Rancho Cordova City Council
May 16, 2022

A-6

ASSIGNMENT
FOR VALUE RECEIVED, the undersigned do(es) hereby sell, assign and transfer unto (Name, address and Tax identification Number of Assignee) the within-mentioned registered 2022 Bond and hereby irrevocably constitute(s) and appoint(s) , attorney,
to transfer the same on the registration books of the Fiscal Agent with full power of substitution in the premises.

Dated:

Signature Guaranteed:

NOTE: Signature(s) must be guaranteed by a
member firm of the New York Stock Exchange or
a commercial bank or trust company.

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

ITEM 12.2. ATTACHMENT 2

ITEM 12.2. ATTACHMENT 3
1 $______

CITY OF RANCHO CORDOVA
SUNRIDGE ANATOLIA COMMUNITY FACILITIES DISTRICT NO. 2003-1

SPECIAL TAX BONDS
SERIES 2022

BOND PURCHASE AGREEMENT
________, 2022
City of Rancho Cordova
Sunridge Anatolia Community Facilities District No. 2003-1 2729 Prospect Park Drive
Rancho Cordova, California 95670
Ladies and Gentlemen:

The undersigned, 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 Rancho Cordova (the “City”) for its Sunridge Anatolia Community Facilities District No. 2003-1 (the “Community Facilities District”), which upon acceptance will be binding upon the Underwriter and the City. The agreement of the Underwriter to purchase the Bonds (as hereinafter defined) is contingent upon the City satisfying all of the obligations imposed upon it under this Purchase Agreement. This offer is made subject to the City’s acceptance by the execution of this Purchase Agreement and its delivery to the Underwriter at or before 11:59 p.m., California time, on the date hereof, and, if not so accepted, will be subject to withdrawal by the Underwriter upon notice delivered to the City at any time prior to the acceptance hereof by the City. All capitalized terms used herein, which are not otherwise defined, shall have the meaning provided for such terms in the Fiscal Agent Agreement, dated as of November 1, 2003, as supplemented and amended by a Supplemental Agreement No. 5 to the Fiscal Agent Agreement, dated as of _____ 1, 2022 (together, and as previously supplemented, the “Fiscal Agent Agreement”) by and between the City and U.S. Bank Trust Company, National Association (as successor to U.S.

Bank National Association), as fiscal agent (the “Fiscal Agent”).

1. Purchase, Sale and Delivery of the Bonds.

A. Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein: the Underwriter hereby agrees to purchase from the City and the City hereby agrees to sell to the Underwriter all (but not less than all) of the $______ aggregate principal amount of the City of Rancho Cordova Sunridge Anatolia Community Facilities District No. 2003-1 Special Tax Bonds, Series 2022 (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 Appendix A hereto. The purchase price for the Bonds shall be $_______ (being 100% of the aggregate principal amount thereof, plus an original issue premium of $_______, less an Underwriter’s discount of $_______).

The Underwriter agrees to make a bona fide initial public offering of all of the Bonds in compliance with federal and state securities laws, at a price not in excess of the initial offering prices (or yields) set forth in Appendix 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

ITEM 12.2. ATTACHMENT 3
2 (or yields) as it deems necessary in connection with the offering of the Bonds, without any requirement of prior notice, provided that the Underwriter shall not change the interest rates set forth in Appendix A. The Bonds may be offered and sold to certain dealers at prices lower than such initial offering prices.

The Bonds shall be substantially in the form described in, shall be issued and secured under the provisions of, and shall be payable from the Special Taxes and certain other amounts as provided in the Fiscal Agent Agreement, the Preliminary Official Statement (as hereinafter defined), and the Mello-Roos Community Facilities Act of 1982, as amended, being Chapter 2.5, Part 1, Division 2, Title 5 of the Government Code of the State of California (the “Community Facilities District Act”).

The issuance of the Bonds has been duly authorized by the City pursuant to a resolution (the “Resolution”), adopted by its City Council (the “City Council”) on behalf of the Community Facilities District, on ______, 2022. The proceeds of the Bonds shall be used to: (i) defease outstanding special tax bonds issued for the Community Facilities District in 2012 (the “2012 Bonds”) and to current refund junior lien special tax bonds issued for the District in 2014 (together, with the 2012 Bonds, the “Prior Bonds”); (ii) [increase the amount in a parity debt service reserve fund]; and (iii) pay the costs of issuance of the Bonds. The 2012 Bonds are being redeemed pursuant to the terms of an Escrow Agreement, dated as of _____ 1, 2022 (the “Escrow Agreement”), between the City and U.S. Bank Trust Company, National Association, as escrow bank (the “Escrow Bank”).

The Bonds are secured on parity with the City’s outstanding bonds captioned “$34,725,000 original principal amount of City of Rancho Cordova Sunridge Anatolia Community Facilities District No. 2003-1 Special Tax Bonds, Series 2016” (the “2016 Bonds”), which were issued on August 2, 2016.

B. The City hereby acknowledges that the Underwriter is entering into this Purchase Agreement in reliance on the representations, warranties and agreements made by the City on behalf of itself and on behalf of the Community Facilities District herein, and the City 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 City, on behalf of itself or on behalf of the Community Facilities District, herein is incorrect in any material respect.

C. The City acknowledges and agrees that: (i) the primary role of the Underwriter, as an underwriter, is to purchase securities for resale to investors in an arm’s-length commercial transaction between the City and the Underwriter and that the Underwriter has financial and other interests that differ from those of the City and the Community Facilities District; (ii) the Underwriter is not acting as a municipal advisor, financial advisor or fiduciary to the City, the Community Facilities District, or any other person or entity and has not assumed any advisory or fiduciary responsibility to the City or the Community Facilities District with respect to the transaction contemplated hereby and the discussions, undertakings and proceedings leading thereto (irrespective of whether the Underwriter has provided other services or is currently providing other services to the City or the Community Facilities District on other matters); (iii) the only obligations the Underwriter has to the City or the Community Facilities District with respect to the transaction contemplated hereby expressly are set forth in this Purchase Agreement, except as otherwise provided by applicable rules and regulations of the Securities and Exchange Commission or the rules of the Municipal Securities Rulemaking Board (the “MSRB”); and (iv) the City has consulted its own legal, accounting, tax, financial and other advisors, as applicable, to the extent it has deemed appropriate in connection with the transaction contemplated herein. The City acknowledges that it has previously provided the Underwriter with an acknowledgement of receipt of the required Underwriter disclosure under Rule G-17 of the MSRB and acknowledges that it has engaged NHA

ITEM 12.2. ATTACHMENT 3
3 Advisors, LLC, as its municipal advisor (as defined in Securities and Exchange Commission Rule 15Ba1) and will rely solely on NHA Advisors, LLC for financial advice with respect to the Bonds.

D. Pursuant to the authorization of the City, the Underwriter has distributed copies of the Preliminary Official Statement dated ______, 2022, 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 City hereby consents to and ratifies the use and distribution by the Underwriter of the Preliminary Official Statement, and the City agrees to execute a final official statement relating to the Bonds (the “Official Statement”) which will consist of the Preliminary Official Statement with such changes as may be made thereto, with the approval of Jones Hall, a Professional Corporation, Bond Counsel and Disclosure Counsel (herein called “Bond Counsel”), and the Underwriter, and to provide copies thereof to the Underwriter as set forth in Section 2(S) hereof. The City 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 City further authorizes the Underwriter to use and distribute, in connection with the offer and sale of the Bonds, the Fiscal Agent Agreement, this Purchase Agreement and all information contained herein, and all other documents, certificates and statements furnished by or on behalf of the City or the Community Facilities District to the Underwriter in connection with the transactions contemplated by this Purchase Agreement. The Preliminary Official Statement and/or the Official Statement may be delivered and printed in a “designated electronic format” as defined in the MSRB’s Rule G-32 and as may be agreed to by the City and the Underwriter. The City confirms that it does not object to distribution of the Preliminary Official Statement or the Official Statement in electronic form. A copy of the most recent Preliminary Official Statement sent to a potential purchaser shall be sent by first class mail or electronically (or other equally prompt means) not later than the first business day following the day upon which each such request is received.

E. To assist the Underwriter in complying with Securities and Exchange Commission Rule 15c2-12(b)(5) (the “Rule”), the City will undertake pursuant to the City Continuing Disclosure Agreement, in the form attached to the Official Statement under Appendix E (the “City Continuing Disclosure Agreement”), 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 Official Statement.

F. Except as the Underwriter and the City may otherwise agree, the City will deliver to the Underwriter, at the offices of Bond Counsel in San Francisco, California, or at such other location as may be mutually agreed upon by the Underwriter and the City, the documents hereinafter mentioned; and the City will deliver to the Underwriter through The Depository Trust Company’s (“DTC”) FAST delivery system, the Bonds, in definitive form (all Bonds bearing CUSIP® numbers printed thereon), duly executed by the City and authenticated by the Fiscal Agent in the manner provided for in the Fiscal Agent Agreement and the Community Facilities District Act at 8:00 a.m. California time, on _____, 2022 (the “Closing Date”), and the Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in paragraph (A) of this Section 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, which will act as securities depository for the Bonds, and the specimen Bonds will be made available for checking by the Underwriter not less than 5 days prior to the Closing.

G. Except as the City and the Underwriter may otherwise agree, the City will deliver to the Underwriter, at the offices of Bond Counsel in San Francisco, California, or at such

ITEM 12.2. ATTACHMENT 3
4 other location as may be mutually agreed upon by the Underwriter and the City, the documents hereinafter mentioned on the Closing Date.

2. Representations, Warranties and Covenants of the Community Facilities District.

The City represents, warrants and covenants to the Underwriter, on behalf of itself and the Communities Facilities District, as the case may be, that:

A. The City is a municipal corporation duly organized and validly existing pursuant to the Constitution and laws of the State of California (the “State”), and has duly authorized the formation of the Community Facilities District pursuant to resolutions duly adopted by the City Council (the “Community Facilities District Formation Resolution” and, together with the Resolution, the “Community Facilities District Resolutions”) and the Community Facilities District Act. The City Council, as the legislative body of the Community Facilities District, has duly adopted the Community Facilities District Formation Resolution, has duly adopted a Resolution and Ordinance levying the Special Taxes (for all purposes herein, as such are defined in the Fiscal Agent Agreement) within the Community Facilities District (the “Ordinance”), and has caused to be recorded in the real property records of Sacramento County, a notice of special tax lien (the “Notice of Special Tax Lien”) (the Community Facilities District Formation Resolution, the Ordinance, and the Notice of Special Tax Lien being collectively referred to herein as the “Formation Documents”), and the City Council has duly adopted the Resolution. Each of the 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 validly existing as a community facilities district under the laws of the State. The City has, and at the Closing Date will have, as the case may be, full legal right, power and authority: (i) to execute, deliver and perform its obligations under this Purchase Agreement, the Escrow Agreement and the Fiscal Agent Agreement and to carry out all transactions contemplated by each of such agreements; (ii) to enter into the City Continuing Disclosure Agreement; and (iii) to carry out, give effect to and consummate the transactions contemplated by the Formation Documents, the Fiscal Agent Agreement, this Purchase Agreement and the Official Statement.

This Purchase Agreement, the Fiscal Agent Agreement, the Escrow Agreement and the City Continuing Disclosure Agreement are collectively referred to herein as the “City Documents.” B. By all necessary official action of the City, the City has duly authorized and approved the execution and delivery by the City of, and the performance by City of, the obligations on its part contained in, the City Documents and has approved the use and distribution by the Underwriter of the Preliminary Official Statement and the execution, use and distribution by the Underwriter of the Official Statement, and, as of the date hereof, such authorizations and approvals are in full force and effect and have not been amended, modified or rescinded. When executed and delivered by the parties thereto, the City Documents will constitute the legally valid and binding obligations of the City, on its own behalf and on behalf of the Communities Facilities District, enforceable upon the City and the Community Facilities District in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors’ rights generally. To the best of the City’s knowledge, the City has complied, and will at the Closing Date be in compliance in all respects, with the terms of the City Documents that are applicable to the City, and the Community Facilities District has complied, and will at the Closing Date be in compliance in all respects, with the terms of the City Documents that are applicable to the Community Facilities District.

C. The information in the Preliminary Official Statement (other than statements pertaining to the book-entry system as to which no view is expressed) as of its date was and as of the date hereof is, and in the Official Statement (other than statements pertaining to the book-entry

ITEM 12.2. ATTACHMENT 3
5 system as to which no view is expressed) as of its date is, true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and, upon delivery and 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 material 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 City 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 City will advise the Underwriter promptly of the institution of any proceedings known to it by any governmental agency prohibiting or otherwise materially affecting the use of the Official Statement in connection with the offering, 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 sale to the public. Unless the Underwriter gives notice to the contrary, the End of the Underwriting Period shall be deemed to be the Closing Date. Any notice delivered pursuant to this provision shall be written notice delivered to the City 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.” If in the opinion of the Underwriter any such event or proceedings requires the preparation and distribution of a supplement or amendment to the Official Statement, the City shall prepare and furnish to the Underwriter, at the City’s expense, such number of copies of the supplement or amendment to the Official Statement, in (i) a “designated electronic format” consistent with the requirements of the MSRB’s Rule G-32 and (ii) a printed format form in substance mutually agreed upon by the City and the Underwriter as the Underwriter may reasonably request. If such amendment or supplement to the Official Statement shall be made subsequent to the Closing Date, the City also shall furnish, or cause to be furnished, such additional legal opinions, certificates, instruments and other documents as the Underwriter may reasonably deem necessary to evidence the truth and accuracy of any such supplement or amendment to the Official Statement.

E. As of the time of acceptance hereof and as of the Closing Date, the City and the Community Facilities District, as applicable, have each complied, and will at the Closing Date be in compliance in all material respects, with the Formation Documents and the City Documents, and any immaterial noncompliance by the City or the Community Facilities District, if any, will not impair the ability of the City or the Community Facilities District, as applicable, to carry out, give effect to or consummate the transactions contemplated by the foregoing. From and after the date of issuance of its Bonds, the City will continue to comply with the covenants of the City contained in the City Documents and it shall cause the Community Facilities District to continue to comply with the covenants of the Community Facilities District contained in the City Documents.

F. Except as described in the Preliminary Official Statement, neither the City nor the Community Facilities District is, and as of the Closing Date, neither will 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, 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 or the Community Facilities District, as the case may be, is a party or is otherwise subject or bound; and, to the City’s knowledge, no event has

ITEM 12.2. ATTACHMENT 3
6 occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or event of default under any such instrument which breach, default or event could have an adverse effect on the City’s ability or the Community Facilities District’s ability to perform their respective obligations under the City Documents; and as of such times, except as disclosed in the Official Statement, the authorization, execution and delivery of the City Documents and compliance with the provisions of each thereof, or the performance of the conditions precedent to be performed by the City 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 City is a party or is otherwise subject or bound, in any manner which would materially and adversely affect the performance by the City or the Community Facilities District of their respective obligations under the City Documents or the performance of the conditions precedent to be performed by the City pursuant to this Purchase Agreement. The City has received all licenses, permits or other regulatory approvals required, if any, for the pledge, collection and/or application by the Community Facilities District of the Special Taxes (as defined in the Fiscal Agent Agreement) and other moneys pledged to the payment of the principal of and interest on the Bonds under the Fiscal Agent Agreement.

G. 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 City or the Community Facilities District of their respective obligations under the City Documents, and the performance of the conditions precedent to be performed by the City pursuant to this Purchase Agreement, have been or will be obtained at the Closing Date and are or will be in full force and effect at the Closing Date.

H. 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 individually, an “Action”) pending (notice of which has been served on the City or the Community Facilities District) or to the best knowledge of the City or the Community Facilities District threatened, in which any such Action: (i) in any way questions the powers of the City Council or the existence of the Community Facilities District or the titles of the officers of the City and/or 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 City Documents or the consummation of the transactions on the part of the City or the Community Facilities District contemplated thereby; (iii) contests the exclusion of interest on the Bonds from federal or State income taxation or contests the powers of the City or the Community Facilities District which may result in any material adverse change relating to the financial condition of the City or the Community Facilities District; (iv) except as disclosed in the Official Statement, wherein an unfavorable decision, ruling or finding would materially adversely affect the financial position or condition of the City or the Community Facilities District or would result in any material adverse change in the ability of the City to pledge or apply the Special Taxes (as defined in the Fiscal Agent Agreement) or to pay debt service on the Bonds; or (v) contests the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or asserts that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or

ITEM 12.2. ATTACHMENT 3
7 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 known basis for any Action of the nature described in clauses (i) through (v) of this sentence.

I. The City will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter and at the expense of the Underwriter as the Underwriter may reasonably request in order: (i) to qualify the Bonds for offer and sale under the “blue sky” or other securities laws and regulations of such states and other jurisdictions of the United States of America as the Underwriter may designate; and (ii) to determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions and will use its best efforts to continue such qualifications in effect so long as required for the distribution of the Bonds, provided; however, that the City will not be required to execute a special or general consent to service of process or qualify as a foreign corporation in connection with any such qualification in any jurisdiction.

J. The City Documents conform as to form and tenor to the descriptions thereof contained in the Preliminary Official Statement. The City represents that the Bonds, when issued, executed and delivered in accordance with the Fiscal Agent Agreement and sold to the Underwriter as provided herein, will be validly issued and outstanding obligations of the City, entitled to the benefits of the Fiscal Agent Agreement. The City and the Community Facilities District will each comply with the covenant in the Fiscal Agent Agreement to cause the Special Taxes to be levied and collected at the same time and in the same manner as ordinary ad valorem property taxes. The Fiscal Agent Agreement creates a valid pledge of, first lien upon and security interest in, the Special Taxes, and in the moneys in the Special Tax Fund established pursuant to the Fiscal Agent Agreement, on the terms and conditions set forth in the Fiscal Agent Agreement. The Fiscal Agent Agreement creates a valid pledge of the moneys in certain funds and accounts established pursuant to the Fiscal Agent Agreement, subject in all cases to the provisions of the Fiscal Agent Agreement permitting the application thereof for the purposes and on the terms and conditions set forth therein.

K. Except as disclosed in the Preliminary Official Statement, there are, to the best of the City’s knowledge, no entities with outstanding assessment liens against any of the properties within the Community Facilities District which are senior to or on a parity with the Special Taxes.

L. The issuance and sale of the Bonds is not subject to any transfer or other documentary stamp taxes of the State or any political subdivision thereof.

M. The City shall not knowingly take or omit to take any action that, under existing law, may adversely affect the exclusion from gross income for federal income tax purposes, or the exemption from State of California personal income tax, of the interest on the Bonds. The City has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that the City is a bond issuer whose arbitrage certifications may not be relied upon.

N. Any certificate signed on behalf of the Community Facilities District by any officer or employee of the City authorized to do so and delivered to the Underwriter in connection with the issuance and sale of the Bonds shall be deemed to be a representation and covenant by the Community Facilities District to the Underwriter as to the statements made therein.

O. The City will apply the proceeds of the Bonds in accordance with the Fiscal Agent Agreement and as described in the Official Statement.

ITEM 12.2. ATTACHMENT 3
8 P. At or prior to the Closing, the City will have duly authorized, executed and delivered the City Continuing Disclosure Agreement in substantially the form under Appendix F to the Official Statement. Based on a review of previous undertakings, the Preliminary Official Statement and the Official Statement describe the instances in which the City has failed to comply with any previous undertakings with regard to the Rule to provide annual reports or notices of material events in the last five years.

Q. Between the date of this Purchase Agreement and the date of Closing, the City will not offer or issue any bonds, notes or other obligations for borrowed money not previously disclosed to the Underwriter and the City shall not create, assume or guarantee any indebtedness payable from, or pledge or otherwise encumber, the Special Taxes or other assets, properties, funds or interests that will be pledged as security for the Bonds pursuant to the City Documents.

R. 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 City will faithfully perform and abide by all of the covenants, undertakings and provisions contained in the Fiscal Agent Agreement.

S. The Preliminary Official Statement was deemed final by a duly authorized officer of the City 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 City 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 City shall cause a final electronic and/or printed form of the Official Statement as set forth in Section 1 above to be delivered 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.

T. The City 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 and the Underwriter from time to time prior to the Closing Date.

U. The total interest cost to maturity on the Bonds plus the principal amount of such Bonds is less than the total remaining interest cost to maturity on the Prior Bonds plus the outstanding principal amount of such Prior Bonds.

V. The City hereby ratifies any prior use of and authorizes the future use by the Underwriter, in connection with the offering and sale of the Bonds, of the Preliminary Official Statement, the Official Statement, this Purchase Agreement and all information contained herein, and all other documents, certificates and written statements furnished by the City to the Underwriter in connection with the transactions contemplated by this Purchase Agreement.

The execution and delivery of this Purchase Agreement by the City shall constitute a representation by the City to the Underwriter that the representations and warranties contained in this Section 2 with respect to the City and the Community Facilities District are true as of the date hereof.

3. Conditions to the Obligations of the Underwriter. The obligation of the Underwriter to accept delivery of and pay for the Bonds on the Closing Date shall be subject, at the option of the Underwriter, to the accuracy in all material respects of the representations and warranties on the part

ITEM 12.2. ATTACHMENT 3
9 of the City, on its own behalf and on behalf 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 city and the Community Facilities District made in any certificates or other documents furnished pursuant to the provisions hereof, to the performance by the City and the Community Facilities District of their obligations to be performed hereunder at or prior to the Closing Date and, to the following additional conditions:

A. At the Closing Date, the Community Facilities District Resolutions, the Formation Documents, and the City 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 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 was described in the Preliminary Official Statement, neither the City nor the Community Facilities District shall be, in any respect material to the Bonds, the City Documents or 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, 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 or the Community Facilities District, respectively, is a party or is otherwise subject or bound, and the performance by the City or the Community Facilities District, respectively, of its obligations under the Bonds, the City Documents, the Community Facilities District Resolutions, this Purchase Agreement and any other instruments contemplated by any of such documents, and compliance with the provisions of each thereof, 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 City or the Community Facilities District, respectively, is a party or is otherwise subject or bound, in any manner which would materially and adversely affect the performance by the City or the Community Facilities District, respectively, of its obligations under the City Documents, the Bonds or the Community Facilities District Resolutions.

C. 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 light of the circumstances under which they were made, not misleading.

D. The Underwriter shall have the right to cancel its obligation to purchase the Bonds and to terminate this Purchase Agreement by written notice to the City if, between the date of this Purchase Agreement and the Closing Date, in the Underwriter’s sole and reasonable judgment any of the following events shall occur (each a “Termination Event”):

1. Between the date hereof and the Closing Date, the market price or marketability, at the initial offering prices set forth on the 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 have been materially adversely affected, in the judgment of the Underwriter (evidenced by a written notice

ITEM 12.2. ATTACHMENT 3
10 to the City terminating the obligation of the Underwriter to accept delivery of and pay for the Bonds), by reason of any of the following:
a. Legislation introduced in or enacted (or resolution passed) by the Congress of the United States of America or the legislature of the State or recommended to the Congress by the President of the United States of America or a member of the President’s Cabinet, 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, the Internal Revenue Service or other federal or State authority with appropriate jurisdiction, with the purpose or effect, directly or indirectly, of imposing federal or State 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; b. Legislation introduced in or enacted (or resolution passed) by the Congress, or shall have been favorably reported out of committee or be pending in committee, or shall have been recommended to the Congress for passage by the President of the United States of America or a member of the President’s Cabinet, or an order, decree, injunction or decision issued by any court of competent jurisdiction, or an order, ruling, regulation (final, temporary or proposed), press release, statement or other form of notice issued or made by or on behalf of the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, to the effect that obligations of the general character of the Bonds, the Resolution or the City Documents, are not exempt from registration under or other requirements of the Securities Act of 1933, as amended, or that the Fiscal Agent Agreement 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, 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;
c. A general suspension of trading in securities 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 Securities and Exchange Commission or any other governmental authority having jurisdiction;
d. 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;
e. Except as disclosed in or contemplated by the Official Statement, any material adverse change in the affairs of the City or the Community Facilities District shall have occurred;

2. The introduction, proposal or enactment of any amendment to the federal or California Constitution or any action by any federal or State court, legislative body, regulatory body or other authority materially adversely affecting the tax status of the City or the

ITEM 12.2. ATTACHMENT 3
11 Community Facilities District, their property, income, securities (or interest thereon), the validity or enforceability of Special Taxes;

3. Any event occurring or information becoming known which, in the judgment of the Underwriter, makes untrue or incorrect in any material respect any statement or information contained in the Preliminary Official Statement or in the Official Statement or has the effect that the Preliminary Official Statement or the Official Statement 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;

4. A general banking moratorium shall have been declared by federal, State of New York or State of California officials authorized to do so or a material disruption in securities settlement, payment or clearance services affecting the Bonds shall have occurred;

5. Any new restriction on transactions in securities materially affecting the market for securities (including the imposition of any limitation in 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 Comptroller of the Currency, the Securities and Exchange Commission or any other federal or State agency or the Congress of the United States of America, or by Executive Order;

6. A decision by a court of the United States of America shall be rendered, or a stop order, release, regulation or no-action letter by or on behalf of the Securities and Exchange Commission or any other governmental 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 as contemplated by this Purchase Agreement or by the Official Statement, or any document relating to the issuance, offering or sale of the Bonds is or would be in violation of any provision of the federal securities laws at the Closing Date, including the Securities Act of 1933, the Securities Exchange Act of 1934 and the Trust Indenture Act of 1939;

7. 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.

8. The commencement of an Action described in Section 2(H).

Upon the occurrence of a Termination Event and the termination of this Purchase Agreement by the Underwriter, all obligations of the City, the Community Facilities District, and the Underwriter under this Agreement shall terminate, without further liability, except that the City and the Underwriter shall pay their respective expenses as set forth in Section 6 below.

E. 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. Official Statement. The Official Statement and each supplement or amendment, if any thereto, executed by an authorized officer of the City;

2. Fiscal Agent Agreement. The Fiscal Agent Agreement, duly executed and delivered by the City and the Fiscal Agent;

ITEM 12.2. ATTACHMENT 3
12 3. Resolutions. Certifications by the City Clerk with respect to each resolution and ordinance of the City Council, for the City or as the legislative body of the Community Facilities District, relating to the City Documents, the transactions contemplated thereby, formation of the Community Facilities District and issuance of the Bonds;

4. City Continuing Disclosure Agreement. The City Continuing Disclosure Agreement executed and delivered by the City;

5. Escrow Agreement. An executed copy of the Escrow Agreement.

6. Bond Counsel Opinion. An unqualified approving opinion for the Bonds, dated the Closing Date and addressed to the City, of Bond Counsel, to the effect that the Bonds are the valid, legal and binding obligations of the City and that the interest thereon is excluded from gross income for federal income tax purposes and exempt from personal income taxes of the State, in substantially the form included as Appendix F to the Official Statement, together with a letter of Bond Counsel, dated the Closing Date and addressed to the Underwriter, to the effect that such opinion addressed to the City may be relied upon by the Underwriter to the same extent as if such opinion was addressed to it;

7. Supplemental Opinion. 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 has been duly authorized, executed and delivered by the City and, assuming due authorization, execution and delivery by the other parties thereto, constitutes the legal, valid and binding agreement of the City and is enforceable in accordance with its 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 1933, as amended, and the Fiscal Agent Agreement 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 2022 BONDS” (other than by reference Appendix D – DTC and the Book-Entry Only System), “SECURITY FOR THE 2022 BONDS,” “LEGAL MATTERS” and in Appendices C and F to the Official Statement (excluding any financial, statistical and economic data, forecasts, numbers, charts, graphs, estimates, projections, and assumptions and any information regarding The Depository Trust Company and the book-entry system as to which Bond Counsel need express no opinion or view, and further, excluding any material that may be treated as included under such captions by cross-reference), are accurate insofar as such statements purport to summarize certain provisions of the Bonds, the Fiscal Agent Agreement, Bond Counsel’s final approving opinion and the Community Facilities District Act; and
(iv) the Community Facilities District has been duly formed, and the Special Taxes have been duly and validly levied in accordance with the provisions of the Community Facilities District Act and, except to the extent prohibited by moratorium, bankruptcy, reorganization, fraudulent conveyance or transfer, insolvency or other similar laws affecting creditors’ rights generally, a lien to secure payment of the Special Taxes has been imposed on taxable property in the Community Facilities District;

ITEM 12.2. ATTACHMENT 3
13 8. Special Counsel Opinion. An opinion, dated the Closing Date and addressed to the Underwriter, of Jones Hall, a Professional Corporation, acting as special counsel to the City and the Community Facilities District, substantially in the form of Appendix B hereto;

9. Closing Certificate of the City. A certificate, dated the Closing Date, and signed by an authorized officer of the City substantially in the form of Appendix C hereto, together with such additional certifications as Bond Counsel may require;

10. Bank Incumbency Certificate. Certified copies of the general resolution of the Fiscal Agent authorizing the execution and delivery of certain documents by certain officers of the Fiscal Agent, which resolution authorizes the execution of the Fiscal Agent Agreement and the authentication of the Bonds;

11. Fiscal Agent’s Certificate. A certificate of the Fiscal Agent, dated the Closing Date, in form and substance acceptable to the Underwriter and its counsel, substantially in the form of Appendix D hereto;

12. Fiscal Agent’s Counsel Opinion. An opinion of counsel to the Fiscal Agent, dated the Closing Date, addressed to the Underwriter and the City, substantially in the form of Appendix E hereto;

13. Disclosure Counsel Opinion. An opinion, dated the Closing Date and addressed to the Underwriter and to the City, of Jones Hall, a Professional Corporation, as disclosure counsel (“Disclosure Counsel”), in form and substance acceptable to the Underwriter;

14. Opinion of Underwriter’s Counsel. An opinion of counsel to the Underwriter, dated the date of the Closing, addressed to the Underwriter, in form and substance acceptable to the Underwriter;

15. Defeasance Opinion. An opinion of Bond Counsel, addressed to the City, the Escrow Bank and the Underwriter, dated the date of Closing, as to the effective defeasance of the Prior Bonds in form and substance acceptable to the Underwriter;

16. Special Tax Consultant Certificate. A certificate, dated the Closing Date from Goodwin Consulting Group substantially in the form attached as Appendix F hereto;

17. Certificate Regarding Continuing Disclosure Compliance. A Continuing Disclosure Compliance Certificate, dated the Closing Date, duly executed and delivered by Goodwin Consulting Group, Inc. in form and substance acceptable to the Underwriter and Disclosure Counsel;

18. Transcript. A transcript of all proceedings relating to the authorization, issuance, sale and delivery of the Bonds, including certified copies of the Fiscal Agent Agreement and all resolutions of the City and the Community Facilities District relating thereto;

19. Nonarbitrage Certificate. A certificate of the City, 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;

20. Specimen Bonds. Copies of the Specimen Bonds;

ITEM 12.2. ATTACHMENT 3
14 21. Issue Price Certificate. An issue price certificate of the Underwriter in the form attached as Appendix G hereto;

22. Certificate of Underwriter. A certificate from the Underwriter to the City, in form satisfactory to the City and signed by an authorized officer of the Underwriter, accepting delivery of the Bonds to the Underwriter and receipt of all documents required by the Underwriter, and the satisfaction or waiver of all conditions and terms of this Purchase Agreement by the City, and confirming to the City that as of the Closing Date, all of the representations of the Underwriter contained in this Purchase Agreement are true, complete and correct in all material respects;

23. Form 8038-G. An Information Return for Tax-Exempt Bond Issues (Internal Revenue Service Form 8038-G), in a form satisfactory to Bond Counsel for filing, executed by a duly authorized officer of the City, together with evidence that such Form 8038-G has been mailed;

24. CDIAC Statements. Copies of filings with the California Debt and Investment Advisory Commission relating to the issuance of the Bonds;

25. Letter of Representations. A copy of the Blanket Letter of Representations to DTC relating to the Bonds signed by the City;

26. Certificate Regarding Preliminary Official Statement. Prior to and in connection with printing and distribution of the Preliminary Official Statement, an executed certificate of the City deeming the Preliminary Official Statement final for purposes of Rule 15c2-12.

27. Escrow Bank Certificate. A certificate or certificates of the Escrow Bank, dated the Closing Date, in form and substance acceptable to the Underwriter and Bond Counsel.

28. Parity Bonds Certificate. A certificate in form and substance required pursuant to the Fiscal Agent Agreement regarding the issuance of the Bonds as Additional Bonds on a parity with the 2016 Bonds.

29. [Verification Report. The report of _______, on the mathematical accuracy of certain computations, contained in schedules provided to them which were prepared for the City, relating to the sufficiency of moneys and securities deposited with the Escrow Bank to defease the 2012 Bonds.]

30. Additional Documents. 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 City, on its own behalf and on behalf 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 City at or prior to the Closing of all agreements then to be performed and all conditions then to be satisfied by the City and the Community Facilities District in connection with the transactions contemplated hereby and by the Fiscal Agent Agreement and the Official Statement.

If the City 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

ITEM 12.2. ATTACHMENT 3
15 obligations of the Underwriter to purchase, accept delivery of and pay for the Bonds shall be terminated for any reason permitted by this Purchase Agreement, this Purchase Agreement shall terminate and neither the City nor the Underwriter shall be under any further obligation hereunder, except that the respective obligations of the Underwriter and the City set forth in Section 6 hereof shall continue in full force and effect.

4. Representations and Agreements of the Underwriter. The Underwriter represents to and agrees with the City that, as of the date hereof and as of the date of the Closing:

A. The Underwriter is duly authorized to execute and deliver this Purchase Agreement and to take any action under the Purchase Agreement required to be taken by it.

B. The Underwriter is in compliance with MSRB Rule G-37 with respect to the City and the Community Facilities District, and is not prohibited thereby from acting as underwriter with respect to securities of the City and the Community Facilities District. The Underwriter is in compliance with MSRB Rule G-17 with respect to the City and the Community Facilities District.

C. The Underwriter has, and has had, no financial advisory relationship with the City or the Community Facilities District with respect to the Bonds, and no investment firm controlling, controlled by or under common control with the Underwriter has or has had any such financial advisory relationship, within the meaning of California Government Code Section 53590, or otherwise.

D. The Underwriter has not paid or agreed to pay, nor will it pay or agree to pay, any entity, company, firm or person (including, but not limited to, the City’s financial consultants, or any officer, agent or employee thereof), other than a bona fide officer, agent or employee working for the Underwriter, any compensation, fee, gift or other consideration contingent upon or resulting from the award of or entering into this Purchase Agreement.

E. The Underwriter has reasonably determined that the City’s undertaking in the City Continuing Disclosure Agreement to provide continuing disclosure with respect to the Bonds is sufficient to effect compliance with the Rule.

5. Establishment of Issue Price.

A. The Underwriter agrees to assist the City in establishing the issue price of the Bonds and shall execute and deliver to the City at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Appendix G, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the City 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 Appendix A attached hereto, the City will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the City 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 City the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% test has been satisfied as to the Bonds of that maturity, provided that, the Underwriter’s reporting obligation

ITEM 12.2. ATTACHMENT 3
16 after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the City or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds.

C. The 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 Appendix A attached hereto, except as otherwise set forth therein. Appendix 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 orders are confirmed by the close of the business day immediately following the date of this Purchase Agreement) and (ii) the 10% test has not been satisfied and for which the City and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the City 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:
a. the close of the fifth (5th) business day after the sale date; or b. 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 will advise the City promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.

D. The Underwriter confirms that:
(i) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(A)(i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter and (ii) 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 participating in the initial sale of the Bonds to the public (each such term being used as defined below), and

ITEM 12.2. ATTACHMENT 3
17 (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 the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.

E. The City 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 the issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (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 the issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The City further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing the issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offeringprice rule, if applicable to the Bonds.

F. The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this section.

Further, for purposes of this section:
a. “public” means any person other than an underwriter or a related party;
b. “underwriter” means (A) any person that agrees pursuant to a written contract with the City (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a third-party distribution agreement participating in the initial sale of the Bonds to the public);
c. 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

ITEM 12.2. ATTACHMENT 3
18 corporations (including direct ownership by one corporation of another), (B) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (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
d. “sale date” means the date of execution of this Purchase Agreement by all parties.

6. Expenses.

A. Whether or not the Underwriter accepts delivery of and pays for the Bonds as set forth herein, it shall be under no obligation to pay, and the City shall pay out of the proceeds of the Bonds or any other legally available funds of the City, all expenses incidental to the performance of the City’s obligations hereunder, including but not limited to the cost of printing and delivering the Bonds to the Underwriter; the costs of printing and shipping the Preliminary Official Statement and the Official Statement; the fees and disbursements of the City, the Community Facilities District, the Fiscal Agent, the Escrow Bank, Bond Counsel, Disclosure Counsel, accountants and any other experts or consultants retained by the City or the Community Facilities District in connection with the issuance and sale of the Bonds; and any other expenses not specifically enumerated in paragraph (B) of this Section incurred in connection with the issuance and sale of the Bonds.

B. Whether or not the Bonds are delivered to the Underwriter as set forth herein, the City shall be under no obligation to pay, and the Underwriter shall be responsible for and pay, CUSIP® and CDIAC fees and expenses to qualify the Bonds for sale under any “blue sky” laws; and all other expenses incurred by the Underwriter in connection with its public offering and distribution of the Bonds not specifically enumerated in paragraph (A) of this Section, including the fees and disbursements of its counsel.

7. Undertakings of the City. The City agrees: (a) to inform the Underwriter, from time to time, upon the reasonable request of the Underwriter, of the amount then on deposit in the Reserve Fund and all accounts thereunder; and (b) to make available to the Underwriter, upon reasonable request of the Underwriter, at the expense of the City, sufficient copies of its audited financial statements, if any, and any resolutions of its legislative body with respect to the Community Facilities District Resolutions, the Bonds, the Fiscal Agent Agreement, the Official Statement, any amendments or supplements thereto, and other documents relating to the Bonds and pertaining to the City or the Community Facilities District adopted or executed, as the case may be, after the Closing Date, to the extent that such documents are publicly available.

8. Notices. Any notice of other communication to be given to the City under this Purchase Agreement may be given by delivering the same in writing to the City of Rancho Cordova, 2729 Prospect Park Drive, Rancho Cordova, California 95670, Attention: Finance Director; 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 Ave., Suite 3200, El Segundo, California 90245 Attention: Public Finance. All such notices, requests or other communications may be made by telephone, personal or courier delivery, registered or certified mail, facsimile transmission or electronic communication, provided that delivery by facsimile transmission or electronic communication must be confirmed by the sender. The City and the Underwriter may,

ITEM 12.2. ATTACHMENT 3
19 by notice given as aforesaid, specify a different address for any such notices, requests or other communications.

9. Parties In Interest. This Purchase Agreement is made solely for the benefit of the City and the Underwriter (including any successors or assignees of the Underwriter) and no other person shall acquire or have any right hereunder or by virtue hereof. The City and the Underwriter may not assign this Agreement. The term “successor” shall not include any holder of any Bonds merely by virtue of such holding.

10. Survival of Representations and Warranties. The representations and warranties of the City 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 City or the Community Facilities District and regardless of delivery of and payment for the Bonds.

11. Severability. If any provision of this Purchase Agreement is, or is held or deemed to be, invalid, inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions, because it conflicts with any provisions of any constitution, statute, rule of public policy or for any other reason, such circumstances shall not make the provision in question invalid, inoperative or unenforceable in any other case or circumstance, or make any other provision or provisions of this Agreement invalid, inoperative or unenforceable to any extent whatsoever.

12. Electronic Signature. Each of the parties hereto agrees that the transaction consisting of this Purchase Agreement may be conducted by electronic means. Each party agrees and acknowledges that it is such party’s intent, that if such party signs this Purchase Agreement using an electronic signature, it is signing, adopting and accepting this Purchase Agreement and that signing this Purchase Agreement using an electronic signature is the legal equivalent of having placed the undersigned officer’s handwritten signature on this Purchase Agreement on paper. Each party acknowledges that it is being provided with an electronic or paper copy of this Purchase Agreement in a usable format.

13. 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.

14. Effective. This Purchase Agreement shall become effective and binding upon the respective parties hereto upon the execution of the acceptance hereof by the City and shall be valid and enforceable as of the time of such acceptance.

15. No Prior Agreements. This Purchase Agreement supersedes and replaces all prior negotiations, agreements and understanding between the parties hereto in relation to the sale of the Bonds by the City.

16. Governing Law. This Purchase Agreement shall be governed by the laws of the State.

ITEM 12.2. ATTACHMENT 3
S-1

17. Effective Date. This Purchase Agreement shall become effective and binding upon the respective parties hereto upon the execution of the acceptance hereof by the City 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 RANCHO CORDOVA
By:

Authorized Representative
Time of Execution: _____________ p.m. California time
[EXECUTION PAGE OF BOND PURCHASE AGREEMENT – CITY OF RANCHO CORDOVA SUNRIDGE ANATOLIA COMMUNITY FACILITIES DISTRICT NO. 2003-1 SERIES 2022 BONDS]

ITEM 12.2. ATTACHMENT 3
A-1

APPENDIX A
$_______

CITY OF RANCHO CORDOVA
SUNRIDGE ANATOLIA COMMUNITY FACILITIES DISTRICT NO. 2003-1

SPECIAL TAX BONDS
SERIES 2022

MATURITY SCHEDULE
Maturity
(September 1)
Principal
Amount
Interest
Rate Yield Price
10% Test
Satisfied*
10% Test
Not
Satisfied
Subject to
Hold-TheOfferingPrice Rule
(marked if
used)
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
20__(T)
20__(T)
20__(T)
20__(T)
_________________________________
(T) Term Bond.
(C) Priced to optional call at [par] on September 1, 20__. * At the time of execution of this Purchase Agreement and assuming orders are confirmed by the close of the business day immediately following the date of this Purchase Agreement.

ITEM 12.2. ATTACHMENT 3
B-1

APPENDIX B

OPINION OF SPECIAL COUNSEL
[Closing Date]

VIA OVERNIGHT MAIL
Piper Sandler & Co.
2321 Rosecrans Ave., Suite 3200
El Segundo, California
City of Rancho Cordova
Sunridge Anatolia Community Facilities District No.
2003-1
2729 Prospect Park Drive
Rancho Cordova, California 95670
Re: City of Rancho Cordova Sunridge Anatolia Community Facilities District No. 2003-1 Special Tax Bonds, Series 2022
Ladies and Gentlemen:

We have acted as counsel for the City of Rancho Cordova (the “City”) and Sunridge Anatolia Community Facilities District No. 2003-1 (the “Community Facilities District”), in connection with the purchase and sale of the City of Rancho Cordova Sunridge Anatolia Community Facilities District No. 2003-1 Special Tax Bonds, Series 2022 (the “Bonds”). As such Counsel, we have reviewed the Bond Purchase Agreement, dated [BPA Date] (the “Purchase Agreement”), by and between Piper Sandler & Co. (the “Underwriter”) and the City, the Fiscal Agent Agreement, dated as of November 1, 2003, as supplemented and amended by a Supplemental Agreement No. 5 to Fiscal Agent Agreement, dated as of ___ 1, 2022 (together, and as previously supplemented, the “Fiscal Agent Agreement”) by and between the City and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as fiscal agent (the “Fiscal Agent”), the City Continuing Disclosure Agreement, dated [Closing Date], executed by the City (the “City Continuing Disclosure Agreement”), the Preliminary Official Statement, dated [POS Date], relating to the Bonds (the “Preliminary Official Statement”), the Official Statement, dated [OS Date], relating to the Bonds (the “Official Statement”), Resolution No. ______ adopted by the City Council of the City on ______, 2022 (“Bond Resolution”), and such other documents, certificates, records and papers as we have deemed necessary to render the below opinions.

The Bonds, the Fiscal Agent Agreement, the Escrow Agreement, the Purchase Agreement, and the City Continuing Disclosure Agreement, are collectively referred to herein as the “Bond Documents.” Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Purchase Agreement.

With your permission we have assumed, without undertaking to verify the same by independent investigation, the following: (a) the authenticity of original documents and the genuineness of all signatures (other than those of the City and the Community Facilities District); (b) the conformity to the originals of all documents submitted to us as copies; (c) the truth, accuracy, and completeness of the information, representations, and warranties contained in these documents,

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certificates, records and papers we have reviewed; and (d) compliance with all covenants and agreements contained in such documents.

Based on the foregoing, and in reliance thereon, as of the date hereof, we are of the following opinions:

1. The City is a municipal corporation duly organized and validly existing pursuant to the Constitution and laws of the State of California;

2. The Community Facilities District is duly organized and validly existing as a community facilities district under the Constitution and laws of the State;

3. The Bond Resolution was duly adopted at a meeting of the City Council, which meeting was duly called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout;

4. The preparation and distribution of the Preliminary Official Statement and the Official Statement have been duly approved by the City Council, acting for itself or as the Legislative Body of the Community Facilities District;

5. The execution and delivery by the City of the Bond Documents, and the Bonds and the performance of its obligations thereunder have been duly authorized by all requisite action of the City Council, acting for itself or as the Legislative Body of the Community Facilities District, and the Bonds and the Bond Documents have been duly executed and delivered by the Community Facilities District, and constitute legal, valid and binding obligations of the Community Facilities District enforceable against the Community Facilities District, in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights in general and to the application of equitable principles if equitable remedies are sought;

6. To the best of our knowledge, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body is pending or to the best of such counsel’s knowledge, threatened in any way affecting the existence of the City or the Community Facilities District or the titles of the officers of each to their respective offices, or seeking to restrain or to enjoin the execution and delivery of the Bond Documents, or the issuance, sale or delivery of the Bonds or the application of the proceeds thereof or the collection or application of the Special Taxes, or the exclusion from gross income for State personal income taxes of interest on the Bonds, or in any way contesting or affecting the validity or enforceability of the Bonds, the Bond Documents or any action of the City or the Community Facilities District contemplated by any of said documents or in any way contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or the powers of the City or its authority with respect to the Purchase Agreement or any other applicable agreement, or any action on the part of the City or the Community Facilities District contemplated by any of said documents;

7. To the best of our knowledge, the City and the Community Facilities District are not in breach of or in default under any court or administrative decree or order, or under any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the City or the Community Facilities District is a party or is otherwise subject or bound, including the Bond Documents, a consequence of which could be to materially and adversely affect the ability of the

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City or the Community Facilities District to perform their obligations under the Bonds, the Bond Documents or which, with the passage of time or the giving of notice or both, would constitute an event of default thereunder; and;

8. To the best of our knowledge, the adoption of the Bond Resolution and the execution and delivery of the Bonds and the Bond Documents, did not and will not conflict with or constitute a breach of or default under any applicable court or administrative decree or order, or under any loan agreement, note, ordinance, resolution, indenture, contract, agreement or other instrument to which the City or the Community Facilities District, as the case may be, is a party or is otherwise subject or bound, a consequence of which could be to materially and adversely affect the ability of City or the Community Facilities District to perform their obligations under the Bonds or any Bond Documents.

The opinions set forth above are subject to the following additional qualifications:

General principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law; and limitations imposed by bankruptcy, insolvency, fraudulent conveyance, receivership, conservatorship, reorganization, arrangement, liquidation, moratorium or other similar laws affecting the enforcement of creditors’ rights in general heretofore or hereafter enacted, as such laws may be applied in the event of bankruptcy, insolvency, reorganization, arrangement, receivership, conservatorship, liquidation, readjustment of debt or other similar proceedings of, or moratorium or similar occurrence affecting municipal corporations in the State.

We express no opinion as to matters governing by laws other than the laws of the State and the federal laws of the United States of America, or the enforceability of any choice of law provision in the documents described herein.

This opinion is solely for your benefit in connection with the transactions covered by the first paragraph of this letter and may not be relied upon or used by, circulated, quoted or referred to, nor may copies hereof be delivered to, any other person or for any other purpose without our prior written approval; provided, however, copies of this opinion may be included in the closing transcripts for the transactions connected with the issuance of the Bonds. We disclaim any obligation to update this opinion letter for events occurring or coming to our attention after the date hereof.

Respectfully submitted,

JONES HALL, A PROFESSIONAL CORPORATION

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APPENDIX C

CITY OF RANCHO CORDOVA
SUNRIDGE ANATOLIA COMMUNITY FACILITIES DISTRICT NO. 2003-1

SPECIAL TAX BONDS
SERIES 2022

CLOSING CERTIFICATE OF THE CITY
I, the undersigned, hereby certify that I am the ________ of the City of Rancho Cordova (the “City”), the City Council (the “City Council”) of which is the Legislative Body for City of Rancho Cordova Sunridge Anatolia Community Facilities District No. 2003-1 (the “Community Facilities District”), a community facilities district duly organized and existing under the laws of the State of California (the “State”) and I am authorized to execute this Certificate on behalf of the City in connection with the issuance of the above-captioned bonds (the “Bonds”). All capitalized terms herein not otherwise defined shall have the meanings given such terms in the Bond Purchase Agreement, dated [BPA Date] (the “Bond Purchase Agreement”), by and between the City and Piper Sandler & Co.

I further certify on behalf of the City that:
(i) The representations, warranties and covenants of the City contained in the Bond Purchase Agreement, made on behalf of the City and the Community Facilities District, are true and correct in all material respects on and as of the date hereof as if made on the date hereof; (ii) The Community Facilities District Resolutions, Formation Documents and the City Documents are in full force and effect and have not been amended, modified or supplemented; (iii) Except as described in the Official Statement, there is no action, suit, proceeding, inquiry or investigation at law or in equity, or by any court or regulatory agency, public board or body pending, with respect to which the City or the Community Facilities District has been served with process, or to the best knowledge of the City or the Community Facilities District, threatened wherein an unfavorable decision, ruling or finding would: (a) affect the creation, organization, existence or powers of the City or the Community Facilities District, or the titles of their officers to their respective offices, (b) enjoin or restrain the issuance, sale and delivery of the Bonds, the levy or collection of the Special Taxes or any other moneys or property pledged or to be pledged under the Fiscal Agent Agreement, or the pledge thereof, (c) in any way question or affect any of the rights, powers, duties or obligations of the City or the Community Facilities District with respect to the Special Taxes or moneys and assets pledged or to be pledged to pay the principal of, premium, if any, or interest on the Bonds, (d) in any way question or affect any authority for the issuance of the Bonds, or the validity or enforceability of the Bonds or the proceedings relating to the issuance of the Bonds, or (e) in any way question or affect the Bond Purchase Agreement or the transactions contemplated thereby, the Official Statement or the City Documents; (iv) The information in the Preliminary Official Statement (other than statements pertaining to the book-entry system as to which no view is expressed) as of its date was and as of the date hereof is, and in the Official Statement (other than statements pertaining to the book-entry system as to which no view is expressed) as of its date was and as of the date hereof is, true and correct in all material respects and does not contain any untrue statement of a material fact or omit to

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state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;
(v) The City has complied with all agreements and covenants, and satisfied all conditions, on its part to be complied with or satisfied under the Bond Purchase Agreement and under the Community Facilities District Resolutions, the Formation Documents, the City Documents and the Official Statement at or prior to the date hereof; (vi) No event has occurred since the date of the Official Statement which either makes untrue or incorrect in any material respect as of the date hereof any statement or information contained in the Preliminary Official Statement or the Official Statement (other than statements pertaining to the book-entry system as to which no view is expressed) or is not reflected in the Official Statement but should be reflected therein in order to make the statements and information therein not misleading in any material respect;
(vii) The use of and distribution by the Underwriter of the Preliminary Official Statement and the Official Statement in connection with the offer and sale of the Bonds is hereby ratified; and (viii) The City and the Community Facilities District are each in compliance with all covenants set forth in the Fiscal Agent Agreement.

IN WITNESS WHEREOF, the undersigned has executed this certificate as of the date set forth below.

Dated: [Closing Date] CITY OF RANCHO CORDOVA
By:

Its:

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APPENDIX D
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION CERTIFICATE The undersigned is an authorized officer of U.S. Bank Trust Company, National Association (the “Bank”), and as such, is familiar with the facts herein certified and is authorized and qualified to state and certify the following:
(i) The Bank is duly organized and existing as a national banking association under the laws of the United States of America, having the full power and authority to accept and perform its duties under the Fiscal Agent Agreement, dated as of November 1, 2003, as supplemented and amended by a Supplemental Agreement No. 5 to Fiscal Agent Agreement, dated as of ___ 1, 2022 (together, and as previously supplemented, the “Fiscal Agent Agreement”) by and between the City and the Bank, as fiscal agent. Capitalized terms used herein and not otherwise defined have the meanings given to such terms in the Bond Purchase Agreement, dated [BPA Date], by and between the City and Piper Sandler & Co.;
(ii) Pursuant to the Fiscal Agent Agreement, the Bank will apply the proceeds from the Bonds to the purposes specified in the Fiscal Agent Agreement; (iii) The Bank is duly authorized to accept the obligations created by the Fiscal Agent Agreement and to authenticate the Bonds pursuant to the terms of the Fiscal Agent Agreement;
(iv) The Fiscal Agent Agreement has been duly authorized, executed and delivered by the Bank and, assuming due authorization, execution and delivery thereof by the other parties thereto, constitutes a valid and binding agreement of the Bank enforceable against the Bank in accordance with its terms;
(v) The Bonds have been validly authenticated and delivered by the Bank pursuant to the Fiscal Agent Agreement;
(vi) No consent, approval, authorization or other action by any governmental or regulatory authority having jurisdiction over the Bank that has not been obtained is or will be required for the authentication of the Bonds or the consummation by the Bank of the other transactions contemplated to be performed by the Bank in connection with the authentication of the Bonds and the acceptance and performance of the obligations created by the Fiscal Agent Agreement;
(vii) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body that has been served on the Bank or, to the best of its knowledge, threatened in any way affecting the existence of the Bank, or seeking to restrain or to enjoin the execution and delivery of the Fiscal Agent Agreement or the authentication of the Bonds, by the Bank, or in any way contesting or affecting the validity or enforceability, as against the Bank, of the Fiscal Agent Agreement or any action of the Bank contemplated by any of said documents, or in which an adverse outcome would materially and adversely affect the ability of the Bank to perform its obligations under the Fiscal Agent Agreement;

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(viii) The Bank is not in breach of or in default under any applicable law or administrative rule or regulation of the State of California (the “State”) or 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 Bank is a party or is otherwise subject or bound, a consequence of which could be to materially and adversely affect the ability of the Bank to perform its obligations under the Fiscal Agent Agreement (provided, however, that the Bank does not certify as to compliance with State or federal securities laws); and (ix) The authentication of the Bonds, and the execution and delivery of the Fiscal Agent Agreement by the Bank, and compliance with the provisions of each, will not conflict with or constitute a breach of or default under any applicable law or administrative rule or regulation of the State or 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, ordinance, resolution, Fiscal Agent Agreement, contract, agreement or other instrument to which the Bank is a party or is otherwise subject or bound, a consequence of which could be to materially and adversely affect the ability of the Bank to perform its obligations under the Fiscal Agent Agreement.

Dated: [Closing Date] U.S. BANK TRUST COMPANY,

NATIONAL ASSOCIATION,
as Fiscal Agent
By:

Authorized Officer

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APPENDIX E
FISCAL AGENT’S COUNSEL OPINION
[Closing Date]
City of Rancho Cordova
Sunridge Anatolia Community Facilities District No. 2003-1 Rancho Cordova, California
Piper Sandler & Co.

El Segundo, California
Re: City of Rancho Cordova Sunridge Anatolia Community Facilities District No. 2003-1 Special Tax Bonds, Series 2022
Ladies and Gentlemen:

We have acted as counsel for U.S. Bank Trust Company, National Association, a national banking association (the “Bank”) in connection with the execution by the Bank of the Fiscal Agent Agreement, dated as of November 1, 2003, as supplemented and amended by a Supplemental Agreement No. 5 to Fiscal Agent Agreement, dated as of ___ 1, 2022 (together, and as previously supplemented, the “Fiscal Agent Agreement”) by and between the City and the Bank, as fiscal agent.

We are generally familiar with the Articles of Association and the Bylaws of the Bank and are also familiar with the corporate proceedings of the Bank with regard to its authorization, execution and delivery of the Fiscal Agent Agreement. Capitalized terms used herein shall have the respective meanings ascribed to them in the Fiscal Agent Agreement, except as otherwise defined herein.

We have examined such documents and have reviewed such questions of law as we have considered necessary and appropriate for the purposes of this opinion. In such review, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity with originals of all documents submitted to us as copies. Where questions of fact material to our opinions expressed below were not established independently, we have relied upon statements of officers of the Bank as contained in their certificates.

Based upon the foregoing, we are of the opinion that:

1. The Bank is a national banking association duly organized, validly existing and in good standing under the laws of the United States of America.

2. The Bank has all requisite corporate power, authority and legal right to execute and deliver the Fiscal Agent Agreement and to perform its duties and obligations under the Fiscal Agent Agreement, and has taken all necessary corporate action to authorize the execution and delivery thereof and the performance of its obligations thereunder, including the authentication and delivery of the Bonds in its capacity as Fiscal Agent under the Fiscal Agent Agreement.

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3. The Bank has duly authorized, executed and delivered the Fiscal Agent Agreement. Assuming the due authorization, execution and delivery thereof by the other parties thereto, the Fiscal Agent Agreement is a legal, valid and binding agreement of the Bank, enforceable in accordance with its terms against the Bank.

4. To our knowledge, no authorization, approval, consent, or order of any governmental agency or regulatory authority having jurisdiction over the Bank that has not been obtained by the Bank is required for the authorization, execution and delivery by the Bank of the Fiscal Agent Agreement or the authentication and delivery of the Bonds by the Bank under the Fiscal Agent Agreement.

The opinions set forth above are subject to the following qualifications and exceptions:
(a) the opinions are subject to the effect of any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws of general application affecting creditors' rights; and
(b) the opinions are subject to the effect of general principles of equity, including (without limitation) concepts of materiality, reasonableness, good faith and fair dealing, and other similar doctrines affecting the enforceability of agreements generally (regardless of whether considered in a proceeding in equity or at law).

Our opinions expressed above are limited to the laws of the State of California and the federal laws of the United States of America.

The foregoing opinions are being furnished to you solely for your benefit and may not be relied upon by, nor may copies be delivered to, any other person without our prior written consent.

Very truly yours,

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APPENDIX F

CITY OF RANCHO CORDOVA
SUNRIDGE ANATOLIA COMMUNITY FACILITIES DISTRICT NO. 2003-1

SPECIAL TAX BONDS
SERIES 2022

CERTIFICATE OF SPECIAL TAX CONSULTANT
The undersigned hereby states and certifies:

1. That he is an authorized officer of Goodwin Consulting Group, Inc. (the “Special Tax Consultant”) and as such is familiar with the facts herein certified and is authorized and qualified to certify the same.

2. That the Special Tax Consultant has prepared the Rate and Method of Apportionment of Special Tax (the “Rate and Method”) as set forth in Appendix A to the Official Statement dated [OS Date], for the City of Rancho Cordova Sunridge Anatolia Community Facilities District No. 2003-1 (the “Community Facilities District”) Special Tax Bonds, Series 2022 (the “Bonds”).

Capitalized terms not otherwise defined herein shall be defined as provided in the Rate and Method or the Fiscal Agent Agreement, dated as of November 1, 2003, as supplemented and amended by a Supplemental Agreement No. 5 to Fiscal Agent Agreement, dated as of ___ 1, 2022 (together, and as previously supplemented, the “Fiscal Agent Agreement”) by and between the City and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as fiscal agent (the “Fiscal Agent”).

3. That the Special Taxes, if levied in accordance with the Rate and Method 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 Fiscal Agent for the Bonds (no representation is made as to the actual amounts that will be collected in future years).

4. That the Annual Special Tax, if collected in the maximum amounts permitted pursuant to the Rate and Method on the Closing Date (net of estimated Administrative Expenses equal to a maximum of $____ for Fiscal Year [2021-22] [2022-23]), would generate at least 110% of the Annual Debt Service payable with respect to the Bonds and 2016 Bonds payable from such Special Taxes, assuming the debt service schedule shown in the Official Statement is true and correct.

5. That all information supplied by the Special Tax Consultant for use in the Official Statement is true and correct, as of the date of the Official Statement and as of the date hereof.

6. That, as of the dates of the Preliminary Official Statement and the Official Statement and as of the date hereof, the information contained in those portions of the Official Statement entitled “SECURITY FOR THE 2022 BONDS – Special Taxes,” “THE DISTRICT,” “CONTINUING DISCLOSURE,” “APPENDIX B,” including the tables sourced to the Special Tax Consultant, and the other data provided by the Special Tax Consultant and included in the Official Statement, do not, to our knowledge, contain any untrue statement of a material fact or omit to state a

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material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading.

7. The Community Facilities District, the City, the Underwriter, Piper Sandler & Co., and all the professionals involved in the financing are entitled to rely on this Certificate.

Dated: [Closing Date] GOODWIN CONSULTING GROUP
By:

Title:

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APPENDIX G

CITY OF RANCHO CORDOVA
SUNRIDGE ANATOLIA COMMUNITY FACILITIES DISTRICT NO. 2003-1

SPECIAL TAX BONDS
SERIES 2022
$______

CITY OF RANCHO CORDOVA
SUNRIDGE ANATOLIA COMMUNITY FACILITIES DISTRICT NO. 2003-1

SPECIAL TAX BONDS
SERIES 2022

FORM OF ISSUE PRICE CERTIFICATE
The undersigned, on behalf of Piper Sandler & Co. (“Piper”) hereby certifies as set forth below with respect to the sale and issuance of the above-captioned obligations (the “Bonds”).

1. Sale of the Bonds.
(a) Piper offered each Maturity of the Bonds 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], between the Issuer and Piper, Piper agreed in writing that, (i) for each Maturity of the Bonds, it would neither offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the “hold-the-offering-price rule”), and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any retail distribution agreement shall contain the agreement of each broker-dealer who is a party to the retail distribution agreement, to comply with the hold-theoffering-price rule. Pursuant to such agreement, no Underwriter (as defined below) has offered or sold any Maturity of the Bonds at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period.

2. Defined Terms.
(a) Holding Period means, for each Maturity of the Bonds, 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 has sold at least 10% of such Maturity of the Bonds to the Public at prices that are no higher than the Initial Offering Price for such Maturity. (b) Issuer means the City of Rancho Cordova.
(c) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate Maturities.

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

The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents Piper’s interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder.

The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Certificate as to Arbitrage and with respect to compliance with the federal income tax rules affecting the Bonds, and by Jones Hall, A Professional Law Corporation 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.

Dated: [Closing Date] PIPER SANDLER & CO.

By:

Managing Director

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SCHEDULE A

SALE PRICES
(Attached)

ITEM 12.2. ATTACHMENT 3

SCHEDULE B

PRICING WIRE OR EQUIVALENT COMMUNICATION
(Attached)

Jones Hall Draft 4.28.22
PRELIMINARY OFFICIAL STATEMENT DATED _______, 2022
NEW ISSUE-FULL BOOK ENTRY RATING: S&P: “A”
In the opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel, subject, however to certain qualifications described herein, under existing law, the interest on the 2022 Bonds is excluded from gross income for federal income tax purposes and such interest is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, although for the purpose of computing the alternative minimum tax imposed on certain corporations, such interest is taken into account in determining certain income and earnings. In the further opinion of Bond Counsel, such interest is exempt from California personal income taxes. See "LEGAL MATTERS – Tax Exemption." $_____________*

CITY OF RANCHO CORDOVA
SUNRIDGE ANATOLIA COMMUNITY FACILITIES DISTRICT NO. 2003-1

SPECIAL TAX BONDS
SERIES 2022
Dated: Date of Delivery Due: September 1, as shown on inside cover Authority for Issuance. The City of Rancho Cordova, California (the “City”) is issuing the above-captioned bonds (the “2022 Bonds”) for and on behalf of its Rancho Cordova Sunridge Anatolia Community Facilities District No. 2003-1 (the “District”) under the Mello-Roos Community Facilities Act of 1982 (the “Act”), the Resolution of Issuance (as defined herein) and a Supplemental Agreement No. 5 to the Fiscal Agent Agreement, dated as of _______, 2022, which supplements a Fiscal Agent Agreement dated as of November 1, 2003, as previously supplemented (collectively, the “Fiscal Agent Agreement”), by and between the City and U.S. Bank Trust Company, National Association, as fiscal agent (the “Fiscal Agent”). See “THE 2022 BONDS – Authority for Issuance.” Use of Proceeds. The 2022 Bonds are being issued to defease outstanding special tax bonds issued for the District in 2012 and to current refund junior lien special tax bonds issued for the District in 2014 (together, the “Prior Bonds”). Proceeds will also be used to [[increase the amount in a parity debt service reserve fund]] and pay the costs of issuing the 2022 Bonds. See “FINANCING PLAN.” Bond Terms. Interest on the 2022 Bonds is payable on September 1, 2022, and semiannually thereafter on each March 1 and September 1. The 2022 Bonds will be issued in the denomination of $5,000 or integral multiples of $5,000 in excess thereof. The 2022 Bonds, when delivered, will be initially registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), New York, New York. DTC will act as securities depository for the 2022 Bonds. See “THE 2022 BONDS – General Bond Terms” and “APPENDIX D – DTC and the Book-Entry Only System.”
Security and Sources of Payment. The 2022 Bonds are payable from proceeds of Special Tax Revenues (as defined herein) levied on taxable property within the District according to the amended rate and method of apportionment of special tax applicable to land in the District. The 2022 Bonds are secured by a first pledge of the Special Tax Revenues and the moneys on deposit in certain funds held by the Fiscal Agent under the Fiscal Agent Agreement, on parity with bonds previously issued for the District captioned “$34,725,000 City of Rancho Cordova Sunridge Anatolia Community Facilities District No. 2003-1 Special Tax Bonds Series 2016 (the “2016 Bonds”).

See “SECURITY FOR THE 2022 BONDS.”
The District. Land in the District mostly developed, primarily with single-family homes owned by individual homeowners; of the 2,984 parcels levied a Special Tax for Fiscal Year 2021-22, 2,956 were single-family home parcels.

Redemption. The 2022 Bonds are subject to optional redemption, mandatory sinking fund redemption, and special mandatory redemption from prepaid Special Taxes. See “THE 2022 BONDS – Redemption.”

NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE CITY, THE COUNTY OF SACRAMENTO, THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE 2022 BONDS. THE 2022 BONDS DO NOT CONSTITUTE A DEBT OF THE CITY WITHIN THE MEANING OF ANY STATUTORY OR CONSTITUTIONAL DEBT LIMITATION. THE INFORMATION SET FORTH IN THIS OFFICIAL STATEMENT, INCLUDING INFORMATION UNDER THE HEADING “SPECIAL RISK FACTORS,” SHOULD BE READ IN ITS ENTIRETY.

This cover page contains certain information for general reference only. It is not a summary of all of the provisions of the 2022 Bonds. Prospective investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision. See “SPECIAL RISK FACTORS” herein for a discussion of the special risk factors that should be considered, in addition to the other matters and risk factors set forth herein, in evaluating the investment quality of the 2022 Bonds.

MATURITY SCHEDULE
(see inside cover)
The 2022 Bonds are offered when, as and if issued by the City and accepted by the Underwriter, subject to approval as to their legality by Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel, and subject to certain other conditions.

Jones Hall, A Professional Law Corporation, has also served as disclosure counsel to the City. Certain matters will be passed upon for the City by Meyers Nave, A Professional Law Corporation, Sacramento, California, as City Attorney. Certain legal matters will be passed upon for the Underwriter by its counsel, Kutak Rock, Irvine, California. It is anticipated that the 2022 Bonds, in book-entry form, will be available for delivery through the facilities of DTC on or about _______, 2022. [Piper Sandler & Co.]
The date of this Official Statement is: _________, 2022. * Preliminary; subject to change.

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

ITEM 12.2. ATTACHMENT 4

MATURITY SCHEDULE
$__________ Serial Bonds
(Base CUSIP†: _______)
Maturity Principal Interest CUSIP†
(September 1) Amount Rate Yield Price ( )
$________ _____% Term Bond due September 1, ____, Yield: _____%, Price: _____%; CUSIP† _____ $________ _____% Term Bond due September 1, ____, Yield: _____%, Price: _____%; CUSIP† _____ † CUSIP Global Services (CGS) is managed on behalf of American Bankers Association by FactSet Research Systems Inc.

CopyrightÓ 2022 CUSIP Global Services. This data is not intended to create a database and does not serve in any way as a substitute for the CGS database. CUSIPÒ numbers are provided for convenience of reference only. None of the City, the Fiscal Agent or the Underwriter take any responsibility for the accuracy of the CUSIP data.

ITEM 12.2. ATTACHMENT 4

CITY OF RANCHO CORDOVA
City Council
Garrett Gatewood, Mayor
Donald Terry, Vice Mayor
Linda Budge, Councilmember
David M. Sander, Ph.D., Councilmember
Siri Pulipati, Councilmember
Staff
Cyrus Abhar, City Manager
Kim Juran-Karageorgiou, Administrative Services Director Stacy Leitner, City Clerk
Adam Lindgren of Meyers Nave, A Professional Law Corporation, City Attorney ____________________________

SPECIAL SERVICES
Bond Counsel
Jones Hall, A Professional Law Corporation
San Francisco, California
Municipal Advisor
NHA Advisors, LLC
San Rafael, California
Special Tax Consultant
Goodwin Consulting Group, Inc.

Sacramento, California
Fiscal Agent
U.S. Bank Trust Company, National Association
Seattle, Washington
Disclosure Counsel
Jones Hall, A Professional Law Corporation
San Francisco, California
ITEM 12.2. ATTACHMENT 4

TABLE OF CONTENTS
Page Page
INTRODUCTION ...............................................1 FINANCING PLAN.............................................5 Refunding Plan ..............................................5 Estimated Sources and Uses of Funds..........6
THE 2022 BONDS.............................................7 Authority for Issuance ....................................7 Description of the 2022 Bonds.......................7
Redemption* ..................................................8 Transfer or Exchange of 2022 Bonds ..........10
SECURITY FOR THE 2022 BONDS...............11
Special Taxes ..............................................11 Rate and Method .........................................11 Special Tax Fund .........................................15 Delinquent Payments of Special Tax;
Covenant for Superior Court Foreclosure 15
Reserve Fund ..............................................17 Additional Bonds ..........................................18 DEBT SERVICE SCHEDULES........................19
THE DISTRICT ................................................21 Formation and Background..........................21
Description and Location .............................21 Environmental Matters .................................24 Levy of Special Tax; Maximum Special Tax
Revenue Projection .................................24

SPECIAL TAX REVENUE AND VALUE OF
PROPERTY WITHIN THE DISTRICT..........27
Assessed Values .........................................27 Value to Special Tax Burden Ratios ............28
Direct and Overlapping Governmental
Obligations...............................................32

OWNERSHIP OF PROPERTY WITHIN THE
DISTRICT ....................................................34 Estimated Tax Burden on Single-Family
Homes .....................................................36 Special Tax Collection and Delinquency
Rates .......................................................37 SPECIAL RISK FACTORS..............................38
Limited Obligation of the City to Pay Debt
Service.....................................................38 Levy and Collection of the Special Tax........38
Property Tax Delinquencies.........................39
Property Values ...........................................40 Other Possible Claims Upon the Value of
Taxable Property .....................................42 FDIC/Federal Government Interests in
Properties ................................................42 Depletion of Reserve Fund ..........................44
Bankruptcy Delays.......................................44 Disclosure to Future Purchasers .................46
No Acceleration Provisions..........................46
Loss of Tax Exemption ................................47 IRS Audit of Tax-Exempt Bond Issues ........47
Voter Initiatives ............................................47 Secondary Market for Bonds .......................48
COVID-19 Pandemic ...................................48 Cyber Security .............................................48 Potential Early Redemption of Bonds from
Prepayments............................................49 LEGAL MATTERS...........................................50 Legal Opinion...............................................50 No Litigation.................................................50 TAX MATTERS................................................50 CONTINUING DISCLOSURE..........................52
RATING ...........................................................52 UNDERWRITING ............................................53 PROFESSIONAL FEES ..................................53
EXECUTION....................................................54 APPENDIX A – Sacramento County and City of Rancho Cordova Demographic Information APPENDIX B – Rate and Method of Apportionment of Special Tax for the District APPENDIX C – Summary of Certain Provisions of the Fiscal Agent Agreement APPENDIX D – DTC and the Book-Entry Only System
APPENDIX E – Form of Continuing Disclosure Agreement
APPENDIX F – Form of Opinion of Bond Counsel
ITEM 12.2. ATTACHMENT 4

GENERAL INFORMATION ABOUT THIS OFFICIAL STATEMENT
Use of Official Statement. This Official Statement is submitted in connection with the sale of the Bonds referred to herein and may not be reproduced or used, in whole or in part, for any other purpose.

This Official Statement is not to be construed as a contract with the purchasers of the Bonds. Statements contained in this Official Statement which involve estimates, forecasts or matters of opinion, whether or not expressly so described herein, are intended solely as such and are not to be construed as a representation of facts
Estimates and Forecasts. When used in this Official Statement and in any continuing disclosure by the City, in any press release and in any oral statement made with the approval of an authorized officer of the City, the words or phrases “will likely result,” “are expected to”, “will continue”, “is anticipated”, “estimate”, “project,” “forecast”, “expect”, “intend” and similar expressions may identify “forward looking statements.” Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward-looking statements. Any forecast is subject to such uncertainties. Inevitably, some assumptions used to develop the forecasts will not be realized and unanticipated events and circumstances may occur.

Therefore, there are likely to be differences between forecasts and actual results, and those differences may be material. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, give rise to any implication that there has been no change in the affairs of the City since the date hereof.

Limit of Offering. No dealer, broker, salesperson or other person has been authorized by the City or the Underwriter to give any information or to make any representations other than those contained herein and, if given or made, such other information or representation must not be relied upon as having been authorized by any of the foregoing. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the 2022 Bonds by a person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale. This Official Statement is not to be construed as a contract with the purchasers of the 2022 Bonds.

Involvement of Underwriter. The Underwriter has reviewed the information in this Official Statement in accordance with, and as a part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. The information and expressions of opinions herein are subject to change without notice and neither delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the City or the District since the date hereof. All summaries of the Fiscal Agent Agreement or other documents referred to in this Official Statement, are made subject to the provisions of such documents, respectively, and do not purport to be complete statements of any or all of such provisions.

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE 2022 BONDS OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THE UNDERWRITER MAY OFFER AND SELL THE 2022 BONDS TO CERTAIN DEALERS, INSTITUTIONAL INVESTORS AND OTHERS AT

PRICES LOWER THAN THE PUBLIC OFFERING PRICE STATED ON THE COVER PAGE HEREOF AND SAID PUBLIC OFFERING PRICE MAY BE CHANGED FROM TIME TO TIME BY THE UNDERWRITER.

THE 2022 BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS

AMENDED, IN RELIANCE UPON AN EXCEPTION FROM THE REGISTRATION REQUIREMENTS CONTAINED IN SUCH ACT. THE 2022 BONDS HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE.

The City maintains an Internet website, but the information on that website is not incorporated in this Official Statement.

ITEM 12.2. ATTACHMENT 4

1 ___________________________

OFFICIAL STATEMENT
___________________________
$_____________*

CITY OF RANCHO CORDOVA
SUNRIDGE ANATOLIA COMMUNITY FACILITIES DISTRICT NO. 2003-1

SPECIAL TAX BONDS
SERIES 2022
This Official Statement, including the cover page, inside cover and attached appendices, is provided to furnish information regarding the bonds captioned above (the “2022 Bonds”) to be issued by the City of Rancho Cordova (the “City”) on behalf of the City of Rancho Cordova Sunridge Anatolia Community Facilities District No. 2003-1 (the “District”).

Capitalized terms used but not defined in this Official Statement have the definitions given in “APPENDIX C – Summary of Certain Provisions of the Fiscal Agent Agreement.”

INTRODUCTION
This introduction is not a summary of this Official Statement. It is only a brief description of and guide to, and is qualified by, more complete and detailed information contained in the entire Official Statement, including the cover page, the inside cover and attached appendices, and the documents summarized or described in this Official Statement. A full review should be made of the entire Official Statement. The offering of the 2022 Bonds to potential investors is made only by means of the entire Official Statement.

The City. The City is located in central Sacramento County (the “County”) and is part of the greater Sacramento region. It lies on the Highway 50 corridor between the City of Sacramento and the City of Folsom, situated next to Mather Field (a former U.S. Air Force base) and the American River.

For economic and demographic information regarding the area in and around the City, see APPENDIX A.

The District. Land in the District mostly developed, primarily with single-family homes owned by individual homeowners; of the 2,984 parcels levied a Special Tax for Fiscal Year 2021-22, 2,956 were single-family home parcels. The total assessed value of taxable parcels in the District project to be levied a Special Tax for Fiscal Year 2021-22 was $1,309,371,123, an increase of _____% over Fiscal Year 2020-21 total assessed value.
* Preliminary, subject to change.

ITEM 12.2. ATTACHMENT 4

2 The District was formed and established by the City Council of the City (the “City Council”), as legislative body of the District, under the Mello-Roos Community Facilities Act of 1982, as amended (the “Act”), pursuant to a resolution adopted by the City Council on August 4, 2003 (the “Resolution of Formation”), following a public hearing and landowner election at which the qualified electors of the District authorized the City to incur bonded indebtedness for the District and approved the levy of special taxes. The District was formed to finance infrastructure improvements necessary for development of the land in the District. See “THE DISTRICT – Formation and Background.” Authority for Issuance of the 2022 Bonds. The 2022 Bonds are issued under the Act, a resolution adopted by the City Council of the City, as legislative body of the District, on _______, 2022 (the “Resolution of Issuance”) and a Supplemental Agreement No. 5 to Fiscal Agent Agreement, dated as of _______, 2022, which supplements a Fiscal Agent Agreement dated as of November 1, 2003, as previously amended (collectively, the “Fiscal Agent Agreement”), by and between the City and U.S. Bank Trust Company, National Association, as fiscal agent (the “Fiscal Agent”). See “THE 2022 BONDS – Authority for Issuance.”
Existing and Future Additional Bonds. The 2022 Bonds are secured on parity with the City’s outstanding bonds captioned “$34,725,000 original principal amount of City of Rancho Cordova Sunridge Anatolia Community Facilities District No. 2003-1 Special Tax Bonds, Series 2016” (the “2016 Bonds”), which were issued on August 2, 2016, and have an aggregate principal balance of $_____________. See “THE DISTRICT – Formation and Background.” The City may issue additional bonds secured by Special Tax Revenues (as defined below) on parity with the 2022 Bonds and the 2016 Bonds, but only for the purpose of refunding all or a portion of the 2016 Bonds and/or 2022 Bonds. The City may issue bonds secured by Special Taxes on a subordinate basis to the 2016 Bonds and 2022 Bonds. See “SECURITY FOR THE 2022 BONDS – Additional Bonds.”
Purpose of the 2022 Bonds. Proceeds of the 2022 Bonds will be used to refund the District’s:
(i) City of Rancho Cordova Sunridge Anatolia Community Facilities District No. 2003-1 Special Tax Refunding Bonds Series 2012 (the “2012 Bonds”) issued in the amount of $24,370,000 on December 19, 2012 pursuant to a Supplemental Agreement No. 3, which refunded bonds issued in 2003; and the (ii) City of Rancho Cordova Sunridge Anatolia Community Facilities District No. 2003-1 2014 Junior Lien Special Tax Bonds (the “2014 Junior Lien Bonds”) issued in the amount of $11,230,000 on January 23, 2014, which financed additional capital improvements. See “FINANCING PLAN.” Redemption of Bonds Before Maturity. The 2022 Bonds are subject to optional redemption, mandatory sinking fund redemption, and special mandatory redemption from prepaid Special Taxes.

See “THE 2022 Bonds – Redemption.”
Security and Sources of Payment for the 2022 Bonds. The City Council annually levies special taxes on the property in the District (the “Special Taxes”) in accordance with the Rate and Method of Apportionment for City of Rancho Cordova Sunridge Anatolia Community Facilities District No. 2003-1 originally adopted in 2003, as subsequently amended in 2007 (the “Rate and Method”), which is attached as APPENDIX B to this Official Statement. The 2022 Bonds are secured by and payable from a first pledge of the net proceeds of the Special Taxes which includes interest and penalties and proceeds of foreclosure sales and is net of County administration charges (as more particularly defined in the Fiscal Agent Agreement, the “Special Tax Revenues”), on parity with the 2016 Bonds and any additional parity bonds that may be issued in the future, subject to the conditions contained in the Fiscal Agent Agreement. The 2022 Bonds will also be secured by certain funds and ITEM 12.2. ATTACHMENT 4

3 accounts established and held under the Fiscal Agent Agreement. See “SECURITY FOR THE 2022 BONDS.”
The 2022 Bonds are secured on a parity basis to the outstanding City of Rancho Cordova Sunridge Anatolia Community Facilities District No. 2003-1 Special Tax Bonds Series 2016 (the “2016 Bonds”) issued in the original principal amount of $34,725,000 and outstanding in the amount of $___________, which refunded bonds issued in 2005 and 2007.

Value to Lien Ratios. The 2021-22 assessed value for all taxable property in the District, which consists of the parcels currently classified as Developed Property and subject to the Special Tax levy, is $1,309,371,123. (This assessed valuation does not include Assessor’s Parcel Number 067- 0090-039-0000, which is currently used as an interim detention basin and may or may not be developed in future years, which has a total assessed value of $10.00, and is not projected to be levied a Special Tax in 2021-22, or the assessed values of the 6 parcels in the District that have prepaid their Special Taxes.) Based on an estimated amount of direct indebtedness for the District of $59,810,000* (equaling the outstanding amount of the 2016 Bonds, the $_______* of the 2022 Bonds, [[[plus $_______ of Elk Grove CFD No. 1 overlapping special tax bonds and $_______ of Los Rios Community College District overlapping general obligation bonds) (but not including any other overlapping debt or PACE liens)]]], the assessed value to lien ratio for the parcels currently classified as Developed Property and subject to the Special Tax levy in the District is approximately 21.89:1*. See “SPECIAL TAX REVENUE AND VALUE OF PROPERTY WITHIN THE DISTRICT – Value to Special Tax Burden Ratios.”
[[will it decrease?]] Debt Service Reserve Fund. A debt service reserve fund (the “Reserve Fund”) has been established pursuant to the Fiscal Agent Agreement and is held by the Fiscal Agent.

In order to further secure the payment of principal of and interest on the 2022 Bonds and the 2016 Bonds), certain proceeds of the 2022 Bonds will be deposited into the Reserve Fund so that it contains an amount equal to the Reserve Requirement (as defined in this Official Statement) for the 2022 Bonds and 2016 Bonds. See “FINANCING PLAN – Estimated Sources and Uses of Funds” and “SECURITY FOR THE 2022 BONDS – Reserve Fund.”
Covenant to Foreclose. The City has covenanted in the Fiscal Agent Agreement to cause foreclosure proceedings to be commenced and prosecuted against certain parcels with delinquent installments of the Special Taxes. For a more detailed description of the foreclosure covenant see “SECURITY FOR THE 2022 BONDS – Delinquent Payments of Special Tax; Covenant for Superior Court Foreclosure.”
* Preliminary, subject to change.

ITEM 12.2. ATTACHMENT 4

4 Property Ownership and Development Status. Property in the District subject to the Special Tax consists of approximately 654 acres located in the southwestern part of the City. Development in the District is mostly completed and currently includes 2,956 single family residences, a 238 unit multifamily residential component, a commercial component and a homeowner association recreation center. Of the 2,984 parcels levied a Special Tax for Fiscal Year 2021-22, all but 2 had improvement value on the County’s Fiscal Year 2021-22 property tax roll (consisting of 2,956 single-family homes and 9 commercial parcels, 1 parcel had been issued a building permit but did not have improvement value on the 2021-22 property tax roll, 16 were final mapped parcels (one single family parcel and 15 commercial parcels), and 1 parcel is tentatively mapped and planned for multi-family use. The homeowner association recreation center parcel has no assessed value due to its use as a common area.

Risk Factors Associated with Purchasing the 2022 Bonds. Investment in the 2022 Bonds involves risks that may not be appropriate for some investors. See “SPECIAL RISK FACTORS” for a discussion of certain risk factors which should be considered, in addition to the other matters set forth in this Official Statement, in considering the investment quality of the 2022 Bonds.

ITEM 12.2. ATTACHMENT 4

5 FINANCING PLAN
Refunding Plan
The 2022 Bonds are being issued to defease the City of Rancho Cordova Sunridge Anatolia Community Facilities District No. 2003-1 Special Tax Refunding Bonds Series 2012 (the “2012 Bonds”), originally issued in the aggregate principal amount of $24,370,000 and to current refund the City of Rancho Cordova Sunridge Anatolia Community Facilities District No. 2003-1 2014 Junior Lien Special Tax Bonds (the “2014 Junior Lien Bonds”), originally issued in the aggregate principal amount of $11,230,000 (together, the “Prior Bonds”). Proceeds of the 2022 Bonds will also be used to increase the amount in a parity debt service reserve fund for the 2022 Bonds and the 2016 Bonds and to pay the costs of issuing the 2022 Bonds.

The City issued the Prior Bonds for the purpose of financing a portion of the costs of acquiring and constructing certain authorized public infrastructure improvements (the “Facilities”). See “THE DISTRICT – Formation and Background.” The Prior Bonds consist of the following:
• the 2012 Bonds, which are currently outstanding in the aggregate principal amount of $___________, and will be redeemed in full, on a current basis, on September 1, 2022 (the “Redemption Date”), at a redemption price equal to 100% of the principal amount thereof, together with interest coming due and payable on the Redemption Date; and • the 2014 Bonds, which are currently outstanding in the aggregate principal amount of $___________, and which will be redeemed in full, on a current basis, on _________ 2022, at a redemption price equal to the outstanding principal amount thereof, together with interest thereon, without premium.

Escrow for 2012 Bonds. In order to accomplish the refinancing plan for the 2012 Bonds, a portion of the net proceeds of the 2022 Bonds, together with certain other funds on hand with respect to the 2012 Bonds, will be transferred to U.S. Bank Trust Company, National Association, as escrow agent for the 2012 Bonds (the “Escrow Agent”), for deposit in an escrow fund (the “Escrow Fund”) to be established under an Escrow Agreement dated as of _________ 1, 2022, by and between the City and the Escrow Agent. The Escrow Agent will hold amounts in the Escrow Fund which will be sufficient to fully redeem the 2012 Bonds and use such amounts to pay and redeem the 2012 Bonds in full on September 1, 2022. Amounts on deposit in the Escrow Fund are not available to pay debt service on the 2022 Bonds.
[note to draft: verification only required if net funded escrow] Refunding of 2014 Junior Lien Bonds. In order to accomplish the refinancing plan for the 2014 Junior Lien Bonds, a portion of the net proceeds of the 2022 Bonds, together with certain other funds on hand with respect to the 2014 Junior Lien Bonds, will be transferred to U.S. Bank Trust Company, National Association, as fiscal agent for the 2014 Junior Lien Bonds, in an amount sufficient to fully redeem the 2014 Junior Lien Bonds. Pursuant to irrevocable refunding instructions, the City directs the fiscal agent to pay and redeem the 2014 Junior Lien Bonds on a date within 30 days of issuance of the 2022 Bonds.

ITEM 12.2. ATTACHMENT 4

6 Estimated Sources and Uses of Funds
The estimated proceeds from the sale of the 2022 Bonds and funds related to the Prior Bonds are expected to be used as follows:

Sources
Principal Amount of 2022 Bonds $
Plus: Original Issue Premium
Plus: Funds Related to Prior Bonds
Total Sources
$
Uses
Deposit into Escrow Fund and 2014 Bond Fund(1) $
[Deposit into Reserve Fund(2)]
Deposit into Costs of Issuance Account(3)
Deposit into Improvement Fund
Underwriter’s Discount
Total Uses $
(1) Will be used to defease and refund the Prior Bonds. See “–Refunding Plan” above. (2) Increase to the parity Reserve Fund to equal the Reserve Requirement as of the date of delivery of the 2022 Bonds. (3) Includes, among other things, the fees and expenses of Bond Counsel and Disclosure Counsel, the Fiscal Agent, the Municipal Advisor, the Special Tax Consultant, as well as the cost of printing the preliminary and final Official Statements.

ITEM 12.2. ATTACHMENT 4

7 THE 2022 BONDS
This section generally describes the terms of the 2022 Bonds contained in the Fiscal Agent Agreement, which is summarized in more detail in APPENDIX C.

Authority for Issuance
The 2022 Bonds are issued pursuant to the Fiscal Agent Agreement, the Resolution of Issuance, and the Act.

The District was established and authorized to incur bonded indebtedness in an aggregate principal amount not to exceed $75,000,000 at a special election in the District held on August 4, 2003 pursuant to the Act. Under the provisions of the Act, since there were fewer than 12 registered voters residing within the District at any point during the 90-day period preceding the adoption of the City’s resolution to form the District on August 4, 2003, the qualified electors were the various developer landowners who were entitled to cast one vote for each acre or portion of an acre of land owned within the District. The landowners voted to incur the indebtedness and approve the annual levy of Special Taxes, to be collected within the District, for the purpose of paying for the Facilities, including repaying any indebtedness of the District, replenishing the Reserve Fund and paying the administrative expenses of the District. See “THE DISTRICT.”
Description of the 2022 Bonds
The 2022 Bonds are being issued as fully registered bonds, registered in the name of Cede & Co. as nominee of The Depository Trust Company, New York, New York (“DTC”), and will be available to ultimate purchasers in the denomination of $5,000 or any integral multiple thereof, under the bookentry system maintained by DTC. Ultimate purchasers of 2022 Bonds will not receive physical certificates representing their interest in the 2022 Bonds. So long as the 2022 Bonds are registered in the name of Cede & Co., as nominee of DTC, references herein to the Owners will mean Cede & Co., and will not mean the ultimate purchasers of the 2022 Bonds.

Payments of the principal, premium, if any, and interest on the 2022 Bonds will be made directly to DTC, or its nominee, Cede & Co., so long as DTC or Cede & Co. is the registered owner of the 2022 Bonds. Disbursements of such payments to DTC’s participants is the responsibility of DTC, and disbursements of such payments to the Beneficial Owners is the responsibility of DTC’s participants and indirect participants, as more fully described in APPENDIX D to this Official Statement.

The 2022 Bonds will be dated as of, and bear interest from, the date of their delivery at the rates contained, and mature in the amounts and years shown on the inside cover page of this Official Statement.

The principal of, and any redemption premium due with respect to, the 2022 Bonds will be payable in lawful money of the United States of America at the principal corporate trust office of the Fiscal Agent in Seattle, Washington, or such other place as designated by the Fiscal Agent, upon presentation and surrender of the 2022 Bonds. Interest on the 2022 Bonds, computed on the basis of a 360-day year consisting of twelve 30-day months, will be paid in lawful money of the United States of America semiannually on March 1 and September 1 of each year (each an “Interest Payment Date”), commencing ______________.

Interest on the 2022 Bonds (including the final interest payment upon maturity or earlier redemption) is payable by check of the Fiscal Agent mailed on each Interest Payment Date by first ITEM 12.2. ATTACHMENT 4

8 class mail to the registered Owner thereof at such registered Owner’s address as it appears on the registration books maintained by the Fiscal Agent at the close of business on the 15th day of the calendar month preceding the Interest Payment Date (the “Record Date”), or by wire transfer made on such Interest Payment Date upon written instructions received by the Fiscal Agent on or before the Record Date preceding the Interest Payment Date, of any Owner of $1,000,000 or more in aggregate principal amount of 2022 Bonds; provided, that so long as any 2022 Bonds are in book-entry form, payments with respect to such 2022 Bonds will be made by wire transfer, or such other method acceptable by the Fiscal Agent, to DTC. See “APPENDIX D – DTC and the Book-Entry Only System.” Each 2022 Bond will bear interest from the Interest Payment Date next preceding the date of authentication thereof unless (i) it is authenticated on an Interest Payment Date, in which event it will bear interest from such date of authentication, or (ii) it is authenticated prior to an Interest Payment Date and after the close of business on the Record Date preceding such Interest Payment Date, in which event it will bear interest from such Interest Payment Date, or (iii) it is authenticated prior to the Record Date preceding the first Interest Payment Date, in which event it will bear interest from the dated date; provided, however, that if at the time of authentication of a 2022 Bond, interest is in default thereon, such 2022 Bond will bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon.

So long as the 2022 Bonds are registered in the name of Cede & Co., as nominee of DTC, payments of the principal, premium, if any, and interest on the 2022 Bonds will be made directly to DTC, or its nominee, Cede & Co. Disbursements of such payments to DTC’s participants is the responsibility of DTC and disbursements of such payments to the Beneficial Owners is the responsibility of DTC’s participants and indirect participants, as more fully described herein. See “APPENDIX D – DTC and the Book-Entry Only System.”
Redemption*
Optional Redemption. The 2022 Bonds will be subject to optional redemption from any source of available funds, other than from prepayments of Special Taxes, prior to maturity, in whole, or in part among series and maturities as will be specified by the City and by lot within a maturity, on any date on or after September 1, 20__, at an amount equal to the principal amount of the 2022 Bonds to be redeemed, plus accrued interest thereon to the date of redemption, without premium.

Special Mandatory Redemption From Prepaid Special Taxes. The 2022 Bonds are subject to mandatory redemption from prepayments of the Special Tax by property owners, in whole or in part among series and maturities as will be specified by the City and by lot within a maturity, on any Interest Payment Date at the following respective redemption prices (expressed as percentages of the principal amount of the 2022 Bonds to be redeemed), plus accrued interest thereon to the date of redemption:

Redemption Dates
Redemption
Price
March 1, 20__ and any Interest Payment Date through March 1, 20__ ___% September 1, 20__ and March 1, 20__ ___
September 1, 20__ and March 1, 20__ ___
September 1, 20__ and any Interest Payment Date thereafter ___ *Preliminary; subject to change
ITEM 12.2. ATTACHMENT 4

9 Mandatory Sinking Fund Redemption. The 2022 Bonds maturing September 1, 20__, September 1, 20__ and September 1, 20__ (the “Term Bonds”) are subject to mandatory sinking payment redemption in part on September 1, 20__, September 1, 20__ and September 1, 20__, respectively, and on each September 1 thereafter to maturity, by lot, at a redemption price equal to 100% of their principal amount to be redeemed, without premium, in the aggregate respective principal amounts as set forth in the following tables:
$___________ Term Bonds Maturing September 1, 20__
Mandatory
Redemption Date
(September 1)
Sinking Fund
Payment
20__ $
20__
20__ (Maturity)
$___________ Term Bonds Maturing September 1, 20__
Mandatory
Redemption Date
(September 1)
Sinking Fund
Payment
20__ $
20__
20__
20__
20__(Maturity)
The amounts in the foregoing tables will be reduced pro rata, in order to maintain substantially uniform debt service, as a result of any prior partial optional redemption or mandatory redemption of the 2022 Bonds.

In lieu of redemption, moneys in the Bond Fund may be used and withdrawn by the Fiscal Agent for purchase of outstanding 2022 Bonds, upon the filing with the Fiscal Agent of an Officer’s Certificate requesting such purchase, at public or private sale as and when, and at such prices (including brokerage and other charges) as such Officer’s Certificate may provide, but in no event may 2022 Bonds be purchased at a price in excess of their principal amount, plus interest accrued to the date of purchase.

Redemption Procedure by Fiscal Agent. The Fiscal Agent will cause notice of any redemption to be mailed by first class mail, postage prepaid, at least 20 days but not more than 60 days prior to the date fixed for redemption, to the MSRB, and to the respective registered Owners of any 2022 Bonds designated for redemption, at their addresses appearing on the 2022 Bond registration books in the Principal Office of the Fiscal Agent; but such mailing will not be a condition precedent to such redemption and failure to mail or to receive any such notice, or any defect therein, will not affect the validity of the proceedings for the redemption of such 2022 Bonds.

The notice will state the redemption date and the redemption price and, if less than all of the then outstanding 2022 Bonds are to be called for redemption, will designate the CUSIP numbers of the 2022 Bonds to be redeemed by giving the individual CUSIP number of each 2022 Bond to be redeemed or will state that all 2022 Bonds between two stated numbers, both inclusive, are to be redeemed or that all of the 2022 Bonds of one or more maturities have been called for redemption, will state as to any 2022 Bond called in part the principal amount thereof to be redeemed, and will require ITEM 12.2. ATTACHMENT 4

10 that such 2022 Bonds be then surrendered at the Principal Office of the Fiscal Agent for redemption at the said redemption price, and will state that further interest on such 2022 Bonds will not accrue from and after the redemption date. Any notice of redemption may indicate that such redemption will be conditional upon the Fiscal Agent having sufficient moneys available on the date specified to cause the redemption to occur as provided in the notice.

Upon the payment of the redemption price of 2022 Bonds being redeemed, each check or other transfer of funds issued for such purpose will, to the extent practicable, bear the CUSIP number identifying, by issue and maturity, the 2022 Bonds being redeemed with the proceeds of such check or other transfer.

Whenever provision is made in the Fiscal Agent Agreement for the redemption of less than all of the 2022 Bonds of any maturity, the Fiscal Agent will select the 2022 Bonds to be redeemed, from all 2022 Bonds or such given portion thereof of such maturity by lot in any manner which the Fiscal Agent in its sole discretion will deem appropriate. Upon surrender of 2022 Bonds redeemed in part only, the City will execute and the Fiscal Agent will authenticate and deliver to the registered Owner a new 2022 Bond, of the same series and maturity, of authorized denominations in aggregate principal amount equal to the unredeemed portion of the 2022 Bond.

Effect of Redemption. From and after the date fixed for redemption, if funds available for the payment of the principal of, and interest and any premium on, the 2022 Bonds so called for redemption will have been deposited in the Bond Fund, the 2022 Bonds so called will cease to be entitled to any benefit under the Fiscal Agent Agreement other than the right to receive payment of the redemption price, and no interest will accrue on the called 2022 Bonds on or after the redemption date specified in the notice.

Transfer or Exchange of 2022 Bonds
So long as the 2022 Bonds are registered in the name of Cede & Co., as nominee of DTC, transfers and exchanges of 2022 Bonds will be made in accordance with DTC procedures. See APPENDIX D. Any 2022 Bond may, in accordance with its terms, be transferred or exchanged by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such 2022 Bond for cancellation, accompanied by delivery of a duly written instrument of transfer in a form approved by the Fiscal Agent. Whenever any 2022 Bond(s) will be surrendered for transfer or exchange, the City will execute and the Fiscal Agent will authenticate and deliver a new 2022 Bond(s), for a like aggregate principal amount of 2022 Bond(s) of authorized denominations and of the same maturity. The City will pay the cost for any services rendered or any expenses incurred by the Fiscal Agent in connection with any such transfer or exchange. The Fiscal Agent will collect from the Owner requesting such transfer any tax or other governmental charge required to be paid with respect to such transfer or exchange.

No transfers or exchanges of 2022 Bonds will be required to be made (i) within 15 days prior to the date established by the Fiscal Agent for selection of 2022 Bonds for redemption or (ii) with respect to a 2022 Bond after that 2022 Bond has been selected for redemption.

ITEM 12.2. ATTACHMENT 4

11 SECURITY FOR THE 2022 BONDS
The 2022 Bonds are secured, on a parity basis with the 2016 Bonds (together with the 2022 Bonds and any Additional Bonds (as defined herein), the “Bonds”), by and payable from a first pledge of the proceeds of the Special Tax Revenues. The Special Tax Revenues and all moneys deposited into the Bond Fund and the Reserve Fund and, until disbursed as provided in the Fiscal Agent Agreement, the Improvement Fund and the Special Tax Fund are pledged to the payment of the principal of, and interest and any premium on, the Bonds, as provided in the Fiscal Agent Agreement and in the Act, until all the Bonds have been paid and retired, or until moneys or Federal Securities have been set aside irrevocably for that purpose.

The 2022 Bonds are secured on parity with the 2016 Bonds. Amounts in the Costs of Issuance Fund for any series of bonds are not pledged to the repayment of the Bonds. The Facilities are not in any way pledged to pay the debt service on the Bonds. Any proceeds of condemnation, destruction or other disposition of any Facilities are not pledged to pay the debt service on the Bonds and are free and clear of any lien or obligation imposed under the Fiscal Agent Agreement.

Bonds secured by the Special Tax Revenue on parity with the 2022 Bonds and 2016 Bonds (“Additional Bonds”) may be issued in the future, but only to refund the 2022 Bonds or Parity Bonds then-outstanding.

Special Taxes
Special Taxes applicable to each taxable parcel in the District will be levied and collected according to the tax liability determined by the City through the application of the Rate and Method prepared by Goodwin Consulting Group, Inc., Sacramento, California (the “Special Tax Consultant”) and attached as APPENDIX B to this Official Statement, for all taxable properties in the District. _____ single-family residential properties have previously prepaid their Special Taxes, which are no longer security for the Bonds. Interest and principal on the Bonds is payable from the annual Special Taxes to be levied and collected on such property within the District, from amounts held in certain funds and accounts established under the Fiscal Agent Agreement and from the proceeds, if any, from the sale of such property for delinquency of such Special Taxes. The Special Taxes equally secure the Bonds.

The Special Taxes are exempt from the property tax limitation of Article XIIIA of the California Constitution, pursuant to Section 4 thereof as a “special tax” authorized by a two-thirds vote of the qualified electors. The levy of the Special Taxes was authorized by the City pursuant to the Act in a maximum amount determined according to the Rate and Method approved by the City. See “–Rate and Method” and APPENDIX B.

The Special Taxes and any interest earned on the Special Taxes will constitute a trust fund for the principal of and interest on the Bonds pursuant to the Fiscal Agent Agreement. So long as the amount levied for principal of and interest on these obligations remains unpaid, the Special Taxes and investment earnings on the Special Taxes will not be used for any other purpose, except as permitted by the Fiscal Agent Agreement, and will be held in trust for the benefit of the owners of the Bonds and applied pursuant to the Fiscal Agent Agreement.

Rate and Method
The Special Tax will be levied and collected according to the tax liability determined by the City through the application of the appropriate amount or rate as described in the Rate and Method. The Special Tax Consultant is acting as Administrator for purposes of the Rate and Method. Defined terms ITEM 12.2. ATTACHMENT 4

12 contained in this section have the meanings assigned to them in the Rate and Method. See APPENDIX B.

The Special Tax will be levied each year from parcels within the District in an amount at least sufficient to pay debt service on outstanding Bonds and administrative expenses of the District. The Special Tax is expected to be collected at the same time and in the same manner as ad valorem property taxes. The City reserves the right to collect the taxes in another manner if required to meet annual obligations of the District. The levy of the Special Taxes began with the fiscal year 2003-04 levy.

Each year, the City will determine the Special Tax Requirement of the District for the upcoming fiscal year. The “Special Tax Requirement” is defined in the Rate and Method as the amount necessary in any Fiscal Year to (i) pay principal and interest on Bonds issued for the District that are due in the calendar year that begins in such Fiscal Year, (ii) create or replenish reserve funds, (iii) cure any delinquencies in the payment of principal or interest on Bonds that have occurred in any prior Fiscal Year or (based on delinquencies in the payment of Special Taxes that have already taken place) are expected to occur in the Fiscal Year in which the tax will be collected, (iv) pay Administrative Expenses and (v) pay the costs of authorized facilities that will be paid directly from Special Tax proceeds in the Fiscal Year in which the Special Taxes will be collected.

The Special Tax Requirement may be reduced in any Fiscal Year by (i) interest earnings on or surplus balances in funds and accounts for the Bonds to the extent that such earnings or balances are available to apply against debt service pursuant to the Fiscal Agent Agreement and any supplements thereto, (ii) proceeds from the collection of penalties associated with delinquent Special Taxes and (iii) any other revenues available to pay debt service on the Bonds as determined by the City. The Special Tax Requirement is the basis for the amount of Special Tax to be levied within the District. In no event may the City levy a Special Tax in any year above the Maximum Special Tax identified for each parcel in the Rate and Method.

Parcels Subject to the Special Tax. The City will prepare a list of the parcels subject to the Special Tax using the records of the City and the County Assessor. The City has the authorization to tax all parcels within the District except tax-exempt parcels, as described in the Rate and Method.

Taxable parcels that are acquired by a public agency after the District is formed will remain subject to the Special Tax unless a “trade” resulting in no loss of Special Tax revenue can be made, as described in the Rate and Method.

Assignment of Maximum Special Tax. The Rate and Method describes in detail the precise method for assigning the Maximum Special Tax to parcels within the District, which generally provides that each year the City will use the definitions contained in the Rate and Method to classify each parcel as tax-exempt or taxable.

Five separate Zones have been established within the District for purposes of allocating the Special Tax obligation; the Zones are identified in Attachment 1 to the Rate and Method. Upon recording of “large-lot” subdivision maps, the actual boundary of each Zone may change slightly from that shown in the Rate and Method. The Rate and Method provides that such change will have no impact on the Expected Maximum Special Tax Revenues for each Zone unless the total number of Buildable Lots, Acres of Multi-Family Property or Acres of Non-Residential Property is changed. If such a change occurs, the Administrator will follow procedures set forth in the Rate and Method to recalculate the Expected Maximum Special Tax Revenues within each Zone.

ITEM 12.2. ATTACHMENT 4

13 Within each Zone, multiple Villages and Lettered Lots have been designated, which generally correspond to the land uses expected on large lots that will be created within the District upon recordation of a large-lot subdivision map. Based on these anticipated land uses, a maximum special tax obligation was assigned to each Village and Lettered Lots. The Rate and Method provides that, regardless of changes in land uses within Villages and Lettered Lots, the maximum special tax revenues that will be generated within the District will never be reduced to a point that debt service coverage requirements cannot be met.

With certain exceptions that may result from steps outlined in the Rate and Method, the District was established with five base year, fiscal year 2003-04, maximum annual special tax rates that applied to the bulk of the single-family detached lots. In addition, a base year maximum annual special tax rate was established per RD-10 acre and per commercial acre. All these rates escalate each fiscal year by 2% of the amount in effect in the prior fiscal year. The following table shows the Fiscal Year 2021-22 Maximum Special Tax rates.

Table 1
City of Rancho Cordova
Sunridge Anatolia Community Facilities District No. 2003-1 Fiscal Year 2021-22 Maximum Special Tax Rates
Designation
Proposed
Land Use
FY 2021-22 Maximum
Tax Rate Per Unit or Per
Acre(1) (2)
Anatolia I (Zone 1)
Villages 1, 2 and 7 Single-Family $1,506.80 per unit
Villages 3, 5, 6 and 8 Single-Family 1,649.62 per unit
Village 4 Single-Family 1,792.44 per unit
Village 9 Single-Family 1,078.32 per unit
Lot B Commercial 7,374.58 per acre
Anatolia II (Zone 2)
Villages 1, 2, 3 and 7 Single-Family $1,649.62 per unit Villages 4, 5 and 6 Single-Family 1,792.44 per unit
Village 8 Single-Family 1,506.80 per unit
Lot A Single-Family 15,400.97 per acre
Lot C Commercial 7,141.23 per acre
Lot G Rec. Center 9,997.72 per acre
Anatolia III (Zone 3)
Villages 1, 2, 3 and 4 Single-Family $1,792.44 per unit Villages 5 through 11 Single-Family $1,649.62 per unit
Anatolia IV (Zone 4)
Village 1 Single-Family $1,649.62 per unit
Mather East (Zone 5)
Lot A-1 Commercial $7,195.77 per acre
Lot A-2 Commercial $7,256.54 per acre
Lot A-3 Commercial $7,141.23 per acre
Lot A-4 Multi-Family $7,141.23 per acre
(1) The maximum special tax rates escalate each fiscal year by 2% of the amount in effect in the prior fiscal year. (2) Subject to change as development occurs pursuant to Section C of the RMA.

Sources: Goodwin Consulting Group, Inc.

ITEM 12.2. ATTACHMENT 4

14 Prior to issuance of the last series of Bonds for the District, if there is a reduction in the number of lots within any Village or Lettered Lot, any reduction in the maximum tax revenues will lead to an increase in the maximum special tax rates for the properties in the Village or Lettered Lot. If the revised maximum tax revenues do not equal, at least, the expected tax revenues, the final Bond issue will be downsized. After the last series of Bonds is issued, if the number of lots is reduced due to a builderinitiated remapping of the property, a public requirement (such as increased setbacks or easements) or because the number of expected lots is determined to be too great for the area when it is mapped, then the Rate and Method provides for a developer prepayment of special taxes or an increase of the maximum tax rate on affected property. See APPENDIX B.

Once the Special Tax Requirement has been determined for a particular fiscal year, the special tax will be levied according to the following order of priority:
(1) First, the special tax will be levied on all parcels of “Developed Property,” which is defined in the Rate and Method as: (i) all parcels of Taxable Property in Zones 1, 2 and 5, (ii) all parcels in Zones 3 and 4 that were included in a final map that was recorded prior to June 1 of the prior fiscal year, and (iii) all parcels for which a Redesignation Request was submitted to the City prior to June 1 of the prior fiscal year.
(2) After applying revenues from (1) above, and after applying capitalized interest, if any, that was set aside from a bond issue, a special tax will be levied on Undeveloped Property up to the maximum tax rate for such property.

Limitations on Increases in Special Tax Levy. If owners are delinquent in the payment of Special Taxes, the City may not increase Special Tax levies to make up for delinquencies for prior Fiscal Years above the Maximum Special Tax rates specified for each category of property within the District. In addition, Section 53321(d) of the Act provides that the special tax levied against any parcel for which an occupancy permit for private residential use has been issued may not be increased as a consequence of delinquency or default by the owner of any other parcel within a community facilities district by more than 10% above the amount that would have been levied in such Fiscal Year had there never been any such delinquencies or defaults. In cases of significant delinquency, these factors may result in defaults in the payment of principal of and interest on the Bonds. See “SPECIAL RISK FACTORS.”
Termination of the Special Tax. The Special Tax will be levied until all Bonds have been repaid and all authorized facilities have been funded; however, Special Taxes cannot be levied under any circumstance after fiscal year 2039-40.

Prepayment in Full of the Special Tax. The special tax obligation assigned to a particular parcel within the District can be prepaid in full, which will release the parcel making the prepayment from the special tax lien established under the Act. Section G of the Rate and Method sets forth a detailed formula by which the prepayment for a parcel can be calculated. See APPENDIX B. Proceeds of such prepayment will be used to redeem a portion of the Bonds. See “THE 2022 Bonds – Redemption.”
ITEM 12.2. ATTACHMENT 4

15 Special Tax Fund
When received, the Special Taxes are required under the Fiscal Agent Agreement to be deposited into a Special Tax Fund to be held by the City in trust for the benefit of the City and the Owners of the Bonds. Within the Special Tax Fund, the City will establish and maintain two accounts, (i) the Debt Service Account, to the credit of which the City will deposit, immediately upon receipt, all Special Tax Revenue, and (ii) the Surplus Account, to the credit of which the City will deposit surplus Special Tax Revenue as described below. Moneys in the Special Tax Fund will be disbursed as provided below and, pending any disbursement, will be subject to a lien in favor of the Owners of the Bonds.

From time to time, the City may withdraw from the Debt Service Account or the Surplus Account of the Special Tax Fund amounts needed to pay the City administrative expenses; provided that such transfers will not be in excess of the portion of the Special Tax Revenues collected by the City that represent levies for administrative expenses.

All Special Tax Revenue will be deposited in the Debt Service Account upon receipt. No later than 10 Business Days prior to each Interest Payment Date, the City will withdraw from the Debt Service Account of the Special Tax Fund and transfer to (i) the Fiscal Agent for deposit in the Reserve Fund, an amount which when added to the amount then on deposit therein is equal to the Reserve Requirement, and (ii) the Fiscal Agent for deposit in the Bond Fund an amount, taking into account any amounts then on deposit in the Bond Fund, such that the amount in the Bond Fund equals the principal, premium, if any, and interest due on the Bonds on the next Interest Payment Date.

At such time as deposits to the Debt Service Account equal the principal, premium if any, and interest becoming due on the Bonds for the current Bond Year and the amount needed to restore the Reserve Fund balance to the Reserve Requirement, the amount in the Debt Service Account in excess of such amount may, at the discretion of the City, be transferred to the Surplus Account, which will occur on or after September 15th of each year. If there has been no levy for pay-as-you-go expenditures, there will likely be no amounts transferred to the Surplus Account.

Delinquent Payments of Special Tax; Covenant for Superior Court Foreclosure Sale of Property for Nonpayment of Taxes. The Special Tax will be collected in the same manner and at the same time as ad valorem property taxes, except at the City’s option, the Special Taxes may be billed directly to property owners. In the event of a delinquency in the payment of any installment of Special Taxes, the City is authorized by the Act to order institution of an action in superior court to foreclose the lien for the Special Taxes.

Covenant to Foreclose. The City has covenanted in the Fiscal Agent Agreement with and for the benefit of the Owners of the Bonds that it will, on or before September 1 of each year, review the public records of the County relating to the collection of the Special Taxes in order to determine the amount of the Special Taxes collected in the prior Fiscal Year. If the City determines, based on any year’s review, that the amount collected in that Fiscal Year is deficient by more than 5% of the total amount of the Special Taxes levied for that Fiscal Year, the City will within 30 days of the determination institute foreclosure proceedings, as authorized by the Act, in order to enforce the lien of the delinquent installment of Special Taxes against any lot or parcel of land in the District for which the installment of Special Taxes is delinquent. It will also diligently prosecute and pursue any foreclosure proceedings to judgment and sale.

ITEM 12.2. ATTACHMENT 4

16 Alternatively, if the City determines on the basis of the review described in the previous paragraph that (a) the amount collected is deficient by less than 5% of the total amount of the Special Taxes levied in the District in the related Fiscal Year, but that property owned by any single property owner in the District is delinquent by more than $5,000 with respect to the Special Taxes due and payable by such property owner in such Fiscal Year, or (b) that property owned by any single property owner in the District is delinquent cumulatively by more than $3,000 with respect to the current and past Special Taxes due (irrespective of the total delinquencies in the District), then the City will institute, prosecute and pursue such foreclosure proceedings against each such property owner.

Under the Act, foreclosure proceedings are instituted by bringing an action in the superior court of the county in which the parcel lies and naming the owner and other interested persons as defendants. The action is prosecuted in the same manner as other civil actions. In the action, the real property subject to the special taxes may be sold at a judicial foreclosure sale for a minimum price that will be sufficient to pay or reimburse the delinquent Special Taxes.

Sufficiency of Foreclosure Sale Proceeds; Foreclosure Limitations and Delays. No assurances can be given that the real property subject to a judicial foreclosure sale will be sold or, if sold, that the proceeds of sale will be sufficient to pay any delinquent Special Tax installment. The Act does not require the City to purchase or otherwise acquire any lot or parcel of property foreclosed upon if there is no other purchaser at such sale.

Section 53356.6 of the Act requires that property sold pursuant to foreclosure under the Act be sold for not less than the amount of judgment in the foreclosure action, plus post-judgment interest and authorized costs, unless the consent of the owners of 75% of the outstanding Bonds is obtained.

However, under Section 53356.5 of the Act, the City, as judgment creditor, is entitled to purchase any property sold at foreclosure using a “credit bid,” where the City could submit a bid crediting all or part of the amount required to satisfy the judgment for the delinquent amount of the Special Taxes. If the City becomes the purchaser under a credit bid, the City must pay the amount of its credit bid into the redemption fund established for the Bonds, but this payment may be made up to 24 months after the date of the foreclosure sale.

Foreclosure by court action is subject to normal litigation delays, the nature and extent of which are largely dependent on the nature of the defense, if any, put forth by the debtor and the Superior Court calendar. In addition, the ability of the City to foreclose the lien of delinquent unpaid Special Taxes may be limited in certain instances and may require prior consent of the property owner if the property is owned by or in receivership of the Federal Deposit Insurance Corporation. See “SPECIAL RISK FACTORS - Bankruptcy Delays.”
Teeter Plan. In 1949, the California Legislature enacted an alternative method for the distribution of property taxes to local agencies. This method, known as the “Teeter Plan,” is found in Sections 4701-4717 of the California Revenue and Taxation Code. Upon adoption and implementation of this method by a county board of supervisors, local agencies for which the county collects property taxes and certain other public agencies and taxing areas located in the county receive annually the full amount of their shares of property taxes and other impositions collected on the secured roll, including delinquent property taxes which have yet to be collected. While the county bears the risk of loss on unpaid delinquent taxes, it retains the penalties associated with delinquent taxes when they are paid.

In turn, the Teeter Plan provides participating local agencies with stable cash flow and the elimination of collection risk.

Once adopted, a county’s Teeter Plan will remain in effect in perpetuity unless the board of supervisors orders its discontinuance or unless, prior to the commencement of a fiscal year, a petition ITEM 12.2. ATTACHMENT 4

17 for discontinuance is received and joined in by resolutions of the governing bodies of not less than twothirds of the participating districts in the county. An electing county may, however, decide to discontinue the Teeter Plan with respect to any levying agency in the county if the board of supervisors, by action taken not later than July 15 of a fiscal year, elects to discontinue the procedure with respect to such levying agency and the rate of secured tax delinquencies in that agency in any year exceeds 3% of the total of all taxes and assessments levied on the secured roll by that agency.

Under the Teeter Plan, a county must initially provide a participating local agency with 95% of the estimated amount of the then-accumulated tax delinquencies (excluding penalties) for that agency.

After the initial distribution, each participating local agency receives annually 100% of the secured property tax levies to which it is otherwise entitled, regardless of whether the county has actually collected the levies.

If any tax or assessment which was distributed to a Teeter Plan participant is subsequently changed by correction, cancellation or refund, a pro-rata adjustment for the amount of the change is made on the records of the treasurer and auditor of the county. Such adjustment for a decrease in the tax or assessment is treated by the county as an interest-free offset against future advances of tax levies under the Teeter Plan.

The Board of Supervisors of Sacramento County has adopted the Teeter Plan, and the County elects to apply its Teeter Plan to the collection of the Special Taxes annually. As such, the Teeter Plan has been applicable since the initial year of a Special Tax levy, but no assurance can be given that it will continue in any or all of the years that the 2022 Bonds are outstanding. To the extent that the County’s Teeter Plan continues in existence and is carried out as adopted, and to the extent the County does not discontinue the Teeter Plan with respect to the City or the District, the County’s Teeter Plan may help protect owners of the 2022 Bonds from the risk of delinquencies in the payment of Special Taxes. However, there can be no assurance that the County will not modify or eliminate its Teeter Plan, or choose to remove the District from its Teeter Plan permanently or in any year while the 2022 Bonds are outstanding.

Reserve Fund
General. Under the Fiscal Agent Agreement, the Fiscal Agent established the Reserve Fund, which will be available for payment of the 2022 Bonds and 2016 to the extent of any Special Tax payment delinquencies.

Reserve Requirement. The City is required to maintain on deposit in the Reserve Fund an amount, when combined with amounts previously deposited therein, that is equal to the parity “Reserve Requirement,” which is the lesser of:
(i) 10% of the original principal amount of the Bonds;
(ii) 100% of maximum annual debt service on the Bonds; or (iii) 125% of average annual debt service on the Bonds. [[On the date of delivery of the 2022 Bonds, the Fiscal Agent will deposit an amount of proceeds into the Reserve Fund so that the amount therein, when combined with the existing parity Reserve Fund balance, equals the Reserve Requirement. ]]
Disbursement. Except as provided below, all amounts deposited in the Reserve Fund are available to be used and withdrawn by the Fiscal Agent, on a pro-rata basis among all series of Bonds, solely for the purpose of making transfers to the Bond Fund in the event of any deficiency at any time in ITEM 12.2. ATTACHMENT 4

18 the Bond Fund of the amount then required for payment of the principal of, and interest on, the Bonds.

Whenever any transfer is made from the Reserve Fund to the Bond Fund due to a deficiency in the Bond Fund, the Fiscal Agent will notify the City in writing.

Transfer of Excess of Reserve Requirement. Whenever, on the Business Day prior to any Interest Payment Date, the amount in the Reserve Fund exceeds the then-applicable Reserve Requirement, the Fiscal Agent will transfer an amount equal to the excess from the Reserve Fund to the to the Improvement Fund if the Facilities have not been completed, or if the Facilities have been completed, to the Bond Fund to be used for the payment of the principal of and interest on the Bonds in accordance with the Fiscal Agent Agreement.

Transfer for Rebate Purposes. Investment earnings on amounts in the Reserve Fund may be withdrawn from the Reserve Fund for purposes of making payment to the Federal government to comply with rebate requirements.

Transfer When Balance Exceeds Outstanding Bonds. Whenever the balance in the Reserve Fund exceeds the amount required to redeem or pay the Outstanding Bonds (including interest accrued to the date of payment or redemption and premium, if any, due upon redemption) and make any other transfer required under the Fiscal Agent Agreement, the Fiscal Agent will transfer the amount in the Reserve Fund to the Bond Fund to be applied, on the next succeeding Interest Payment Date, to the payment and redemption of all of the Outstanding Bonds. If the amount transferred from the Reserve Fund to the Bond Fund exceeds the amount required to pay and redeem the Outstanding Bonds, the balance in the Reserve Fund will be transferred to the City, after payment of any amounts due the Fiscal Agent, to be used for any lawful purpose of the City.

Additional Bonds
The Resolution of Formation authorizes the issuance of up to $75,000,000 of bonded indebtedness for the District; the City has previously issued bonds (not including refunding bonds) in the total amount of $74,500,000. Only $500,000 of authorized but unissued debt remains for the District, however under the provisions of Supplemental Agreement No. 5 to Fiscal Agent Agreement the City is precluded from issuing Additional Bonds secured by the Special Taxes on parity with the 2022 Bonds and 2016 Bonds, except for refunding bonds issued under the Act.

As an alternative to issuing Additional Bonds, the City may issue bonds for the District secured by Special Taxes on a subordinate basis to the pledge of Special Taxes for payment of the Bonds.

ITEM 12.2. ATTACHMENT 4

19 DEBT SERVICE SCHEDULES
The annual debt service on the 2016 Bonds and the 2022 Bonds based on the interest rates and maturity schedule set forth on the cover of this Official Statement is shown below.

Table 2A
City of Rancho Cordova
Sunridge Anatolia Community Facilities District No. 2003-1 Projected Debt Service Schedule for 2016 Bonds and 2022 Bonds Period
Ending
(Sept. 1)
2016 Bonds
Debt Service
2022 Bonds
Principal*
2022 Bonds
Interest*
2022 Bonds
Total*
2016 Bonds &
2022 Bonds
Total*
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
*Preliminary; subject to change.

Source: The Fiscal Agent for the Parity Bonds; Piper Sandler & Co. for 2022 Bonds and total.

ITEM 12.2. ATTACHMENT 4

20 The following table shows, based on projections for Fiscal Year 2022-23, maximum special tax revenues for (i) properties with an improvement assessed value or that have been issued a building permit, (ii) properties with an improvement assessed value, or that have been issued a building permit, or that have received a final map, and (iii) all properties in the District; as well as the debt service and debt service coverage ratios for each of the foregoing three categories. The debt service coverage shown is based on the projected 2022 Bonds and 2016 Bonds debt service.

Table 2B
City of Rancho Cordova
Sunridge Anatolia Community Facilities District No. 2003-1 Projected Fiscal Year 2022-23 Debt Service Coverage(1)
Cumulative Projected Maximum
Special Tax Revenue (2)
Annual Debt Service for
Bond Year Ending September 1, 2023 Parity Debt Service Coverage Fiscal
Year
Properties with
Improvement
Assessed Value
or Building
Permit
Properties with
Improvement
Assessed
Value,
Building Permit,
or Final Map
All
Properties
Special
Tax
Refunding
Bonds
Series
2016
Special Tax
Refunding
Bonds
Series 2022*
Total
Parity
Debt
Service*
Coverage from
Properties with
Improvement
Assessed Value
or Building
Permit (2)*
Coverage from
Properties with
Improvement
Assessed Value,
Building Permit, or
Final Map (2)*
Coverage
from
All
Properties*
2023 $5,023,015 $5,260,505 $5,346,603 $2,326,700 $1,905,100 $4,231,800 118.70% 124.31% 126.34% *Preliminary; subject to change.
(1) Does not include Assessor's Parcel Number 067-0090-039-0000 which is currently used as an interim detention basin and may or may not be developed in future years. (2) Includes the reduction from the CFD Buffer, which allows for the loss of 8 to 10 units from the Expected Land Uses without reducing debt coverage on the Bonds.

Sources: Piper Sandler & Co.; Goodwin Consulting Group, Inc.

Section 53321(d) of the Act provides that the special tax levied against any parcel for which an occupancy permit for private residential use has been issued may not be increased as a consequence of delinquency or default by the owner of any other parcel within a community facilities district by more than 10% above the amount that would have been levied in such Fiscal Year had there never been any such delinquencies or defaults. In cases of significant delinquency, this limitation may result in defaults in the payment of principal of and interest on the Bonds. See “SPECIAL RISK FACTORS.” ITEM 12.2. ATTACHMENT 4

21 THE DISTRICT
Formation and Background
The District was established by the City Council under the Act on August 4, 2003, following a noticed public hearing. On the same date, an election was held in which the qualified electors within the District voted to authorize the City to incur bonded indebtedness for the District of up to $75,000,000 to finance the acquisition and construction of the authorized facilities, to levy the Special Taxes, and to establish an appropriations limit for the District.

The District is authorized to finance the acquisition and construction of the Facilities, which generally consist of road and related improvements, including drainage, water, sanitary sewer, joint trench utilities, concrete curbs, gutters and sidewalks, maintenance holes, street lighting, landscaping, masonry walls, traffic signals and other miscellaneous infrastructure improvements necessary for development of property within the District. All the infrastructure to be financed from proceeds of the Bonds has been completed.

The Rate and Method for the District is attached as APPENDIX B.

Description and Location
General. The District is comprised of contiguous and non-contiguous portions of land that are situated within the southeastern area of the City. Property in the District represents five land areas identified as Zones 1 through 5 in the Hearing Report dated July 2003 prepared in connection with the formation of the District.

The District includes approximately 654 gross acres subject to the Special Tax, comprised of contiguous and non-contiguous portions of land that are situated within the southeastern area of the City.

Development of the area includes acreage allocated to open space and wetland preserve and other public property (not subject to the Special Tax). See “OWNERSHIP OF PROPERTY IN THE DISTRICT.”
Property in the District is now comprised of mostly developed parcels. Undeveloped parcels consist of 16 final mapped parcels (one single family parcel and 15 commercial parcels), and 1 parcel tentatively mapped and planned for multi-family use eligible for Special Tax levies under the Rate and Method, as well as sites for parks, a community recreation center, two elementary school sites, a fire station and a ground water treatment plant (not subject to Special Taxes).

All of the property in the District (other than the Mather East property in Zone 5) was previously owned by Sun Ridge, LLC or Sunridge-Anatolia, LLC (together referred to herein as the “Master Developer”). Both entities have members related to Angelo K. Tsakopoulos, a local developer and/or his development company, AKT Development Corporation (“AKT”). Property in the District was mapped and master planned by the Master Developer and AKT, and was designated as “Anatolia I,” “Anatolia II,” “Anatolia III” and “Anatolia IV” in addition to an area referred to as “Mather East” located at the southwest quadrant of Douglas Road and Sunrise Boulevard, planned for commercial development, multifamily residential development and open space. One of these entities, Sunridge Anatolia LLC, as the Master Developer of the area, constructed or caused to be constructed backbone (“off-site”) infrastructure improvements for development, including the facilities financed with proceeds of the Prior Bonds. The Master Developer did not plan to develop property for end users. At the time of formation of the District, the Mather East portion was owned by Mather East, a California limited partnership unaffiliated with the Master Developer.

ITEM 12.2. ATTACHMENT 4

22 Location. Property in the District is located approximately 15 miles east of the Sacramento Central Business District, south of U.S. Highway 50, in the City limits. The District is generally bounded by Douglas Road to the north, Jaeger Road to the east, Kiefer Boulevard to the south and Sunrise Boulevard to the west.

The City is a mature suburban area that encompasses land uses including single-family and multifamily residential, retail, office and industrial, and has experienced continued growth since the mid 1980s. This area is currently a substantial suburban office market within the Sacramento region, as well as a major employment center, most of which is located along U.S. Highway 50, which traverses the City. See “APPENDIX A - Sacramento County and City of Rancho Cordova Demographic Information” for demographic and other information regarding the area in and around the City.

The Sunridge Specific Plan. The property in the District is within the City’s Sunridge Specific Plan (the “Specific Plan”) dated July 17, 2002. The Specific Plan encompasses 2,606 acres and is primarily south of Douglas Road, east of Sunrise Boulevard and north of Grant Line Road. The Specific Plan area provides a mix of uses organized around the neighborhood unit. It is primarily residential but is supplemented with commercial and office uses. Housing types consist mostly of single-family residential units but also include multi-family garden apartments, townhouses, and condominiums.

Four elementary schools are also designated in the Specific Plan, in addition to 99 acres of parkland.

With regard to single-family residential property in the District, the Specific Plan provided for 916 units in Anatolia I, 980 units in Anatolia II, 798 units in Anatolia III, and 139 units in Anatolia IV.

Map. A map showing the boundaries of the District follows.

ITEM 12.2. ATTACHMENT 4

23 [Insert Map]
ITEM 12.2. ATTACHMENT 4

24 Environmental Matters
Flood Hazard Map Information. The District is located in Flood Zone X, described as areas outside of the 100 and 500-year flood plains (less than 0.2% annual chance flooding in any given year - flood insurance not required). This information is according to the Federal Emergency Management Agency, Flood Area Panel Number 06067C0240J, dated July 19, 2018. The District is not subject to the Central Valley Flood Protection Plan (SB 5).

Seismic Conditions. According to the Seismic Safety Commission, the District is located within Zone 3, areas of moderate seismic activity. Zone 3 is considered to be the lowest risk zone in California. In addition, the District is not located within a Fault-Rupture Hazard Zone (formerly referred to as an Alquist-Priolo Special Study Zone), as defined by Special Publication 42 of the California Department of Conservation, Division of Mines and Geology.

Jet Fuel Plume Affecting Local Water Supplies. A local water issue was the subject of consideration during the formation process undertaken for the Sunrise Douglas Community Plan and Specific Plan. The water issue began in 1999 when the State Department of Health Services indicated it would not allow permits for the construction of housing in the Sunrise-Douglas area, based on the wells proposed for the local project area. Five wells on the former Mather Air Force Base and other nearby areas were contaminated due to past rocket testing and chemical manufacturing by Aerojet and Boeing in the area. In July 2002, the North Vineyard Well Field plan was approved in conjunction with the Specific Plan approval. The water supply plan included the construction of a well field to extract groundwater from the basin of an underlying Zone 40, at a location sufficiently down-gradient to significantly reduce or eliminate the possibility of contamination to the well field by known contaminant plumes. The Sacramento County Water Agency (“SCWA”) provides water supply to the Specific Plan Area and conditions of the Specific Plan rezoning require that the SCWA Board of Directors make certain findings regarding the availability of water prior to approval of any tentative map. The City reports that development in the District is not negatively impacted by the availability of water.

Rendering Plant. Portions of the property in the District are within proximity to the Sacramento Rendering Company, an animal-processing operation that emits odors. In late 2002, the Master Developer entered into a cost-sharing agreement whereby it agreed to contribute to the cost of mitigation of nauseous odors so that nearby development may proceed. The agreement provides that Sacramento Rendering Company will construct certain odor containment facilities to mitigate odors. The Master Developer paid a required contribution in the approximate amount of $2.6 million, and the odor mitigation measures have been completed, helping to alleviate, but not completely eliminating, the odor issues.

Levy of Special Tax; Maximum Special Tax Revenue Projection Levy of Special Tax. The Special Tax will be levied and collected through the application of the appropriate amount or rate as described in the Rate and Method each year in an amount at least sufficient to pay debt service on outstanding Bonds and administrative expenses of the District. See “SECURITY FOR THE 2022 BONDS– Rate and Method” above and APPENDIX B.

At the time of formation of the District, the City and the Master Developer contemplated that a shortfall would occur between the anticipated cost of the Facilities and the amount of proceeds of the bonds to pay for such Facilities. To cover the shortfall, the Master Developer and the City agreed that the Master Developer would be reimbursed shortfall costs from Special Taxes collected in excess of the amounts required to pay required debt service and City administration costs. To generate moneys for such shortfall reimbursement, the City has been assessing the Special Tax on Developed Property (as defined in the Rate and Method) at the maximum rate permitted under the Rate and Method, ITEM 12.2. ATTACHMENT 4

25 commencing with the levy of special taxes for fiscal year 2003-04 and has paid to the Master Developer payments towards such shortfall. This arrangement expired in November 2013.

The Rate and Method definition of Developed Property is any property that is the subject of a Final Map or has been designated as “Developed” by the property owner through written notification to the City. Developed Property for the 2021-22 tax levy consists of ___________________. [Remainder of page intentionally left blank]
ITEM 12.2. ATTACHMENT 4

26 The following table shows the maximum special tax revenue projection by parcel type.

Table 3
City of Rancho Cordova
Sunridge Anatolia Community Facilities District No. 2003-1 Maximum Special Tax Revenue Projections(1) (2)
Bond
Year
Ending
Sept. 1
Properties
With
Improvement
Assessed
Value
Properties
with a
Building
Permit but no
Improvement
Assessed
Value (3)
Final
Mapped
Property
Tentative
Mapped
Property
Less:

CFD
Buffer (4)
Total
Projected
Maximum
Special Tax
Revenue
2023 $4,991,196 $45,795 $237,490 $86,098 ($13,975) $5,346,603 2024 5,091,019 46,711 242,239 87,819 (13,975) 5,453,814 2025 5,192,840 47,645 247,084 89,576 (13,975) 5,563,170 2026 5,296,697 48,598 252,026 91,367 (13,975) 5,674,713 2027 5,402,631 49,570 257,066 93,195 (13,975) 5,788,487 2028 5,510,683 50,561 262,208 95,059 (13,975) 5,904,536 2029 5,620,897 51,572 267,452 96,960 (13,975) 6,022,906 2030 5,733,315 52,604 272,801 98,899 (13,975) 6,143,644 2031 5,847,981 53,656 278,257 100,877 (13,975) 6,266,796 2032 5,964,941 54,729 283,822 102,895 (13,975) 6,392,411 2033 6,084,240 55,824 289,498 104,952 (13,975) 6,520,539 2034 6,205,924 56,940 295,288 107,051 (13,975) 6,651,229 2035 6,330,043 58,079 301,194 109,192 (13,975) 6,784,533 2036 6,456,644 59,241 307,218 111,376 (13,975) 6,920,504 2037 6,585,777 60,425 313,362 113,604 (13,975) 7,059,193 2038 6,717,492 61,634 319,630 115,876 (13,975) 7,200,657 (1) No special tax was levied on Undeveloped Property in fiscal year 2021-22. (2) Does not include Assessor's Parcel Number 067-0090-039-0000 which is currently used as an interim detention basin and may or may not be developed in future years.
(3) Includes building permits issued by the City prior to June 1, 2021 and assumes no further development. (4) Pursuant to the RMA, the CFD Buffer shall not be considered part of the total maximum special tax revenues when sizing bond issues for the CFD. The CFD Buffer allows for the loss of 8 to 10 units from the Expected Land Uses without reducing debt service coverage on the Bonds.

Sources: Sacramento County Assessor's Office; Goodwin Consulting Group, Inc Limitations on Increases in Special Tax Levy. If owners are delinquent in the payment of Special Taxes, the City may not increase Special Tax levies to make up for delinquencies for prior Fiscal Years above the Maximum Special Tax rates specified for each category of property within the District. In addition, Section 53321(d) of the Act provides that the special tax levied against any parcel for which an occupancy permit for private residential use has been issued may not be increased as a consequence of delinquency or default by the owner of any other parcel within a community facilities district by more than 10% above the amount that would have been levied in such Fiscal Year had there never been any such delinquencies or defaults. In cases of significant delinquency, these factors may result in defaults in the payment of principal of and interest on the Bonds. See “SPECIAL RISK FACTORS.”
ITEM 12.2. ATTACHMENT 4

27 SPECIAL TAX REVENUE AND VALUE OF PROPERTY WITHIN THE DISTRICT The value of the land within the District is a critical factor in determining the investment quality of the 2022 Bonds. If a property owner defaults in the payment of the Special Tax, the City's only remedy is to foreclose on the delinquent property in an attempt to obtain funds with which to pay the delinquent Special Tax. A variety of economic, political, and natural occurrences incapable of being accurately predicted can affect land values. See "SPECIAL RISK FACTORS – Property Values." Unpaid Special Taxes do not constitute a personal indebtedness of the owners of the parcels within the District and the owners have made no commitment to pay the principal of or interest on the Bonds or to support payment of the 2022 Bonds in any manner. There is no assurance that the owners have the ability to pay the Special Taxes or that, even if they have the ability, they will choose to pay such taxes. An owner may elect to not pay the Special Taxes when due and cannot be legally compelled to do so. Neither the City nor any Bondholder will have the ability at any time to seek payment from the owners of property within the District of any Special Tax or any principal or interest due on the Bonds, or the ability to control who becomes a subsequent owner of any property within the District.

Assessed Values
In connection with valuing property in the District, the City has obtained the 2021-22 County assessed valuation of taxable property in the District. The “full cash” assessed values of all of the taxable parcels in the District has been established by the County Assessor for fiscal year 2021-22 in the amount of $1,309,371,123.

Throughout this section of the Official Statement, the "full cash" assessed value of property in the District is presented. Article XIIIA of the California Constitution (Proposition 13) defines "full cash value" to mean "the county assessor’s valuation of real property as shown on the 1975-76 bill under ‘full cash value’, or, thereafter, the appraised value of real property when purchased or newly constructed or when a change in ownership has occurred after the 1975 assessment," subject to exemptions in certain circumstances of property transfer or reconstruction. The "full cash value" is subject to annual adjustment to reflect increases, not to exceed 2% for any year, or decreases in the consumer price index or comparable local data, or to reflect reductions in property value caused by damage, destruction or other factors.

Under Article XIIIA, real property is reappraised only when a change in ownership occurs, or when new construction takes place. Generally, a change in ownership is a sale or transfer of property, while new construction is any improvement to property which is not considered normal maintenance.

Except for these two instances, property assessments cannot be increased by more than 2% annually.

Revenue and Taxation Code Section 51 requires the assessor to enroll the lower of either the property's Factored-Base-Year Value (established under Proposition 13) or its market value as of the lien date (January 1). This reduction is temporary and the assessor is required to review the market value of the property each lien date after the reduction until such time as the Factored-Base-Year Value is less than or equal to the market value. When the Factored-Base-Year Value is again enrolled, the property is no longer subject to the annual review, and will receive indexing not to exceed 2% per year.

ITEM 12.2. ATTACHMENT 4

28 Assessed Value History. The table below shows a history of assessed values of the property in the District.

Table 4
City of Rancho Cordova
Sunridge Anatolia Community Facilities District No. 2003-1 Assessed Valuation History
Fiscal Year
Land Assessed
Value
Improvement
Assessed
Value
Total
Assessed
Value (1)(2)
2008-09 $307,506,302 $520,186,781 $827,693,073
2009-10 260,930,074 406,061,316 666,991,390
2010-11 224,324,088 400,691,493 625,015,581
2011-12 215,790,904 414,484,838 630,275,742
2012-13 200,209,648 395,001,314 595,612,099
2013-14 209,333,482 443,248,291 652,581,773
2014-15 239,711,279 541,793,604 781,504,883
2015-16 246,314,594 586,073,037 832,387,631
2016-17 262,913,347 647,794,046 910,707,393
2017-18 279,307,174 704,396,391 983,719,433
2018-19 297,233,251 769,893,586 1,067,140,160
2019-20 324,217,048 810,296,719 1,134,525,455
2020-21 343,824,958 863,914,215 1,207,749,835
2021-22 365,627,808 943,743,325 1,309,371,133
(1) May include "other" assessed values not shown.
(2) Includes $10 assessed value of parcel 067-0090-039-0000 which is currently used as an interim detention basin and may or may not be developed in future years.

Sources: Sacramento County Assessor's Office; Goodwin Consulting Group, Inc.

Value to Special Tax Burden Ratios
General. The value of the land within the District is a critical factor in determining the investment quality of the 2022 Bonds. If a property owner defaults in the payment of a Special Tax, the City’s only remedy is to foreclose on the delinquent property in an attempt to obtain funds with which to pay the delinquent Special Taxes. See "SECURITY FOR THE 2022 BONDS - Delinquent Payments of Special Tax; Covenant to Commence Superior Court Foreclosure" and ”SPECIAL RISK FACTORS - Bankruptcy Delays." Reductions in District property values due to a downturn in the economy, natural disasters such as earthquakes or floods, stricter land use regulations or other events could have an adverse impact on the security for payment of the Special Taxes.

The Special Tax is levied on each parcel within the District and only the respective individual parcel is responsible for its allocated Special Tax. Accordingly, in comparing the value of the real property within the District and the amount of indebtedness secured by the Special Taxes (including the 2022 Bonds), it should be noted that only the real property upon which there is a delinquent Special Tax can be foreclosed upon, and the real property within the District cannot be foreclosed upon as a whole to pay delinquent Special Taxes of the owners of such parcels within the District unless all of the property is subject to a delinquent Special Tax. In any event, individual parcels may be foreclosed upon separately to pay delinquent Special Taxes levied against such parcels.

The 2021-22 assessed value for all taxable property in the District classified as Developed Property for purposes of the Special Tax Formula and projected to be levied a Special Tax for 2021-22 is $1,309,371,123 (excluding the $10.00 assessed value attributable to the interim detention basis which is not currently levied a Special Tax, and the assessed values of the 6 parcels in the District that ITEM 12.2. ATTACHMENT 4

29 have prepaid their Special Taxes). Based on an estimated amount of direct indebtedness for the District of $59,810,000* (equaling the outstanding amount of the 2016 Bonds, the $_______* of the 2022 Bonds, [[[plus $_______ of Elk Grove CFD No. 1 overlapping special tax bonds and $_______ of Los Rios Community College District overlapping general obligation bonds) (but not including any other overlapping debt or PACE liens)]]], the assessed value to lien ratio for the parcels currently classified as Developed Property and subject to the Special Tax levy in the District is approximately 21.89:1*. * Preliminary, subject to change.
[Remainder of page intentionally left blank]
ITEM 12.2. ATTACHMENT 4

30 Value-to-Lien Ratios. The table below shows the approximate projected value-to-burden ratios for the parcels in the District currently classified as Developed Property and subject to the Special Tax levy, based on the assessed values reported by the County Assessor for fiscal year 2021-22 and the amount of direct liens on the property as described therein. No assurance can be given that the amounts shown in this table will conform to those ultimately realized in the event of a foreclosure action following delinquency in the payment of the Special Taxes.

Table 5
City of Rancho Cordova
Sunridge Anatolia Community Facilities District No. 2003-1 Assessed Value and Value-to-Lien Ratios by Development Status(1) Status as of FY 2021-22 Tax Levy (2)
Existing /
Expected
Land Use
Number
of
Parcels
FY 2021-22
Land
Assessed
Value
FY 2021-22
Improvement
Assessed
Value
FY 2021-22
Total
Assessed
Value
FY 2021-22
Maximum
Special
Tax (3)
FY 2021-22
Special
Tax Levy
Percent of
FY 2021-
22 Special
Tax Levy
CFD Debt
Lien (4)*
Average
VTL*
Has Improvement Value on 2021-22 Property Tax Roll Single Family 2,956 $348,558,915 $907,481,616 $1,256,040,531 $4,786,018 $4,341,077 91.07% $72,482,599 17.33 Commercial 9 $8,236,043 $36,261,709 $44,497,752 $107,311 $97,335 2.04% $1,761,506 25.26 Building Permit but no Improvement Value Single Family 1 0 0 0 1,507 1,367 0.03% $17,148 0.00 Rec. Center (5) 1 0 0 0 43,390 39,356 0.83% $493,804 0.00 Final Mapped Parcels Single Family 1 233 0 233 1,650 1,496 0.03% $20,948 0.01 Commercial 15 6,232,607 0 6,232,607 231,183 209,691 4.40% $2,703,067 2.31 Tentative Mapped Parcels Multi-Family (6) 1 2,600,000 0 2,600,000 84,409 76,562 1.61% $1,015,794 2.56 Total 2,984 $365,627,798 $943,743,325 $1,309,371,123 $5,255,468 $4,766,885 100.00% $78,494,866 16.68 *Preliminary; subject to change.
(1) Does not include Assessor's Parcel Number 067-0090-039-0000 which is currently used as an interim detention basin and may or may not be developed in future years. (2) Includes building permits issued by the City prior to June 1, 2021 and assumes no further development. (3) Does not include the reduction from the CFD Buffer, which allows for the loss of 8 to 10 units from the Expected Land Uses without reducing debt coverage on the Bonds. (4) Debt lien includes the outstanding principal amount of the Series 2016 Refunding Bonds as of September 30, 2021, and the anticipated principal amount of the Series 2022 Refunding Bonds. Includes the overlapping debt lien of $6.5M in Elk Grove USD CFD No. 1 Bonds, $9.4M in Elk Grove USD GO Bonds, and $2.8M in Los Rios Community College District GO Bonds. Does not include overlapping general fund debt secured by ad valorem taxes on the property. Does not include any PACE liens secured by assessments or special taxes on the property. As of fiscal year 2021-22, there were 17 parcels in the CFD with PACE liens.
(5) The rec. center has been constructed but was not assessed by the County Assessor in FY 2021-22 due to its use as a common area. (6) This parcel (Zone 5, Lot A-4) is planned for development of 238 multi-family units.

Sources: Sacramento County Assessor's Office; City of Rancho Cordova; Piper Sandler & Co.; Goodwin Consulting Group, Inc.

ITEM 12.2. ATTACHMENT 4

31 Categories of Value-to-Lien Ratios. The table below shows the approximate projected value-to-lien ratios for the parcels in the District currently classified as Developed Property and subject to the Special Tax levy, based on the assessed values reported by the County Assessor for fiscal year 2021-22 and the direct liens on the property as described therein. No assurance can be given that the amounts shown in this table will conform to those ultimately realized in the event of a foreclosure action following delinquency in the payment of the Special Taxes.

Table 6
City of Rancho Cordova
Sunridge Anatolia Community Facilities District No. 2003-1 Value-to-Lien Ratios
Value-to-Lien
Number of
Parcels (1)
FY 2021-22
Land
Assessed
Value
FY 2021-22
Improvement
Assessed
Value
FY 2021-22
Total Assessed
Value
FY 2021-22
Maximum
Special Tax (1) (2)
FY 2021-22
Special Tax
Levy
Percent of
FY 2021-22
Special
Tax Levy
Debt
Lien (3)*
Average
VTL*
15:1 and Above 2,141 $284,941,302 $768,547,952 $1,053,489,254 $3,556,655 $3,226,004 67.68% $54,963,502 19.17 10:1 to 15:1 773 $68,106,538 $168,495,637 $236,602,175 $1,256,256 $1,139,466 23.90% $18,158,277 13.03 5:1 to 10:1 52 $4,148,649 $6,699,736 $10,848,385 $86,723 $78,661 1.65% $1,200,120 9.04 3:1 to 5:1 6 $3,398,439 $0 $3,398,439 $78,516 $71,216 1.49% $936,806 3.63 0:1 to 3:1 (MFR Units) (4) (5) 1 $2,600,000 $0 $2,600,000 $84,409 $76,562 1.61% $1,015,794 2.56 0:1 to 3:1 (5) 11 $2,432,870 $0 $2,432,870 $192,908 $174,975 3.67% $2,220,366 1.10 Total 2,984 $365,627,798 $943,743,325 $1,309,371,123 $5,255,468 $4,766,885 100.00% $78,494,866 16.68 *Preliminary; subject to change.
(1) Does not include Assessor's Parcel Number 067-0090-039-0000 which is currently used as an interim detention basin and may or may not be developed in future years. (2) Does not include the reduction from the CFD Buffer, which allows for the loss of 8 to 10 units from the Expected Land Uses without reducing debt coverage on the Bonds. (3) Debt lien includes the outstanding principal amount of the Series 2016 Refunding Bonds as of September 30, 2021 and the anticipated principal amount of the Series 2022 Refunding Bonds. [Includes the overlapping debt lien of $6.5M in Elk Grove USD CFD No. 1 Bonds, $9.4M in Elk Grove USD GO Bonds, and $2.8M in Los Rios Community College District GO Bonds. Does not include overlapping general fund debt secured by ad valorem taxes on the property. Does not include any PACE liens secured by assessments or special taxes on the property. As of fiscal year 2021-22, there were 17 parcels in the CFD with PACE liens. (4) This parcel (Zone 5, Lot A-4) is planned for development of 238 multi-family units. (5) Two of these properties have building permits issued as of June 1, 2021.

Sources: Sacramento County Assessor's Office; City of Rancho Cordova; Piper Sandler & Co.; Goodwin Consulting Group, Inc.

ITEM 12.2. ATTACHMENT 4

32 Direct and Overlapping Governmental Obligations
General. The principal of and interest on the 2022 Bonds are payable from the Special Tax authorized to be collected within the District, and payment of the Special Tax is secured by a lien on certain real property within the District. Such lien is co-equal to and independent of the lien for general taxes and any other liens imposed under the Act, regardless of when they are imposed on the property in the District. The imposition of additional special taxes, assessments and general property taxes will increase the amount of independent and co-equal liens which must be satisfied in foreclosure. The City, the County and certain other public agencies are authorized by the Act to form other community facilities districts and improvement areas and, under other provisions of State law, to form special assessment districts, either or both of which could include all or a portion of the land within the District.

There can be no assurance that the Master Developer, its affiliates or any subsequent owner will not petition for the formation of other community facilities districts and improvement areas or for a special assessment district or districts and that parity special taxes or special assessments will not be levied by the County or some other public agency to finance additional public facilities, however no other special districts are currently contemplated by the City or the Master Developer.

Private liens, such as deeds of trust securing loans, may be placed upon property in the District at any time. Under State law, the Special Taxes have priority over all existing and future private liens imposed on property subject to the lien of the Special Taxes.

Overlapping Debt Statement. Contained within the boundaries of the District are certain overlapping local agencies providing public services. Many of these local agencies have outstanding debt. Shown in the table below is a direct and overlapping debt report (the “Debt Report”), prepared by California Municipal Statistics, Inc., that shows the direct and overlapping debt affecting the District as of _______, 2022. The Debt Report is included for general information purposes only. The City has not reviewed the Debt Report for completeness or accuracy and makes no representation in connection therewith.

The Debt Report generally includes long-term obligations sold in the public credit markets by public agencies whose boundaries overlap the boundaries of the District in whole or in part. These long-term obligations are not payable from revenues of the District (except as indicated) nor are they necessarily obligations secured by land within the District. In many cases long-term obligations issued by a public agency are payable only from the general fund or other revenues of such public agency.

The amount shown reflects the amount outstanding as of the date indicated and does not reflect the amount of authorized but unissued debt. The Debt Report does not include Property Assessed Clean Energy (PACE) secured by assessments or special taxes on any property. Based on the Special Tax Consultant’s review, there ______ homes in the District with a PACE lien.

Additional overlapping tax and assessment liens may be levied in the future on property in the District.

ITEM 12.2. ATTACHMENT 4

33 Table 7
City of Rancho Cordova
Direct and Overlapping Governmental Obligations
As of May 1, 2022
2021-22 Local Secured Assessed Valuation: $1,309,371,133 DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT: % Applicable Debt 4/1/22 Los Rios Community College District General Obligation Bonds 0.565% $ 2,812,640 Elk Grove Unified School District General Obligation Bonds 3.034 9,381,499 Elk Grove Unified School District Community Facilities District No. 1 3.633 6,490,718 City of Rancho Cordova Community Facilities District No. 2003-1 100. 61,955,000 (1) TOTAL DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT $80,639,857 OVERLAPPING GENERAL FUND DEBT:

Sacramento County General Fund Obligations 0.680% $ 872,514 Sacramento County Pension Obligation Bonds 0.680 4,252,479 Sacramento County Board of Education Certificates of Participation 0.680 17923 Elk Grove Unified School District Certificates of Participation 3.034 343,710 City of Rancho Cordova Certificates of Participation 12.340 1,588,178 Sacramento Metropolitan Fire General Fund Obligations 1.677 134,636 Sacramento Metropolitan Fire Pension Obligation Bonds 1.677 509,874 Cordova Recreation and Park District General Fund Obligations 7.551 491,922 TOTAL GROSS OVERLAPPING GENERAL FUND DEBT $8,211,236
Less: Sacramento County supported obligations 93,438
TOTAL NET OVERLAPPING GENERAL FUND DEBT $8,117,798
GROSS COMBINED TOTAL DEBT $88,851,093 (2)
NET COMBINED TOTAL DEBT $88,757,655
(1) Excludes Mello-Roos Act bonds to be sold.
(2)Excludes tax and revenue anticipation notes, enterprise revenue, mortgage revenue and non-bonded capital lease obligations.

Ratios to 2021-22 Local Secured Assessed Valuation:

Direct Debt ($61,955,000) .....................................................4.73% Total Direct and Overlapping Tax and Assessment Debt .......6.16% Gross Combined Total Debt ...................................................6.79% Net Combined Total Debt .......................................................6.78% (1) Excludes issue to be sold.
(2) Excludes tax and revenue anticipation notes, enterprise revenue, mortgage revenue and non-bonded capital lease obligations.

Source: California Municipal Statistics, Inc.

ITEM 12.2. ATTACHMENT 4

34 OWNERSHIP OF PROPERTY WITHIN THE DISTRICT
Unpaid Special Taxes do not constitute a personal indebtedness of the owners of the parcels within the District. There is no assurance that the present property owners or any subsequent owners will have the ability to pay the Special Taxes or that, even if they have the ability, they will choose to pay the Special Taxes. An owner may elect to not pay the Special Taxes when due and cannot be legally compelled to do so. Neither the City nor any Bondowner will have the ability at any time to seek payment directly from the owners of property within the District of the Special Tax or the principal or interest on the Bonds, or the ability to control who becomes a subsequent owner of any property within the District. No assurance can be given that development of the property will be completed, or that it will be completed in a timely manner. The Special Taxes are not personal obligations of the developers or of any subsequent landowners; the Bonds are secured only by the Special Taxes and moneys available under the Fiscal Agent Agreement. See “SECURITY FOR THE 2022 BONDS” and “SPECIAL RISK FACTORS” herein.

Property in the District subject to the Special Tax consists of approximately 654 acres located in the southwestern part of the City. Development in the District is mostly completed and currently includes 2,956 single family residences, a 238 unit multi-family residential component, a commercial component and a homeowner association recreation center. Of the 2,984 parcels be levied a Special Tax for Fiscal Year 2021-22, all but 2 had improvement value on the County’s Fiscal Year 2021-22 property tax roll (consisting of 2,956 single-family homes and 9 commercial parcels, 1 parcel had been issued a building permit but did not have improvement value on the 2021-22 property tax roll, 16 were final mapped parcels (one single family parcel and 15 commercial parcels), and 1 parcel is tentatively mapped and planned for multi-family use. The homeowner association recreation center parcel has no assessed value due to its use as a common area.

ITEM 12.2. ATTACHMENT 4

35 Top Ten Payers of Special Taxes. The table below shows the top ten taxpayers within the District designated as of January 1, 2021 (the lien date for the 2021-22 County property tax roll, the most recent tax roll for which information is available).

Table 8
City of Rancho Cordova
Sunridge Anatolia Community Facilities District No. 2003-1 Top Ten Taxpayers(1)
Property Owner
No. of
Parcels
(1)
FY 2021-22
Land Assessed
Value
FY 2021-22
Improvement
Assessed Value
FY 2021-22
Total Assessed
Value
FY 2021-22
Maximum
Special
Tax
(1) (2)
FY 2021-22
Actual Special Tax
Levy
% of FY
2021-22
Actual
Special Tax
Levy Debt Lien(3) *
Average
VTL*
Anatolia Marketplace LLC 11 $3,031,076 $0 $3,031,076 $106,976 $97,031 2.04% $1,245,837 2.43 Sundance Sacramento RHNC (4) 1 $2,600,000 $0 $2,600,000 $84,409 $76,562 1.61% $1,015,794 2.56 Anatolia LLC 1 $1,200,000 $0 $1,200,000 $83,981 $76,174 1.60% $966,990 1.24 DS Sunridge LP 8 $4,591,530 $18,907,625 $23,499,155 $72,094 $65,392 1.37% $1,115,868 21.06 Anatolia Units 1, 2 And 4 Master
Association (5) 1 $0 $0 $0 $43,390 $39,356 0.83% $493,804 0.00 CSS Properties LLC 1 $1,600,000 $0 $1,600,000 $31,517 $28,587 0.60% $385,093 4.15 Sunridge LP(Raleys) DS 1 $2,573,284 $11,472,562 $14,045,846 $24,527 $22,247 0.47% $440,084 31.92 Koidackel LLC (Walgreen Co.) 1 $1,472,760 $5,881,522 $7,354,282 $16,996 $15,416 0.32% $283,349 25.95 Individual Owner 5 $478,393 $1,072,874 $1,551,267 $8,105 $7,352 0.15% $117,636 13.19 Sac & Sm LLC 5 $396,401 $1,195,100 $1,591,501 $8,105 $7,352 0.15% $118,013 13.49 All Other Owners 2,949 $347,684,354 $905,213,642 $1,252,897,996 $4,775,367 $4,331,416 90.86% $72,312,398 17.33 Total 2,984 $365,627,798 $943,743,325 $1,309,371,123 $5,255,468 $4,766,885 100.00% $78,494,866 16.68 (1) Does not include Assessor's Parcel Number 067-0090-039-0000 which is currently used as an interim detention basin and may or may not be developed in future years. (2) Does not include the reduction from the CFD Buffer, which allows for the loss of 8 to 10 units from the Expected Land Uses without reducing debt coverage on the Bonds. (3) Debt lien includes the outstanding principal amount of the Series 2016 Refunding Bonds as of September 30, 2021 and the anticipated principal amount of the Series 2022 Refunding Bonds. Includes the overlapping debt lien of $6.5M in Elk Grove USD CFD No. 1 Bonds, $9.4M in Elk Grove USD GO Bonds, and $2.8M in Los Rios Community College District GO Bonds. Does not include overlapping general fund debt secured by ad valorem taxes on the property. Does not include any PACE liens secured by assessments or special taxes on the property. As of fiscal year 2021-22, there were 17 parcels in the CFD with PACE liens. (4) This parcel (Zone 5, Lot A-4) is planned for development of 238 multi-family units. (5) The rec. center has been constructed, but was not assessed by the County Assessor in FY 2021-22 due to its use as a common area. * Preliminary; subject to change.

Sources: Sacramento County Assessor’s Office; Goodwin Consulting Group, Inc.

ITEM 12.2. ATTACHMENT 4

36 Estimated Tax Burden on Single-Family Homes
Single-Family Detached. The following table shows three sample tax bills for an average single-family property with improved value (based on the average assessed value of single-family property with an improved value) using projected tax rates for fiscal year 2021-22.

Table 9
City of Rancho Cordova
Sunridge Anatolia Community Facilities District No. 2003-1 Sample Tax Bill Information
Sample 1 Sample 2 Sample 3
Assumptions Amount Amount Amount
Total Assessed Value (1) $374,000 $412,000 $499,000
Homeowner's Exemption ($7,000) ($7,000) ($7,000)
Net Assessed Value $367,000 $405,000 $492,000
Ad Valorem Taxes
Ad Valorem
Percentage Amount Amount Amount
County Wide 1% 1.0000% $3,670 $4,050 $4,920
Elk Grove Unified GOB 0.0367% $135 $149 $181
Los Rios College GOB 0.0249% $91 $101 $123
Total Ad Valorem Taxes 1.0616% $3,896 $4,299 $5,223
Direct Assessments Amount Amount Amount
Sunridge Anatolia CFD No. 2003-1 $1,367 $1,496 $1,626
All Other Direct Assessments (2) $1,140 $1,071 $1,149
Total Direct Assessments $2,506 $2,568 $2,775
Total Property Tax Payment $6,402 $6,867 $7,998
Percentage of Total Assessed Value 1.71% 1.67% 1.60%
(1) Represents average assessed values for constructed single family homes with different CFD No. 2003-1 maximum tax rates. (2) Represents the fiscal year 2021-22 total direct assessment amounts, excluding the Sunridge Anatolia CFD No. 2003-1 direct assessment, for the sample parcels.

Sources: Sacramento County Tax Collector's Office; Goodwin Consulting Group, Inc.

ITEM 12.2. ATTACHMENT 4

37 Special Tax Collection and Delinquency Rates
Overall Delinquencies. The table below shows the collections and delinquencies of the Special Taxes as of the end of the past nine fiscal years, with updated delinquency amounts as of June 28, 2021.

Table 10
City of Rancho Cordova
Sunridge Anatolia Community Facilities District No. 2003-1 Historical Special Tax Collections and Delinquencies
As of the end of each Fiscal Year As of July 28, 2021
Fiscal
Year
Amount
Levied
Amount
Collected
Number of
Parcels
Delinquent
Amount
Delinquent
Percentage
Delinquent
Number of
Parcels
Delinquent
Amount
Delinquent
Percentage
Delinquent
2016-17 $4,744,263 $4,744,263 112 $109,094 2.30% 0 $0 0.00%(1) 2017-18 4,397,708 4,397,708 110 116,223 2.64 0 0 0.00(1) 2018-19 4,490,280 4,490,280 12 12,352 0.28 0 0 0.00(1)
2019-20 4,578,922 4,578,922 20 19,409 0.42 0 0 0.00(1)
2020-21 4,673,921 4,673,921 13 12,857 0.28 13 12,857 0.28 (1) The Sacramento County Tax Collector's Office reports that all prior year delinquent amounts were remitted to the City through the Teeter Plan.

Sources: Sacramento County Tax Collector's Office; Goodwin Consulting Group, Inc.

Prior or Pending Foreclosure Actions. The City annually reviews its foreclosure covenant with respect to the Bonds and has not been required to undertake any foreclosure proceedings since ___________________.

ITEM 12.2. ATTACHMENT 4

38 SPECIAL RISK FACTORS
The purchase of the 2022 Bonds involves a degree of risk that may not be appropriate for some investors. The following includes a discussion of some of the risks that should be considered before making an investment decision. This discussion does not purport to be comprehensive or definitive or a complete statement of all factors that may be considered as risks in evaluating the credit quality of the 2022 Bonds.

Limited Obligation of the City to Pay Debt Service
The City has no obligation to pay principal of and interest on the 2022 Bonds in the event Special Tax collections are delinquent, other than from amounts, if any, on deposit in the Reserve Fund or funds derived from the tax sale or foreclosure and sale of parcels on which levies of the Special Tax are delinquent, nor is the City obligated to advance funds to pay such debt service on the 2022 Bonds.

The 2022 Bonds are not general obligations of the City but are limited obligations of the City and the District payable solely from the proceeds of the Special Tax and certain funds held under the Fiscal Agent Agreement, including amounts deposited in the Reserve Fund and investment income thereon, and the proceeds, if any, from the sale of property in the event of a foreclosure. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS.” Any tax for the payment of the 2022 Bonds will be limited to the Special Tax to be collected within the jurisdiction of the District.

Levy and Collection of the Special Tax
General. The principal source of payment of principal of and interest on the 2022 Bonds is the proceeds of the annual levy and collection of the Special Tax against property within the District.

Limitation on Maximum Annual Special Tax Rate. The annual levy of the Special Tax is subject to the maximum annual Special Tax rate authorized in the Special Tax Formula. The levy cannot be made at a higher rate even if the failure to do so means that the estimated proceeds of the levy and collection of the Special Tax, together with other available funds, will not be sufficient to pay debt service on the 2022 Bonds.

In addition to the maximum annual Special Tax rate limitation in the Special Tax Formula, Section 53321(d) of the Act provides that the special tax levied against any parcel for which an occupancy permit for private residential use has been issued may not be increased as a consequence of delinquency or default by the owner of any other parcel within a community facilities district by more than 10% above the amount that would have been levied in such fiscal year had there never been any such delinquencies or defaults. In cases of significant delinquency, these factors may result in defaults in the payment of principal of and interest on the 2022 Bonds.

No Relationship Between Property Value and Special Tax Levy. Because the Special Tax Formula is not based on property value, the levy of the Special Tax will rarely, if ever, result in a uniform relationship between the value of particular parcels in the District subject to a Special Tax and the amount of the levy of the Special Tax against those parcels. Thus, there will rarely, if ever, be a uniform relationship between the value of the parcels in the District subject to a Special Tax and their proportionate share of debt service on the 2022 Bonds, and certainly not a direct relationship.

Factors that Could Lead to Special Tax Deficiencies. The following are some of the factors that might cause the levy of the Special Tax on any particular parcel of Taxable Property to vary from the Special Tax that might otherwise be expected:

ITEM 12.2. ATTACHMENT 4

39 Transfers to Governmental Entities. The number of parcels in the District subject to a Special Tax could be reduced through the acquisition of Taxable Property by a governmental entity and failure of the government to pay the Special Tax based upon a claim of exemption or, in the case of the federal government or an agency thereof, immunity from taxation, thereby resulting in an increased tax burden on the remaining taxed parcels.

Property Tax Delinquencies. Failure of the owners of Taxable Property to pay property taxes (and, consequently, the Special Tax), or delays in the collection of or inability to collect the Special Tax by tax sale or foreclosure and sale of the delinquent parcels, could result in a deficiency in the collection of Special Tax revenues. See “– Property Tax Delinquencies” below.

Delays Following Special Tax Delinquencies and Foreclosure Sales. The Fiscal Agent Agreement generally provides that the Special Tax is to be collected in the same manner as ordinary ad valorem property taxes are collected and, except as provided in the special covenant for foreclosure described in “SECURITY FOR THE 2022 BONDS – Delinquent Payments of Special Tax; Covenant for Superior Court Foreclosure” and in the Mello-Roos Act, is subject to the same penalties and the same procedure, sale and lien priority in case of delinquency as is provided for ordinary ad valorem property taxes. Under these procedures, if taxes are unpaid for a period of five years or more, the property is deeded to the State and then is subject to sale by the County.

If sales or foreclosures of property are necessary, there could be a delay in payments to owners of the 2022 Bonds pending such sales or the prosecution of foreclosure proceedings and receipt by the City of the proceeds of sale if the Reserve Fund is depleted. See “SECURITY FOR THE 2022 BONDS – Delinquent Payments of Special Tax; Covenant for Superior Court Foreclosure.” The ability of the City to collect interest and penalties specified by State law and to foreclose against properties having delinquent Special Tax installments may be limited in certain respects with regard to properties in which the Federal Deposit Insurance Corporation (the “FDIC”) has or obtains an interest. The FDIC would obtain such an interest by taking over a financial institution that has made a loan that is secured by property within the District. See “ – FDIC/Federal Government Interests in Properties” below.

Other laws generally affecting creditors’ rights or relating to judicial foreclosure may affect the ability to enforce payment of Special Taxes or the timing of enforcement of Special Taxes. For example, the Soldiers and Sailors Civil Relief Act of 1940 affords protections such as a stay in enforcement of the foreclosure covenant, a six-month period after termination of military service to redeem property sold to enforce the collection of a tax or assessment and a limitation on the interest rate on the delinquent tax or assessment to persons in military service if the court concludes the ability to pay such taxes or assessments is materially affected by reason of such service.

Overlapping Tax Districts. The land in the District is also located within the boundaries of various local agencies that could issue debt in the future payable from special taxes or other amounts levied on the parcels in the District; this would decrease the value to lien ratios of parcels in the District.

Property Tax Delinquencies
General. Delinquencies in the payment of property taxes and, consequently, the Special Taxes, can occur because the owners of delinquent parcels may not have received property tax bills from the County in a timely manner, including situations in which the County initially sent property tax bills to the property developer or merchant builder at a time when the parcels in question had already ITEM 12.2. ATTACHMENT 4

40 been sold to individual homeowners. Delinquencies can also reflect economic difficulties and duress by the property owner.

Numerous future delinquencies by the owners of Taxable Property in the District in the payment of property taxes (and, consequently, the Special Taxes, which are collected on the ordinary property tax bills) when due could result in a deficiency in Special Tax Revenues necessary to pay debt service on the 2022 Bonds, which could in turn result in the depletion of the Reserve Fund, prior to reimbursement from the resale of foreclosed property or payment of the delinquent Special Tax. In that event, there could be a delay or failure in payments of the principal of and interest on the 2022 Bonds.

See “SECURITY FOR THE 2022 BONDS – Reserve Fund,” and “SECURITY FOR THE 2022 BONDS – Delinquent Payments of Special Tax; Covenant for Superior Court Foreclosure.” The City intends to take certain actions designed to mitigate the impact of future delinquencies, including: enforcing the lien of the Special Taxes through collection procedures that will include foreclosure actions under certain circumstances (see “SECURITY FOR THE 2022 BONDS – Delinquent Payments of Special Tax; Covenant for Superior Court Foreclosure”); and increasing the levy of Special Taxes against non-delinquent property owners in the District, to the extent permitted under the Special Tax Formula and the Mello-Roos Act and to the extent the Special Taxes are not already being levied at the Maximum Annual Special Tax rate.

Any future decline in home values in the District could result in property owner unwillingness or inability to pay mortgage payments, as well as ad valorem property taxes and Special Taxes, when due. Under such circumstances, bankruptcies are likely to increase. Bankruptcy by homeowners with delinquent Special Taxes would delay the commencement and completion of foreclosure proceedings to collect delinquent Special Taxes.

It is possible that laws could be enacted in the future to assist homeowners in default in the payment of mortgages and property taxes. It is further possible that federal laws could be enacted that would adversely impact the ability of the City to foreclose on parcels with delinquent Special Taxes. No assurance can be given that any such laws will be enacted, or if enacted will be effective in assisting affected homeowners.

Property Values
The value of parcels within the District subject to the Special Tax is a critical factor in determining the investment quality of the 2022 Bonds. If a property owner defaults in the payment of the Special Tax, the District’s only remedy is to foreclose on the delinquent property in an attempt to obtain funds with which to pay the delinquent Special Tax. Property values could be adversely affected by economic and other factors beyond the City’s control, such as: a general economic downturn; adverse judgments in future litigation that could affect the scope, timing or viability of development; relocation of employers out of the area; stricter land use regulations; shortages of water, electricity, natural gas or other utilities; destruction of property caused by earthquake, flood or other natural disasters; environmental pollution or contamination.

Neither the City nor the Underwriter has evaluated development risks. Since these are largely business risks of the type that property owners customarily evaluate individually, and inasmuch as changes in land ownership may well mean changes in the evaluation with respect to any particular parcel, the District is issuing the 2022 Bonds without regard to any such evaluation. Thus, the creation of the District and the issuance of the 2022 Bonds in no way implies that the City or the Underwriter has evaluated these risks or the reasonableness of these risks.

ITEM 12.2. ATTACHMENT 4

41 The following is a discussion of specific risk factors that could affect the timing or scope of property development in the District or the value of property in the District.

Risks of Real Estate Investment Generally. Continuing development of land within the District may be adversely affected by changes in general or local economic conditions, fluctuations in the real estate market, increased construction costs, supply chain disruptions, development, financing and marketing capabilities of individual property owners, water or electricity shortages, and other similar factors. Home values in the District may also be affected by development in surrounding areas, which may compete with the District. There can be no assurance that land values within the District will not be adversely affected by future government policies, including, but not limited to, governmental policies to restrict or control development, or future growth control initiatives.

Natural Disasters. The value of the parcels in the District in the future can be adversely affected by a variety of natural occurrences, particularly those that may affect infrastructure and other public improvements and private improvements on the parcels in the District and the continued habitability and enjoyment of such private improvements. For example, the areas in and surrounding the District, like those in much of California, may be subject to earthquakes or other unpredictable seismic activity, however, the District is not located in a seismic special studies zone.

Other natural disasters could include, without limitation, landslides, floods, droughts, wildfires or tornadoes. One or more natural disasters could occur and could result in damage to improvements of varying seriousness. Although the District is not in a high-risk area (or a special fire hazard severity zone) for wildfires, landslides, floods, or tornadoes, natural disasters such as these are unpredictable and may occur anywhere throughout the State, with devastating consequences. The damage may entail significant repair or replacement costs and that repair or replacement may never occur either because of the cost, or because repair or replacement will not facilitate habitability or other use, or because other considerations preclude such repair or replacement. Under any of these circumstances there could be significant delinquencies in the payment of Special Taxes, and the value of the parcels may well depreciate.

Drought. California has been subject to droughts from time-to-time in the past. Although the City does not believe any future drought would impact development in the District, no assurances can be given in this regard.

Legal Requirements. Other events that may affect the value of a parcel include changes in the law or application of the law. Such changes may include, without limitation, local growth control initiatives, local utility connection moratoriums and local application of statewide tax and governmental spending limitation measures.

Hazardous Substances. Any discovery of a hazardous substance detected on property within the District would affect the marketability and the value of some or all of the property in the District. In that event, the owners and operators of a parcel within the District may be required by law to remedy conditions of the parcel relating to releases or threatened releases of hazardous substances. The federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, sometimes referred to as “CERCLA” or the “Superfund Act,” is the most well-known and widely applicable of these laws. California laws with regard to hazardous substances are also applicable to property within the District and are as stringent as the federal laws. Under many of these laws, the owner (or operator) is obligated to remedy a hazardous substance condition of property whether or not the owner (or operator) has anything to do with creating or handling the hazardous substance. The effect, therefore, should any of the parcels be contaminated by a hazardous substance is to reduce the marketability and ITEM 12.2. ATTACHMENT 4

42 value of the parcel by the costs of remedying the condition, because the purchaser, upon becoming owner, will become obligated to remedy the condition just as is the seller.

Further, it is possible that liabilities may arise in the future with respect to any of the parcels within the District resulting from the existence, currently, on the parcel of a substance presently classified as hazardous but which has not been released or the release of which is not presently threatened, or may arise in the future resulting from the existence, currently, on the parcel of a substance not presently classified as hazardous but which may in the future be so classified. Further, such liabilities may arise not simply from the existence of a hazardous substance but from the method of handling it. All of these possibilities could significantly affect the value of a parcel within the District that is realizable upon a foreclosure sale.

Other Possible Claims Upon the Value of Taxable Property While the Special Taxes are secured by the Taxable Property, the security only extends to the value of such Taxable Property that is not subject to priority and parity liens and similar claims.

The table in the section entitled “VALUE OF PROPERTY WITHIN THE DISTRICT –Priority of Lien” shows the presently outstanding amount of governmental obligations (with stated exclusions), the tax or assessment for which is or may become an obligation of one or more of the parcels in the District subject to a Special Tax. The table also states the additional amount of general obligation bonds the tax for which, if and when issued, may become an obligation of one or more of the parcels in the District subject to a Special Tax. The table does not specifically identify which of the governmental obligations are secured by liens on one or more of the parcels in the District subject to a Special Tax.

In addition, other governmental obligations may be authorized and undertaken or issued in the future, the tax, assessment or charge for which may become an obligation of one or more of the parcels in the District subject to a Special Tax and may be secured by a lien on a parity with the lien of the Special Tax securing the 2022 Bonds.

In general, as long as the Special Tax is collected on the County tax roll, the Special Tax and all other taxes, assessments and charges also collected on the tax roll are on a parity, that is, are of equal priority. Questions of priority become significant when collection of one or more of the taxes, assessments or charges is sought by some other procedure, such as foreclosure and sale. In the event of proceedings to foreclose for delinquency of Special Taxes securing the 2022 Bonds, the Special Tax will be subordinate only to existing prior governmental liens, if any. Otherwise, in the event of such foreclosure proceedings, the Special Taxes will generally be on a parity with the other taxes, assessments and charges, and will share the proceeds of such foreclosure proceedings on a pro rata basis. Although the Special Taxes will generally have priority over non-governmental liens on a parcel of Taxable Property, regardless of whether the non-governmental liens were in existence at the time of the levy of the Special Tax or not, this result may not apply in the case of bankruptcy. See “– Bankruptcy Delays” below.

FDIC/Federal Government Interests in Properties
General. The ability of the City to foreclose the lien of delinquent unpaid Special Tax installments may be limited with regard to properties in which the FDIC, the Drug Enforcement Agency, the Internal Revenue Service, or other federal agency has or obtains an interest.

ITEM 12.2. ATTACHMENT 4

43 Federal courts have held that, based on the supremacy clause of the United States Constitution, in the absence of Congressional intent to the contrary, a state or local agency cannot foreclose to collect delinquent taxes or assessments if foreclosure would impair the federal government interest.

The supremacy clause of the United States Constitution reads as follows: “This Constitution, and the Laws of the United States which shall be made in Pursuance thereof; and all Treaties made, or which shall be made, under the Authority of the United States, shall be the supreme Law of the Land; and the Judges in every State shall be bound thereby, any Thing in the Constitution or Laws of any State to the contrary notwithstanding.”
This means that, unless Congress has otherwise provided, if a federal governmental entity owns a parcel that is subject to Special Taxes but does not pay taxes and assessments levied on the parcel (including Special Taxes), the applicable state and local governments cannot foreclose on the parcel to collect the delinquent taxes and assessments.

Moreover, unless Congress has otherwise provided, if the federal government has a mortgage interest in the parcel and the City wishes to foreclose on the parcel as a result of delinquent Special Taxes, the property cannot be sold at a foreclosure sale unless it can be sold for an amount sufficient to pay delinquent taxes and assessments on a parity with the Special Taxes and preserve the federal government’s mortgage interest. In Rust v. Johnson (9th Circuit; 1979) 597 F.2d 174, the United States Court of Appeal, Ninth Circuit held that the Federal National Mortgage Association (“FNMA”) is a federal instrumentality for purposes of this doctrine, and not a private entity, and that, as a result, an exercise of state power over a mortgage interest held by FNMA constitutes an exercise of state power over property of the United States.

The City has not undertaken to determine whether any federal governmental entity currently has, or is likely to acquire, any interest (including a mortgage interest) in any of the parcels subject to the Special Taxes, and therefore expresses no view concerning the likelihood that the risks described above will materialize while the 2022 Bonds are outstanding.

FDIC. In the event that any financial institution making any loan which is secured by real property within the District is taken over by the FDIC, and prior thereto or thereafter the loan or loans go into default, resulting in ownership of the property by the FDIC, then the ability of the District to collect interest and penalties specified by State law and to foreclose the lien of delinquent unpaid Special Taxes may be limited.

The FDIC’s policy statement regarding the payment of state and local real property taxes (the “Policy Statement”) provides that property owned by the FDIC is subject to state and local real property taxes only if those taxes are assessed according to the property’s value, and that the FDIC is immune from real property taxes assessed on any basis other than property value. According to the Policy Statement, the FDIC will pay its property tax obligations when they become due and payable and will pay claims for delinquent property taxes as promptly as is consistent with sound business practice and the orderly administration of the institution’s affairs, unless abandonment of the FDIC’s interest in the property is appropriate. The FDIC will pay claims for interest on delinquent property taxes owed at the rate provided under state law, to the extent the interest payment obligation is secured by a valid lien. The FDIC will not pay any amounts in the nature of fines or penalties and will not pay nor recognize liens for such amounts. If any property taxes (including interest) on FDIC-owned property are secured by a valid lien (in effect before the property became owned by the FDIC), the FDIC will pay those claims. The Policy Statement further provides that no property of the FDIC is subject to levy, attachment, garnishment, foreclosure or sale without the FDIC’s consent. In addition, the FDIC will not ITEM 12.2. ATTACHMENT 4

44 permit a lien or security interest held by the FDIC to be eliminated by foreclosure without the FDIC’s consent.

The Policy Statement states that the FDIC generally will not pay non-ad valorem taxes, including special assessments, on property in which it has a fee interest unless the amount of tax is fixed at the time that the FDIC acquires its fee interest in the property, nor will it recognize the validity of any lien to the extent it purports to secure the payment of any such amounts. Special taxes imposed under the Mello-Roos Act and a special tax formula which determines the special tax due each year are specifically identified in the Policy Statement as being imposed each year and therefore covered by the FDIC’s federal immunity. The Ninth Circuit issued a ruling on August 28, 2001, in which it determined that the FDIC, as a federal agency, is exempt from special taxes levied under the Act.

The City is unable to predict what effect the application of the Policy Statement would have in the event of a delinquency in the payment of Special Taxes on a parcel within the District in which the FDIC has or obtains an interest, although prohibiting the lien of the Special Taxes to be foreclosed out at a judicial foreclosure sale could reduce or eliminate the number of persons willing to purchase a parcel at a foreclosure sale. Such an outcome could cause a draw on the Reserve Fund and perhaps, ultimately, if enough property were to become owned by the FDIC, a default in payment on the 2022 Bonds.

Depletion of Reserve Fund
The Reserve Fund is to be maintained at an amount equal to the Reserve Requirement as defined in the Fiscal Agent Agreement. See “SECURITY FOR THE 2022 BONDS – Reserve Fund.” The Reserve Fund will be used to pay principal of and interest on the 2022 Bonds (and the 2016 Bonds and any Additional Bonds, the principal of and interest on which is payable from amounts in the Reserve Fund) if insufficient funds are available from the proceeds of the levy and collection of the Special Tax against taxable property within the District. If the Reserve Fund is depleted, it can be replenished from the proceeds of the levy and collection of the Special Taxes that exceed the amounts to be paid to the owners of the 2022 Bonds (and the 2016 Bonds and any Additional Bonds, the principal of and interest on which is payable from amounts in the Reserve Fund) under the Fiscal Agent Agreement. However, because the Special Tax levy is limited to the annual Maximum Special Tax rates, it is possible that no replenishment would be achieved if the Special Tax proceeds, together with other available funds, remain insufficient to pay all such amounts. Thus it is possible that the Reserve Fund will be depleted and not be replenished by the levy and collection of the Special Taxes.

Bankruptcy Delays
The payment of the Special Tax and the ability of the City to foreclose the lien of a delinquent unpaid Special Tax, as discussed in “SECURITY FOR THE 2022 BONDS,” may be limited by bankruptcy, insolvency or other laws generally affecting creditors’ rights or by the laws of the State of California relating to judicial foreclosure. The various legal opinions to be delivered concurrently with the delivery of the 2022 Bonds (including Bond Counsel’s approving legal opinion) will be qualified as to the enforceability of the various legal instruments by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights, by the application of equitable principles and by the exercise of judicial discretion in appropriate cases.

Although bankruptcy proceedings would not cause the Special Taxes to become extinguished, bankruptcy of a property owner or any other person claiming an interest in the property could result in a delay in superior court foreclosure proceedings and could result in the possibility of Special Tax ITEM 12.2. ATTACHMENT 4

45 installments not being paid in part or in full. Such a delay would increase the likelihood of a delay or default in payment of the principal of and interest on the 2022 Bonds.

In addition, the amount of any lien on property securing the payment of delinquent Special Taxes could be reduced if the value of the property were determined by the bankruptcy court to have become less than the amount of the lien, and the amount of the delinquent Special Taxes in excess of the reduced lien could then be treated as an unsecured claim by the court. Any such stay of the enforcement of the lien for the Special Tax, or any such delay or non-payment, would increase the likelihood of a delay or default in payment of the principal of and interest on the 2022 Bonds and the possibility of delinquent Special Taxes not being paid in full.

To the extent that property in the District continues to be owned by a limited number of property owners, the chances are increased that the Reserve Fund could be fully depleted during any such delay in obtaining payment of delinquent Special Taxes. As a result, sufficient moneys would not be available in the Reserve Fund to make up shortfalls resulting from delinquent payments of the Special Tax and thereby to pay principal of and interest on the 2022 Bonds on a timely basis.

On July 30, 1992, the United States Court of Appeals for the Ninth Circuit issued its opinion in a bankruptcy case entitled In re Glasply Marine Industries. In that case, the court held that ad valorem property taxes levied by Snohomish County in the State of Washington after the date that the property owner filed a petition for bankruptcy were not entitled to priority over a secured creditor with a prior lien on that property. The court upheld the priority of unpaid ad valorem taxes imposed before the bankruptcy petition (the “pre-petition taxes”), but unpaid taxes imposed after the filing of the bankruptcy petition (“post-petition taxes”) were declared to be unsecured “administrative expenses” of the bankruptcy estate, and were therefore held to be payable from the bankruptcy estate only after payment of all secured creditors. As a result, the secured creditor of the property was able to foreclose on the property and retain all of the proceeds of the sale except for the amount of the pre-petition taxes.

According to the court’s ruling, as administrative expenses, post-petition taxes would have to be paid, but only if the debtor had sufficient assets not subject to other perfected security interests to do so. In certain circumstances, payment of such administrative expenses may also be allowed to be deferred. Once the property is transferred out of the bankruptcy estate (through foreclosure or otherwise) it would at that time again become subject to and would secure liens for then current and future ad valorem taxes.

Glasply was controlling precedent on bankruptcy courts in the State of California for several years subsequent to the date of the Ninth Circuit’s holding. Pursuant to state law, the lien date for general ad valorem property taxes levied in the State of California is the January 1 preceding the fiscal year for which the taxes are levied. Under the Glasply holding, a bankruptcy petition filing would have prevented the lien for general ad valorem property taxes levied in fiscal years subsequent to the filing of a bankruptcy petition from attaching and becoming a lien so long as the property was a part of the estate in bankruptcy. However, the Glasply holding was for the most part subsequently rendered inoperative with respect to the imposition of a lien for and the collection of ad valorem taxes by amendments to the federal Bankruptcy Code (Title 11 U.S.C.) which were part of the Bankruptcy Reform Act of 1994 (the “Bankruptcy Reform Act”) passed by Congress during the later part of 1994.

The Bankruptcy Reform Act added a provision to the automatic stay section of the Bankruptcy Code which, pursuant to Section 362(b)(18) thereof, excepts from the Bankruptcy Code’s automatic stay provisions, “the creation of a statutory lien for an ad valorem property tax imposed by . . . a political subdivision of a state, if such tax comes due after the filing of the petition” by a debtor in bankruptcy court. The effect of this provision is to continue the secured interest of ad valorem taxes on real ITEM 12.2. ATTACHMENT 4

46 property (i.e., post-petition taxes) in effect during the period following the filing of a bankruptcy petition, including during the period bankruptcy proceedings are pending.

Without further clarification by the courts or Congress, the original rationale of the Glasply holding could, however, still result in the treatment of post-petition special taxes as “administrative expenses,” rather than as tax liens secured by real property, at least during the pendency of bankruptcy proceedings. This treatment might result from the fact that, although the lien of special taxes is of record from the date of the filing of a Notice of Special Tax Lien, the actual special tax is levied annually. As noted above, special taxes have a different lien date than the lien date for general ad valorem taxes in the State of California noted above. The lien of a Mello-Roos special tax attaches upon recordation of the notice of the special tax lien, as provided for in Section 53328.3 of the Act, as opposed to the annual January 1 lien date for general ad valorem taxes. Thus, in deciding whether the original Glasply ruling is applicable to a bankruptcy proceeding involving special taxes rather than general ad valorem property taxes, a court might consider the differences in the statutory provisions for creation of the applicable tax lien (general ad valorem or special tax) in determining whether there is a basis for post petition special taxes to be entitled to a lien on the property during pending bankruptcy proceedings. If a court were to apply Glasply to eliminate the priority of the special tax lien as a secured claim against property with respect to post-petition levies of the Special Taxes made against property owners within the District who file for bankruptcy, collections of the Special Taxes from such property owners could be reduced as the result of being treated as “administrative expenses” of the bankruptcy estate. Also, and most importantly, is the fact that the original holding in Glasply and the mitigation of that holding by the Bankruptcy Reform Act of 1994 both appear to be applicable only to general ad valorem taxes, and, therefore, the exemption from the automatic stay in Section 362(b)(18) discussed above may not be applicable to special taxes since they were not expressly mentioned or provided for in this section, nor defined to be included within the term “ad valorem taxes.” Disclosure to Future Purchasers
The City has recorded a notice of the Special Tax lien in the Office of the County Recorder.

While title companies normally refer to such notices in title reports, there can be no guarantee that such reference will be made or, if made, that a prospective purchaser or lender will consider such special tax obligation in the purchase of a parcel of land or a home in the District or the lending of money secured by property in the District. The Mello-Roos Act and the City’s Mello-Roos Act Goals and Policies require the subdivider of a subdivision (or its agent or representative) to notify a prospective purchaser or long-term lessor of any lot, parcel, or unit subject to a Mello-Roos special tax of the existence and maximum amount of such special tax using a statutorily prescribed form. California Civil Code Section 1102.6b requires that in the case of transfers other than those covered by the above requirement, the seller must at least make a good faith effort to notify the prospective purchaser of the special tax lien in a format prescribed by statute. Failure by an owner of the property to comply with these requirements, or failure by a purchaser or lessor to consider or understand the nature and existence of the Special Tax, could adversely affect the willingness and ability of the purchaser or lessor to pay the Special Tax when due.

No Acceleration Provisions
The 2022 Bonds do not contain a provision allowing for their acceleration in the event of a payment default or other default under the terms of the 2022 Bonds or the Fiscal Agent Agreement.

Under the Fiscal Agent Agreement, a Bondowner is given the right for the equal benefit and protection of all Bond Owners similarly situated to pursue certain remedies. So long as the 2022 Bonds are in book-entry form, DTC will be the sole Bondowner and will be entitled to exercise all rights and remedies of Bondholders, in accordance with its procedures and rules.

ITEM 12.2. ATTACHMENT 4

47 Loss of Tax Exemption
As discussed under the caption “TAX MATTERS,” interest on the 2022 Bonds might become includable in gross income for purposes of federal income taxation retroactive to the date the 2022 Bonds were issued as a result of future acts or omissions of the City in violation of its covenants in the Fiscal Agent Agreement. The Fiscal Agent Agreement does not contain a special redemption feature triggered by the occurrence of an event of taxability. As a result, if interest on the 2022 Bonds were to become includable in gross income for purposes of federal income taxation, the 2022 Bonds would continue to remain outstanding until maturity unless earlier redeemed pursuant to optional redemption, mandatory sinking fund redemption or special mandatory redemption upon prepayment of the Special Taxes. See “THE 2022 BONDS – Redemption.”
Future legislative proposals, if enacted into law, clarification of the Code or court decisions may cause interest on the 2022 Bonds to be subject, directly or indirectly, to federal income taxation or to be subject to or exempted from state income taxation, or otherwise prevent Bond Owners from realizing the full current benefit of the tax status of such interest.

IRS Audit of Tax-Exempt Bond Issues
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 2022 Bonds will be selected for audit by the IRS. It is also possible that the market value of such 2022 Bonds might be affected as a result of such an audit (or by an audit of similar bonds or securities).

Voter Initiatives
Under the California Constitution, the power of initiative is reserved to the voters for the purpose of enacting statutes and constitutional amendments. Since 1978, the voters have exercised this power through the adoption of Proposition 13 and similar measures, including Proposition 218, which was approved in the general election held on November 5, 1996, and Proposition 26, which was approved on November 2, 2010.

Any such initiative may affect the collection of fees, taxes and other types of revenue by local agencies such as the District. Subject to overriding federal constitutional principles, such collection may be materially and adversely affected by voter-approved initiatives, possibly to the extent of creating cash-flow problems in the payment of outstanding obligations such as the 2022 Bonds.

Proposition 218 – Voter Approval for Local Government Taxes—Limitation on Fees, Assessments, and Charges—Initiative Constitutional Amendment, added Articles XIIIC and XIIID to the California Constitution, imposing certain vote requirements and other limitations on the imposition of new or increased taxes, assessments and property-related fees and charges.

On November 2, 2010, California voters approved Proposition 26, entitled the “Supermajority Vote to Pass New Taxes and Fees Act.” Section 1 of Proposition 26 declares that Proposition 26 is intended to limit the ability of the State Legislature and local government to circumvent existing restrictions on increasing taxes by defining the new or expanded taxes as “fees.” Proposition 26 amended Articles XIIIA and XIIIC of the State Constitution. The amendments to Article XIIIA limit the ability of the State Legislature to impose higher taxes (as defined in Proposition 26) without a two-thirds vote of the Legislature. Article XIIIC requires that all new local taxes be submitted to the electorate ITEM 12.2. ATTACHMENT 4

48 before they become effective. Special Taxes for general governmental purposes require a majority vote and taxes for specific purposes (“special taxes”) require a two-thirds vote.

The Special Taxes and the 2022 Bonds were each authorized by not less than a two-thirds vote of the landowners within the District who constituted the qualified electors at the time of such voted authorization. The City believes, therefore, that issuance of the 2022 Bonds does not require the conduct of further proceedings under the Act, Proposition 218 or Proposition 26.

Secondary Market for Bonds
There can be no guarantee that there will be a secondary market for the 2022 Bonds or, if a secondary market exists, that any 2022 Bonds can be sold for any particular price. Prices of bond issues for which a market is being made will depend upon then-prevailing circumstances. Such prices could be substantially different from the original purchase price.

No assurance can be given that the market price for the 2022 Bonds will not be affected by the introduction or enactment of any future legislation (including without limitation amendments to the Internal Revenue Code), or changes in interpretation of the Internal Revenue Code, or any action of the IRS, including but not limited to the publication of proposed or final regulations, the issuance of rulings, the selection of the 2022 Bonds for audit examination, or the course or result of any IRS audit or examination of the 2022 Bonds or obligations that present similar tax issues as the 2022 Bonds.

COVID-19 Pandemic
The spread of the COVID-19 coronavirus pandemic, and responses intended to slow its spread, may result in negative impacts to the homebuilding operations and sales of homes within the District. In addition, no assurance can be given that the property tax payment dates will not be deferred in the future, which may cause a delay in the receipt of Special Taxes by the City for the payment of the Bonds.

To date, despite various shelter-in-place and similar orders, neither the Master Developer nor Premier Chrysanthy, LLC has experienced any material stoppage in development or construction activities with respect to the development of its property in the District.

The COVID-19 outbreak is ongoing, and its duration and severity and economic effects are uncertain in many respects. Uncertain too are the additional actions that may be taken by federal, State and local governmental authorities to contain or mitigate the effects of the outbreak. Negative impacts on the collection of Special Taxes could occur because Special Tax payments are deferred, or some taxpayers may be unable to make their property and special tax payments. Additionally, the value of property on future secured property tax rolls could be reduced, which will not be known until the applicable tax roll is released. The negative impacts of COVID-19 and efforts to contain its spread may reduce or negatively affect the pace of development activity in the District, as well as home sales, home prices, property values and/or the ability or willingness of property owners to pay Special Taxes levied upon their property, all of which could impact the City’s ability to pay debt service on the Bonds.

Cyber Security
The City, like many other public and private entities, relies on computer and other digital networks and systems to conduct its operations. As a recipient and provider of personal, private or other sensitive electronic information, the City is potentially subject to multiple cyber threats, including ITEM 12.2. ATTACHMENT 4

49 without limitation hacking, viruses, ransomware, malware and other attacks. No assurance can be given that the City’s efforts to manage cyber threats and attacks will be successful in all cases, or that any such attack will not materially impact the operations or finances of the City or the District, or the administration of the 2022 Bonds. The City is also reliant on other entities and service providers in connection with the administration of the 2022 Bonds, including without limitation the County tax collector for the levy and collection of Special Taxes, the Fiscal Agent, and the dissemination agent.

No assurance can be given that the City, the District and these other entities will not be affected by cyber threats and attacks in a manner that may affect the Bond Owners.

Potential Early Redemption of Bonds from Prepayments
Property owners within the District, including the Master Developer, the merchant builderes, and individual homeowners, are permitted to prepay their Special Tax obligation at any time. Such prepayments could also be made from the proceeds of bonds issued by or on behalf of an overlapping special assessment district or community facilities district. Such prepayments will result in a redemption of the Bonds on the interest payment date for which timely notice may be given under the Fiscal Agent Agreement following the receipt of the prepayment. The resulting redemption of Bonds that were purchased at a price greater than par could reduce the otherwise expected yield on such Bonds.

ITEM 12.2. ATTACHMENT 4

50 LEGAL MATTERS
Legal Opinion
The legal opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel, approving the validity of the 2022 Bonds will be made available to purchasers at the time of original delivery and is attached in substantially final form as APPENDIX F.

Jones Hall, A Professional Law Corporation, San Francisco, California, has served as Disclosure Counsel to the City. Meyers Nave, A Professional Law Corporation, Sacramento, California, will pass upon certain legal matters for the City as its general counsel. Nossaman LLP, Irvine, California, is serving as counsel to the Underwriter.

No Litigation
At the time of delivery of the 2022 Bonds, the City will certify that there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, pending with respect to which the District has been served with process or threatened, which:
• in any way questions the powers of the City Council or the City, or • in any way questions the validity of any proceeding taken by the City Council in connection with the issuance of the 2022 Bonds, or
• wherein an unfavorable decision, ruling or finding could have a material adverse effect on the transactions contemplated by the purchase contract with respect to the 2022 Bonds, or
• which, in any way, could adversely affect the validity or enforceability of the resolutions of the City Council adopted in connection with the formation of the District or the issuance of the 2022 Bonds, the Fiscal Agent Agreement, the Continuing Disclosure Agreement or the purchase contract with respect to the 2022 Bonds, or • to the knowledge of the City, which in any way questions the exclusion from gross income of the recipients thereof of the interest on the 2022 Bonds for federal income tax purposes, or
• in any other way questions the status of the 2022 Bonds under State tax laws or regulations.

TAX MATTERS
Federal Tax Status. In the opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel, subject, however to the qualifications set forth below, under existing law, the interest on the 2022 Bonds is excluded from gross income for federal income tax purposes and such interest is not an item of tax preference for purposes of the federal alternative minimum tax.

The opinions set forth in the preceding paragraph are subject to the condition that the City comply with all requirements of the Internal Revenue Code of 1986, as amended (the “Tax Code”) that must be satisfied subsequent to the issuance of the 2022 Bonds in order that the interest thereon be, and continue to be, excludable from gross income for federal income tax purposes. The City has made certain representations and covenants in order to comply with each such requirement. Inaccuracy of those representations, or failure to comply with certain of those covenants, may cause the inclusion of ITEM 12.2. ATTACHMENT 4

51 such interest in gross income for federal income tax purposes, which may be retroactive to the date of issuance of the 2022 Bonds.

Tax Treatment of Original Issue Discount and Premium. If the initial offering price to the public at which a 2022 Bond is sold is less than the amount payable at maturity thereof, then such difference constitutes “original issue discount” for purposes of federal income taxes and State of California personal income taxes. If the initial offering price to the public at which a 2022 Bond is sold is greater than the amount payable at maturity thereof, then such difference constitutes “original issue premium” for purposes of federal income taxes and State of California personal income taxes. De minimis original issue discount and original issue premium are disregarded.

Under the Tax Code, original issue discount is treated as interest excluded from federal gross income and exempt from State of California personal income taxes to the extent properly allocable to each owner thereof subject to the limitations described in the first paragraph of this section. The original issue discount accrues over the term to maturity of the 2022 Bond on the basis of a constant interest rate compounded on each interest or principal payment date (with straight-line interpolations between compounding dates). The amount of original issue discount accruing during each period is added to the adjusted basis of such 2022 Bonds to determine taxable gain upon disposition (including sale, redemption, or payment on maturity) of such 2022 Bond. The Tax Code contains certain provisions relating to the accrual of original issue discount in the case of purchasers of the 2022 Bonds who purchase the 2022 Bonds after the initial offering of a substantial amount of such maturity.

Owners of such 2022 Bonds should consult their own tax advisors with respect to the tax consequences of ownership of 2022 Bonds with original issue discount, including the treatment of purchasers who do not purchase in the original offering to the public at the first price at which a substantial amount of such 2022 Bonds is sold to the public.

Under the Tax Code, original issue premium is amortized on an annual basis over the term of the 2022 Bond (said term being the shorter of the 2022 Bond’s maturity date or its call date). The amount of original issue premium amortized each year reduces the adjusted basis of the owner of the 2022 Bond for purposes of determining taxable gain or loss upon disposition. The amount of original issue premium on a 2022 Bond is amortized each year over the term to maturity of the 2022 Bond on the basis of a constant interest rate compounded on each interest or principal payment date (with straight-line interpolations between compounding dates). Amortized bond premium is not deductible for federal income tax purposes. Owners of premium 2022 Bonds, including purchasers who do not purchase in the original offering, should consult their own tax advisors with respect to State of California personal income tax and federal income tax consequences of owning such 2022 Bonds.

California Tax Status. In the further opinion of Bond Counsel, interest on the 2022 Bonds is exempt from California personal income taxes.

Other Tax Considerations. Current and future legislative proposals, if enacted into law, clarification of the Tax Code or court decisions may cause interest on the 2022 Bonds to be subject, directly or indirectly, to federal income taxation or to be subject to or exempted from state income taxation, or otherwise prevent beneficial owners from realizing the full current benefit of the tax status of such interest. The introduction or enactment of any such legislative proposals, clarification of the Tax Code or court decisions may also affect the market price for, or marketability of, the 2022 Bonds. It cannot be predicted whether or in what form any such proposal might be enacted or whether, if enacted, such legislation would apply to bonds issued prior to enactment.

The opinions expressed by Bond Counsel are based upon existing legislation and regulations as interpreted by relevant judicial and regulatory authorities as of the date of such opinion, and Bond ITEM 12.2. ATTACHMENT 4

52 Counsel has expressed no opinion with respect to any proposed legislation or as to the tax treatment of interest on the 2022 Bonds, or as to the consequences of owning or receiving interest on the 2022 Bonds, as of any future date. Prospective purchasers of the 2022 Bonds should consult their own tax advisors regarding any pending or proposed federal or state tax legislation, regulations or litigation, as to which Bond Counsel expresses no opinion.

Owners of the 2022 Bonds should also be aware that the ownership or disposition of, or the accrual or receipt of interest on, the 2022 Bonds may have federal or state tax consequences other than as described above. Other than as expressly described above, Bond Counsel expresses no opinion regarding other federal or state tax consequences arising with respect to the 2022 Bonds, the ownership, sale or disposition of the 2022 Bonds, or the amount, accrual or receipt of interest on the 2022 Bonds.

CONTINUING DISCLOSURE
The City has covenanted for the benefit of owners of the 2022 Bonds to provide certain financial information and operating data relating to the District by not later than nine months after the end of the City’s fiscal year (presently June 30) in each year (the “City Annual Report”) commencing with its report for Fiscal Year 2021-22 (due by April 1, 2023) and to provide notices of the occurrence of certain enumerated events. The City Annual Report and notices of listed events will be filed with the Municipal Securities Rulemaking Board. The covenants of the City have been made in order to assist the Underwriter in complying with Securities Exchange Commission Rule 15c2-12(b)(5) (the “Rule”). The specific nature of the information to be contained in the Annual Report or the notices of listed events by the City is summarized in “APPENDIX F – Form of Continuing Disclosure Undertakings.” A review of the City’s compliance with prior continuing disclosure undertakings in the last five years indicates that the City has been in compliance during such period.

The City has retained Goodwin Consulting Group, Inc. to serve as dissemination agent with respect to the filings to be made with respect to the 2022 Bonds and its other undertakings under the Rule.

RATING
S&P Global Ratings (“S&P”) has assigned its municipal bond rating of “A” to the 2022 Bonds.

This rating reflects only the views of S&P, and an explanation of the significance of such ratings may be obtained from S&P.

There is no assurance that any rating will continue for any given period of time for the 2022 Bonds or that it will not be revised downward or withdrawn entirely by S&P, if, in the judgment of S&P, circumstances so warrant. The City undertakes no responsibility to oppose any downward revision or withdrawal of any rating obtained. Any such downward revision or withdrawal of such rating may have an adverse effect on the market price of the 2022 Bonds.

ITEM 12.2. ATTACHMENT 4

53 UNDERWRITING
The 2022 Bonds were purchased through negotiation by Piper Sandler & Co., as underwriter (the “Underwriter”). The Underwriter agreed to purchase the 2022 Bonds at a price of $_____________ (which is equal to the par amount of the 2022 Bonds, plus/less an original issue premium/discount of $_____________ and less the Underwriter’s discount of $_____________). The initial public offering prices set forth on the cover page hereof may be changed by the Underwriter. The Underwriter may offer and sell the 2022 Bonds to certain dealers and others at a price lower than the public offering prices set forth on the cover page hereof.

The purchase agreement relating to the 2022 Bonds provides that the Underwriter will purchase all of the 2022 Bonds, if any are purchased, the obligation to make such purchase being subject to certain terms and conditions set forth in such purchase agreement.

PROFESSIONAL FEES
In connection with the issuance of the 2022 Bonds, fees or compensation payable to certain professionals are contingent upon the issuance and delivery of the 2022 Bonds. Those professionals include:
• Piper Sandler & Co., as the Underwriter;
• Jones Hall, A Professional Law Corporation, as Bond Counsel and Disclosure Counsel; • Kutak Rock, as Underwriter’s Counsel;
• Goodwin Consulting Group, Inc., as Special Tax Consultant (but only as to a portion of its fees);
• NHA Advisors., as Municipal Advisor; and
• U.S. Bank Trust Company, National Association, as Fiscal Agent for the 2022 Bonds.

ITEM 12.2. ATTACHMENT 4

54 EXECUTION
The execution and delivery of the Official Statement by the City has been duly authorized by the City Council, acting as the legislative body of the District.

CITY OF RANCHO CORDOVA
By:

Administrative Services Director
ITEM 12.2. ATTACHMENT 4

A-1

APPENDIX A

SACRAMENTO COUNTY AND CITY OF RANCHO CORDOVA

DEMOGRAPHIC INFORMATION
The following information concerning the City of Rancho Cordova (the “City”) and the County of Sacramento (the “County”) is included only for the purpose of supplying general information regarding the area of the City and County. The 2022 Bonds are not a debt of the City, the County, the State of California (the “State”) or any of its political subdivisions, and neither the City, the County, the State nor any of its political subdivisions is liable therefor.

General
The City. The City was incorporated on July 1, 2003, is located in the northeastern portion of the County, 10 miles east of downtown Sacramento and 90 miles northeast of San Francisco.

Organized as a General Law City under State law, the City operates under the Council-Manager form of government with five members elected to the Council, one of which serves as mayor for a year.

The County. The County was incorporated in 1850 as one of the original 27 counties of the State. The County’s largest city, the City of Sacramento serves as the seat of government for both the County and the State. Sacramento became the State Capital in 1854. The County is the major component of the Sacramento Metropolitan Statistical Area (“SMSA”), which includes Sacramento, El Dorado, and Placer Counties. The County encompasses approximately 994 square miles in the northern portion of the Central Valley, which is California’s prime agricultural region. The County is bordered by Contra Costa and San Joaquin Counties on the south, Amador and El Dorado Counties on the east, Placer and Sutter Counties on the north, and Yolo and Solano Counties on the west. The County extends from the low delta lands between the Sacramento and San Joaquin rivers north to about ten miles beyond the State Capitol and east to the foothills of the Sierra Nevada Mountains. The southernmost portion of the County has direct access to the San Francisco Bay.

Population
The following table lists population figures for the City, the County and the State for the last five years.

CITY OF RANCHO CORDOVA, COUNTY OF SACRAMENTO

AND STATE OF CALIFORNIA
Population Estimates
Calendar Years 2017 through 2021, as of January 1
Calendar Year
City of
Rancho Cordova
County of
Sacramento
State of
California
2017 74,394 1,511,390 39,352,398
2018 75,815 1,525,099 39,519,535
2019 77,259 1,538,054 39,605,361
2020 78,333 1,553,157 39,648,938
2021 79,662 1,561,014 39,466,855
Source: State Department of Finance.

ITEM 12.2. ATTACHMENT 4

A-2
Employment and Industry
The unemployment rate in the Sacramento--Roseville--Arden-Arcade MSA was 4.3 percent in February 2022, up from a revised 5.0 percent in January 2022, and below the year-ago estimate of 7.8 percent. This compares with an unadjusted unemployment rate of 4.8 percent for California and 4.1 percent for the nation during the same period. The unemployment rate was 3.9 percent in El Dorado County, 3.2 percent in Placer County, 4.7 percent in Sacramento County, and 4.5 percent in Yolo County.

The table below provides information about employment rates and employment by industry type for the Sacramento MSA (which includes Sacramento, Placer, Yolo and El Dorado Counties) for the calendar years 2017 through 2021.

SACRAMENTO-ARDEN ARCADE-ROSEVILLE MSA
(El Dorado, Placer, Sacramento, Yolo Counties)
Employment by Industry
(March 2021 Benchmark)
2017 2018 2019 2020 2021
Civilian Labor Force (1) 1,074,000 1,088,300 1,100,800 1,091,700 1,099,300 Employment 1,024,800 1,046,900 1,060,300 994,000 1,028,800 Unemployment 49,200 41,500 40,500 97,700 70,500
Unemployment Rate 4.6% 3.8% 3.7% 9.0% 6.4%
Wage and Salary Employment (2)
Agriculture 9,800 9,100 8,700 8,300 9,000
Mining and Logging 400 500 500 600 700
Construction 58,700 64,500 69,400 70,200 74,100
Manufacturing 35,700 36,000 36,800 36,100 37,500
Wholesale Trade 26,500 28,400 28,600 26,500 26,400
Retail Trade 101,400 102,000 100,500 95,200 101,100
Transportation, Warehousing and Utilities 27,400 29,500 32,200 34,300 37,100 Information 12,600 12,400 11,900 10,200 10,000
Finance and Insurance 37,400 36,700 35,200 34,800 34,300 Real Estate and Rental and Leasing 15,200 16,800 17,300 16,900 17,400 Professional and Business Services 132,400 136,000 137,200 132,500 136,700 Educational and Health Services 153,600 159,800 166,600 164,000 168,400 Leisure and Hospitality 103,300 106,200 109,600 83,900 92,800 Other Services 33,000 34,200 35,400 31,000 32,600
Federal Government 14,200 14,100 14,200 14,800 14,500
State Government 118,400 120,400 121,900 121,700 126,800 Local Government 102,600 103,500 105,300 98,900 98,000
Total, All Industries (3) 982,500 1,009,900 1,031,300 979,700 1,017,200

(1) Labor force data is by place of residence; includes self-employed individuals, unpaid family workers, household domestic workers, and workers on strike.
(2) Industry employment is by place of work; excludes self-employed individuals, unpaid family workers, household domestic workers, and workers on strike.
(3) Totals may not add due to rounding.

Source: State of California Employment Development Department.

ITEM 12.2. ATTACHMENT 4

A-3
Principal Employers
The following table shows the principal employers in the City, as shown in the City’s Comprehensive Annual Financial Report for fiscal year ending June 30, 2021.

CITY OF RANCHO CORDOVA
Principal Employers
As of June 2021
Employer
Number of
Employees
Percent of Total
Employment
VSP Global 1,639 4.00%
Franklin Templeton 1,476 3.60
Health Net Federal Services 1,177 2.90
Cordova Folsom Unified Sch. Dis. 1,150 2.80
Accentcare Home Health 742 1.80
The Permanente Medical Group 628 1.50
California Dept. of Child Support Sv. 450 1.10
Nidec Motor Corporation 400 1.00
Dignity Health 324 0.80
Source: City of Rancho Cordova, Comprehensive Annual Financial Report for the Fiscal Year Ended June 30, 2021.

ITEM 12.2. ATTACHMENT 4

A-4
Major Employers
The following table lists the major employers within the County as of April 2022, in alphabetical order.

COUNTY OF SACRAMENTO

MAJOR EMPLOYERS- LISTED ALPHABETICALLY
As of April 2022
Employer Name Location Industry
Aerojet Rocketdyne Inc Rancho Cordova Aerospace Industries (mfrs) Agreeya Solutions Folsom Information Technology Services AMPAC FINE CHEMICALS LLC Rancho Cordova Electronic Equipment & Supplies-Mfrs Apple Distribution Ctr Elk Grove Distribution Centers (whls) California Department-Crrctns Sacramento Insurance Agents Brokers & Service California State Univ Scrmnt Sacramento Schools-Universities & Colleges Academic Corrections Department Sacramento State Govt-Correctional Institutions Dept of Transportation In Ca Sacramento Government Offices-State Disabled American Veterans Sacramento Veterans' & Military Organizations Employment Development Dept Sacramento Outplacement Consultants Environmental Protection Agcy Sacramento State Govt-Air/Water/Solid Waste Management Intel Corp Folsom Semiconductor Devices (mfrs)
Kaiser Permanente South Sacramento Hospitals
L A Care Health Plan Sacramento Health Plans
Mercy General Hospital Sacramento Hospitals
Mercy San Juan Medical Ctr Carmichael Hospitals
Sacramento Bee Sacramento Newspapers (publishers/Mfrs)
Sacramento Municipal Utility Sacramento Utility Contractors Sacramento Municipal Utility Sacramento Electric Contractors Securitas Security Svc USA Sacramento Security Guard & Patrol Service State Compensation Ins Fund Sacramento Insurance
Summit Funding Inc Sacramento Real Estate Loans
Sutter Medical Ctr-Sacramento Sacramento Hospitals
Villara Building Systems Mcclellan Building Contractors Water Resource Dept Sacramento Government Offices-State Source: State of California Employment Development Department, extracted from The America’s Labor Market Information System (ALMIS) Employer Database, 2022 2nd Edition.

ITEM 12.2. ATTACHMENT 4

A-5
Effective Buying Income
“Effective Buying Income” is defined as personal income less personal tax and nontax payments, a number often referred to as “disposable” or “after-tax” income. Personal income is the aggregate of wages and salaries, other labor-related income (such as employer contributions to private pension funds), proprietor’s income, rental income (which includes imputed rental income of owneroccupants of non-farm dwellings), dividends paid by corporations, interest income from all sources, and transfer payments (such as pensions and welfare assistance). Deducted from this total are personal taxes (federal, state and local), nontax payments (fines, fees, penalties, etc.) and personal contributions to social insurance. According to U.S. government definitions, the resultant figure is commonly known as “disposable personal income.”
The following table summarizes the total effective buying income for the City, the County, the State and the United States for the period 2018 through 2022.

CITY OF RANCHO CORDOVA, COUNTY OF SACRAMENTO,

THE STATE OF CALIFORNIA AND THE UNITED STATES
Effective Buying Income
As of January 1, 2018 through 2022
Year Area
Total Effective
Buying Income
(000s’ Omitted)
Median Household
Effective Buying
Income
2018 City of Rancho Cordova $1,670,182 $52,992
County of Sacramento 38,238,821 54,343
California 1,113,648,181 59,646
United States 8,640,770,229 50,735
2019 City of Rancho Cordova $1,747,688 $54,335
County of Sacramento 40,651,806 56,387
California 1,183,264,399 62,637
United States 9,017,967,563 52,841
2020 City of Rancho Cordova $1,882,411 $57,795
County of Sacramento 42,705,779 59,288
California 1,243,564,816 65,870
United States 9,487,165,436 55,303
2021 City of Rancho Cordova $2,040,016 $62,867
County of Sacramento 45,067,224 62,945
California 1,290,894,604 67,956
United States 9,809,944,764 56,790
2022 City of Rancho Cordova $2,246,178 $68,685
County of Sacramento 51,287,459 70,279
California 1,452,426,153 77,058
United States 11,208,582,541 64,448
Source: The Nielsen Company (US), Inc for year 2018; Claritas, LLC for 2019 through 2022.

ITEM 12.2. ATTACHMENT 4