the residual value of the lots.
The market value estimates for the various taxable land use components described above were then assigned to the various assessor’s parcels comprising the appraised properties in order to derive the cumulative, or aggregate, value of the CFD. Our analysis excluded a typical cost approach since the subject property represents land. However, costs associated with home construction were taken into consideration as part of the land residual analysis and determination of financial feasibility.
434
Placer County Area Analysis 8
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
Economic Analysis
Placer County Area Analysis
Placer County is part of the four-county Sacramento Metropolitan Area, along with the counties of Sacramento, Yolo and El Dorado. The county is 1,407 square miles in size and has a population density of 300 persons per square mile. It is located in the north-central part of California, approximately 100 miles northeast of San Francisco, 250 miles south of Oregon, and 80 miles west of Lake Tahoe. Placer County lies along the I-80 corridor northeast of Sacramento and blends fast-growing suburban hubs (Roseville, Rocklin, Lincoln) with foothill towns and resort communities around North Lake Tahoe. The southernmost part of Placer County consists of a valley commonly referred to as South Placer, while the remainder of the county is divided into the Gold Country, where parts of Auburn and Colfax are located, and the High Country, which encompasses Tahoe City and Kings Beach along Lake Tahoe.
Placer County is developed with a mix of urban and rural uses. Roseville and Rocklin are the largest cities and are primarily urban, while smaller communities, such as Loomis, Newcastle and Colfax, have remained rural. Auburn and Lincoln both exhibit a combination of urban and rural settings. However, in recent years the city of Lincoln has experienced dramatic growth and development and has become one of the fastest-growing cities in California.
The local economy is anchored by healthcare, professional and business services, education, government, construction, retail, and tourism. Major retail concentrations cluster around the Westfield Galleria and the Highway 65 corridor, while Class A office inventory is centered in Roseville/ Rocklin and light industrial/warehouse space extends along Highways 65 and 80. The county benefits from access to Sacramento International Airport, regional rail to Auburn, and goods movement supported by direct interstate connectivity. Quality-of-life amenities—trail systems, lakes, and year- round recreation—support in-migrati on and household formation.
Population
Placer County has an estimated 2025 population of 422,203, which represents an average annual 0.8% increase over the 2020 census of 404,739. Placer County added an average of 3,493 residents per year over the 2020-2025 period, and its growth in population contrasts with the State of California which had a 0.3% average annual decrease in population over this time.
Looking forward, Placer County's population is projected to increase at a 0.4% annual rate from 2025- 2030, equivalent to the addition of an average of 1,820 residents per year. Placer County's growth contrasts with California, which is projected to decline at a 0.1% rate. 435
Placer County Area Analysis 9
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
Employment
Total employment in Placer County was estimated at 187,149 jobs at year-end 2024. Between year- end 2014 and 2024, employment rose by 42,512 jobs, equivalent to a 29.4% increase over the entire period. There were gains in employment in nine out of the past ten years. Placer County's rate of employment growth over the last decade surpassed that of California, which experienced an increase in employment of 13.3% or 2,140,994 jobs over this period.
A comparison of unemployment rates is another way of gauging an area’s economic health. Over the past decade, the Placer County unemployment rate has been consistently lower than that of California, with an average unemployment rate of 4.5% in comparison to a 5.8% rate for California.
Recent data shows that the Placer County unemployment rate is 3.8% in comparison to a 5.0% rate for California, a positive sign that is consistent with the fact that Placer County has outperformed California in the rate of job growth over the past two years. 436
Placer County Area Analysis 10
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
Employment Sectors
The composition of the Placer County job market is depicted in the following chart, along with that of California. Total employment for both areas is broken down by major employment sector, and the sectors are ranked from largest to smallest based on the percentage of Placer County jobs in each category.
Placer County has greater concentrations than California in the following employment sectors:
1. Education and Health Services, representing 19.8% of the Placer County payroll employment compared to 17.8% for California as a whole. This sector includes employment in public and private schools, colleges, hospitals, and social service agencies.
2. Leisure and Hospitality, representing 14.8% of the Placer County payroll employment compared to 11.0% for California as a whole. This sector includes employment in hotels, restaurants, recreation facilities, and arts and cultural institutions.
3. Construction, representing 9.9% of the Placer County payroll employment compared to 4.9% for California as a whole. This sector includes construction of buildings, roads, and utility systems.
Employment Sectors - 2024
19.8%
17.1%
14.8%
12.2%
11.1%
9.9%
6.2%
3.8%
3.8%
1.0%
0.3%
17.8%
17.3%
11.0%
15.3%
14.6%
4.9%
4.4%
6.7%
3.1%
2.9%
1.9%
0% 5% 10% 15% 20% 25%
Education and Health Services
Trade; Transportation; and Utilities
Leisure and Hospitality
Professional and Business Services
Government
Construction
Financial Activities
Manufacturing
Other Services
Information
Natural Resources & Mining
Placer County California
Source: U.S. Bureau of Labor Statistics and Moody's Analytics
437
Placer County Area Analysis 11
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
Placer County is underrepresented in the following sectors:
1. Professional and Business Services, representing 12.2% of the Placer County payroll employment compared to 15.3% for California as a whole. This sector includes legal, accounting, and engineering firms, as well as management of holding companies.
2. Government, representing 11.1% of the Placer County payroll employment compared to 14.6% for California as a whole. This sector includes employment in local, state, and federal government agencies.
Major Employers
Major employers in Placer County are shown in the following table.
Gross Domestic Product
Gross Domestic Product (GDP) is a measure of economic activity based on the total value of goods and services produced in a defined geographic area, and annual changes in Gross Domestic Product (GDP) are a gauge of economic growth.
Economic growth, as measured by annual changes in GDP, has been somewhat higher in Placer County than California overall during the past decade. Placer County has grown at a 3.7% average annual rate while the State of California has grown at a 3.3% rate. However, Placer County has recently underperformed California. GDP for Placer County rose by 1.4% in 2023 while California's GDP rose by
2.0%.
Placer County has a per capita GDP of $63,643, which is 23% less than California's GDP of $82,877. This means that Placer County industries and employers are adding relatively less value to the economy than their counterparts in California.
438
Placer County Area Analysis 12
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
Household Income
Placer County is more affluent than California. Median household income for Placer County is $112,036, which is 18.2% greater than the corresponding figure for California.
The following chart shows the distribution of households across twelve income levels. Placer County has a greater concentration of households in the higher income levels than California. Specifically, 36% of Placer County households are at the $150,000 or greater levels in household income as compared to 30% of California households. A lesser concentration of households is apparent in the lower income levels, as 21% of Placer County households are below the $50,000 level in household income versus 27% of California households.
439
Placer County Area Analysis 13
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
Education Levels
Residents of Placer County have a higher level of educational attainment than those of California. An estimated 42% of Placer County residents are college graduates with four-year degrees, versus 37% of California residents.
Household Income Distribution - 2025
7.6%
5.5%
5.7%
8.5%
13.3%
11.7%
9.9%
7.8%
10.5%
5.4%
7.7%
6.3%
4.6%
4.6%
4.9%
6.8%
12.0%
11.9%
10.4%
8.3%
13.1%
7.0%
9.5%
6.8%
0.0% 2.0% 4.0% 6.0% 8.0% 10.0% 12.0% 14.0% 16.0%
Less than $15,000
$15,000 - $24,999
$25,000 - $34,999
$35,000 - $49,999
$50,000 - $74,999
$75,000 - $99,999
$100,000 - $124,999
$125,000 - $149,999
$150,000 - $199,999
$200,000 - $249,999
$250,000 - 499,999
$500,000 and more
Placer County California
Source: Claritas
440
Placer County Area Analysis 14
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
Transportation
Interstate 80, State Highway 65 and State Highway 193 are the major routes traversing Placer County.
Major urban arterials in the southern part of the county include Douglas Boulevard, Roseville Parkway, Pleasant Grove Boulevard, Foothills Boulevard, Sunrise Avenue, Auburn-Folsom Road, Sierra College Boulevard, Sunset Boulevard, Rocklin Road and Stanford Ranch Road.
In addition to roadways within the county limits, South Placer County enjoys proximity to many of the Sacramento region’s freeways that provide access to the San Francisco Bay Area to the west, Central and Southern California to the south, Northern California and Oregon to the north, and Nevada to the east. Sacramento International Airport is situated about 10 miles west of the county border. The county is also home to a couple of small private airports. The region has good railroad service, including the transcontinental Union Pacific Railroad and Amtrak. The Capitol Corridor system provides high-speed commuter rail service from Roseville to San Jose and Placer County Transit provides seven fixed routes servicing areas from Colfax down to Watt Avenue in Sacramento.
Recreation & Community Services
Placer County has ample community services and recreational opportunities. The County, cities and various park districts operate numerous public parks, golf courses, aquatic centers, libraries and community centers. Many private golf courses are located in the region, and several ski resorts are located in the mountains. Within the county lies a portion of the Folsom Lake State Recreation Area, a boating, fishing, and swimming retreat.
In terms of higher education, Placer County is home to Sierra College in Rocklin, a two-year community college offering a wide range of day and evening classes serving over 25,000 students.
Sierra College also has an extension campus located in the Vernon District in Roseville and two additional campuses – the Nevada County and Tahoe-Truckee campuses. In 2004, William Jessup University, a private Christian college, moved from San Jose to a new facility in Rocklin. Additional university campuses within the county includes Brandman University located in Roseville.
The region offers good health services, including hospitals and medical office facilities. Two hospitals are located in Roseville – the Sutter Roseville Medical Center and Kaiser Permanente. In addition to the hospital, construction was completed at the end of 2019 for a new state-of-the-art, 194,000 square foot Kaiser Permanente medical campus to replace their existing campus on Riverside Avenue.
The city of Auburn is home to Sutter Auburn Faith Hospital, Sutter Medical Center-Auburn, UC Davis Medical Center, Foundation Medical Clinic and Heritage Medical Center Complex. The city of Lincoln contains medical offices/clinics operated by Sutter, UC Davis, Kaiser and Catholic Healthcare West. In addition to these institutional health care facilities, the county is home to a large and growing number of private physicians, dentists, clinics and other medical specialists.
The city of Roseville is South Placer’s hub for fine dining and entertainment. Several upscale restaurants are situated along Eureka Road, Roseville Parkway and Galleria Boulevard. Roseville and Rocklin both offer two multi-screen movie theatres, and Auburn has one theatre. Shopping centers are widespread, the largest of which are the Galleria at Roseville, a regional shopping mall that opened in 2000 and was expanded in 2008-2009, and the Fountains at Roseville, an outdoor lifestyle center that opened in June 2008.
441
Placer County Area Analysis 15
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
Conclusion
Placer County encompasses a diverse area, with growing cities, small towns and rural areas, and an abundance of open space. The area has a number of positive attributes, including seismic stability, a well-educated work force, good transportation systems, relative affordability and availability of housing compared to the Bay Area, and an excellent level of community services.
Placer County is positioned for continued long-term growth, supported by a strong demographic profile, diversified employment base, and high quality of life that attracts both households and businesses. Risks tied to wildfire and insurance pressures in the foothills, seasonal volatility in the Tahoe submarket, and broader macroeconomic uncertainty remain important considerations. Overall, however, the county’s outlook points to steady, incremental expansion with investment and leasing activity concentrated in growth corridors and sectors aligned with regional population and employment trends.
442
Placer County Area Analysis 16
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
Area Map
443
Surrounding Area Analysis 17
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
Surrounding Area Analysis
Location
The subject property is located within the city of Lincoln, in Placer County. The subject’s neighborhood boundaries can generally be defined as the Lincoln city limits to the north and south, Lincoln Boulevard to the east and Aviation Boulevard/Nelson Lane to the west. The subject property is located within the Lincoln submarket area.
The subject’s immediate neighborhood contains mostly single-family residential development, with retail and office development nearby. The Lincoln area has experienced significant urbanization over the past several years. Increased residential development has led to the expanded construction of retail, office, and industrial properties.
Access and Linkages
The subject property has access from Nicolaus Road and Joiner Parkway, which represents a north- south, four-lane neighborhood thoroughfare through the city of Lincoln and connecting to the neighboring city of Rocklin to the south. It also provides access to State Highway 65 to the south via Ferrari Ranch Road and Lincoln Boulevard. State Highway 65 can also be accessed via Nelson Lane to the west of the subject. State Highway 65 is a north-south freeway that extends through Downtown Lincoln, Wheatland and the Marysville/Yuba City area to the north. To the south, State Highway 65 intersects with Interstate 80, a major east-west freeway that provides access to the Sacramento Central Business District, before continuing on to Davis, Vacaville, Fairfield and the San Francisco Bay Area. Approximately 80 miles to the east, Interstate 80 provides access to Reno, Nevada. Commute time from Lincoln to the Sacramento Central Business District is estimated at 30 to 45 minutes.
Demographics
A demographic profile of the surrounding area, including population, households, and income data, is presented in the following table.
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Surrounding Area Analysis 18
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
Surrounding Area Demographics
2025 Estimates 3-Mile Radius 5-Mile Radius 10-Mile Radius 95648 (Lincoln,
CA) Placer County, CA
Population 2020 38,038 58,728 242,566 54,402 404,739
Population 2025 40,547 63,781 259,467 58,630 422,203
Population 2030 42,371 66,899 268,951 61,049 431,305
Compound % Change 2020-2025 1.3% 1.7% 1.4% 1.5% 0.8%
Compound % Change 2025-2030 0.9% 1.0% 0.7% 0.8% 0.4%
Households 2020 13,488 21,716 88,455 20,556 152,101
Households 2025 14,236 23,225 93,766 21,869 158,079
Households 2030 14,834 24,209 96,898 22,666 161,327
Compound % Change 2020-2025 1.1% 1.4% 1.2% 1.2% 0.8%
Compound % Change 2025-2030 0.8% 0.8% 0.7% 0.7% 0.4%
Median Household Income 2025 $103,453 $109,081 $117,604 $105,405 $112,036 Average Hous ehol d Si ze 2.8 2.7 2.8 2.7 2.6
College Graduate % 31% 38% 43% 36% 42%
Owner Occupied % 78% 81% 73% 82% 72%
Renter Occupied % 22% 19% 27% 18% 28%
Median Owner Occupied Housing Value $643,845 $691,499 $705,428 $685,724 $711,487 Median Year Structure Built 2003 2004 2001 2004 1994
Average Travel Ti me to Work i n Mi nutes 30 30 30 31 29 Source: Claritas
As shown above, the current population within a 5-mile radius of the subject is 63,781, and the average household size is 2.7. Population in the area has grown since the 2020 census, and this trend is projected to continue over the next five years. Compared to Placer County overall, the population within a 5-mile radius is projected to grow at a faster rate.
Median household income is $109,081, which is slightly lower than the household income for Placer County. Residents within a 5-mile radius have a slightly lower level of educational attainment than those of Placer County, while median owner-occupied home values are also slightly lower.
Land Use
Most of the land uses in Lincoln are residential, with supporting commercial, industrial, and community uses. Generally, older construction is situated at the core of the city, and new construction is concentrated in the southern and western parts of the city. Thousands of new homes have been built in the past decade in southern Lincoln, in the master-planned communities of Lincoln Crossing, Sun City Lincoln Hills (age-restricted community), and Twelve Bridges.
Originally, most commercial development in the city of Lincoln was concentrated in the Downtown area, situated along both sides of State Highway 65/G Street between First and Ninth Streets. This area is characterized by a variety of brick, wood-frame and corrugated metal structures. Land uses in the Downtown area include commercial, public, industrial, service, and residential uses. This area also contains City Hall and municipal offices. Some older buildings in the Downtown area have recently been renovated and/or converted to new uses.
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Surrounding Area Analysis 19
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
The subject is located in an area primarily of single-family residential development with a large amount of vacant land, planned for a mix of commercial and additional residential development.
The bulk of the commercial development within the Lincoln area is located southeast of subject, along Lincoln Boulevard. Specifically, the Sterling Pointe Shopping Center, located at southeast quadrant of Joiner Parkway and Lincoln Boulevard, and represents a 144,000 square foot retail center anchored by a Raley’s supermarket. This center has several strip retail buildings as well as freestanding buildings, occupied by tenants such as Wells Fargo Bank, Chase Bank, Bank of America, KFC/A&W, and Taco Bell.
Tenants of the strip retail buildings include Sterling Café, California Sun Centers, Baskin Robbins, a dental office, Ninja Sushi, Casa Ramos, and Jamba Juice. The Villages at Sterling Pointe, located just south of this center, includes shops, restaurants and professional office buildings, and will total approximately 179,800 square feet at completion. Other tenants of the Villages at Sterling Pointe include Schools Financial Credit Union, BBVA Compass, Lincoln Medical Supply, Fantastic Sam’s, and Century 21 Real Estate, to name a few.
North of the Villages at Sterling Pointe, is a 21-acre, retail project identified as Parkway Plaza. This center is anchored by Lowe’s and includes additional tenants such as McDonalds, Red Robin Gourmet Burger, Big 5 Sporting Goods, and Dollar Tree. Across State Highway 65, at Ferrari Ranch Road and Joiner Parkway, Home Depot opened for business in October 2005. The Home Depot is part of the Lincoln Crossing Marketplace, a 368,615 square-foot retail center that also features several big-box retailers such as Target, T.J. Maxx, Ross, and Petsmart. Other occupants of this power center include Starbucks, Philly Nail & Spa, GNC, Kobe, Panda Express, Carl’s Jr., O’Reilly Auto Parts, and Holiday Inn.
Additionally, In-N-Out is also located at the corner of Ferrari Ranch Road and Groveland Lane.
Just south of the Lincoln city limits is Thunder Valley Casino, located along Athens Avenue at Industrial Avenue. This gaming facility opened in 2003 and offers slot machines, table games, and restaurants.
An expansion of the casino, which included the development of a multi-story hotel tower and event theatre, was completed in July 2010.
Community Uses
The neighborhood is served by various community uses including schools, parks, religious facilities, libraries, and golf courses. Foskett Regional Park is located less than one-mile northwest of the subject property along Joiner Parkway. This 42-acre park includes a four-diamond lighted softball complex, four lighted soccer fields, concessions, pedestrian and bike path and three different children’s play equipment areas. Lincoln Hills Golf Course is located southeast of the subject property within the Sun City development, and Catta Verdera Country Club is further south. Turkey Creek Golf Course is located just northeast of the city limits, along State Highway 193. Just west of the subject is the Lincoln Regional Airport, which accommodates a wide scope of private, corporate and executive aircraft.
Outlook and Conclusions
The subject is located within a balanced neighborhood developed primarily with residential and limited commercial uses in the immediate area. The Lincoln area experienced rapid growth over the last expansionary period. The subject property benefits from good transportation characteristics, including good freeway access and its location along a major neighborhood thoroughfare. The 446
Surrounding Area Analysis 20
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
characteristics of the subject neighborhood relative to other locales in the region are average, and demand for residential development is projected over the long term. 447
Surrounding Area Analysis 21
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
Surrounding Area Map
448
Residential Market Analysis 22
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
Residential Market Analysis
Given prevailing land use patterns and the subject’s zoning, a likely use of the property is for residential development. In the following paragraphs, we examine supply and demand indicators for residential development in the subject’s area.
Homebuilders are seeing the signs of slowing pace of sales nationally; however, California has been a bright spot for many national homebuilders. Orange County as well as Sacramento region have been the best performing areas in California. Specifically, south Placer County has been the best performing area in the region as home prices and absorption have remained steady.
Submarket Overview
The subject is located in the city of Lincoln. The subject is adjacent to newer home construction and planned future development and is considered to have good transportation linkages. The neighborhood is characterized as a suburban area that appeals to both local workers and commuters.
Based on existing surrounding homes and new projects under development, the subject characteristics best support a project designed for a combination of entry-level and/or first-time move-up home buyers.
Single-Family Building Permits
Single-family building permits for the city of Lincoln as well as Placer County totals are shown in the following table. When we compare the trend in permitting, population and price, there can be a relationship. More supply of homes could eventually mean lower prices, whereas a lower number of permits pulled could eventually mean higher prices. Further, the number of permits pulled shows builder confidence in the current market when compared to other years.
Single-Family Building Permits
Year City of Lincoln % Change County of Placer % Change 2015 233 -- 1,996 --
2016 217 -6.87% 2,107 5.56%
2017 181 -16.59% 2,500 18.65%
2018 92 -49.17% 1,881 -24.76%
2019 260 182.61% 2,045 8.72%
2020 546 110.00% 2,627 28.46%
2021 1,016 86.08% 4,073 55.04%
2022 826 -18.70% 3,506 -13.92%
2023 627 -24.09% 2,852 -18.65%
2024 585 -6.70% 2,828 -0.84%
Source: SOCDS Building Permits Monthly Request
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Residential Market Analysis 23
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
Single-Family Building Permits: 2025 Preliminary Data
Month City of Lincoln County of Placer
January 17 166
February 18 215
March 27 243
April 59 252
May 47 167
June 36 236
Total 204 1,279
Source: SOCDS Building Permits Monthly Request
New Home Pricing and Sales
The Gregory Group surveys active new home projects in California and Nevada. Below we present a table containing indicators for active single-family residential projects in the subject’s County for the past three years. The data include both attached and detached projects, but the vast majority of units are detached homes.
New Home Sales History
Quarter Average Price
% Change
Average Pri ce
Average Home
Size (SF)
Avg. Pri ce /
Avg. SF
% Change
Price / SF
Quarter
Sold
Number of
Projects
Sold per Project
per Month
1Q 2023 $736,396 -- 2,452 $300.32 -- 778 78 3.32
2Q 2023 $755,823 2.64% 2,470 $306.00 1.89% 683 76 3.00
3Q 2023 $773,593 2.35% 2,508 $308.45 0.80% 732 78 3.13
4Q 2023 $766,227 -0.95% 2,454 $312.24 1.23% 378 71 1.77 1Q 2024 $792,792 3.47% 2,511 $315.73 1.12% 719 78 3.07
2Q 2024 $805,069 1.55% 2,509 $320.87 1.63% 617 76 2.71
3Q 2024 $803,843 -0.15% 2,478 $324.39 1.10% 481 72 2.23 4Q 2024 $800,134 -0.46% 2,440 $327.92 1.09% 451 68 2.21 1Q 2025 $799,155 -0.12% 2,444 $326.99 -0.29% 580 69 2.80 2Q 2025 $806,945 0.97% 2,497 $323.17 -1.17% 447 72 2.07 Source: The Gregory Group
In terms of the number of home sales in Placer County, over the last 12 months, the average was 2.33 sales per month per project, which was slightly down from the average for the prior 12-month period of 2.67 sales per month per project.
Active New Home Projects Pricing and Absorption
There are 21 active projects in the market area of Lincoln. These projects are considered to be most competitive with the subject property given their locations and lot sizes. These projects are summarized in the tables on the following page, based on data from the Second Quarter of 2025. 450
Residential Market Analysis 24
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
Active Projects (as of 2Q 2025)
Project Name Master Plan Community
Age
Restricted Developer
Average
Price
Avg. Home
Size (SF)
Average
Price/SF
Typical Lot
Size (SF)
Units
Planned
Units
Offered
Units
Sold
Units
Unsold
Aurora Heights Twelve Bridges Lincoln No KB Home $457,977 1,612 $284.10 1,855 224 81 77 4 Copper Ridge No Lincoln No KB Home $655,776 2,035 $322.25 5,500 281 148 143 5 Esplanade -- Classic Turkey Creek Lincoln Yes Taylor Morrison Homes $607,666 1,792 $339.10 5,500 246 153 148 5 Esplanade -- Cottages Turkey Creek Lincoln Yes Taylor Morrison Homes $517,666 1,529 $338.57 4,500 181 96 93 3 Esplanade -- Estates Turkey Creek Lincoln Yes Taylor Morrison Homes $843,999 2,747 $307.24 7,000 175 132 127 5 Esplanade -- Premier Turkey Creek Lincoln Yes Taylor Morrison Homes $689,666 2,262 $304.89 6,000 263 150 144 6 Freedom 40 Collection Bickford Ranch Lincoln Yes Shea Homes $523,499 1,535 $341.04 5,000 144 23 10 13 Freedom 45 Collection Bickford Ranch Lincoln Yes Shea Homes $653,666 2,041 $320.27 5,500 312 23 8 15 Freedom 50 Collection Bickford Ranch Lincoln Yes Shea Homes $721,999 2,236 $322.90 6,825 110 18 10 8 Freedom 60 Collection Bickford Ranch Lincoln Yes Shea Homes $956,999 2,698 $354.71 7,350 93 36 27 9 Havenwood No Lincoln No Cresleigh Homes $734,750 2,809 $261.57 6,600 83 80 71 9 Jasper None Lincoln No D.R. Horton Homes $583,490 1,836 $317.81 5,500 198 4 0 4 Jubilee Independence Lincoln No Tri Pointe Homes $599,902 1,934 $310.19 3,600 90 45 39 6 Magnolia V illage N o Lincoln No William s Hom es $419,433 1,604 $261.49 A ttache d 32 22 15 7 Millau Twelve Bridges Lincoln No Century Communities $575,323 1,934 $297.48 2,600 105 48 39 9 Monument Independence Lincoln No Tri Pointe Homes $650,258 2,570 $253.02 4,000 159 34 26 8 Mountaingate Bickford Ranch Lincoln No Tri Pointe Homes $862,713 3,264 $264.31 4,500 65 13 6 7 Rialto Twelve Bridges Lincoln No Century Communities $587,495 2,022 $290.55 2,860 79 42 39 3 Ridgeline Bickford Ranch Lincoln No Toll Brothers $1,135,245 3,625 $313.17 8,250 103 56 34 22 Turkey Creek Estates Turkey Creek Lincoln No Elliott Homes $1,048,750 3,046 $344.30 9,750 240 112 98 14 Velare Twelve Bridges Lincoln No LGI Homes $534,400 1,550 $344.77 2,275 159 130 125 5 Minimum $419,433 1,529 $253.02 1,855
Maximum $1,135,245 3,625 $354.71 9,750
Average $683,842 2,223 $309.23 5,248
Source: The Gregory Group
Absorption
Project Name Master Plan Community
Age
Restricted Developer
Avg. Home Pri ce
(2Q 2025 Only)
Avg. Home Si ze
(2Q 2025 Only)
Typical Lot
Size (SF) 2Q 2025 1Q 2025 4Q 2024 3Q 2024
12-Month
Total
Average per
Quarter
Average per
Month
A urora He ights Twe lve Bridge s L incoln No KB Home $457,977 1,612 1,855 16 13 11 8 48 12.0 4.0 Copper Ridge No Lincoln No KB Home $655,776 2,035 5,500 0 2 -1 5 6 1.5 0.5 Esplanade -- Classic Turkey Creek Lincoln Yes Taylor Morrison Homes $607,666 1,792 5,500 4 13 5 14 36 9.0 3.0 Esplanade -- Cottages Turkey Creek Lincoln Yes Taylor Morrison Homes $517,666 1,529 4,500 8 4 5 11 28 7.0 2.3 E s p l a n a d e - - E s t a t e s T u r k e y C r e e k L i n c o l n Y e s T a y l o r M o r r i s o n H o m e s $ 8 4 3 , 9 9 9 2 , 7 4 77 , 0 0 0 3957 2 4 6 . 0 2.0 Esplanade -- Premier Turkey Creek Lincoln Yes Taylor Morrison Homes $689,666 2,262 6,000 2 14 7 12 35 8.8 2.9 Fre e dom 40 Colle ction Bickford Ranch L incoln Y e s She a Hom e s $523,499 1,535 5,000 3 0 2 -1 4 1.0 0.3 Freedom 45 Collection Bickford Ranch Lincoln Yes Shea Homes $653,666 2,041 5,500 2 -1 0 -1 0 0.0 0.0 F r e e d o m 5 0 C o l l e c t i o n B i c k f o r d R a n c h L i n c o l n Y e s S h e a H o m e s $ 7 2 1 , 9 9 9 2 , 2 3 66 , 8 2 5 1112 5 1 . 3 0.4 F r e e d o m 6 0 C o l l e c t i o n B i c k f o r d R a n c h L i n c o l n Y e s S h e a H o m e s $ 9 5 6 , 9 9 9 2 , 6 9 87 , 3 5 0 6405 1 5 3 . 8 1.3 H a v e n w o o d N o L i n c o l n N o C r e s l e i g h H o m e s$ 7 3 4 , 7 5 0 2 , 8 0 96 , 6 0 0 6605 1 7 4 . 3 1.4 Jasper None Lincoln No D.R. Horton Homes $583,490 1,836 5,500 0 - - - 0 0.0 0.0 J u b i l e e I n d e p e n d e n c e L i n c o l n N o T r i P o i n t e H o m e s $ 5 9 9 , 9 0 2 1 , 9 3 43 , 6 0 0 8868 3 0 7 . 5 2.5 Magnolia V illage No L incoln No William s Home s $419,433 1,604 A t tache d 6 4 5 - 15 5.0 1.7 Millau Twe lve Bridge s L incoln No Ce nt ury Com munitie s $575,323 1,934 2,600 10 10 6 7 33 8.3 2.8 M o n u m e n t I n d e p e n d e n c e L i n c o l n N o T r i P o i n t e H o m e s $ 6 5 0 , 2 5 8 2 , 5 7 04 , 0 0 0 3665 2 0 5 . 0 1.7 M o u n t a i n g a t e B i c k f o r d R a n c h L i n c o l n N o T r i P o i n t e H o m e s $ 8 6 2 , 7 1 3 3 , 2 6 44 , 5 0 0 2301 6 1 . 5 0.5 Rialto Twe lve Bridge s L incoln No Ce nt ury Com munitie s $587,495 2,022 2,860 11 11 6 5 33 8.3 2.8 Ridgeline Bickford Ranch Lincoln No Toll Brothers $1,135,245 3,625 8,250 13 8 6 7 34 8.5 2.8 T u r k e y C r e e k E s t a t e s T u r k e y C r e e k L i n c o l n N o E l l i o t t H o m e s $ 1 , 0 4 8 , 7 5 0 3 , 0 4 69 , 7 5 0 4059 1 8 4 . 5 1.5 Velare Twelve Bridges Lincoln No LGI Homes $534,400 1,550 2,275 15 16 21 - 52 17.3 5.8 123 131 96 109
21 20 20 18
5 . 96 . 64 . 86 . 1
2 . 02 . 21 . 62 . 0
1.9 Average Monthly Pro-Rata
Monthly Pro-Rata
Source: The Gregory Group
Total
No. of Active Projects
Quarterly Pro-Rata
Note the typical lot size reported by Gregory Group is not consistent with the subject’s actual typical lot sizes. Copper Ridge, Jubilee, and Monument are considered to be most similar to the subject with respect to home and lot size. In the last four quarters, Copper Ridge, Jubilee, and Monument averaged
0.50, 2.50, and 1.70 sales per month, respectively. Copper Ridge has a lower absorption rate compared to the other projects in the region because the project is nearing selling out and absorption typically slows as the project sells out. Jasper, the subject property, has just begun selling homes at 451
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City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
the very end of the second quarter. Historical trends for these three communities as well as the subject community, are further detailed in the following tables.
452
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City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
Resale Pricing
The following table shows historical resale data for more recently built homes (2020 and newer) in the city of Lincoln. We restricted our search to lot sizes with less than 8,000 square feet. The resale market is analyzed as a further gauge of buyer demand for housing. Often home buyers are considering housing purchase options that cover both the new home market, as well as the resale market. 453
Residential Market Analysis 27
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
Resales
Address Sal e Date
Li vi ng Area
(SF) Sale Price
Last Li s t
Price
Sales
Price /SF Sale /L ist Ye ar Built
Days on
Market
Lot Si ze
(SF)
1342 Donner Ln 5/6/2025 1,651 $549,900 $549,900 $333 100.00% 2024 90 4,225 1375 Carson River Loop 5/8/2025 1,651 $549,999 $549,999 $333 100.00% 2024 41 4,643 2161 Hunter Creek Dr 5/15/2025 2,050 $641,499 $634,900 $313 101.04% 2024 7 6,451 3087 Ridgecrest Dr 5/23/2025 1,820 $661,000 $669,000 $363 98.80% 2021 3 5,532 1524 Citrus St 5/29/2025 1,630 $515,000 $515,000 $316 100.00% 2021 1 2,812 557 Blair Bridge Rd 6/3/2025 1,953 $650,000 $650,000 $333 100.00% 2020 9 5,018 601 Tower Ct 6/17/2025 2,321 $715,000 $710,000 $308 100.70% 2022 23 7,231 570 Chise lville L n 6/18/2025 2,527 $668,250 $675,000 $264 99.00% 2021 4 5,009 1687 Carson River Loop 6/20/2025 1,529 $575,000 $579,000 $376 99.31% 2022 15 4,003 696 Riley Way 6/26/2025 2,266 $830,000 $849,000 $366 97.76% 2021 158 6,159 1337 Esplanade Ln 7/3/2025 2,157 $775,000 $799,900 $359 96.89% 2022 19 7,240 841 Lincolnshire Cir 7/8/2025 2,118 $539,888 $539,888 $255 100.00% 2020 38 3,537 504 Kadel Ct 7/11/2025 1,910 $587,000 $575,000 $307 102.09% 2021 21 6,599 3233 America Dr 7/15/2025 1,811 $555,000 $569,900 $306 97.39% 2021 29 3,554 303 Amelia Ct 7/18/2025 3,312 $720,000 $740,000 $217 97.30% 2023 72 6,835 412 Confederation Ct 7/18/2025 2,783 $880,000 $889,000 $316 98.99% 2022 74 7,540 2166 Hunter Creek Dr 7/29/2025 1,862 $571,031 $569,900 $307 100.20% 2024 45 6,090 2857 Bedell St 8/4/2025 1,802 $569,900 $569,900 $316 100.00% 2024 269 2,275 708 Chise lville L n 8/8/2025 1,606 $610,000 $610,000 $380 100.00% 2020 8 4,792 672 Chise lville L n 8/19/2025 1,606 $554,000 $559,000 $345 99.11% 2020 69 4,321 686 Papermill Rd 8/21/2025 2,833 $675,000 $675,000 $238 100.00% 2020 10 4,578 805 Lincolnshire Cir 8/22/2025 2,237 $543,000 $548,000 $243 99.09% 2020 16 3,123 2812 Declaration Ave 8/22/2025 2,409 $654,500 $659,900 $272 99.18% 2022 49 4,657 829 Lincolnshire Cir 9/2/2025 1,630 $500,000 $494,000 $307 101.21% 2020 151 3,507 403 Confederation Ct 9/2/2025 2,344 $755,000 $759,900 $322 99.36% 2022 33 7,105 1639 Carson River Loop 9/3/2025 1,651 $575,000 $575,000 $348 100.00% 2022 101 4,069 3068 Le Bourget Ln 9/4/2025 1,252 $505,000 $499,000 $403 101.20% 2021 20 3,598 932 Brooke Stream Ct 9/8/2025 1,608 $555,000 $575,000 $345 96.52% 2022 15 6,926 1192 Alpine Way 9/9/2025 1,792 $699,000 $699,000 $390 100.00% 2024 7 4,809 Total Sales 29 2,004 $626,861 $630,658 $320 99.49% 2022 48 5,043 (avg.) (avg.) (avg.) (avg.) (avg.) (avg.) (avg.) (avg.) Source: Local Multiple Listing Service (MLS)
Ability to Pay
The Developer is constructing four floor plans ranging in size from 1,547 to 2,311 square feet. In this section, we will examine the ability to pay among prospective buyers for a representative price point for an estimated average home on the subject of $540,000 , based on the indicators from the competing projects. First, we will estimate the required annual household income based on typical mortgage parameters in the subject’s market area. Specifically, we will employ a loan-to-value ratio of 80% (down payment of 20%), mortgage interest rate of 6.50%, 360 monthly payments, and a 40% ratio for the housing costs as a percent of monthly income (inclusive of principal, interest, all taxes and insurance). Property tax payments are accounted for in the analysis as well as homeowner’s 454
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City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
insurance. The following table shows the estimate of the annual household income that would be required to afford homes priced at the representative price point.
Income Required
Home Price $540,000
Loan % of Price (Loan to Value) 80%
Loan Amount $432,000
Interest Rate 6.50%
Mortgage Payment $2,731
Property Taxes $549 Based on 1.050573% and direct charges of $918 City of Lincoln CFD No. 2025-1 (Joiner Ranch East) $304 Property Insurance $113
Total Monthly Obligation $3,696
Mortgage Payment % of Income 40%
Monthly Income $9,241
Annual Income $110,889
We have obtained income data from Claritas Spotlight by Environics Analytics for a 10-mile radius surrounding the subject property, which is considered representative of typical buyers for the subject property. In the following table we show the income brackets within the noted area, along with estimates of the percentage of households able to afford homes priced at the representative price point within each income bracket.
Household Ability
Household Income Households
Percent of
Households
Percent Able to
Pay Households
Households
Abl e to Pay
< $15,000 12,110 12.1% 0.0% 0 0.0%
$15,000 - $24,999 4,025 4.0% 0.0% 0 0.0%
$25,000 - $34,999 3,674 3.7% 0.0% 0 0.0%
$35,000 - $49,999 3,981 4.0% 0.0% 0 0.0%
$50,000 - $74,999 5,603 5.6% 0.0% 0 0.0%
$75,000 - $99,999 11,193 11.2% 0.0% 0 0.0%
$100,000 - $124,999 11,238 11.3% 56.4% 6,343 6.4%
$125,000 - $149,999 9,940 10.0% 100.0% 9,940 10.0%
$150,000 - $199,999 8,152 8.2% 100.0% 8,152 8.2%
$200,000 - $249,999 13,283 13.3% 100.0% 13,283 13.3%
$250,000 - $499,999 7,151 7.2% 100.0% 7,151 7.2%
$500,000+ 9,347
9.4% 100.0% 9,347 9.4%
99,697 100.0% 54,216 54.4%
Conclusions
Demand for homes in the subject’s market area is considered to be dynamic at the current time as indicated by the overall trend of building permit activity, new home sales prices and activity in recent quarters as well as the absorption rate within new home projects in the subject’s area. Current interest rates for new home loans continues to challenge new home buyers and builders. Builders are adjusting continuously their sales programs and incentive offerings to either maintain or add momentum to their sales pace. The predominate expectation from knowledgeable market participants is that market conditions will be steady over the near term. 455
Land Description and Analysis 29
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
Property Analysis
Land Description and Analysis
Location and Project Details
The subject is generally located at the southeast corner of Nicolaus Road and Joiner Parkway, within the city of Lincoln, Placer County, California. Along the southeast boundary of the subject is Joiner Park, which is a 13-acre park with a wetland area and ball fields.
The subject is comprised of Assessor’s Parcel Numbers 009-410-001 through -114 and 009-420-001 through -084. Note there are also common area parcels throughout the community, but they are not a part of the appraised property. The subject has a final map in place comprising 198 residential lots which have a total land area of 26.78 acres. The subject lots range in size from 2,940 to 5,820 square feet with a typical lot size of 3,600 square feet.
Shape and Dimensions
The site is irregular in shape; however, the proposed and completed individual single-family lots are generally rectangular in shape. Site utility based on shape and dimensions is average.
Topography
The site is generally level and at street grade. The topography does not result in any particular development limitations.
Drainage
No particular drainage problems were observed or disclosed at the time of field inspection. This appraisal assumes that surface water collection, both on-site and in public streets adjacent to the subject, is adequate.
Flood Hazard Status
The following table provides flood hazard information.
Flood Hazard Status
Community Panel Number 06061C-0718H
Date November 2, 2018
Zone X
Description Outside of 500-year floodplain
Insurance Required? No
Seismic Hazards
All properties in California are subject to some degree of seismic risk. The Alquist-Priolo Earthquake Fault Zoning Act was enacted by the State of California in 1972 to regulate development near active 456
Land Description and Analysis 30
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
earthquake faults. The Act required the State Geologist to delineate “Earthquake Fault Zones” (formerly known as “Special Studies Zones”) along known active faults in California. Cities and counties affected by the identified zones must limit certain development projects within the zones unless geologic investigations demonstrate that the sites are not threatened by surface displacement from future faulting.
According to information from the California Department of Conservation and the California Geological Survey, the subject is not located within an Alquist-Priolo Special Studies Zone. The subject is not located in a liquefaction zone.
Fire Hazard Risk
The Fire and Resource Assessment Program of CAL FIRE has classified areas of the subject’s County by Fire Hazard Severity Zone. As shown in the following map, the subject’s area has not been classified as an area of concern.
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Land Description and Analysis 31
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
Subject
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City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
Environmental Hazards
An environmental assessment report was not provided for review, and during our inspection, we did not observe any obvious signs of contamination on or near the subject. However, environmental issues are beyond our scope of expertise. It is assumed that the property is not adversely affected by environmental hazards.
Ground Stability
A soils report was not provided for our review. Based on our inspection of the subject and observation of development on nearby sites, there are no apparent ground stability problems. However, we are not experts in soils analysis. We assume that the subject’s soil bearing capacity is sufficient to support the existing and proposed improvements.
Utilities
The availability of utilities to the subject is summarized in the following table.
Utilities
Service Provider
Water City of Lincoln
Sewer City of Lincoln
Ele ct ricity Pacific Gas & Ele ctric (PG&E)
Natural Gas Pacific Gas & Ele ctric (PG&E)
L ocal Phone V arious provide rs
Zoning
The subject is zoned PD-MDR, Planned Development - Medium Density Residential, by City of Lincoln Planning Department. The following table summarizes our understanding and interpretation of the zoning requirements that affect the subject.
Zoning Summary
Zoning Jurisdiction City of Lincoln Planning Department Zoning Designation PD-MDR
Description Planned Development - Medium Density Residential Legally Conforming? Appears to be legally conforming
Zoning Change Likely? No
Permitted Uses Residential uses
According to the local planning department, there are no pending or prospective zoning changes. It appears that the current use of the site is a legally conforming use. We are not experts in the interpretation of zoning ordinances. An appropriately qualified land use attorney should be engaged if a determination of compliance is required.
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Land Description and Analysis 33
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
Other Land Use Regulations
We are not aware of any other land use regulations that would affect the property.
Easements, Encroachments and Restrictions
We have reviewed several preliminary title reports prepared by First American Title dated March 11, 2025, and June 11, 2025. The report identifies exceptions to title, which include various utility and access easements that are typical for a property of this type. Such exceptions would not appear to have an adverse effect on value. Our valuation assumes no adverse impacts from easements, encroachments or restrictions and further assumes that the subject has clear and marketable title.
Development/Construction Status
The subject’s current development/construction status from the information provided by the developer is shown in the following table.
Appraised Property Summary by Ownership
Ownership
Partially-
Improved SFR
Lots
Finished SFR
Lots
Partially
Completed
Homes
Completed
Homes*
Homes Sold to
Individuals* Total
DR Horton CA2 Inc. (Jasper-Lincoln L.P.) - 64 26 10 1 101 JEN California 24 L L C 97 - - - - 97
TOTAL 9 76 42 61 0 1 1 98
*Completed homes without a complete assessment for structural improvements by County Assessor
Permits and Fees
Based on information provided by the developer, permits and fees due at building permit are approximately $67,900 per lot. This figure is consistent with fees at other projects in the area. The project also has fee credits totaling $15,818 per lot associated with the master developer’s construction of public improvements. All of the lots within the subject are eligible to be offset by these fee credits. The calculation of net permits and fees are shown in the following table.
Permits and Fees due at Building Permit
Gross Permits and Fees $67,900 per unit
Less: Fee Credi ts ($15,818) per unit
Net Permits and Fees $52,082 per unit
Rd. $52,100 per unit
Site Development Costs
Construction of horizontal improvements is substantially complete at the subject. According to the budget provided by the developer, development costs are anticipated to total $19,162,780 or $96,782 per lot, for both infrastructure and intract construction, which is generally similar to other projects in the area. The developer estimates they have spent $18,642,994 or $94,157 per lot, as of the effective 460
Land Description and Analysis 34
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
date of value. Therefore, there is an estimated $519,786 in remaining site development costs. The remaining costs will be accounted for within the Market Value by Ownership section.
Conclusion of Site Analysis
Overall, the physical characteristics of the site and the availability of utilities result in functional utility suitable for a variety of uses including those permitted by zoning. Uses permitted by zoning include residential uses. We are not aware of any other particular restrictions on development. 461
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City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
Site Plan
462
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City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
Parcel Map
463
Land Description and Analysis 37
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
Aerial
*Source: Google Map, Boundaries are approximate and aerial does not show the current development status of the subject property.
464
Proposed Improvements Description 38
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
Proposed Improvements Description
Overview
The subject property is being developed by DR Horton and details of the community is presented in the following table.
Floor Plan Summary
Floor Plan
Li vi ng
Area (SF) Bedroom Bathroom Stories Garage
Typical Lot
Size (SF)
De ve lope r's Base
Price
Plan 1547 1,547 3 2.5 Two 2-Car 3,600 $497,990
Plan 1678 1,678 4 2.5 Two 2-Car 3,600 $531,990
Plan 1811 1,811 4 2.5 Two 2-Car 3,600 $552,990
Plan 2311 2,311 5 3.0 Two 2-Car 3,600 $595,815
Jasper by DR Horton
The interior finish profile is considered to be of a typical quality for the area, which is generally average to good overall quality. There is no homeowner’s association (HOA) encumbering the subject.
The subject’s floor plans can be seen on the developer’s website.
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Proposed Improvements Description 39
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
466
Proposed Improvements Description 40
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
467
Proposed Improvements Description 41
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
468
Real Estate Taxes 42
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
Real Estate Taxes
The property tax system in California was amended in 1978 by Article XIII to the State Constitution, commonly referred to as Proposition 13. It provides for a limitation on property taxes and for a procedure to establish the current taxable value of real property by reference to a base year value, which is then modified annually to reflect inflation (if any). Annual increases cannot exceed 2% per year.
The base year was set at 1975-76 or any year thereafter in which the property is substantially improved or changes ownership. When either of these two conditions occurs, the property is to be re- appraised at market value, which becomes the new base year assessed value. Proposition 13 also limits the maximum tax rate to 1% of the value of the property, exclusive of bonds and direct charges.
Bonded indebtedness approved prior to 1978, and any bonds subsequently approved by a two-thirds vote of the district in which the property is located, can be added to the 1% tax rate.
Ad Valorem Taxes
The existing ad valorem taxes are of nominal consequence in this appraisal, primarily due to the fact these taxes will be adjusted substantially as the remaining property improvements are completed and in consideration of the definition of market value employed in this appraisal, which assumes a sale of the appraised properties. According to the Placer County Treasurer-Tax Collector’s Office, the subject has a tax rate of 1.050573% for tax year 2025-2026 (latest available), based on assessed value. In addition, the appraised properties are subject to direct charges. Based on information provided by the developer’s representative, it is estimated the subject would have direct charges of approximately $918 per lot.
Special Assessments
All of the appraised properties are encumbered by the Special Tax Lien of City of Lincoln CFD No. 2025-1 (Joiner Ranch East) that also increases 2% per year. With respect to special taxes, we have relied upon information provided by the special tax consultant for the annual special tax levy on the appraised properties, which are shown as follows for tax year 2025-2026:
Special Tax Table (Fiscal Year 2025-2026)
Land Use Category Square Footage Category
Single-Family Detached Property Less than 1,625 SF $3,464 per unit Single-Family Detached Property 1,625 - 1,725 SF $3,544 per unit Single-Family Detached Property 1,726 - 2,000 SF $3,648 per unit Single-Family Detached Property Greater than 2,000 SF $4,016 per unit Final Map Property N/A $4,016 per unit
Other Property N/A $61,120 per acre
Source: Rate and Method of Apportionment of Special Taxes A ssigne d Spe cial Tax
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City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
Highest and Best Use
Process
Before a property can be valued, an opinion of highest and best use must be developed for the subject site, both as if vacant, and as improved or proposed. By definition, the highest and best use must be:
• Legally permissible under the zoning regulations and other restrictions that apply to the site. • Physically possible.
• Financially feasible.
• Maximally productive, i.e., capable of producing the highest value from among the permissible, possible, and financially feasible uses.
Highest and Best Use As If Vacant
Legally Permissible
The site is zoned PD-MDR, Planned Development - Medium Density Residential. Permitted uses include residential uses. To our knowledge, there are no legal restrictions such as easements or deed restrictions that would effectively limit the use of the property. The subject property has an approved final map for 198 single-family homes on individual lots and associated improvements. The subject's present entitlements are the result of significant planning and review, and any rezone or land use different than currently approved is unlikely. Given prevailing land use patterns in the area, only residential use is given further consideration in determining highest and best use of the site, as though vacant.
Physically Possible
The physical characteristics of a site that affect its possible use include, but are not limited to, location, street frontage, visibility, access, size, shape, topography, availability of utilities, offsite improvements, easements and soil and subsoil conditions. The legally permissible test has resulted in single-family residential development; at this point the physical characteristics are examined to see if they are suited for the legally permissible use.
Based on our physical inspection of the subject property, we know of no reason why the property would not support development. All utilities are available to the perimeter of the site. The property is not located within an adverse earthquake, flood, or fire zone. Further, the subject is proximate to new development and development appears possible. Surrounding land uses are compatible and/or similar. Development on adjacent properties provides support that soils are adequate for development. Based on the physical characteristics of the subject property, residential development is considered physically possible and most appropriate.
Financially Feasible
Financial feasibility depends on supply and demand influences. With respect to financial feasibility of single-family residential development, in recent months merchant builders have acquired unimproved lots for near term construction, and there are multiple active projects in the area that demonstrate 470
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City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
demand for new homes. Finished lots are transferring for prices that exceed the sum of unimproved lots and site development costs, which reflects completion of site development is financially feasible.
Maximally Productive
Legal, physical, and market conditions have been analyzed to evaluate the highest and best use of the appraised properties as vacant. The analysis is presented to evaluate the type of use(s) that will generate the greatest level of future benefits possible to the property. Based on the factors previously discussed, the maximally productive use of the appraised properties, and their highest and best use as vacant is for near-term single-family residential development.
As Improved (Proposed)
As with the highest and best use as though vacant, the four tests of highest and best use must also be applied to the subject property considering the in-place improvements. Consideration must be given to the continued as-is use of the subject, as well as alternative uses for the subject. The potential alternative uses consist of demolition, expansion, conversion or renovation.
In the case of undeveloped land under development, consideration must be given to whether it makes sense to demolish existing improvements (either on-site or off-site improvements) for replacement with another use. The time and expense to demolish existing improvements, re-grade, reroute utilities or re-map must be weighed against alternative uses. If the existing or proposed improvements are not performing well, then it may produce a higher return to demolish existing improvements, if any, and re-grade the site for development of an alternative use.
Based on the current condition, the improvements completed contribute to the overall property value. The value of the subject property as improved exceeds its value as vacant less demolition. The highest and best use of the subject property as improved is for completion of the remaining site development costs and continuing construction of homes, as dictated by demand.
Most Probable Buyer
In conjunction with the definition of market value, this appraisal assumes a hypothetical sale of the subject properties to a probable buyer/user, as of the date of value. The subject is considered to have good appeal for production homes. The most probable buyer would be a developer/homebuilder for the partially-improved lots and homes under construction. The most probable buyer for the completed homes would be an individual homeowner.
471
Valuation Methodology 45
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
Valuation
Valuation Methodology
Appraisers usually consider three approaches to estimating the market value of real property. These are the cost approach, sales comparison approach and the income capitalization approach.
The cost approach assumes that the informed purchaser would pay no more than the cost of producing a substitute property with the same utility. This approach is particularly applicable when the improvements being appraised are relatively new and represent the highest and best use of the land or when the property has unique or specialized improvements for which there is little or no sales data from comparable properties.
The sales comparison approach assumes that an informed purchaser would pay no more for a property than the cost of acquiring another existing property with the same utility. This approach is especially appropriate when an active market provides sufficient reliable data. The sales comparison approach is less reliable in an inactive market or when estimating the value of properties for which no directly comparable sales data is available. The sales comparison approach is often relied upon for owner-user properties.
The income capitalization approach reflects the market’s perception of a relationship between a property’s potential income and its market value. This approach converts the anticipated net income from ownership of a property into a value indication through capitalization. The primary methods are direct capitalization and discounted cash flow analysis, with one or both methods applied, as appropriate. This approach is widely used in appraising income-producing properties.
Additional analyses often undertaken in the valuation of subdivisions include extraction, land residual analysis, and the subdivision development method.
Reconciliation of the various indications into a conclusion of value is based on an evaluation of the quantity and quality of available data in each approach and the applicability of each approach to the property type.
The methodology employed in this assignment is summarized as follows:
Approaches to Value
A pproach A pplicability to Subject Use in Assignment
Cost A pproach Not A pplicable Not Utilize d
Sales Comparison A pproach A pplicable Utilize d
Income Capitalization Approach Applicable Utilized
472
Market Valuation – Floor Plans 46
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
Market Valuation – Floor Plans
The market value of the subject’s smallest floor plan is estimated in this section. The objective of the analysis is to estimate the base price, net of incentives, upgrades and lot premiums. Incentives can take the form of direct price reductions or non-price incentives such as upgrades, interest rate buydowns, or non-recurring closing costs. The sales comparison approach to value is employed in order to provide an opinion of market value for smallest floor plan offered in the community.
This approach is based on the economic principle of substitution. According to The Appraisal of Real Estate, 15th Edition (Chicago: Appraisal Institute, 2020), “The principle of substitution holds that the value of property tends to be set by the cost of acquiring a substitute or alternative property of similar utility and desirability within a reasonable amount of time.” The sales comparison approach is applicable when there are sufficient recent, reliable transactions to indicate value patterns or trends in the market.
The proper application of this approach requires obtaining recent sales data for comparison with the appraised properties. In order to assemble the comparable sales, we searched public records and other data sources for leads, then confirmed the raw data obtained with parties directly related to the transactions (primarily brokers, buyers and sellers). Attempts were made to obtain comparable sales from surrounding communities; however, only one of those attempts were returned. Further, we searched the Multiple Listing Service (MLS) for resales of comparable properties. The comparables utilized in the following analysis are from sales from the subject property and surrounding communities. The floor plans within the community are shown in the following table.
Floor Plan Summary
Floor Plan
Li vi ng
Area (SF) Bedroom Bathroom Stories Garage
Typical Lot
Size (SF)
De ve lope r's Base
Price
Plan 1547 1,547 3 2.5 Two 2-Car 3,600 $497,990
Plan 1678 1,678 4 2.5 Two 2-Car 3,600 $531,990
Plan 1811 1,811 4 2.5 Two 2-Car 3,600 $552,990
Plan 2311 2,311 5 3.0 Two 2-Car 3,600 $595,815
Jasper by DR Horton
473
Market Valuation – Floor Plans 47
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
The comparable sales are summarized in the following table.
Comparable Home Sale Summary
No. Addres s
Contract
Date Sale Price
Close of
Escrow
Livi ng
Area (SF) Bedroom Bathroom Garage Year Built
Lot Si ze
(SF)
1 3031 United Drive 7/13/2025 $584,387 Pending 1,752 3 2.5 2-Car 2025 3,600 2 3067 United Drive 5/17/2025 $585,380 6/18/2025 1,752 3 2.5 2-Car 2025 3,600 3 3090 Paine Street 3/18/2025 $579,841 4/22/2025 1,752 3 2.5 2-Car 2025 3,800 4 1812 Talavera Drive 8/25/2025 $578,865 9/19/2025 1,678 4 2.5 2-Car 2025 3,234 5 1797 Talavera Drive 9/2/2025 $596,665 10/3/2025 1,811 4 2.5 2-Car 2025 3,516
Discussion of Adjustments
The sales are compared to the subject and adjusted to account for material differences that affect value. Adjustments are considered for the following factors, in the sequence shown below.
Adjustment Factor Accounts For Comments
Special Taxes Bond debt has a direct impact on
the amount for which the end
product will sell. In an effort to
account for the impact of bond
indebtedness on the sales price, we
establish a present value amount
for the difference in the bond
encumbrance between the subject
and comparables based on the
annual assessment, and the
estimated average holding period of
a single-family home, which is
estimated at 12 years.
The subject and all of the
comparables have a bond
encumbrance and are adjusted
accordingly.
Upgrades and
Incentives
The objective of the analysis is to
estimate the base value per floor
plan, net of incentives. Incentives
can take the form of direct price
reductions or non-price incentives
such as upgrades or non-recurring
closing costs.
Incentives and upgrades included in
the sales have been considered and
adjusted for in this analysis.
Real Property Rights Fee simple, leased fee, leasehold, partial interest, etc.
All the comparables represent fee
simple estate transactions.
Therefore, adjustments for property
rights are not necessary.
Financing Terms Seller financing, or assumption of
existing financing, at non-market
terms.
The comparable sales were cash to
the seller transactions and do not
require adjustments.
Conditions of Sale Extraordinary motivation of buyer
or seller, assemblage, forced sale.
The comparables did not involve
any non-market or atypical
474
Market Valuation – Floor Plans 48
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
Adjustment Factor Accounts For Comments
conditions of sale. Adjustments for
this factor do not apply.
Market Conditions
(Date of Sale, Phase
Adjustment)
The market conditions vary over
time, but the date of this appraisal
is for a specific point in time. In a
dynamic economy – one that is
undergoing changes in the value of
the dollar, interest rates and
economic growth or decline – extra
attention needs to be paid to assess
changing market conditions.
Significant monthly changes in price
levels can occur in several areas of a
neighborhood, while prices in other
areas remain relatively stable.
Although the adjustment for market
conditions is often referred to as a
time adjustment, time is not the
cause of the adjustment.
As demonstrated in the previous
market analysis section, new home
pricing on a dollar per square foot
basis has been fluctuating over the
past several quarters in the
subject’s market area, as well as
within the region overall. Home
pricing over the past several months
has moderated and/or remained
steady as homebuilders have
adjusted to shifting demand; as
such, no adjustments are warranted
for market conditions.
Location Location is a very important factor
to consider when making
comparisons. The comparables
need not be in the same
neighborhood but should be in
neighborhoods that offer the same
advantage and have, in general, the
same overall desirability to the
most probable buyer or user.
The subject and all of the
comparables are located in a similar
location and no adjustments are
warranted.
Community Appeal Community characteristics that may
influence sale prices include a gated
amenity or the condition of
surrounding development.
The subject and all of the
comparables have similar
community appeal and do not
require adjustments.
Lot Size The lot size adjustment pertains to
the differences between the
subject’s average lot size and
comparables with either larger or
smaller lots. It does not include any
lot premium adjustments, which are
adjusted for separately. The
amount of the adjustment used in
the comparison of the base lot sizes
comes from a survey of premiums
paid for larger lots.
Considering the average lot size
adjustment factors indicated by the
comparable sales utilized in this
analysis, lot size adjustment factor
of $12.00 /SF is considered
reasonable for the subject’s
residential lots. This figure is
supported by observations of sales
in the subject’s market area.
475
Market Valuation – Floor Plans 49
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
Adjustment Factor Accounts For Comments
Lot Premiums/
Discounts
Properties sometimes achieve
premiums for corner or cul-de-sac
positioning, or proximity to open
space or views. Adjustments for lot
position premiums would be in
addition to lot size adjustments
previously considered.
Appropriate adjustments are
applied based upon lot placement
and configuration within their
respective projects.
Design and Appeal Design and appeal of a floor plan is
consumer specific. One exterior
may appeal to one buyer, while
another appeals to a different
buyer. These types of features for
new homes with similar functional
utility are not typically noted in the
base sales prices.
All of the comparables are similar to
the subject in regard to design and
appeal.
Quality of
Construction
Construction quality can differ from
slightly to substantially between
projects and is noted in the exterior
and interior materials and design
features of a standard unit. In terms
of quality of construction, the
subject represents good
construction quality.
All of the comparable sales feature
similar construction quality and do
not require adjustments. However,
slight adjustments are made to
those comparables with superior or
inferior quality finishes.
Age/Condition When comparing resale to resale,
the market generally reflects a
difference of 1% per year of
difference in effective age.
All of the comparables represent
new construction; thus, no
adjustments are required.
Functional Utility
Ability to adequately provide for its
intended purpose.
The appraised properties and
comparables represent traditional
detached single-family residential
construction on similar lot size
categories as the subject.
Adjustments for this factor do not
apply.
Room Count For similar size units the differences
between room count is a buyer
preference. One buyer might prefer
two bedrooms and a den versus a
three-bedroom unit. Extra rooms
typically result in additional building
area and are accounted for in the
size adjustment. Therefore, no
adjustments are made for number
of total rooms or bedrooms.
Because bathrooms are a functional
item for each floor plan and add
substantial cost due to the number
of plumbing fixtures, an adjustment
is made for the difference in the
number of fixtures between the
subject and the comparable sales.
The adjustment is based on an
amount of $10,000 per fixture (or
half-bath) and is supported by cost
476
Market Valuation – Floor Plans 50
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
Adjustment Factor Accounts For Comments
estimates for an average quality
home in the Residential Cost
Handbook, published by the
Marshall and Swift Corporation.
Considering the fact that plumbing
upgrades for existing bathrooms
generally range from $5,000 to over
$25,000 for the various fixtures, the
$10,000 per fixture, or half-bath, is
supported. Consequently, a factor
of $20,000 per full bath is also
applied in our analysis.
Unit Size/Living Area Units similar (in the same
development), except for size, were
compared to derive the applicable
adjustment for unit size. Those used
for comparison purposes, are units
within similar projects. Units within
the same project were used since
they have a high degree of similarity
in quality, workmanship, design and
appeal. Other items such as a single
level or two-story designs, number
of bathrooms and number of garage
spaces were generally similar in
these comparisons, in order to
avoid other influences in price per
square foot. Where differences
exist, they are minor and do not
impact the overall range or average
concluded.
The typical range indicated by the
paired units in this analysis
generally demonstrated a value
range from approximately $50 to
upwards of $100 per square foot.
Considering the information cited
above, a factor of $85.00 per square
foot is concluded to be appropriate
and reasonable for the difference in
living area between the subject and
the comparables, given the quality
of the product.
Number of Stories For similar size units, the
differences between the number of
stories is typically a buyer
preference. One buyer might prefer
a single-story versus a two-story
unit.
In current market conditions, single
story floor plans typically demand a
slight premium. However, the
subject and all of the comparables
have a similar number of stories and
no adjustment is warranted.
Parking/Garage Number of garage spaces The subject and all of the comparables offer a 2-Car garage.
Therefore, no adjustment is
warranted for parking/garage.
Landscaping Included landscaping The subject and all of the 477
Market Valuation – Floor Plans 51
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
Adjustment Factor Accounts For Comments
comparables include only front yard
landscaping. Therefore, no
adjustment is warranted for
landscaping.
Adjustment Grids
The following pages include grids reflecting the aforementioned adjustments.
478
Market Valuation – Floor Plans 52
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
Plan 1547
Project Information Subject Propert y
Project Name Jasper Jubilee at Independence Jubilee at Independence Jubilee at Independence Jasper Jasper Plan Plan 1547 Plan 1 Plan 1 Plan 1 Plan 1678 Plan 1811 Address/Lot Number 3031 United Drive 3067 United Drive 3090 Paine Street 1812 Talavera Drive 1797 Talavera Drive City/A re a Lincoln L incoln L incoln L incoln Lincoln Lincoln Price N/Ap $584,387 $585,380 $579,841 $578,865 $596,665 Price Per SF N/Ap $333.55 $334.12 $330.96 $344.97 $329.47 Special Taxes (12-year hold at 5.5%) $29,855 $25,007 $25,007 $25,007 $30,544 $31,440 Adjustment -$4,848 -$4,848 -$4,848 $689 $1,586
Adjusted Price (Including Bonds) $579,539 $580,532 $574,993 $579,554 $598,251 Total Consideration per SF $330.79 $331.35 $328.19 $345.38 $330.34 Data Source Proje ct sales age nt Project sale s age nt Proje ct sale s age nt Proje ct sale s age nt Proje ct sale s age nt Incentives N/Ap Yes ($50,434) Yes ($68,877) Yes ($60,879) Yes ($73,865) Yes ($60,000) Upgrades Base Yes ($45,397) Yes ($44,390) Yes ($42,851) Yes ($4,875) Yes ($4,675) Effective Base Sales Price $483,708 $467,265 $471,263 $500,814 $533,576 Adjustments: Factor Description +/(-) Description +/(-) Description +/(-) Description +/(-) Description +/(-) Prope rty Right s Fe e Sim ple Sim ilar Sim ilar Sim ilar Sim ilar Sim ilar Financing Terms Cash Equivalent Similar Similar Similar Similar Similar Conditions of Sale Market Market Market Market Market Market Market Conditions
Contract Date 10/1/2025 7/13/2025 5/17/2025 3/18/2025 8/25/2025 9/2/2025 Project Location Lincoln Lincoln Lincoln Lincoln Lincoln Lincoln Com munity A ppe al A ve rage Similar Similar Similar Similar Sim ilar Lot Size $12.00 3,600 3,600 $0 3,600 $0 3,800 ($2,400) 3,234 $4,392 3,516 $1,008 L ot Pre mium N/A p Similar Similar Similar Similar Sim ilar Design and A ppeal A ve rage Similar Similar Similar Similar Sim ilar Quality of Construction Good Similar Similar Similar Similar Sim ilar A ge (Total/Effe ctive) Ne w Similar Similar Similar Similar Sim ilar Condition Good/Ne w Similar Similar Similar Similar Sim ilar Functional Utility A ve rage Similar Similar Similar Similar Sim ilar Room Count
Bedrooms 3 33344
Baths $20,000 2.5 2.5 $0 2.5 $0 2.5 $0 2.5 $0 2.5 $0
Living Area (SF) $85.00 1,547 1,752 ($17,425) 1,752 ($17,425) 1,752 ($17,425) 1,678 ($11,135) 1,811 ($22,440) Number of Stories Two Two Two Two Two Two
Heating/Cooling Ce ntral/Force d Similar Similar Similar Similar Sim ilar Garage $20,000 2-Car 2-Car 2-Car 2-Car 2-Car 2-Car
L andscaping Front Similar Similar Similar Similar Sim ilar Pool/Spa None Similar Similar Similar Similar Sim ilar
Patios/De cks Patio Similar Similar Similar Similar Sim ilar Fe ncing Re ar Similar Similar Similar Similar Sim ilar Kitchen Equipment Average Similar Similar Similar Similar Similar Othe r None Similar Similar Similar Similar Sim ilar
Gross Adjustments $17,425 $17,425 $19,825 $15,527 $23,448 Net Adjustments ($17,425) ($17,425) ($19,825) ($6,743) ($21,432) Adjusted Retail Value $466,283 $449,840 $451,438 $494,071 $512,144 Concluded Retail Value $480,000
Indicated Value Per SF $310.28
Comparable 1 Comparable 2 Comparable 5Comparable 3 Comparable 4
Adjustments were necessary to account for differences between these homes and the subject’s floor plan. The sales provide a range of indicators of $449,840 to $512,144 . Primary emphasis is placed on the two comparable sales within the subject property. However, we placed some reliance on the remaining comparables as there has yet to be a sale of the subject floor plan. An estimate slightly greater than the midpoint of the comparables is considered to be reasonable. We have concluded an estimate of value of $480,000 for Plan 1547 for Jasper by DR Horton. 479
Market Valuation – Floor Plans 53
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
Conclusion of Home Values
Based on the analysis herein, the market value conclusion for the homes is summarized in the following table.
Floor Plan Value Conclusions
Floor Plan
Li vi ng
Area (SF) Bedroom Bathroom Stories Garage
Typi cal Lot
Size (SF)
Concluded Base
Retail Value
Plan 1547 1,547 3 2.5 Two 2-Car 3,600 $480,000
480
Sales Comparison Approach 54
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
Sales Comparison Approach
In this section of the report, we will utilize the sales comparison approach to estimate the market value of the subject lots. This value estimate assumes the subject property would sell on a bulk, or wholesale, basis. That is, it would transfer in one transaction to a single buyer. This approach develops an indication of value by researching, verifying, and analyzing sales of similar properties. Our sales research focused on transactions within the following parameters:
• Location: Lincoln and surrounding areas
• Typical Lot Size: 2,500 to 5,000 square feet
• Number of Lots: 40 to 250 lots
• Transaction Date: 2023 or later
The bulk lot sales are analyzed on a loaded lot basis. Loaded lot is the equivalent of underlying land, any remaining site development costs and all fees paid through the building permit for home construction. The most relevant sales are summarized in the following table:
481
Sales Comparison Approach 55
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
Summary of Comparable Land Sales
No. Name/Address
Sale Date;
Status
Sale Price ; Bond
Conside ration/L ot
Typi cal Lot
Size Number of Lots $/Lot
Expenditures After
Purchase
1 V illage 15/16 - Phase 1C Place r One May-25 $25,746,975 3,102 201 $128,094 $136,806 Sunset Blvd. Closed $6,200
Placer County
Placer County
2 Freedom at Liberty Jan-25 $14,960,000 3,825 88 $170,000 $70,694 Tri bute Ln. Closed $6,700
Li ncol n
Placer County
3 Noble at Liberty Jan-25 $9,900,000 4,250 60 $165,000 $69,708 Liberty Pky. Closed $6,800
Li ncol n
Placer County
4 Place r One - Village 14 Jan-25 $11,700,000 3,255 156 $75,000 $182,594 Sunset Blvd. Closed $6,122
Placer County
Placer County
5 Legacy at Liberty Dec-24 $15,750,000 4,400 96 $164,063 $72,326 Liberty Pky. Closed $6,000
Li ncol n
Placer County
6 Winding Cre e k - V illage s C-6 & C-8 N ov-24 $15,280,000 4,050 80 $191,000 $92,423 E/O Westbrook Blvd., N/O Blue Oaks Blvd. Closed $3,142
Rose ville
Placer County
7 Place r One - Village s 8 through 11 Se p-24 $23,591,500 5,153 253 $93,247 $191,547 Momentum Dr. Closed $6,474
Placer County
Placer County
8 Winding Cre e k - V illage C-20 Se p-24 $12,127,500 2,800 77 $157,500 $86,286 W/O Westbrook Blvd., N/O Blue Oaks Blvd. Closed $5,094
Rose ville
Placer County
Subject 3,600 198
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
Lincoln, CA
Comme nts: 201 re side ntial lots with a typical lot size of 3,102 square fe e t sold in blue top condition for $128,094 pe r lot. The site de ve lopm e nt costs to bring the lots to finishe d condition is estimated at $64,906 per lot. Permits and fees are estimated at $71,900 per lot. We were not provided with an estimated bond en cumbrance. Therefore, based on a survey of surroundi ng properti es, i t i s esti mated the subject woul d have a bond encumbrance of $3,000 per l ot. The purchase pri ce i s i n addi ti on to a Master Marketing Fee of 0.50% of the purchase price in connection with the closing of each individual home.
Comme nts: This is a sale of 88 finishe d lots with a typical lot size of 3,825 square fe e t within L ibe rty at L incoln. Pe rmits and fees are estimated at $70,694 per lot, while special taxes are estimated at $3,100 per lot per year. The community is located proximate to the City of Lincoln Wastewater Treatment Plant.
Comments: This is the first phase of the transaction of 60 finished lots with a typical lot size of 4,250 at Liberty at Lincoln . The second phase consists of nine lots and will transfer upon completion of dry-utility improve me nts and final m ap re cordation. Pe rm its and fe e s are e stim ate d at $69,708 pe r lot, while spe cial taxe s are estimated at $3,350 per lot per year. The community is located proxi mate to the Ci ty of Li ncol n Wastewater Treatment Pl ant.
Comme nts: 156 alle y-loade d re side ntial lots with a typical lot size of 3,255 square fe e t sold in blue top condition for $75,000 per lot. The site development costs to bring the lots to finished condition is estimated at $100,894 per l ot. Permits and fees are estimated at $81,700 per lot. Special taxes are estimated at $2,671 per lot. The purchase price is in addition to a Maste r Marke ting Fe e of 0.50% of the purchase price in conne ction with the closing of e ach individual hom e .
Comme nts: This is a sale of 96 finishe d lots with a typical lot size of 4,400 square fe e t within L ibe rty at L incoln. Pe rmits and fees are estimated at $72,326 per lot, while special taxes are estimated at $3,400 per lot per year. The community is located proximate to the City of Lincoln Wastewater Treatment Plant.
Comme nts: This comparable re pre se nts the sale of 80 finishe d lots with a typical lot size of 4,050 square fe e t. Pe rmits & fe e s ave rage $92,423 pe r lot and annual spe cial asse ssm e nts are $3,237 pe r lot. T he purchase price is in addition to a Maste r Marke ting Fe e of 0.75% of HUD Purchase Price which is to be paid in conne ction with each home closing.
Comme nts: This is a sale of 253 blue top lots consisting of Village s 8 through 11 in Place r One . Village 8 consists of 82 re sid ential lots with an estimated 3,600 square foot typical lot size and have a four-pack configuration. T he re maining village s have a traditional lot configuration. T he re maining site de ve lopme nt costs we re esti mated at $105,347 per lot, whi le permits and fees are estimated at $86,200 per lot. Based on other projects in the area, the special taxes are estimated at $3,061 per lot. The purchase price i s i n addi ti on to a Mas ter Marketi ng Fee of 0.50% of the purchas e pri ce i n connection with the closing of each individual home.
Comme nts: This comparable re pre se nts the sale of 77 finishe d MDR lots with a typical lot size of 2,800 square fe e t (35'x80'). Permits & fees are $86,286 per lot and annual special assessments are $2,547 pe r lot. The purchase price is in addition to a Maste r Marke ting Fe e of 0.75% of HUD Purchase Price which is to be paid in conne ction with e ach home closing. The lots are locate d in RCSD/RJUHSD.
482
Sales Comparison Approach 56
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
Comparable Land Sales Map
483
Sales Comparison Approach 57
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
Loaded Lot Analysis
Prior to the application of adjustments, the following items are added to the per lot sale price.
Loaded Lot Analysis
Remaining Site Dev. Cost We a pply adjustments for remaining site development costs (if any).
Permits and Fees Permits and fees due upon building permit are included on a dollar-for- dollar basis.
Bond Encumbrance If applicable, we consider the annual special tax and typical holding time for a developer (2 years) for each comparable (if bond debt exists).
Adjustment Factors
The sales are compared to the subject and adjusted to account for material differences that affect value. Adjustments are considered for the following factors, in the sequence shown below.
Adjustment Factor Accounts For Comments
Real Property Rights Fee simple, leased fee, leasehold, partial interest, etc.
All the comparables represent fee
simple estate transactions.
Therefore, adjustments for property
rights are not necessary.
Financing Terms Seller financing, or assumption of
existing financing, at non-market
terms.
All of the comparables are all cash
or cash to seller transactions and do
not warrant an adjustment.
Conditions of Sale Extraordinary motivation of buyer
or seller, assemblage, forced sale.
All of the comparables are market
transactions and do not warrant an
adjustment for conditions of sale.
Market Conditions Changes in the economic
environment over time that affect
the appreciation and depreciation
of real estate.
Home values increased significantly
leading up to the first quarter of
2022, when mortgage interest rates
began a steady increase from
historical lows (below 3%) to over
7%. While some price appreciation
was offset by rising construction
costs (materials) and labor
shortages during the pandemic,
construction costs have since
moderated. As the inventory of
available new homes continues to
deplete, and demand remains
strong, despite the higher mortgage
interest rates, home prices appear
484
Sales Comparison Approach 58
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
Adjustment Factor Accounts For Comments
to be stabilizing; though, increased
incentives towards financing costs
(interest rate buy-downs) remains
prevalent in the market. Market
participants have noted that current
market values are similar to late
First Quarter 2022, which
represented the top of the market
with land values subsequently
declining due to the rising interest
rates and other economic
conditions. This has been short-
lived, as recent market interviews
suggest merchant builders were
very active leading up to the
beginning of 2025, but have been
more cautious as homebuilders are
reacting to shifting demand from
homebuyers. Comparables that
transferred in the beginning of 2024
and prior warrant an upward
adjustment unless the contract was
negotiated in the first quarter of
2022. Several sales were negotiated
prior to the dates of sale. The
contract dates of each sale were
accounted for in this analysis. For
more information of the sales
comparables, please refer to the
addenda of the report.
Location/Community
Appeal
Market or submarket area
influences on sale price;
surrounding land use influences.
The subject is located in the city of
Lincoln. Comparables 1, 4, 6, 7, and
8 are located in superior locations
compared to the subject and
warrant downward adjustments.
Conversely, Comparables 2, 3, and 5
are located in a slightly inferior
location in the city of Lincoln given
their location proximate to the City
of Lincoln Wastewater Treatment
Plant.
485
Sales Comparison Approach 59
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
Adjustment Factor Accounts For Comments
Number of Lots Generally, there is an inverse
relationship between the number of
lots and price per lot such that
larger projects (with a greater
number of lots) achieve a lower
price per lot.
Typically, variances in per lot prices,
all else being equal, are not
observed in transactions between
40 and 250 lots. Comparable 7
transacted with a greater number of
lots than a typical transaction and
warrants an upward adjustment. No
further adjustments for the number
of lots is required.
Lot Size Adjustments for differences in lot
size between the comparables and
subject are considered.
Those comparables with discernably
larger lot sizes relative to the
subject’s typical lot size of 3,600
square feet, are adjusted
downward. Conversely,
comparables with smaller lot sizes
are adjusted upward.
Site Utility
Differences in contour, drainage,
soil conditions, as well as project
design, can affect the utility and
therefore, the market value of the
properties.
The subject property is considered
to have average utility. Comparable
4 has an alley-loaded lot
configuration, which is considered
to be inferior to a traditional
configuration and warrants an
upward adjustment. Each of the
comparables are considered to offer
similar site utility as the subject and
no additional adjustment for this
characteristic are required.
Lot Premiums/
Discounts
Primary physical factors that affect
desirability of lots.
The subject has average lot
premiums/discounts. All of the
comparables have similar lot
premiums/discounts and no
adjustments are warranted.
The following table summarizes the adjustments we make to the comparable sales. 486
Sales Comparison Approach 60
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
Land Sales Adjustment Grid
Subject Comparable 1 Comparable 2 Comparable 3 Comparable 4 Comparable 5 Comparable 6 Comparable 7 Comparable 8 Name Ci ty of Li ncol n CFD
No. 2025-1 (Joiner
Ranch East)
V illage 15/16 -
Phase 1C Placer
One
Freedom at Liberty Noble at Liberty Placer One -
V illage 14
Legacy at Li berty Wi ndi ng Creek -
Villages C-6 & C-8
Pl acer One -
Villages 8 through
11 Winding Creek -
V illage C-20
City L incoln Place r County L incoln L incoln Place r County L incoln Rose ville Place r County Rose ville County PlacerP lacerP lacerP lacerP lacerP lacerP lacerP lacerP lacer Sale Date May-25 Jan-25 Jan-25 Jan-25 Dec-24 Nov-24 Sep-24 Sep-24 Sale Status Closed Closed Closed Closed Closed Closed Closed Closed Sale Price $25,746,975 $14,960,000 $9,900,000 $11,700,000 $15,750,000 $15,280,000 $23,591,500 $12,127,500 Number of Lots 198 201 88 60 156 96 80 253 77
Price per Lot $128,094 $170,000 $165,000 $75,000 $164,063 $191,000 $93,247 $157,500 Expenditures After Purchase $136,806 $70,694 $69,708 $182,594 $72,326 $92,423 $191,547 $86,286 Bond Consideration $6,000 $6,200 $6,700 $5,342 $6,800 $6,474 $6,122 $5,094 Price per Lot (Loaded) $270,900 $246,894 $241,408 $262,936 $243,189 $289,897 $290,916 $248,880 Property Rights Fee Simple Fee Simple Fee Simple Fee Simple Fee Simple Fee Simple Fee Simple Fee Simple Ranking ––––––––
Financing Term s Cash to se lle r Cash to se lle r Cash to se lle r Cash to se lle r Cash to se ller Cash to se ller Cash to se lle r Cash to se lle r Adjustment ––––––––
Condi ti ons of Sal e Market Market Market Market Market Market Market Market Adjustment ––––––––
Market Conditions 10/1/2025 May-25 Jan-25 Jan-25 Jan-25 Dec-24 Nov-24 Sep-24 Sep-24 Adjustment ––––––I nferior –
Property Adjustments
L ocation/Com m unity L incoln Place r County L incoln L incoln Place r County L incoln Rose ville Place r County Rose ville Adjustment Superior Inferior Inferior Superior Inferior Superior Superior Superior Number of Lots 198 201 88 60 156 96 80 253 77
Adjustment ––––––I nferior –
Typical Lot Size 3,600 3,102 3,825 4,250 3,255 4,400 4,050 5,153 2,800 Adjustment Inferior – Superior – Superior Superior Superior Inferior Si te Uti l i ty Average Average Average Average Al l ey-Loaded Average Average Average Average Adjustment –––I nferior ––––
Lot Premi ums /Di s counts Average Average Average Average Average Average Average Average Average Adjustment ––––––––
Overall Ranking Superior Inferior Inferior Superior Inferior Superior Superior Similar 487
Sales Comparison Approach 61
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
Land Value Conclusion
The comparables reflect a range of sales prices of $75,000 to $191,000 per lot. The wide disparity in the unadjusted range is largely attributable to lot condition at time of sale (unimproved lots, partially improved lots and improved lots), as well as differences in permits and fees and bonds encumbrances.
After accounting for remaining site development costs, permits and fees and bond encumbrances, the comparables exhibit a loaded lot range of $241,408 to $290,916 per loaded lot. The following table summarizes the loaded lot values (unadjusted) and our conclusion of loaded lot value for the subject property.
Bulk Lot Ranking Summary
Comparable Sale Date
$/ Loaded Lot
(Unadjusted) Net Adjustment
7 Sep-24 $290,916 Superior
6 Nov-24 $289,897 Superior
1 May-25 $270,900 Superior
4 Jan-25 $262,936 Superior
Subject -- $250,000 --
8 Sep-24 $248,880 Similar
2 Jan-25 $246,894 Inferior
5 Dec-24 $243,189 Inferior
3 Jan-25 $241,408 Inferior
Estimated Unit Value $250,000
In addition to the previously analyzed sales, we are aware of four pending bulk lot transactions in the Creekview master planned community in Roseville. Each of the transactions were either negotiated downward or cancelled by the buyers. The transactions that were cancelled were then back filled by another national homebuilder at a lower price. The contracts were adjusted downward anywhere from 5.0% to 7.50%. While we are aware of the details of the pending transactions, we do not have all the information necessary to utilize the comparables within our analysis.
Primary reliance is placed on the Comparables 1 and 2 as they are considered to be the best indicators of value. The remaining comparables are considered to be good indicators of value and support the conclusion of finished lot value for the subject.
A loaded lot indicator of $250,000 per lot appears reasonable. Deducting the subject’s net permits and fees due at building permit ($52,100 per lot), which is reflective of the impact fees to be financed by the proposed Bonds, yields a lot value for the subject property of $197,900 ($198,000 per lot, rounded), as calculated below.
Conclusion of Value: Sales Comparison Approach
Concluded Loaded Lot Value $250,000
Le ss: Permits & Fee s ($52,100)
Estimated Finished Lot Value $197,900
Rounded $198,000
488
Land Residual Analysis 62
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
Land Residual Analysis
The land residual analysis is employed as an additional indicator of market value for the subject’s lots.
This valuation method is used in estimating land value when subdivision and development are the highest and best use of the land being appraised. All direct and indirect costs are deducted from an estimate of the anticipated gross sales price of the improved product; the resultant net sales proceeds are then discounted to present value at an anticipated rate over the development and absorption period to indicate the value of the land. The land residual analysis is conducted on a quarterly basis. As a discounted cash flow analysis, the land residual analysis consists of four primary components summarized as follows:
Revenue – the gross income is based on the sale of completed homes.
Absorption Analysis – the time frame required for sell off. Of primary importance in this analysis is the allocation of the revenue over the absorption period – including the estimation of an appreciation factor (if any).
Expenses – the expenses associated with the sell-off are calculated in this section – including direct and indirect construction costs, administration, marketing, and commission costs, as well as taxes and special taxes (if any).
Discount Rate – an appropriate discount rate is derived employing a variety of data.
Discussions of these four concepts follows below, with the discounted cash flow analysis offered at the end of this section.
Revenue
The projected sales price for the average unit within the project will vary, as the ultimate sales price is affected by unit size, location within the project, site influences, construction costs, anticipated premiums achievable at the point of retail sale, as well as external influences such as adjacent land uses.
The subject has 198 lots with a typical lot size of 3,600 square feet. The subject is being developed as one community; however, given the number of lots within the subject, a homebuilder would likely offer two product lines that have a wider variety of homes to capture a greater buyer pool. Therefore, for the purposes of this analysis, we will analyze the subject as if two product lines are being developed on the subject property.
Based on the Residential Market Analysis section of this report and considering current asking prices, we estimate a typical average-sized home on the subject would contain approximately 1,900 square feet and would have a corresponding base price of $540,000. These estimates will be utilized in the analysis.
Closing Projections
The typical time required for the construction of units has been approximately three to six months from start to closing. It is assumed that initial closings will occur within three to six months of the date of sale. The premise is that the builder constructs efficiently as homes are sold. These assumptions are reflected in the projected construction schedule shown in the land residual models at the end of this 489
Land Residual Analysis 63
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
section. Since the land residual analysis is conducted on a quarterly basis, closings are reflected in the following period, as most construction will be substantially completed prior to initiation of sales.
Changes in Market Conditions (Price Increases or Decreases) The subject’s market area has experienced rapid market appreciation in home prices for the past few years; however, in early 2022 the Federal Reserve Bank began raising the benchmark federal-funds rate (from near zero in March 2022) in an effort to manage rising inflation. The fed-funds rate currently ranges between 4.00% to 4.25%, which has resulted in a substantial rise in mortgage interest rates, which are now approximately 6.50% and have moderated from 8.0% in October of 2023. The rise in mortgage interest rates has impacted the affordability of homes for a certain segment of the homebuyer market, which may impact pricing in the near term. Consequently, under current market conditions, forecasting home appreciation during the absorption period is speculative, and several homebuilders surveyed indicate they typically do not trend/forecast home appreciation during the sell-off period. Therefore, for purposes of this analysis, the home price revenue will be held constant during the sell-off period.
Absorption
Typically, multiple product lines would be marketed in a subdivision to create characteristics appealing to as many potential purchasers as possible. Offering home products within a subdivision to different market segments is done with the aim of increasing absorption and reducing the overall development holding period for a project.
Based on the typical marketing and absorption rate data presented in the Residential Market overview, we estimate an absorption rate of 2.50 units per month for each product line or 5.0 units per month or 15.0 units per quarter. Home sales begin in Period 1, and the subject lots sell out in Period 14, with Period 15 needed to complete construction and close escrow. Our disposition period for the subject lots is over the course of 3.75 years. Market conditions are anticipated to remain stable over this time.
Expense Projections
As part of an ongoing effort to assemble market information, the table below reflects survey responses and developer budget information for numerous single-family residential subdivisions throughout the Northern California region.
Subdivision Budgets
Developer
Classification Municipality
Budget
Date
No. of
Units Quality
Avg. Home
Size (SF)
Typical Lot
Size
G & A % of
Revenue
Mkt & Sales %
of Revenue
Direct
Costs/SF
Indirect
Costs/SF
Indirect % of
Direct Costs
Site
Costs/Lot
Permits &
Fees/Unit
Cost per
Model
Profit % of
Revenue IRR
Projected
Sales/Mo.
National Manteca 2025 172 Average 2,537 6,147 0.2% 0.4% N/Av N/Av N/Av $94,186 $66,600 N/Av 14.50% 25.0% 5 National Rancho Cordova 2025 55 Average 3,131 6,300 N/Av N/Av $89.90 N/Av N/Av $72,436 $82,900 N/Av N/Av N/Av 3 National Folsom 2025 211 Good 3,267 5,546 3.3% 1.0% N/Av N/Av 10.0% $166,943 $56,500 N/Av 26.00% N/Av 4 National Placer County 2024 107 Good 3,626 9,000 2.0% 1.0% $104.58 N/Av N/Av N/Av $89,819 N/Av N/Av 20.0% N/Av National Lincoln 2024 862 Average 2,056 5,280 N/Av N/Av $99.56 N/Av N/Av $161,203 $60,400 N/Av N/Av N/Av 2.8 National Stockton 2024 236 Average 1,500 5,940 6.0% 6.0% $119.00 N/Av N/Av $131,355 $42,660 N/Av N/Av 25.0% 6 National Lincoln 2024 184 Average 2,098 2,746 4.5% 4.5% $92.00 $11.44 12.43% $98,293 $28,400 N/Av 19.00% 7.0% N/Av National Roseville 2024 120 Average 2,170 3,825 3.5% 3.5% $129.00 N/Av N/Av $88,501 $63,700 N/Av 13.00% N/Av 4 National Dixon 2024 85 Average 2,147 4,800 N/Av 4.5% $95.47 $9.78 10.24% N/Av $96,000 N/Av N/Av N/Av 3 National Elk Grove 2023 606 Average 2,267 5,784 N/Av N/Av $109.88 N/Av N/Av $145,000 $50,798 N/Av N/Av N/Av N/Av National Elk Grove 2023 435 Average 2,779 6,096 N/Av N/Av $100.15 N/Av N/Av $120,000 $84,203 N/Av N/Av N/Av N/Av Local Carmichael 2023 46 Average 1,411 3,400 N/Av N/Av $130.00 $18.00 13.85% $94,565 $38,000 N/Av N/Av N/Av N/Av National Roseville 2023 63 Average 2,200 3,995 2.0% 5.0% N/Av N/Av N/Av $66,480 $60,883 N/Av 10.0% N/Av 4 National Elk Grove 2023 85 Average 1,844 3,000 N/Av N/Av $96.00 N/Av N/Av $65,855 $48,588 N/Av N/Av N/Av N/Av Regional Elk Grove 2023 52 Average 2,607 6,200 N/Av 5.80% $101.86 $6.86 6.73% $164,076 $73,595 N/Av 10.06% N/Av 4 National Rancho Cordova 2023 573 Average 2,327 5,232 N/Av N/Av $99.86 N/Av 2.50% $126,003 $98,422 N/Av 20.00% N/Av 3 National Folsom 2022 919 Good 1,877 4,782 3.0% 3.0% $143.00 N/Av N/Av N/Av $78,522 N/Av N/Av 25.0% 4 National Lincoln 2022 159 Average 1,575 2,275 N/Av N/Av $145.64 N/Av N/Av $41,811 $54,100 N/Av 28.0% 25.0% 6 National Lincoln 2022 65 Average 3,447 5,200 N/Av N/Av $110.00 N/Av N/Av N/Av $71,290 N/Av N/Av N/Av N/Av 490
Land Residual Analysis 64
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
Information from the survey above will contribute to the estimate of development expenses classified as follows.
General and Administrative
These expenses consist of management fees, liability and fire insurance, inspection fees, appraisal fees, legal and accounting fees and copying or publication costs. This expense category typically ranges from 2.5% to 4.0%, depending on length of project and if all of the categories are included in a builder’s budget. We have used 3.0% for general and administrative expenses.
Marketing and Sale
These expenses typically consist of advertising and promotion, closing costs, sales operations, and sales commissions. The expenses are expressed as a percentage of the gross sales revenue. The range of marketing and sales expenses typically found in projects within the subject’s market area is 5.0% to
6.5%. A figure of 5.0%, or 2.50% for marketing and 2.50% for sales, is estimated in the marketing and sales expense category.
Property Taxes (Ad Valorem and Special Taxes)
The subject is located within an area with an effective tax rate of 1.0506%. This amount is applied to the estimated market values and divided by the total number of units to yield an estimate of ad valorem taxes/unit/year for each phase. The tax amounts are applied to unclosed inventory over the sell-off period. Property taxes are increased by 2% per year.
The subject is within the boundary of the City of Lincoln CFD No. 2025-1 (Joiner Ranch East). Special Taxes associated with the District, for the most recently available tax year amount to $3,648 per unit, which is utilized in the analysis, in addition to $918 of additional direct charges per unit. The total tax expense is gradually reduced over the absorption period, as the land components are sold off.
HOA
There is no homeowner’s association related to the subject property.
Permits and Fees
Based on the information provided, the estimate of net permits and fees for the subject are estimated at $52,100 per lot.
Direct and Indirect Construction Costs
Construction costs are generally classified into direct and indirect costs. Direct costs reflect the cost of labor and materials to build the project. Direct costs generally are lower per square foot for larger floor plans, all else being equal, due to economies of scale. Indirect items are the carrying costs and fees incurred in developing the project and during the construction cycle. Construction quality and market-segment are significant factors that affect direct construction costs. In addition, national/public builders, which are able to achieve lower costs due to the larger scale in which orders are placed, routinely achieve lower direct costs.
Conversations with homebuilders indicate construction costs increased significantly over the course of the pandemic, but have since moderated and stabilized over the last several quarters. However, there is more uncertainty in the market as homebuilders adjust to the new tariffs. Based on the cost 491
Land Residual Analysis 65
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
comparables, and considering the product line under development, a direct cost estimate of $85.00 per square foot is applied the estimated home. This estimate is generally consistent with comparables in the market.
Regarding indirect costs, the following list itemizes some of the typical components that generally comprise indirect costs:
• Architectural and engineering fees for plans, plan checks, surveys and environmental studies • Appraisal, consulting, accounting and legal fees
• The cost of carrying the investment in land and contract payments during construction. If the property is financed, the points, fees or service charges and interest on construction loans are considered
• All-risk insurance
• The cost of carrying the investment in the property after construction is complete, but before sell-out is achieved
• Developer fee earned by the project coordinator
• Interest reserve
Conversations with homebuilders indicate the indirect costs generally range anywhere from 10% to 15% of the direct costs (excluding marketing, sales, general and administrative expenses, taxes, which are accounted for separately). An estimate of 12% is considered reasonable for the subject.
Model Complex
The developer has constructed two model homes to service the subject property; however, given the number of lots comprising the subject, it is estimated a developer would construct four model homes to service the subject property. Model upgrade expenses can vary widely depending upon construction quality, targeted market and anticipated length of time on the market. These upgrades, exterior and interior, including furniture, can range from $20,000 per model to over $250,000 per model for executive homes.
Based on the quality of the subject’s proposed improvements and the targeted buyer segment, a model upgrade cost of $50,000 per model is considered reasonable for the subject’s lots. Of this amount approximately 40% will be recaptured with the sale of the models reflecting a recapture of $20,000 per model. Model costs will be incurred in the first period while the recapture amount will be applied evenly over the disposition period.
Summary
The following chart summarizes the revenue and expenses discussed on the preceding pages. 492
Land Residual Analysis 66
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
Revenue & Expense Summary
REVENUE SUMMARY
No. of Unit Base Retai l
Floor Plan U nits Size (SF) $/SF V alue Pe r U nit Exte nsion Average Unit 198 1,900 $284 $540,000 $106,920,000
Model Recapture (@ 40% of cost) $80,000
198 1,900
(weighted avg.)
Total Revenue Before Appreciation: 107,000,000$
$540,404 /unit
Total Revenue After Appreciation: 107,000,000$
$540,404 /unit
EXPENSES SUMMARY
Total Ove r Se ll-Off Pe riod
General and Administrative 3.0% of total revenue 3,210,000 $ Marketing and Sales 5.0% of total revenue 5,350,000 $
Ad Valorem Taxes $1,906 /unit/year 684,439 $ (from cash flow) Direct Charges $918 /unit/year 329,578 $ (from cash flow) Special Taxes/Assessments $3,648 /unit/year 1,309,698 $ (from cash flow) Homeowner's Association Fees $0 /unit/month - $ (from cash flow) Model Costs 4 models 200,000 $ $50,000 (per model) Permits and Fees 10,315,800$ $52,100 (per unit)
Subtotal: 21,399,515$
Direct Construction Costs (Before Appreciation) SF Uni ts Cost/SF Extension Average/Typical Floor Plan 1,900 198 $85.00 31,977,000$ $161,500 /unit Indirect Construction Costs 12% of Direct Costs 3,837,240$ $19,380 /unit Subtotal: 35,814,240$
Total Expenses Before Appreciation: 57,213,755$
Internal Rate of Return and Discount Rate
Positive attributes of the subject property include steady demand in the market area and limited new construction. There are some “negative” attributes associated with the subject such as rising construction costs, in addition to the potential for deterioration in market conditions in the residential sector that would result from a change in macroeconomic factors (ex. continued high inflation, unemployment rates, interest rates, etc.).
Using a 5.00% present value factor and 9.00% for developer’s incentive, results in an implied internal rate of return (IRR) of 15.45%.
493
Land Residual Analysis 67
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
The survey above is primarily focused on raw land development; whereas, the subject property is analyzed herein as if improved (finished lot, or improved site, condition), which carries less risk.
Furthermore, the implied IRR for the subject is just below the range presented by the RealtyRates survey. The implied IRR is considered to be reasonable given the dynamic market with homebuilders renegotiating bulk lot transfers in the region and likely having to accept a slightly lower implied IRR.
Conclusion
The land residual analysis is presented as follows:
California/Pacific Islands: Subdivisions & PUDs
Min Max Avg Min Max Avg
Site-Built Residential 18.29% 38.75% 26.92% 17.56% 38.14% 25.84% -100 Units 18.29% 33.41% 25.74% 17.56% 32.88% 24.71%
100-500 Units 18.74% 36.75% 27.08% 18.00% 36.17% 26.00% 500+ Units 19.20% 38.42% 27.54% 18.43% 37.81% 26.44%
Mixed Use 19.66% 38.75% 27.32% 18.87% 38.14% 26.23%
Manufactured Housing 18.87% 42.32% 28.88% 18.12% 41.65% 27.73% -100 Units 18.87% 36.80% 27.74% 18.12% 36.22% 26.63%
100-500 Units 19.35% 40.48% 29.21% 18.57% 39.84% 28.04% 500+ Units 19.82% 42.32% 29.71% 19.02% 41.65% 28.52%
Business Parks 18.83% 40.48% 28.01% 18.07% 39.84% 26.88% -100 Acres 18.83% 35.20% 26.91% 18.07% 34.64% 25.83%
100-500 Acres 19.30% 38.72% 28.31% 18.53% 38.10% 27.18% 500+ Acres 19.77% 40.48% 28.79% 18.98% 39.84% 27.64%
Industrial Parks 18.91% 34.20% 25.14% 18.16% 33.66% 24.13% -100 Acres 18.91% 29.74% 24.20% 18.16% 29.27% 23.24%
100-500 Acres 19.38% 32.71% 25.40% 18.61% 32.19% 24.39% 500+ Acres 19.86% 34.20% 25.81% 19.06% 33.66% 24.78%
California/Pacific Islands: CA, Guam, HI
Actual Rates Pro-Forma Rates
*2nd Quarter 2025 Data
Realty Rates Developers Survey 2025 Q3
494
Land Residual Analysis 68
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
Land Residual Analysis
Quarter:0123456789 1 0 1 1 1 2 1 3 1 4 1 5 T otal
ABSORPTION
Sales 151 51 51 51 51 51 51 51 51 51 51 51 5 3 0 1 98
Close of Escrow (COE) 0 15 15 15 15 15 15 15 15 15 15 15 15 15 3 198 Unsold Inventory 198 183 168 153 138 123 108 93 78 63 48 33 18 3 0 0 Sales Revenue (Before Appreciation) $ 8,106,061 $ 8,106,061 $ 8,106,061 $ 8,106,061 $ 8,106,061 $ 8,106,061 $ 8,106,061 $ 8,106,061 $ 8,106,061 $ 8,106,061 $ 8,106,061 $ 8,106,061 $ 8,106,06 1 $ 1,621,212 $ - Annual Appreciation Factor 0% 1.0000 1.0000 1. 0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 Sales Revenue (After Appreciation) $ 8,106,061 $ 8,106,061 $ 8,106,061 $ 8,106,061 $ 8,106,061 $ 8,106,061 $ 8,106,061 $ 8,106,061 $ 8,106,061 $ 8,106,061 $ 8,106,061 $ 8,106,061 $ 8,106,061 $ 1,621,212 $ - $ 107,000,000 Total Sales Revenue (at Close of Escrow) $ - $ 8,106,061 $ 8,106,061 $ 8,106,061 $ 8,1 06,061 $ 8,106,061 $ 8,106,061 $ 8,106,061 $ 8,106,061 $ 8,106,061 $ 8,106,061 $ 8,106,061 $ 8,106,061 $ 8,106,061 $ 1,621,212 $ 107,000,000
EXPENSES AND CASH FLOWS
General and Administrative 3.0% $ (214,000) $ (214,000) $ (214,000) $ (214,000) $ (214,000) $ (214,000) $ (214,000) $ (214,000) $ (214,000) $ (214,000) $ (214,000) $ (214,000) $ (214,000) $ (214,000) $ (214,000) $ (3,210,000) Marketing and Sales 5.0% $ - $ (405,303) $ (405,303) $ (405,303) $ (405,303) $ (405,303) $ (405,303) $ (405,303) $ (405,303) $ (405,303) $ (405,303) $ (405,303) $ (405,303) $ (405,303) $ (81,061) $ (5,350,000) Ad Valorem Taxes ($/unit/yr) $1,906 $ (94,368) $ (87,655) $ (80,872) $ (74,020) $ (67,09 7) $ (60,103) $ (53,037) $ (45,899) $ (38,688) $ (31,405) $ (24,047) $ (16,615) $ (9,108) $ (1,526) $ - $ (684,439) Direct Charges ($/unit/yr) $918 $ (45,441) $ (42,208) $ (38,943) $ (35,643) $ (32,309) $ (28,941) $ (25,539) $ (22,102) $ (18,630) $ (15,122) $ (11,579) $ (8,001) $ (4,386) $ (735) $ - $ (329,578) Special Taxes/Assessments ($/unit/yr) $3,648 $ (180,576) $ (167,730) $ (154,752) $ (141,640) $ (128,392) $ (115,009) $ (101,488) $ (87,829) $ (74,032) $ (60,094) $ (46,015) $ (31,793) $ (17,429) $ (2,919) $ - $ (1,309,698) Homeowner's Association Fees ($/unit/mo) $0 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - Model Costs $ (200,000) $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ (200, 000) Permits and Fees $ (781,500) $ (781,500) $ (781,500) $ (781,500) $ (781,500) $ (781,500) $ (781,500) $ (781,500) $ (781,500) $ (781,500) $ (781,500) $ (781,500) $ (781,500) $ (156,300) $ - $ (10,315,800) Subtotal: $ (1,515,885) $ (1,698,397) $ (1,675,370) $ (1,652,105) $ (1,628,601) $ (1,604,856) $ (1,580,867) $ (1,556,633) $ (1,532,153) $ (1,507,424) $ (1,482,444) $ (1,457,212) $ (1,431,725) $ (780,783) $ (295,061) $ (21,399,515) Direct Construction Costs $ (1,211,250) $ (2,422,500) $ (2,422,500) $ (2,422,500) $ (2,422,500) $ (2,422,500) $ (2,422,500) $ (2,422,500) $ (2,422,500) $ (2,422,500) $ (2,422,500) $ (2,422,500) $ (2,422,500) $ (1,453,500) $ (242,250) Annual Appreciation Factor 0% 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 Direct Construction Costs (Appreciated) $ (1,211,250) $ (2,422,500) $ (2,422,500) $ (2,422,500) $ (2,422,500) $ (2,422,500) $ (2,422,500) $ (2,422,500) $ (2,422,500) $ (2,422,500) $ (2,422,500) $ (2,422,500) $ (2,422,500) $ (1,453,500) $ (242,250) $ (31,977,000) Indirect Construction Costs 12% $ (145,350) $ (290,700) $ (290,700) $ (290,700) $ (290,700) $ (290,700) $ (290,700) $ (290,700) $ (290,700) $ (290,700) $ (290,700) $ (290,700) $ (290,700) $ (174,420) $ (29,070) $ (3,837,240) Subtotal: $ (1,356,600) $ (2,713,200) $ (2,713,200) $ (2,713,200) $ (2,713,200) $ (2,713,200) $ (2,713,200) $ (2,713,200) $ (2,713,200) $ (2,713,200) $ (2,713,200) $ (2,713,200) $ (2,713,200) $ (1,627,920) $ (271,320) $ (35,814,240) Total Expenses $ (2,872,485) $ (4,411,597) $ (4,388,570) $ (4,365,305) $ (4,341,801) $ (4,318,056) $ (4,294,067) $ (4,269,833) $ (4,245,353) $ (4,220,624) $ (4,195,644) $ (4,170,412) $ (4,144,925) $ (2,408,703) $ (566,381) $ (57,213,755) NET INCOME BEFORE DEVELOPER'S INCENTIVE $ (2,872,485) $ 3,694,464 $ 3,717,491 $ 3,740,755 $ 3,764,260 $ 3,788,005 $ 3,811,994 $ 3,836,227 $ 3,860,708 $ 3,885,437 $ 3,910,417 $ 3,935,649 $ 3,961,135 $ 5,697,358 $ 1,054,832 $ 49,786,245 Developers Incentive 9.00% $ - $ (729,545) $ (729,545) $ (729,545) $ (729,545) $ (729,545) $ (729,545) $ (729,545) $ (729,545) $ (729,545) $ (729,545) $ (729,545) $ (729,545) $ (729,545) $ (145,909) $ (9,630,000) NET INCOME BEFORE DISCOUNTING $ (2,872,485) $ 2,964,918 $ 2,987,945 $ 3,011,210 $ 3,034,714 $ 3,058,460 $ 3,082,448 $ 3,106,682 $ 3,131,162 $ 3,155,891 $ 3,180,871 $ 3,206,103 $ 3,231,590 $ 4,967,813 $ 908,922 $ 40,156,245 Present Value Factors
Discount Rate 5.00% 0.98765 0.97546 0.96342 0.95152 0.93978 0.92817 0.91672 0.90540 0.89422 0.88318 0.87228 0.86151 0.85087 0.84037 0.82999 Discounted Cash Flow $ (2,837,022) $ 2,892,162 $ 2,878,641 $ 2,865,239 $ 2,851,955 $ 2,838,785 $ 2,825,729 $ 2,812,785 $ 2,799,950 $ 2,787,223 $ 2,774,602 $ 2,762,086 $ 2,749,672 $ 4,174,791 $ 754,399 $ 35,930,998 Net Present Value (Rounded) $ 35,930,000
per unit: $181,465
$ (2,872,485) $ 3,694,464 $ 3,717,491 $ 3,740,755 $ 3,764,260 $ 3,788,005 $ 3,811,994 $ 3,836,227 $ 3,860,708 $ 3,885,437 $ 3,910,417 $ 3,935,649 $ 3,961,135 $ 5,697,358 $ 1,054,832 Implied Internal Rate of Return (IRR) 15.450% 0.96281 0.92701 0.89253 0.85934 0.82738 0.79661 0.76699 0.73846 0.71100 0.68456 0.65910 0.63459 0.61099 0.58827 0.56639 $ (35,930,000) $ (2,765,661.06) 3424789.463 3317978.63 3214579.905 3114481.117 3017573.9 2923753.562 2832918.952 2744972.341 2659819.3 2577368.583 2497532.023 2420224.416 3351588.633 597449.9334 $ (630) 495
Reconciliation of Lot Value 69
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
Reconciliation of Lot Value
The concluded estimates of lot value via each approach are shown on the following table. In our opinion the land residual analysis is primarily a supportive indicator for the results of sales comparison approach given the extended disposition period for the subject lots. We will rely on the indication of the sales comparison approach and conclude a finished lot value as follows:
Reconciliation of Finished Lot Value
Sales Comparison Approach $198,000 per finished lot
Land Residual Analysis $181,465 per finished lot
% Difference 9.11%
Average $189,732
Concluded Finished Lot Value $195,000 per finished lot
496
Market Value by Ownership 70
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
Market Value by Ownership
In this section, the previously concluded market values will be allocated to each ownership group comprising the appraised properties in order to provide a market value of the appraised properties by ownership and parcel. A summary of the ownership group holdings along with the current development status is provided in the following table.
Appraised Property Summary by Ownership
Ownership
Partially-
Improved SFR
Lots
Finished SFR
Lots
Partially
Completed
Homes
Completed
Homes*
Homes Sold to
Individuals* Total
DR Horton CA2 Inc. (Jasper-Lincoln L.P.) - 64 26 10 1 101 JEN California 24 L L C 97 - - - - 97
TOTAL 9 76 42 61 0 1 1 98
*Completed homes without a complete assessment for structural improvements by County Assessor
To arrive at the market value by ownership, we apply the previously concluded finished lot value to the homes under construction because we do not consider any contributory value related to structural improvements. However, we do add the value of the permits and fees that have been incurred for the homes under construction.
As noted, there are remaining site development costs estimated at $519,786. These costs will be allocated and deducted from the master developers holdings, which totals 97 lots. We take into account total remaining site development costs, as well as a profit factor of 5% of costs. The profit factor is applied to provide an incentive for a prospective buyer to oversee the remaining site development of the subject property. The 5% profit, based on the remaining costs, is estimated at $25,989 (5% x $519,786). Therefore, the total remaining site development costs inclusive of profit is estimated at $545,775 or $5,627 per lot ($545,775 / 97 lots). We will deduct the remaining costs from the master developer’s holding and there are no remaining costs deducted from the other ownership groups.
Based on the previous analyses, the estimates of market value, by ownership, subject to the impact of the Lien of the Special Tax securing the City of Lincoln CFD No. 2025-1 (Joiner Ranch East), Series 2025 bonds, as of the date of value, October 1, 2025, are presented in the following table. 497
Market Value by Ownership 71
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
Market Value by Component
Lots/Parcels
/Homes
Lot/Home
Value
Remaining Site
Development Costs
Permits and
Fees
Value per
Component Market Value (Rd.)
DR Horton CA2 Inc. (Jasper-Lincoln L.P.)
Finished Lots 64 $195,000 - - $195,000 $12,480,000
Homes Under Construction 26 $195,000 - $52,100 $247,100 $6,425,000 Completed Homes 10 $480,000 - - $480,000 $4,800,000 (Not-Less-Than) Aggregate Value - DR Horton CA2 Inc. (Jasper-Lincoln L.P.) 100 $23,705,000 JEN California 24 L L C
Part ially-Im prove d L ot s 97 $195, 000 ($5,627) - $189,373 $18,369,000 Bulk Market Value - JEN California 24 LLC 97 $18,369,000 Individual Homeowner
Completed Homes 1 $480,000 - - $480,000 $480,000 (Not-Less-Than) Market Value - Individual Homeowner 1 $480,000
Aggregate Value, subject to a hypothetical condition 198 $42,554,000
Extraordinary Assumptions and Hypothetical Conditions
(None)
1. The value derived herein is based on the hypothetical condition that certain impact fees and public improvements to be reimbursed by the CFD No. 2025-1 Revenue Bonds, Series 2025, have been paid.
The use of any extraordinary assumption or hypothetical condition may have affected the assignment results.
The value conclusions are based on the following hypothetical conditions. A hypothetical condition is a condition, directly related to a specific assignment, which is contrary to what is known by the appraiser to exist on the effective date of the assignment results, but is used for the purpose of analysis.
The val ue concl usi ons are s ubject to the fol l owi ng extraordi nary as sumpti ons . An extraordi nary assumpti on i s an assignment-specific assumption as of the effective date regarding uncertain information used in an analysis which, if found to be false, could alter the appraiser’s opinions or conclusions.
Exposure Time
Exposure time is the length of time the subject property would have been exposed for sale in the market had it sold on the effective valuation date at the concluded market value. Exposure time is always presumed to precede the effective date of the appraisal. Based on our review of recent sales transactions for similar properties and our analysis of supply and demand in the local residential land market, it is our opinion that the probable exposure time for the subject at the concluded market value stated previously is 9-12 months. As it relates to the completed home component of the subject, current market conditions indicate that 30-to-60-day exposure period is reasonable.
Marketing Time
Marketing time is an estimate of the amount of time it might take to sell a property at the concluded market value immediately following the effective date of value. As we foresee no significant changes in market conditions in the near term, it is our opinion that a reasonable marketing period for the subject in bulk is likely to be the same as the exposure time. Accordingly, we estimate the subject’s marketing period at 9-12 months.
498
Certification 72
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
Certification
We certify that, to the best of our knowledge and belief:
1. The statements of fact contained in this report are true and correct.
2. The reported analyses, opinions, and conclusions are limited only by the reported assumptions and limiting conditions, and are our personal, impartial, and unbiased professional analyses, opinions, and conclusions.
3. We have no present or prospective interest in the property that is the subject of this report and no personal interest with respect to the parties involved.
4. We have performed no services, as an appraiser or in any other capacity, regarding the property that is the subject of this report within the three-year period immediately preceding the agreement to perform this assignment.
5. We have no bias with respect to the property that is the subject of this report or to the parties involved with this assignment.
6. Our engagement in this assignment was not contingent upon developing or reporting predetermined results.
7. Our compensation for completing this assignment is not contingent upon the development or reporting of a predetermined value or direction in value that favors the cause of the client, the amount of the value opinion, the attainment of a stipulated result, or the occurrence of a subsequent event directly related to the intended use of this appraisal.
8. Our analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the Uniform Standards of Professional Appraisal Practice as well as applicable state appraisal regulations.
9. The reported analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the Code of Professional Ethics and Standards of Professional Appraisal Practice of the Appraisal Institute.
10. The use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives.
11. Blake Fassler and Kevin Ziegenmeyer, MAI, made a personal inspection of the property that is the subject of this report. Noah Kauffman, MAI, R/W-AC, has not personally inspected the subject.
12. No one provided significant real property appraisal assistance to the person(s) signing this certification.
13. We have experience in appraising properties similar to the subject and are in compliance with the Competency Rule of USPAP.
499
Certification 73
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
14. As of the date of this report, Kevin Ziegenmeyer, MAI, and Noah Kauffman, MAI, R/W-AC, have completed the continuing education program for Designated Members of the Appraisal Institute.
15. As of the date of this report, Blake Fassler, has completed the Standards and Ethics Education Requirements for Candidates/Practicing Affiliates of the Appraisal Institute.
Blake Fassler
Certified General Real Estate Appraiser
California Certificate # 3007274
Kevin Ziegenmeyer, MAI
Certified General Real Estate Appraiser
California Certificate # AG013567
Noah Kauffman, MAI, R/W-AC
Certified General Real Estate Appraiser
California Certificate # 3004618
500
Assumptions and Limiting Conditions 74
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
Assumptions and Limiting Conditions
This appraisal and any other work product related to this engagement are limited by the following standard assumptions, except as otherwise noted in the report:
1. The title is marketable and free and clear of all liens, encumbrances, encroachments, easements and restrictions. The property is under responsible ownership and competent management and is available for its highest and best use.
2. There are no existing judgments or pending or threatened litigation that could affect the value of the property.
3. There are no hidden or undisclosed conditions of the land or of the improvements that would render the property more or less valuable. Furthermore, there is no asbestos in the property.
4. The revenue stamps placed on any deed referenced herein to indicate the sale price are in correct relation to the actual dollar amount of the transaction.
5. The property is in compliance with all applicable building, environmental, zoning, and other federal, state and local laws, regulations and codes.
6. The information furnished by others is believed to be reliable, but no warranty is given for its accuracy.
This appraisal and any other work product related to this engagement are subject to the following limiting conditions, except as otherwise noted in the report:
1. An appraisal is inherently subjective and represents our opinion as to the value of the property appraised.
2. The conclusions stated in our appraisal apply only as of the effective date of the appraisal, and no representation is made as to the effect of subsequent events.
3. No changes in any federal, state or local laws, regulations or codes (including, without limitation, the Internal Revenue Code) are anticipated.
4. No environmental impact studies were either requested or made in conjunction with this appraisal, and we reserve the right to revise or rescind any of the value opinions based upon any subsequent environmental impact studies. If any environmental impact statement is required by law, the appraisal assumes that such statement will be favorable and will be approved by the appropriate regulatory bodies.
5. Unless otherwise agreed to in writing, we are not required to give testimony, respond to any subpoena or attend any court, governmental or other hearing with reference to the property without compensation relative to such additional employment.
6. We have made no survey of the property and assume no responsibility in connection with such matters. Any sketch or survey of the property included in this report is for illustrative purposes only and should not be considered to be scaled accurately for size. The appraisal
501
Assumptions and Limiting Conditions 75
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
covers the property as described in this report, and the areas and dimensions set forth are assumed to be correct.
7. No opinion is expressed as to the value of subsurface oil, gas or mineral rights, if any, and we have assumed that the property is not subject to surface entry for the exploration or removal of such materials, unless otherwise noted in our appraisal.
8. We accept no responsibility for considerations requiring expertise in other fields. Such considerations include, but are not limited to, legal descriptions and other legal matters such as legal title, geologic considerations such as soils and seismic stability; and civil, mechanical, electrical, structural and other engineering and environmental matters. Such considerations may also include determinations of compliance with zoning and other federal, state, and local laws, regulations and codes.
9. The distribution of the total valuation in the report between land and improvements applies only under the reported highest and best use of the property. The allocations of value for land and improvements must not be used in conjunction with any other appraisal and are invalid if so used. The appraisal report shall be considered only in its entirety. No part of the appraisal report shall be utilized separately or out of context.
10. Neither all nor any part of the contents of this report (especially any conclusions as to value, the identity of the appraisers, or any reference to the Appraisal Institute) shall be disseminated through advertising media, public relations media, news media or any other means of communication (including without limitation prospectuses, private offering memoranda and other offering material provided to prospective investors) without the prior written consent of the persons signing the report.
11. Information, estimates and opinions contained in the report and obtained from third-party sources are assumed to be reliable and have not been independently verified.
12. Any income and expense estimates contained in the appraisal report are used only for the purpose of estimating value and do not constitute predictions of future operating results.
13. If the property is subject to one or more leases, any estimate of residual value contained in the appraisal may be particularly affected by significant changes in the condition of the economy, of the real estate industry, or of the appraised property at the time these leases expire or otherwise terminate.
14. Unless otherwise stated in the report, no consideration has been given to personal property located on the premises or to the cost of moving or relocating such personal property; only the real property has been considered.
15. The current purchasing power of the dollar is the basis for the values stated in the appraisal; we have assumed that no extreme fluctuations in economic cycles will occur.
16. The values found herein are subject to these and to any other assumptions or conditions set forth in the body of this report but which may have been omitted from this list of Assumptions and Limiting Conditions.
17. The analyses contained in the report necessarily incorporate numerous estimates and assumptions regarding property performance, general and local business and economic 502
Assumptions and Limiting Conditions 76
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
conditions, the absence of material changes in the competitive environment and other matters. Some estimates or assumptions, however, inevitably will not materialize, and unanticipated events and circumstances may occur; therefore, actual results achieved during the period covered by our analysis will vary from our estimates, and the variations may be material.
18. The Americans with Disabilities Act (ADA) became effective January 26, 1992. We have not made a specific survey or analysis of the property to determine whether the physical aspects of the improvements meet the ADA accessibility guidelines. We claim no expertise in ADA issues, and render no opinion regarding compliance of the subject with ADA regulations.
Inasmuch as compliance matches each owner’s financial ability with the cost to cure the non- conforming physical characteristics of a property, a specific study of both the owner’s financial ability and the cost to cure any deficiencies would be needed for the Department of Justice to determine compliance.
19. The appraisal report is prepared for the exclusive benefit of the Client, its subsidiaries and/or affiliates. It may not be used or relied upon by any other party. All parties who use or rely upon any information in the report without our written consent do so at their own risk.
20. No studies have been provided to us indicating the presence or absence of hazardous materials on the subject property or in the improvements, and our valuation is predicated upon the assumption that the subject property is free and clear of any environment hazards including, without limitation, hazardous wastes, toxic substances and mold. No representations or warranties are made regarding the environmental condition of the subject property. Integra Realty Resources – Sacramento, Integra Realty Resources, Inc., Integra Strategic Ventures, Inc. and/or any of their respective officers, owners, managers, directors, agents, subcontractors or employees (the “Integra Parties”), shall not be responsible for any such environmental conditions that do exist or for any engineering or testing that might be required to discover whether such conditions exist. Because we are not experts in the field of environmental conditions, the appraisal report cannot be considered as an environmental assessment of the subject property.
21. The persons signing the report may have reviewed available flood maps and may have noted in the appraisal report whether the subject property is located in an identified Special Flood Hazard Area. We are not qualified to detect such areas and therefore do not guarantee such determinations. The presence of flood plain areas and/or wetlands may affect the value of the property, and the value conclusion is predicated on the assumption that wetlands are non- existent or minimal.
22. Integra Realty Resources – Sacramento is not a building or environmental inspector. Integra Sacramento does not guarantee that the subject property is free of defects or environmental problems. Mold may be present in the subject property and a professional inspection is recommended.
23. The appraisal report and value conclusions for an appraisal assume the satisfactory completion of construction, repairs or alterations in a workmanlike manner.
24. It is expressly acknowledged that in any action which may be brought against any of the Integra Parties, arising out of, relating to, or in any way pertaining to this engagement, the 503
Assumptions and Limiting Conditions 77
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
appraisal reports, and/or any other related work product, the Integra Parties shall not be responsible or liable for any incidental or consequential damages or losses, unless the appraisal was fraudulent or prepared with intentional misconduct. It is further acknowledged that the collective liability of the Integra Parties in any such action shall not exceed the fees paid for the preparation of the appraisal report unless the appraisal was fraudulent or prepared with intentional misconduct. Finally, it is acknowledged that the fees charged herein are in reliance upon the foregoing limitations of liability.
25. Integra Realty Resources – Sacramento, an independently owned and operated company, has prepared the appraisal for the specific intended use stated elsewhere in the report. The use of the appraisal report by anyone other than the Client is prohibited except as otherwise provided. Accordingly, the appraisal report is addressed to and shall be solely for the Client’s use and benefit unless we provide our prior written consent. We expressly reserve the unrestricted right to withhold our consent to your disclosure of the appraisal report or any other work product related to the engagement (or any part thereof including, without limitation, conclusions of value and our identity), to any third parties. Stated again for clarification, unless our prior written consent is obtained, no third party may rely on the appraisal report (even if their reliance was foreseeable).
26. The conclusions of this report are estimates based on known current trends and reasonably foreseeable future occurrences. These estimates are based partly on property information, data obtained in public records, interviews, existing trends, buyer-seller decision criteria in the current market, and research conducted by third parties, and such data are not always completely reliable. The Integra Parties are not responsible for these and other future occurrences that could not have reasonably been foreseen on the effective date of this assignment. Furthermore, it is inevitable that some assumptions will not materialize and that unanticipated events may occur that will likely affect actual performance. While we are of the opinion that our findings are reasonable based on current market conditions, we do not represent that these estimates will actually be achieved, as they are subject to considerable risk and uncertainty. Moreover, we assume competent and effective management and marketing for the duration of the projected holding period of this property.
27. All prospective value opinions presented in this report are estimates and forecasts which are prospective in nature and are subject to considerable risk and uncertainty. In addition to the contingencies noted in the preceding paragraph, several events may occur that could substantially alter the outcome of our estimates such as, but not limited to changes in the economy, interest rates, and capitalization rates, behavior of consumers, investors and lenders, fire and other physical destruction, changes in title or conveyances of easements and deed restrictions, etc. It is assumed that conditions reasonably foreseeable at the present time are consistent or similar with the future.
28. The appraisal is also subject to the following:
504
Assumptions and Limiting Conditions 78
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
Extraordinary Assumptions and Hypothetical Conditions
(None)
1. The value derived herein is based on the hypothetical condition that certain impact fees and public improvements to be reimbursed by the CFD No. 2025-1 Revenue Bonds, Series 2025, have been paid.
The use of any extraordinary assumption or hypothetical condition may have affected the assignment results.
The value conclusions are based on the following hypothetical conditions. A hypothetical condition is a condition, directly related to a specific assignment, which is contrary to what is known by the appraiser to exist on the effective date of the assignment results, but is used for the purpose of analysis.
The val ue concl usi ons are s ubject to the fol l owi ng extraordi nary as sumpti ons . An extraordi nary assumpti on i s an assignment-specific assumption as of the effective date regarding uncertain information used in an analysis which, if found to be false, could alter the appraiser’s opinions or conclusions.
505
Addenda
City of Lincoln CFD No. 2025-1 (Joiner Ranch East)
Addendum A
Appraiser Qualifications
506
Integra Realty Resources -
Sac
ramento
irr.com
516 Gibson Drive
Suite 290
Roseville, CA 95678
Blake Fassler
Experience
Mr. F
assler is a licensed appraiser with Integra Realty Resources, a real estate appraisal firm that engages in a wide variety of real estate valuation and consultation assignments.
He began his appraisal career in March 2017 with Seevers Jordan Ziegenmeyer in Rocklin, California. Currently, Mr. Fassler is obtaining experience in the valuation and analysis of various types of real estate by working on a wide variety of property typed including, but not limited to: multifamily, office, retail, industrial, vacant land, and residential subdivisions. He also specializes in the
appraisal of residential master planned communities and subdivision, as well as Mello Roos and Assessment Districts for land secured municipal financings.
Licenses
Cali
fornia, California Certified General Real Estate Appraiser, 3007274, Expires February 2026
Education
Bachelor of Science in Mana
gement Science University of California, San Diego
Appraisal Courses Completed are as follows:
Basic Appraisal Principles
Basic Appraisal Procedures
General Appraiser Market Analysis & Highest and Best Use (USPAP), Uniform Standards of Professional Appraisal Practice General Appraiser Report Writing and Case Studies
General Appraiser Site Valuation and Cost Approach
General Appraiser Sales Comparison Approach
General Appraiser Income Approach Part 1
General Appraiser Income Approach Part 2
4-Hour Federal and California Statutory and Regulator Laws [email protected] - 916-435-3883
507
508
Integra Realty Resources -
Sac
ramento
irr.com
T 916.435.3883
F 916.435.4774
516 Gibson Drive
Suite 290
Roseville, CA 95678
Kevin Ziegenmeyer, MAI
Experience
Mr. Ziegenmeyer is a Certified General real estate appraiser and holds the Appraisal Institute's MAI designation. In 1989, Mr. Zie
genmeyer began his career in real estate as a
controller for a commercial and residential real estate development corporation. In 1991 he began appraising and continued to be involved in appraisal assignments covering a wide variety of properties, including office, retail, industrial, residential income and subdivisions throughout the state of California, and Northern Nevada. Mr. Ziegenmeyer handles many of the firm’s master planned property appraisals and over the past two decades has developed expertise in the valuation of Community Facilities Districts and Assessment Districts.In fact, Mr. Ziegenmeyer was one of five appraisers to collaborate with other professionals in developing the appraisal guidelines for the California Debt and Investment Advisory Commission (Recommended Practices in the Appraisal of Real Estate for Land Secured Financing 2004). He has developed the experience and background necessary to deal with complex assignments covering an array of property types, with a particular focus on urban redevelopment in the cities and counties of San Francisco, Dublin, Monterey, Newport Beach, Alameda, Napa and San Mateo. In early 2015, Mr. Ziegenmeyer obtained the Appraisal Institute's MAI designation. Mr.
Ziegenmeyer is currently Senior Managing Director of the Integra-Sacramento office, and Managing Director of the Integra-Orange County, Integra-San Francisco and Integra-Los Angeles offices.
Licenses
Cali
fornia, California Certified General Real Estate Appraiser, AG013567, Expires June 2027
Education
A
cademic:
Bachelor of Science in Accounting, Azusa Pacific University, California
Appraisal and Real Estate Courses:
Standards of Professional Practice, Parts A, B & C
Basic Valuation Procedures
Real Estate Appraisal Principles
Capitalization Theory and Techniques, Part A
Advanced Income Capitalization
Report Writing and Valuation Analysis
Advanced Applications
IRS Valuation Summit I & II
2008, 2009, 2010 & 2011 Economic Forecast
Business Practices and Ethics
Contemporary Appraisal Issues with Small Business Administration Financing General Demonstration Appraisal Report Writing Seminar
7-Hour National USPAP Update Course
Valuation of Easements and Other Partial Interests
2009 Summer Conference
Uniform Appraisal Standards for Federal Land Acquisitions (Yellowbook) 2008 Economic Update
Valuation of Conservation Easements
[email protected] - 916.435.3883 x224
509
Integra Realty Resources -
Sac
ramento
irr.com
T 916.435.3883
F 916.435.4774
516 Gibson Drive
Suite 290
Roseville, CA 95678
Kevin Ziegenmeyer, MAI
Education (Co nt'd)
Subdivision Valuation
2005 Annual Fall Conference
General Comprehensive Exam Module I, II, III & IV
Advanced Income Capitalization
Advanced Sales Comparison & Cost Approaches
2004 Central CA Market Update
Computer-Enhanced Cash Flow Modeling
Forecast 2000, 2001, 2002, 2003 & 2004
Land Valuation Assignments
Land Valuation Adjustment Procedures
Highest & Best Use and Market Analysis
Entitlements, Land Subdivision & Valuation
Real Estate Value Cycles
El Dorado Hills Housing Symposium
Federal Land Exchanges
M & S Computer Cost-Estimating, Nonresidential
[email protected] - 916.435.3883 x224
510
511
Integra Realty Resources -
Sac
ramento
irr.com
T 916.435.3883
F 916.435.4774
516 Gibson Drive
Suite 290
Roseville, CA 95678
Noah Kauffman, MAI, R/W-AC
Experience
Mr. Kauffman is a Certified General real estate appraiser with Integra Realty Resources, a real estate appraisal firm that engages in a wide variety of real estate valuation and consultation assignments. After completing his bachelor's deg ree at the University of
California, Davis, he began his career in real estate appraisal with House Agricultural Consultants on agricultural and rural property appraisals. He subsequently joined the firm in 2014 and has been writing narrative appraisal reports for a variety of commercial and agricultural properties. He is now involved in appraisal assignments covering right of way, land, multifamily residential, industrial, office, retail and mixed use properties.
Mr. Kauffman has developed the experience and background necessary to deal with complex assignments covering an array of property types. Noah Kauffman holds the Appraisal Institute's MAI designation and the Right of Way – Appraisal Certification (R/W-AC) from the International Right of Way Association.
Licenses
Cali
fornia, Certified General Real Estate Appraiser, 3004618, Expires June 2027 Education
A
cademic:
Bachelor of Science in Agricultural Management and Rangeland Resources, University of California, Davis
Appraisal and Real Estate Courses:
Advanced Income Capitalization
Advanced Market Analysis & Highest and Best Use
Advanced Concepts & Case Studies
Quantitative Analysis
The Valuation of Partial Acquisitions
Farm and Rural Resources Appraisal
Laws and Regulations for California Appraisers
Uniform Standards of Professional Appraisal Practice
General Appraiser Sales Comparables Approach
General Appraiser Site Valuation and Cost Approach
General Appraiser Market Analysis and Highest and Best Use General Appraiser Report Writing and Case Studies
General Appraiser Income Capitalization Approach Part I & II Residential Sales Comparables and Income Approach
Residential Site Valuation and Cost Approach
Residential Market Analysis and Highest and Best Use
Residential Report Writing and Case Studies
Basic Appraisal Principles
Basic Appraisal Procedures
Problems in the Valuation of Partial Acquisitions
The Uniform Act Executive Summary
Uniform Appraisal Standards for Federal Land Acquisitions: Practical Applications [email protected] - 916.773.3258
512
513
About IRR
Integra Realty Resources, Inc. (IRR) provides world-class commercial real estate valuation, counseling, and advisory services. Routinely ranked among leading property valuation and consulting firms, we are now the largest independent firm in our industry in the United States, with local offices coast to coast and in the Caribbean.
IRR offices are led by MAI-designated Senior Managing Directors, industry leaders who have over 25 years, on average, of commercial real estate experience in their local markets. This experience, coupled with our understanding of how national trends affect the local markets, empowers our clients with the unique knowledge, access, and historical perspective they need to make the most informed decisions.
Many of the nation's top financial institutions, de velopers, corporations, law firms, and government agencies rely on our professional real estate opinions to best understand the value, use, and feasibility of real estate in their market.
Local Expertise...Nationally!
irr.com
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Addendum B
Definitions
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Definitions
The source of the following definitions is the Appraisal Institute, The Dictionary of Real Estate Appraisal, 6th ed. (Chicago: Appraisal Institute, 2015), unless otherwise noted.
As Is Market Value
The estimate of the market value of real property in its current physical condition, use, and zoning as of the appraisal date.
Disposition Value
The most probable price that a specified interest in property should bring under the following conditions:
1. Consummation of a sale within a specified time, which is shorter than the typical exposure time for such a property in that market.
2. The property is subjected to market conditions prevailing as of the date of valuation.
3. Both the buyer and seller are acting prudently and knowledgeably.
4. The seller is under compulsion to sell.
5. The buyer is typically motivated.
6. Both parties are acting in what they consider to be their best interests.
7. An adequate marketing effort will be made during the exposure time.
8. Payment will be made in cash in U.S. dollars (or the local currency) or in terms of financial arrangements comparable thereto.
9. The price represents the normal consideration for the property sold, unaffected by special or creative financing or sales concessions granted by anyone associated with the sale.
This definition can also be modified to provide for valuation with specified financing terms.
Effective Date
1. The date on which the appraisal or review opinion applies.
2. In a lease document, the date upon which the lease goes into effect.
Entitlement
In the context of ownership, use, or development of real estate, governmental approval for annexation, zoning, utility extensions, number of lots, total floor area, construction permits, and occupancy or use permits.
Entrepreneurial Profit
1. A market-derived figure that represents the amount an entrepreneur receives for his or her contribution to a project and risk; the difference between the total cost of a property (cost of
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development) and its market value (property value after completion), which represents the entrepreneur’s compensation for the risk and expertise associated with development. An entrepreneur is motivated by the prospect of future value enhancement (i.e., the entrepreneurial incentive). An entrepreneur who successfully creates value through new development, expansion, renovation, or an innovative change of use is rewarded by entrepreneurial profit. Entrepreneurs may also fail and suffer losses.
2. In economics, the actual return on successful management practices, often identified with coordination, the fourth factor of production following land, labor, and capital; also called entrepreneurial return or entrepreneurial reward.
Exposure Time
1. The time a property remains on the market.
2. The estimated length of time that the property interest being appraised would have been offered on the market prior to the hypothetical consummation of a sale at market value on the effective date of the appraisal; a retrospective opinion based on an analysis of past events assuming a competitive and open market.
Fee Simple Estate
Absolute ownership unencumbered by any other interest or estate, subject only to the limitations imposed by the governmental powers of taxation, eminent domain, police power, and escheat.
Floor Area Ratio (FAR)
The relationship between the above-ground floor area of a building, as described by the zoning or building code, and the area of the plot on which it stands; in planning and zoning, often expressed as a decimal, e.g., a ratio of 2.0 indicates that the permissible floor area of a building is twice the total land area.
Highest and Best Use
1. The reasonably probable use of property that results in the highest value. The four criteria that the highest and best use must meet are legal permissibility, physical possibility, financial feasibility, and maximum productivity.
2. The use of an asset that maximizes its potential and that is possible, legally permissible, and financially feasible. The highest and best use may be for continuation of an asset’s existing use or for some alternative use. This is determined by the use that a market participant would have in mind for the asset when formulating the price that it would be willing to bid. (ISV)
3. [The] highest and most profitable use for which the property is adaptable and needed or likely to be needed in the reasonably near future. (Uniform Appraisal Standards for Federal Land Acquisitions)
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Investment Value
1. The value of a property to a particular investor or class of investors based on the investor’s specific requirements. Investment value may be different from market value because it depends on a set of investment criteria that are not necessarily typical of the market.
2. The value of an asset to the owner or a prospective owner for individual investment or operational objectives.
Lease
A contract in which rights to use and occupy land, space, or structures are transferred by the owner to another for a specified period of time in return for a specified rent.
Leased Fee Interest
The ownership interest held by the lessor, which includes the right to receive the contract rent specified in the lease plus the reversionary right when the lease expires.
Leasehold Interest
The right held by the lessee to use and occupy real estate for a stated term and under the conditions specified in the lease.
Liquidation Value
The most probable price that a specified interest in real property should bring under the following conditions:
1. Consummation of a sale within a short time period.
2. The property is subjected to market conditions prevailing as of the date of valuation.
3. Both the buyer and seller are acting prudently and knowledgeably.
4. The seller is under extreme compulsion to sell.
5. The buyer is typically motivated.
6. Both parties are acting in what they consider to be their best interests.
7. A normal marketing effort is not possible due to the brief exposure time.
8. Payment will be made in cash in U.S. dollars (or the local currency) or in terms of financial arrangements comparable thereto.
9. The price represents the normal consideration for the property sold, unaffected by special or creative financing or sales concessions granted by anyone associated with the sale.
This definition can also be modified to provide for valuation with specified financing terms.
Marketing Time
An opinion of the amount of time it might take to sell a real or personal property interest at the concluded market value level during the period immediately after the effective date of an appraisal.
Marketing time differs from exposure time, which is always presumed to precede the effective date of an appraisal.
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Market Value
The most probable price which a property should bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller each acting prudently and knowledgeably, and assuming the price is not affected by undue stimulus. Implicit in this definition is the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby:
• buyer and seller are typically motivated;
• both parties are well informed or well advised, and acting in what they consider their own best interests;
• a reasonable time is allowed for exposure in the open market; • payment is made in terms of cash in U.S. dollars or in terms of financial arrangements comparable thereto; and
• the price represents the normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale. (Source: Code of Federal Regulations, Title 12, Chapter I, Part 34.42[g]; also Interagency Appraisal and Evaluation Guidelines, Federal Register, 75 FR 77449, December 10, 2010, page 77472) Prospective Opinion of Value
A value opinion effective as of a specified future date. The term does not define a type of value.
Instead, it identifies a value opinion as being effective at some specific future date. An opinion of value as of a prospective date is frequently sought in connection with projects that are proposed, under construction, or under conversion to a new use, or those that have not yet achieved sellout or a stabilized level of long-term occupancy.
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Addendum C
Preliminary Title Report
520
CLTA Preliminary Report Form Order Number: 0131-627197-002 (Rev. 11/06) Page Number: 1
First American Title