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(8) Modifications to rights of security holders, if material. (9) Bond calls, if material, and tender offers.
(10) Defeasances.
(11) Release, substitution, or sale of property securing repayment of the securities, if material.(12) Bankruptcy, insolvency, receivership or similar event of the City.
(13) The consummation of a merger, consolidation, or acquisition involving the City, or the sale of all or substantially all of the assets of the City (other than in the ordinary course of business), the entry into a definitive agreement to undertake such an action, or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material.
(14) Appointment of a successor or additional Fiscal Agent or the change of name of the Fiscal Agent, if material.
(15) Incurrence of a financial obligation of the City, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of the City, any of which affect security holders, if material (for a definition of “financial obligation, ” see clause (e)).
(16) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a financial obligation of the City, any of which reflect financial difficulties (for a definition of “financial obligation,” see clause (e)).
(b) Whenever the City obtains knowledge of the occurrence of a Listed Event, the City shall, or shall cause the Dissemination Agent (if not the City) to, file a notice of such occurrence with the MSRB through the EMMA System, in an electronic format as prescribed by the MSRB, in a timely manner not in excess of 10 business days after the occurrence of the Listed Event. Notwithstanding the foregoing, notice of Listed Events described in subsections (a)(8) and (9) above need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to holders of affected Bonds under the Fiscal Agent Agreement.
(c) The City acknowledges that the events described in subparagraphs (a)(2), (a)(7), (a)(8) (if the event is a bond call), (a)(10), (a)(13), (a)(14) and (a)(15) of this Section 5 contain the qualifier “if material” and that subparagraph (a)(6) also contains the qualifier “material” with respect to certain notices, determinations or other events affecting the tax status of the Bonds. The City shall cause a notice to be filed as set forth in paragraph (b) above with respect to any such event only to the extent that it determines the event’s occurrence is material for purposes of U.S. federal securities law. Whenever the City obtains knowledge of the occurrence of any of these Listed Events, the City will as soon as possible determine if such event would be material under applicable federal securities law. If such event is determined to be material, the City will cause a notice to be filed as set forth in paragraph (b) above.
(d) For purposes of this Disclosure Certificate , any event described in paragraph (a)(12) above is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, ITEM 12.1.
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arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City.
(e) For purposes of Section 5(a)(15) and (16), “financial obligation” means a (i) debt obligation; (ii) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (iii) guarantee of (i) or (ii). The term financial obligation shall not include municipal securities as to which a final official statement has been provided to the Municipal Securities Rulemaking Board consistent with the Rule.
Section 6. Identifying Information for Filings with the MSRB . All documents provided to the MSRB under the Disclosure Certificate shall be accompanied by identifying information as prescribed by the MSRB.
Section 7. Termination of Reporting Obligation . The City ’s obligations under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the City shall give notice of such termination in the same manner as for a Listed Event under Section 5(b).
Section 8. Dissemination Agent. The City may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Agent, with or without appointing a successor Dissemination Agent. The initial Dissemination Agent will be Goodwin Consulting Group, Inc.
Section 9. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the City may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied:
(a) if the amendment or waiver relates to the provisions of Sections 3(a), 4 or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature, or status of an obligated person with respect to the Bonds, or type of business conducted;
(b) the undertakings herein, as proposed to be amended or waived, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the primary offering of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and
(c) the proposed amendment or waiver either (1) is approved by holders of the Bonds in the manner provided in the Fiscal Agent Agreement for amendments to the Fiscal Agent Agreement with the consent of holders, or (2) does not, in the opinion of the Fiscal Agent or nationally recognized bond counsel, materially impair the interests of the holders or beneficial owners of the Bonds.
If the annual financial information or operating data to be provided in the Annual Report is amended pursuant to the provisions hereof, the first annual financial information filed pursuant hereto containing the amended operating data or financial information shall explain, in narrative form, the reasons for the amendment and the impact of the change in the type of operating data or financial information being provided.
ITEM 12.1.
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If an amendment is made to the undertaking specifying the accounting principles to be followed in preparing financial statements, the annual financial information for the year in which the change is made shall present a comparison between the financial statements or information prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. The comparison shall include a qualitative discussion of the differences in the accounting principles and the impact of the change in the accounting principles on the presentation of the financial information, in order to provide information to investors to enable them to evaluate the ability of the City to meet its obligations. To the extent reasonably feasible, the comparison shall be quantitative. A notice of the change in the accounting principles shall be filed in the same manner as for a Listed Event under Section 5(b).
Section 10. Additional Information . Nothing in this Disclosure Certificate shall be deemed to prevent the City from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the City chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate , the City shall have no obligation under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event.
Section 11. Identifying Information for Filings with EMMA . All documents provided to EMMA under this Disclosure Certificate will be accompanied by identifying information as prescribed by the MSRB.
Section 12. Default. In the event of a failure of the City to comply with any provision of this Disclosure Certificate, the Participating Underwriter or any holder or beneficial owner of the Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under this Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed an Event of Default under the Fiscal Agent Agreement, and the sole remedy under this Disclosure Certificate in the event of any failure of the City to comply with this Disclosure Certificate shall be an action to compel performance.
Section 1 3. Duties, Immunities and Liabilities of Dissemination Agent . The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the City agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys ’ fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent ’s negligence or willful misconduct. The Dissemination Agent shall have no duty or obligation to review any information provided to it hereunder and shall not be deemed to be acting in any fiduciary capacity for the City, the Fiscal Agent, the Bond owners or any other party. The obligations of the City under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds.
Section 14. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the City, the Fiscal Agent, the Dissemination Agent, the Participating Underwriter and holders and beneficial owners from time to time of the Bonds, and shall create no rights in any other person or entity.
ITEM 12.1.
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Section 15. Counterparts. This Disclosure Certificate may be executed in several counterparts, each of which shall be regarded as an original, and all of which shall constitute one and the same instrument.
Date: _________, 2024
CITY OF RANCHO CORDOVA for and on
behalf of CITY OF RANCHO CORDOVA
GRANTLINE 220 COMMUNITY
FACILITIES DISTRICT NO. 2023-1
By:
Authorized Officer
AGREED AND ACCEPTED:
GOODWIN CONSULTING GROUP,
as Dissemination Agent
By:
Name:
Title:
ITEM 12.1.
ATTACHMENT 4
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CONTINUING DISCLOSURE CERTIFICATE
(Developer)
Relating to:
$_________
CITY OF RANCHO CORDOVA
GRANTLINE 220 COMMUNITY FACILITIES DISTRICT NO. 2023-1
IMPROVEMENT AREA NO. 1
SPECIAL TAX BONDS
SERIES 2024
THIS CONTINUING DISCLOSURE CERTIFICATE (Developer) (the “Disclosure Certificate”) dated as of January ___, 2024 , is executed and delivered by Lennar Homes of California, LLC , a California limited liability company (the “Developer”) in connection with the issuance by the City of Rancho Cordova (the “City”) of its $_________ City of Rancho Cordova Grantline 220 Community Facilities District No. 2023-1 Improvement Area No. 1 Special Tax Bonds (the “Bonds”). The Bonds are being executed and delivered pursuant to a Fiscal Agent Agreement, dated as of January 1, 2024 (the “Fiscal Agent Agreement ”), by and between the City and U.S. Bank Trust Company, National Association , as fiscal agent (the “Fiscal Agent”).
The Developer covenants and agrees as follows:
Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the Developer for the benefit of the holders and beneficial owners of the Bonds.
Section 2. Definitions. In addition to the definitions set forth herein and in the Fiscal Agent Agreement, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Disclosure Certificate, the following capitalized terms shall have the following meanings:
“Affiliate” means with respect to the Developer, means any other Person (i) who directly, or indirectly through one or more intermediaries, is currently controlling, controlled by or under common control with the Developer, and (ii) for whom information, including financial information or operating data, concerning such Person is material to potential investors in their evaluation of Improvement Area No. 1 and investment decision regarding the Bonds (i.e., information regarding such Person’s assets or funds that would materially affect the Developer’s ability to develop the Property as described in the Official Statement or to pay its Special Taxes on the Property (to the extent the responsibility of the Developer) prior to delinquency). For purposes hereof, the term “control” (including the terms “controlling,” “controlled by” or “under common control with”) means the present possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise . The Land Bank Owner is not an Affiliate of the Developer.
“Assumption Agreement” means an undertaking of a Major Owner, or an Affiliate thereof, for the benefit of the holders and beneficial owners of the Bonds containing terms substantially similar to this Disclosure Certificate (as modified for such Major Owner ’s development and financing plans with respect to Improvement Area No. 1), whereby such Major Owner or Affiliate agrees to provide Periodic Reports and notices of significant events, setting forth the information described in sections 4 and 5 hereof, respectively, with respect to the portion of the property in ITEM 12.1.
ATTACHMENT 4
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Improvement Area No. 1 owned by such Major Owner and its Affiliates and, at the option of the Developer or such Major Owner, agrees to indemnify the Dissemination Agent (if any) pursuant to a provision substantially in the form of Section 11 hereof.
“Developer” means Lennar Homes of California, LLC, a California limited liability company, its successors and assigns.
“Dissemination Agent” means the entity acting in its capacity as Dissemination Agent hereunder, or any successor Dissemination Agent designated in writing by the Developer and which has filed with the Developer, the City , and the Participating Underwriter a written acceptance of such designation, and which is experienced in providing dissemination agent services such as those required under this Disclosure Certificate . The I nitial Dissemination Agent is the Developer.
“District” means the City of Rancho Cordova Grantline 220 Community Facilities District No. 2023-1.
“EMMA” shall mean the Municipal Securities Rulemaking Board’s Electronic Municipal Market Access System for municipal securities disclosures, maintained on the Internet at http://emma.msrb.org/.
“Improvement Area No. 1” means Improvement Area No. 1 of the District.
“Land Bank Owner” means AG EHC II (LEN) CA 2, L.P., a Delaware limited partnership, as the land banking entity under the Lennar Option Agreement.
“Lennar Option Agreement” means that certain Option Agreement, dated May 26, 2023 , between the Land Bank Owner and the Developer.
“Listed Events” means any of the events listed in Section 5(a) of this Disclosure Certificate.
“Major Owner” means, as of any Report Date, an owner of land in Improvement Area No. 1 that is responsible in the aggregate for 20% or more of the Special Taxes anticipated to be levied at any time during the then-current fiscal year.
“Official Statement” means the final official statement executed by the City in connection with the issuance of the Bonds.
“Participating Underwriter” means Piper Sandler & Co., the original underwriter of the Bonds.
“Periodic Report ” means any Periodic Report provided by the Developer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate.
“Person” means an individual, a corporation, a partnership, a limited liability company, an association, a joint stock company, a trust, any unincorporated organization or a government or political subdivision thereof.
ITEM 12.1.
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“Property” means the real property in Improvement Area No. 1 that is owned by (i) the Developer, (ii) any Affiliate of the Developer, and (iii) the Land Bank Owner (during the term of the Lennar Option Agreement).
“Report Date” means April 1 and October 1 of any fiscal year. If, in any year, the Report Date falls on a Saturday, Sunday, or a holiday, such Report Date shall be extended to the next following day that is not a Saturday, Sunday, or holiday.
“Special Taxes” means the special taxes levied on taxable property in Improvement Area No. 1.
Section 3. Provision of Periodic Reports.
(a) The Developer shall, or, upon written direction of the Developer the Dissemination Agent shall, not later than the Report Date, commencing April 1, 2024, file or cause to be filed with EMMA a Periodic Report which is consistent with the requirements of Section 4 of this Disclosure Certificate with a copy to the Participating Underwriter and the City.
Not later than 15 calendar days prior to the Report Date, the Developer shall provide the Periodic Report to the Dissemination Agent (if different from the Developer). The Developer shall provide a written certification with (or included as a part of) each Periodic Report furnished to the Dissemination Agent (if different from the Developer), the Participating Underwriter and the City to the effect that such Periodic Report constitutes the Periodic Report required to be furnished by it unde r this Disclosure Certificate. The Dissemination Agent, the Participating Underwriter and the City may conclusively rely upon such certification of the Developer and shall have no duty or obligation to review the Periodic Report. The Periodic Report may be submitted as a single document or as separate documents comprising a package and may incorporate by reference other information as provided in Section 4 of this Disclosure Certificate.
(b) If the Dissemination Agent does not receive a Periodic Report by 15 calendar days prior to the Report Date, the Dissemination Agent shall send a reminder notice to the Developer that the Periodic Report has not been provided as required under Section 3(a) above. The reminder notice shall instruct the Developer to determine whether its obligations under this Disclosure Certificate have terminated (pursuant to Section 6 below) and, if so, to provide the Dissemination Agent with a notice of such termination in the same manner as for a Listed Event (pursuant to Section 5 below). If the Developer does not provide, or cause the Dissemination Agent to provide, a Periodic Report to EMMA by the Report Date as required in subsection (a) above, the Dissemination Agent shall send a notice to EMMA in the form at prescribed by the MSRB, with a copy to City and the Participating Underwriter.
(c) With respect to the Periodic Report, the Dissemination Agent shall, to the extent the Periodic Report has been furnished to it, file the Periodic Report with EMMA and file a report with the Developer (if the Dissemination Agent is other than the Developer), the City and the Participating Underwriter certifying that the Periodic Report has been provided pursuant to this Disclosure Certificate, stating the date it was provided to and filed with EMMA.
Section 4. Content of Periodic Reports . The Developer ’s Periodic Report shall contain or incorporate by reference the information set forth in Exhibit A relating to the Developer, any or all of which may be included by specific reference to other documents, including official statements of debt issues of the Developer or related public entities, which have been submitted to EMMA or the Securities and Exchange Commission. If the document included by reference ITEM 12.1.
ATTACHMENT 4
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is a final official statement, it must be available from EMMA. The Developer shall clearly identify each such other document so included by reference.
In addition to any of the information expressly required to be provided in Exhibit A, the Developer’s Periodic Report shall include such further information, if any, as may be necessary to make the specifically required statements, in the light of the circumstances under which they are made, not misleading.
Section 5. Reporting of Significant Events.
(a) The Developer shall give, or cause to be given, notice of the occurrence of any of the following Listed Events with respect to itself or the Property, if material:
(i) bankruptcy or insolvency proceedings commenced by or against the Developer and, if known, any bankruptcy or insolvency proceedings commenced by or against any Affiliate of the Developer that is reasonably likely to have a significant impact on the Developer’s ability to pay Special Taxes on the Property or to sell or develop the Property;
(ii) failure to pay any taxes, special taxes (including the Special Taxes) or assessments due with respect to the Property on or prior to the delinquency date to the extent such failure is not promptly cured by the Developer upon discovery thereof;
(iii) filing of a lawsuit of which the Developer is aware against the Developer or an Affiliate seeking damages, which is reasonably likely to have a significant impact on the Developer’s ability to pay Special Taxes on the Property or to sell or develop the Property;
(iv) material damage to or destruction of any of the improvements on the Property; and
(v) any payment default or other material default by the Developer on the Lennar Option Agreement or any loan with respect to the construction of improvements on the Property.
(b) Whenever the Developer obtains knowledge of the occurrence of a Listed Event, the Developer shall as soon as possible determine if such event would be material under applicable Federal securities law.
(c) If the Developer determines that knowledge of the occurrence of a Listed Event would be material under applicable Federal securities law, the Developer shall, or shall cause the Dissemination Agent to, promptly file a notice of such occurrence with EMMA, with a copy to the City and the Participating Underwriter.
Section 6. Duration of Reporting Obligation.
(a) All the Developer ’s obligations hereunder shall commence on the date hereof and terminate (except as provided in Section 11) on the earliest to occur of the following:
(i) upon the legal defeasance, prior redemption or payment in full of all the Bonds, or
ITEM 12.1.
ATTACHMENT 4
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(ii) at such time as Property owned by the Developer and the Land Bank Owner (during the term of the Lennar Option Agreement) is no longer responsible for payment of 20% or more of the Special Taxes levied in Improvement Area No. 1, or
(iii) the date on which the Developer prepays in full all of the Special Taxes attributable to the Property.
The Developer shall give notice of the termination of its obligations under this Disclosure Certificate in the same manner as for a Listed Event under Section 5.
(b) If a portion of the Property owned by the Developer, or any Affiliate of the Developer, is conveyed to a Person that, upon such conveyance, will be a Major Owner, the obligations of the Developer hereunder with respect to the property in Improvement Area No. 1 owned by such Major Owner and its Affiliates may be assumed by such Major Owner or by an Affiliate thereof, and if so assumed the Developer ’s obligations hereunder with respect to such portion of the Property will be terminated. In order to effect such an assumption, such Major Owner or Affiliate shall enter into an Assumption Agreement. If not so assumed, the Developer shall report the information, as applicable to the transferee, required herein so long as the transferee is a Major Owner.
Section 7. Dissemination Agent . The Developer may, from time to time, appoint or engage a Dissemination Agent to assist the Developer in carrying out its obligations under this Disclosure Certificate, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. The initial Dissemination Agent shall be the Developer. The Dissemination Agent may resign by providing thirty days ’ written notice to the City, the Participating Underwriter and the Developer . The acquisition of any portion of the Property by the Developer pursuant to the Lennar Option Agreement shall not require any assumption by the Developer.
Section 8. No Amendment. The Developer may not amend this Disclosure Certificate.
Section 9. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the Developer from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Periodic Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the Developer chooses to include any information in any Periodic Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the Developer shall have no obligation under this Disclosure Certificate to update such information or include it in any future Periodic Report or notice of occurrence of a Listed Event.
Section 10. Default. In the event of a failure of the Developer to comply with any provision of this Disclosure Certificate, the Participating Underwriter and any holder or beneficial owner of the Bonds may, take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Developer to comply with its obligations under this Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed an Event of Default under the Fiscal Agent Agreement, and the sole and exclusive remedy under this Disclosure Certificate in the event of any failure of the Developer to comply with this Disclosure Certificate shall be an action to compel performance. Neither the Developer nor the Dissemination Agent shall have any liability to any holder or beneficial owner ITEM 12.1.
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of the Bonds or any other party for monetary damages or financial liability of any kind whatsoever arising from or relating to this Disclosure Certificate.
Section 11. Duties, Immunities and Liabilities of Dissemination Agent . The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the Developer agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents (each, an “Indemnified Party”), harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the reasonable costs and expenses (including attorneys’ fees) of defending against any claim of liability, but excluding loss, liabilities, costs and expenses due to an Indemnified Party ’s negligence or willful misconduct or failure to perform its duties hereunder. The Dissemination Agent shall be paid compensation for its services provided hereunder in accordance with its schedule of fees as amended from time to time, which schedule, as amended, shall be reasonably acceptable, and all reasonable expenses, reasonable legal fees and advances made or incurred by the Dissemination Agent in the performance of its duties hereunder. The Dissemination Agent shall have no duty or obligation to review any information provided to it hereunder and shall not be deemed to be acting in any fiduciary capacity for the City, the Developer, the Fiscal Agent, the Bond owners, or any other party. The obligations of the Developer under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds.
Section 12. Notices. Any notice or comm unications to be among any of the parties to this Disclosure Certificate may be given by regular, overnight or electronic mail as follows:
To the Developer Lennar Homes of California, LLC
1025 Creekside Ridge Drive, Suite 240
Roseville, CA 95678
Email: [email protected]
Email: [email protected]
To the City: City of Rancho Cordova
Attn: CFD Administrator
2729 Prospect Park Drive
Rancho Cordova, CA 95670
Email: [email protected]
[email protected]
To the Participating
Underwriter: Piper Sandler & Co.
3626 Fair Oaks Boulevard, Suite 100
Sacramento, CA 95864
Email: [email protected]
Any person may, by written notice to the other persons listed above, designate a different address or telephone number(s) to which subsequent notices or communications should be sent.
ITEM 12.1.
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Section 13. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the City, the Developer (its successors and assigns), the Dissemination Agent, the Participating Underwriter and holders and beneficial owners from time to time of the Bonds and shall create no rights in any other person or entity. All obligations of the Developer hereunder shall be assumed by any legal successor to the obligations of the Developer as a result of a sale, merger, consolidation or other reorganization.
Section 14. Counterparts. This Disclosure Certificate may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
ITEM 12.1.
ATTACHMENT 4
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IN WITNESS WHEREOF, the Developer has executed this Disclosure Certificate as of the date first above written.
LENNAR HOMES OF CALIFORNIA, LLC,
A California limited liability company
By: ______________________________
Name: ___________________________
Title: _____________________________
ITEM 12.1.
ATTACHMENT 4
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EXHIBIT A
PERIODIC REPORT
Relating to:
$_________
CITY OF RANCHO CORDOVA
GRANTLINE 220 COMMUNITY FACILITIES DISTRICT NO. 2023-1
IMPROVEMENT AREA NO. 1
SPECIAL TAX BONDS
SERIES 2024
This Periodic Report is hereby submitted under Section 4 of the Continuing Disclosure Certificate (Developer) (the “Disclosure Certificate ”) dated January ___, 2024, executed by Lennar Homes of California, LLC , a California limited liability company (the “Developer”) in connection with the issuance of special tax bonds by the City of Rancho Cordova (the “City”) with respect to the City of Rancho Cordova Grantline 220 Community Facilities District No. 2023-1 (the “District”).
Capitalized terms used in this Periodic Report but not otherwise defined have the meanings given to them in the Disclosure Certificate.
I. Property Ownership and Development
The information in this section is provided as of ____________________ (this date must be not more than 60 days before the date of this Periodic Report).
A. Property currently owned by the Developer or its Affiliates (if any) and the Land Bank Owner in Improvement Area No. 1 (the “Property”):
Development name:
Number of lots (acreage if not subdivided):
B. Status of land development or construction activities:
______________________________________________________________________
______________________________________________________________________
C. Number of building permits pulled during the reporting period and the aggregate number of building permits for the Property developed by the Developer or an Affiliate (if any) , and any significant amendments to land use or development entitlements:
______________________________________________________________________
______________________________________________________________________
D. Aggregate property sold, optioned or leased by the Developer or an Affiliate (if any) to end users or merchant builders:
ITEM 12.1.
ATTACHMENT 4
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Since the Reported Date of
Information in the Official
Statement
Since the Last Periodic
Report
Lots ____
Lots ____
E. Any updates to ownership of the Property by the Developer or an Affiliate (if any), as stated in the Official Statement, and any other changes in ownership , whether acquisition of land in Improvement Area No. 1 by the Developer or an Affiliate (if any), or sales of land in Improvement Area No. 1 to other property owners, distinguishing between (i) end users (e.g., single family homeowners), (ii) developers and (iii) merchant builders.
______________________________________________________________________
______________________________________________________________________
II. Legal and Financial Status of Developer
Unless such information has previously been included or incorporated by reference in a Periodic Report, describe any change in the legal structure of the Developer or the financial condition and financing plan of the Developer that would materially and adversely interfere with its ability to complete its development plan described in the Official Statement.
______________________________________________________________________
______________________________________________________________________
III. Change in Development or Financing Plans
Unless such information has previously been included or incorporated by reference in a Periodic Report, describe any development plans or financing plans relating to the Property that are materially different from the proposed development and financing plan described in the Official Statement.
______________________________________________________________________
______________________________________________________________________
IV. Official Statement Updates
Unless such information has previously been included or incorporated by reference in a Periodic Report, describe any other significant changes in the information relating to the Developer or the Property contained in the Official Statement under the heading “IMPROVEMENT AREA NO. 1 – Development in the District ” that would materially and adversely interfere with the Developer ’s ability to develop and sell the Property as described in the Official Statement.
______________________________________________________________________
ITEM 12.1.
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______________________________________________________________________
V. Other Material Information
In addition to any of the information expressly required above, provide such further information, if any, as may be necessary to make the specifically required statements, in the light of the circumstances under which they are made, not misleading.
_____________________________________________________________________
______________________________________________________________________
Certification
The undersigned Developer hereby certifies that this Periodic Report constitutes the Periodic Report required to be furnished by the Developer under the Disclosure Certificate.
ANY STATEMENTS REGARDING THE DEVELOPER, THE DEVELOPMENT OF THE PROPERTY, THE DEVELOPER ’S FINANCING PLAN OR FINANCIAL CONDITION, OR THE
BONDS, OTHER THAN STATEMENTS MADE BY THE DEVELOPER IN AN OFFICIAL
RELEASE, OR FILED WITH THE MUNICIPAL SECURITIES RULEMAKING BOARD, ARE NOT AUTHORIZED BY THE DEVELOPER. THE DEVELOPER IS NOT RESPONSIBLE FOR
THE ACCURACY, COMPLETENESS OR FAIRNESS OF ANY SUCH UNAUTHORIZED STATEMENTS.
THE DEVELOPER HAS NO OBLIGATION TO UPDATE THIS PERIODIC REPORT OTHER THAN AS EXPRESSLY PROVIDED IN THE DISCLOSURE CERTIFICATE.
Dated:
LENNAR HOMES OF CALIFORNIA, LLC,
A California limited liability company
By: ______________________________
Name: ___________________________
Title: _____________________________
ITEM 12.1.
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APPENDIX G
DTC AND THE BOOK-ENTRY ONLY SYSTEM
The following description of the Depository Trust Company ( “DTC”), the procedures and record keeping with respect to beneficial ownership interests in the Bonds, payment of principal, interest and other payments on the Bonds to DTC Participants or Beneficial Owners, confirmation and transfer of beneficial ownership interest in the Bonds and other related transactions by and between DTC, the DTC Participants and the Beneficial Owners is based solely on information provided by DTC. Accordingly, no representations can be made concerning these matters and neither the DTC Participants nor the Beneficial Owners should rely on the foregoing information with respect to such matters, but should instead confirm the same with DTC or the DTC Participants, as the case may be.
Neither the issuer of the Bonds (the “Issuer”) nor the trustee, fiscal agent or paying agent appointed with respect to the Bonds (the “Agent”) take any responsibility for the information contained in this Appendix.
No assurances can be given that DTC, DTC Participants or Indirect Participants will distribute to the Beneficial Owners (a) payments of interest, principal or premium, if any, with respect to the Bonds, (b) certificates representing ownership interest in or other confirmation or ownership interest in the Bonds, or (c) redemption or other notices sent to DTC or Cede & Co., its nominee, as the registered owner of the Bonds, or that they will so do on a timely basis, or that DTC, DTC Participants or DTC Indirect Participants will act in the manner described in this Appendix. The current “Rules” applicable to DTC are on file with the Securities and Exchange Commission and the current “Procedures” of DTC to be followed in dealing with DTC Participants are on file with DTC.
1. The Depository Trust Company ( “DTC”), New York, NY, will act as securities depository for the securities (the “Securities”). The Securities will be issued as fully -registered securities registered in the name of Cede & Co. (DTC ’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully -registered Security certificate will be issued for each issue of the Securities, each in the aggregate principal amount of such issue, and will be deposited with DTC. If, however, the aggregate principal amount of any issue exceeds $500 million, one certificate will be issued with respect to each $500 million of principal amount, and an additional certificate will be issued with respect to any remaining principal amount of such issue.
2. DTC, the world ’s largest securities depository, is a limited -purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation ” within the meaning of the New York Uniform Commercial Code, and a “clearing agency ” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934.
DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC ’s participants (“ Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book- entry transfers and pledges between Direct Participants ’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non -U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is ITEM 12.1.
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a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ( “DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non -U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ( “Indirect Participants”). DTC has a Standard & Poor’ s rating of AA+.
The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com.
3. Purchases of Securities under the DTC system must be made by or through Direct Participants, which will receive a credit for the Securities on DTC ’s records. The ownership interest of each actual purchaser of each Security ( “Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Securities are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Securities, except in the event that use of the book -entry system for the Securities is discontinued.
4. To facilitate subsequent transfers, all Securities deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Securities with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Securities; DTC’ s records reflect only the identity of the Direct Participants to whose accounts such Securities are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.
5. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Securities may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Securities, such as redemptions, tenders, defaults, and proposed amendments to the Security documents. For example, Beneficial Owners of Securities may wish to ascertain that the nominee holding the Securities for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them.
6. Redemption notices will be sent to DTC. If less than all of the Securities within an issue are being redeemed, DTC ’s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.
7. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Securities unless authorized by a Direct Participant in accordance with DTC ’s MMI ITEM 12.1.
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Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to Issuer as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co. ’s consenting or voting rights to those Direct Participants to whose accounts Securities are credited on the record date (identified in a listing attached to the Omnibus Proxy).
8. Redemption proceeds, distributions, and dividend payments on the Securities will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC ’s practice is to credit Direct Participants ’ accounts upon DTC ’s receipt of funds and corresponding detail information from Issuer or Agent, on payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC, Agent, or Issuer, subject to any statutory or regulatory requirements as may be in effect from time to time.
Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of Issuer or Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.
9. A Beneficial Owner will give notice to elect to have its Securities purchased or tendered, through its Participant, to the Agent, and will effect delivery of such Securities by causing the Direct Participant to transfer the Participant ’s interest in the Securities, on DTC ’s records, to the Agent. The requirement for physical delivery of Securities in connection with an optional tender or a mandatory purchase will be deemed satisfied when the ownership rights in the Securities are transferred by Direct Participants on DTC ’s records and followed by a book - entry credit of tendered Securities to the Agent’s DTC account.
10. DTC may discontinue providing its services as depository with respect to the Securities at any time by giving reasonable notice to Issuer or Agent. Under such circumstances, in the event that a successor depository is not obtained, Security certificates are required to be printed and delivered.
11. Issuer may decide to discontinue use of the system of book -entry-only transfers through DTC (or a successor securities depository). In that event, Security certificates will be printed and delivered to DTC.
12. The information in this section concerning DTC and DTC ’s book-entry system has been obtained from sources that Issuer believes to be reliable, but Issuer takes no responsibility for the accuracy thereof.
ITEM 12.1.
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1 $________
CITY OF RANCHO CORDOVA
GRANTLINE 220 COMMUNITY FACILITIES DISTRICT NO. 2023-1
IMPROVEMENT AREA NO. 1
SPECIAL TAX BONDS
SERIES 2024
BOND PURCHASE AGREEMENT
________, 2024
City of Rancho Cordova
Grantline 220 Community Facilities District No. 2023-1
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 Grantline 220 Community Facilities District No. 2023-1 (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 _________ 1, 2024 (the “Fiscal Agent Agreement”) by and between the City and U.S. Bank Trust Company, 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, war
ranties 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 Grantline 220 Community Facilities District No. 2023-1 Improvement Area No. 1 Special Tax Bonds, Series 2024 (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, less a net original issue discount 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 (or yields) as it deems necessary in connection with the offering of the Bonds, without any ITEM 12.1.
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2 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 November ___, 2024. The proceeds of the Bonds shall be used to (i) construct and acquire certain public facilities, including payment of fees related to public facilities, authorized for the Community Facilities District and Improvement Area No. 1; (ii) make a deposit into the debt service reserve fund for the Bonds; (iii) pay capitalized interest on a portion of the Bonds through and including September 1, 2024; and (iv) pay the costs of issuance of the Bonds.
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 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 _______, 2024, 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 ITEM 12.1.
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3 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 Certificate , in the form attached to the Official Statement under Appendix F (the “City Continuing Disclosure Certificate ”), 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 _______, 2024 (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 other location as may be mutually agreed upon by the Underwriter and the City, the documents hereinafter mentioned on the Closing Date.
ITEM 12.1.
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4 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 Improvement Area No. 1 (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 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 Certificate; 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, and the City Continuing Disclosure Certificate 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 and under the headings “ IMPROVEMENT AREA NO. 1 – Development in Improvement Area No. 1,” 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 and under the headings “ IMPROVEMENT AREA NO. 1 – Development in Improvement Area No. 1 ,” as to which no view is expressed) as of its date is, true and correct in all ITEM 12.1.
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5 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 occurred and is continuing which, with the passage of time or the giving of notice, or both, would ITEM 12.1.
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6 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 necessary to make the statements therein, in the light of the circumstances under which they were ITEM 12.1.
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7 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 Improvement Area No. 1 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 12.1.
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8 P. At or prior to the Closing, the City will have duly authorized, executed and delivered the City Continuing Disclosure Certificate 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 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 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 ITEM 12.1.
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9 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 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 ITEM 12.1.
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10 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 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 ITEM 12.1.
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11 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;
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; ITEM 12.1.
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12 4. City Continuing Disclosure Certificate . The City Continuing Disclosure Certificate executed and delivered by the City;
5. 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 E 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;
6. 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 2024 BONDS” (other than by reference Appendix G – DTC and the Book-Entry Only System), “SECURITY FOR THE 2024 BONDS,” “LEGAL MATTERS” and in Appendices C and E 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 Improvement Area No. 1 of the Community Facilities District;
7. 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; ITEM 12.1.
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13 8. 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;
9. 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;
10. 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;
11. 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;
12. 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;
13. Opinion of Underwriter’s Counsel . An opinion of Kutak Rock LLP, counsel to the Underwriter, dated the date of the Closing, addressed to the Underwriter, in form and substance acceptable to the Underwriter;
14. Special Tax Consultant Certificate . A certificate, dated the Closing Date from Goodwin Consulting Group substantially in the form attached as Appendix F hereto;
15. 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;
16. 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;
17. 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;
18. Specimen Bonds. Copies of the Specimen Bonds;
19. Issue Price Certificate . An issue price certificate of the Underwriter in the form attached as Appendix J hereto;
20. 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 ITEM 12.1.
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14 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;
21. 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;
22. CDIAC Statements. Copies of filings with the California Debt and Investment Advisory Commission relating to the issuance of the Bonds;
23. Letter of Representations . A copy of the Blanket Letter of Representations to DTC relating to the Bonds signed by the City;
24. Certificate Regarding Preliminary Official Statement . Prior to and in connection with printing and distribution of the Preliminary Official Statement, (i) an executed certificate of the City and (ii) an executed certificate of Lennar Homes of California, LLC , a California limited liability company (the “Property Owner”) in the form under Appendix G hereto.
25. Property Owner Continuing Disclosure Certificate . Executed copies of the Continuing Disclosure Certificate (Developer) from the Property Owner in the form set forth under Appendix F of the Official Statement.
26. Property Owner Closing Certificate . An executed bring -down certificate from the Property Owner, dated as of the Closing Date, in form and substance as set forth in Appendix H hereto.
27. Property Owner Counsel Opinion . The opinion of counsel to the Property Owner, dated the Closing Date and addressed to the City and the Underwriter, in form and substance acceptable to the Underwriter and Bond Counsel.
28. Appraiser Closing Certificate. A certificate in form and substance as set forth in Appendix I hereto of Integra Realty Resources , the appraiser of the property within Improvement Area No. 1, dated as of the Closing Date.
29. 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 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 ITEM 12.1.
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15 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:
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 Certificate 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 J, 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 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 ITEM 12.1.
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16 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. 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 (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.
ITEM 12.1.
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17 (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 issue price of the Bonds, including, but not limited to, its agreement to comply with the hold- the-offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third- party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker -dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold -the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. 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 issue price of the Bonds, including, but not limited to, its agreement to comply with the hold -the-offering-price rule, if applicable to the Bonds.
F. The 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 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 ITEM 12.1.
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18 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, 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 9 0245 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, 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 ITEM 12.1.
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19 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 12.1.
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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 GRANTLINE 220 COMMUNITY FACILITIES DISTRICT NO. 2023-1 IMPROVEMENT AREA NO. 1 SPECIAL TAX BONDS, SERIES 2024 BONDS]
ITEM 12.1.
ATTACHMENT 5
A-1
APPENDIX A
$_______
CITY OF RANCHO CORDOVA
GRANTLINE 220 COMMUNITY FACILITIES DISTRICT NO. 2023-1
IMPROVEMENT AREA NO. 1
SPECIAL TAX BONDS
SERIES 2024
MATURITY SCHEDULE
Maturity
(September 1)
Principal
Amount
Interest
Rate Yield Price
10% Test
Satisfied*
10% Test
Not
Satisfied
Subject to
Hold-The-
Offering-Price
Rule
2025
2026
2027
2028
2029
2030
2031
2032
2033
20___
20__
20__
_________________________________
(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 12.1.
ATTACHMENT 5
B-1
APPENDIX B
OPINION OF SPECIAL COUNSEL
[Closing Date]
VIA OVERNIGHT MAIL
Piper Sandler & Co.
2321 Rosecrans Ave., Suite 3200
El Segundo, California 90245
City of Rancho Cordova
Grantline 220 Community Facilities District No. 2023-1
2729 Prospect Park Drive
Rancho Cordova, California 95670
Re: City of Rancho Cordova Grantline 220 Community Facilities District No. 2023-1 Improvement Area No. 1 Special Tax Bonds, Series 2024
Ladies and Gentlemen:
We have acted as counsel for the City of Rancho Cordova (the “City”) and the City of Rancho Cordova Grantline 220 Community Facilities District No. 2023-1 (the “Community Facilities District”), in connection with the purchase and sale of the City of Rancho Cordova Grantline 220 Community Facilities District No. 2023-1 Improvement Area No. 1 Special Tax Bonds, Series 2024 (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 _________ 1, 2024 (the “Fiscal Agent Agreement”) by and between the City and U.S. Bank Trust Company, National Association, as fiscal agent (the “Fiscal Agent”) , the City Continuing Disclosure Certificate, dated [Closing Date], executed by the City (the “City Continuing Disclosure Certificate”), the Preliminary Official Statement, dated [POS Date], relating to the Bonds (the “Preliminary Official Statement”), the Official Statement, dated [BPA Date], relating to the Bonds (the “Official Statement”), Resolution No. ______ adopted by the City Council of the City on August 21 , 2024 (“Bond Resolution”), and such other documents, certificates, records and papers as we have deemed necessary to render the below opinions.
The Bonds, Fiscal Agent Agreement, Purchase Agreement, and the City Continuing Disclosure Certificate , 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, certificates, records and papers we have reviewed; and (d) compliance with all covenants and agreements contained in such documents.
ITEM 12.1.
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B-2
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 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;
ITEM 12.1.
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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
ITEM 12.1.
ATTACHMENT 5
C-1
APPENDIX C
CITY OF RANCHO CORDOVA
GRANTLINE 220 COMMUNITY FACILITIES DISTRICT NO. 2023-1
IMPROVEMENT AREA NO. 1
SPECIAL TAX BONDS
SERIES 2024
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 Grantline 220 Community Facilities District No. 2023-1 (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 (the “Bond Purchase Agreement”), dated [BPA Date], 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 and under the headings “ IMPROVEMENT AREA NO. 1 – Development in Improvement Area No. 1,” 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 and under the headings “ IMPROVEMENT AREA NO. 1 – Development in Improvement Area No. 1 ,” as to which no view is expressed) as of its date was and as of the date ITEM 12.1.
ATTACHMENT 5
C-2
hereof 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; (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 and under the headings “ IMPROVEMENT AREA NO. 1 – Development in Improvement Area No. 1 ,” 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:
ITEM 12.1.
ATTACHMENT 5
D-1
APPENDIX D
CITY OF RANCHO CORDOVA
GRANTLINE 220 COMMUNITY FACILITIES DISTRICT NO. 2023-1
IMPROVEMENT AREA NO. 1
SPECIAL TAX BONDS
SERIES 2024
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 _________ 1, 2024 (the “Fiscal Agent Agreement”) by and between the City and the Bank, as fiscal agen t. 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 ITEM 12.1.
ATTACHMENT 5
D-2
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; (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
ITEM 12.1.
ATTACHMENT 5
E-1
APPENDIX E
FISCAL AGENT’S COUNSEL OPINION
[Closing Date]
City of Rancho Cordova
Grantline 220 Community Facilities District No. 2023-1
Rancho Cordova, California
Piper Sandler & Co.
El Segundo, California
Re: City of Rancho Cordova Grantline 220 Community Facilities District No. 2023-1 Improvement Area No. 1 Special Tax Bonds, Series 2024 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 __________ 1, 2024 (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.
ITEM 12.1.
ATTACHMENT 5
E-2
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,
ITEM 12.1.
ATTACHMENT 5
F-1
APPENDIX F
CITY OF RANCHO CORDOVA
GRANTLINE 220 COMMUNITY FACILITIES DISTRICT NO. 2023-1
IMPROVEMENT AREA NO. 1
SPECIAL TAX BONDS
SERIES 2024
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 [BPA Date], for the City of Rancho Cordova Grantline 220 Community Facilities District No. 2023- 1 (the “Community Facilities District”) Improvement Area No. 1 Special Tax Bonds, Series 2024 (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 _________ 1, 2024 (the “Fiscal Agent Agreement”) by and between the City and U.S. Bank Trust Company, National Association, as 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 2023-24 (subject to inflation at 2.00% per Fiscal Year effective for Fiscal Year 202 4-25)), would generate at least 110% of the Annual Debt Service payable with respect to the 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 2024 BONDS – Special Taxes and – Special Tax Formula ,” “IMPROVEMENT AREA NO. 1 ,” “CONTINUING DISCLOSURE,” “APPENDIX A,” 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 material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading.
ITEM 12.1.
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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:
ITEM 12.1.
ATTACHMENT 5
G-1
APPENDIX G
CITY OF RANCHO CORDOVA
GRANTLINE 220 COMMUNITY FACILITIES DISTRICT NO. 2023-1
IMPROVEMENT AREA NO. 1
SPECIAL TAX BONDS
SERIES 2024
CERTIFICATE OF PROPERTY OWNER
[POS Date]
City of Rancho Cordova
Grantline 220 Community Facilities District No. 2023-1
2729 Prospect Park Drive
Rancho Cordova, California 95670
Piper Sandler & Co.
2321 Rosecrans Ave., Suite 3200
El Segundo, California 90245
The undersigned certifies and represents that he or she is duly authorized on behalf of Lennar Homes of California, LLC , a California limited liability company (the “ Property Owner ”), to execute and deliver this Certificate of Property Owner (this “ Certificate”) in connection with the issuance, sale and delivery by the City of Rancho Cordova Grantline 220 Community Facilities District No. 2023-1(the “ Community Facilities District ”) of the Bonds captioned above (the “Bonds”).
Capitalized terms used but not defined in this Certificate have the same meaning s as are set forth in the Bond Purchase Agreement with respect to the Bonds between Piper Sandler & Co., as underwriter (the “Underwriter”), and the City.
As used in this Certificate, the phrase “ Actual Knowledge of the Undersigned ” means the actual knowledge (as opposed to constructive) that the undersigned currently has as of the date of this Certificate or has obtained through (i) interviews with such current officers and responsible employees of the Property Owner as the undersigned has reasonably determined are likely, in the ordinary course of his or her respective duties, to have knowledge of the matters set forth in this Certificate, and/or (ii) review of documents reasonably available to the undersigned and which the undersigned has reasonably deemed necessary for the undersigned to obtain knowledge of the matters set forth this Certificate. The undersigned has not conducted any extraordinary inspection or inquiry other than such inspections or inquiries as are prudent and customary in connection with the ordinary course of the Property Owner’s current business and operations. The undersigned has not contacted individuals who are no longer employed by the Property Owner.
As used in this Certificate, the term “ Relevant Entity” of the Property Owner means any other Person (i) who presently directly or indirectly through one or more intermediaries , is currently controlling, controlled by, or under common control with the Property Owner, and (ii) about whom ITEM 12.1.
ATTACHMENT 5
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information is material to potential investors in their evaluation of Improvement Area No. 1 of the Community Facilities District and investment decision regarding the Bonds (including without limitation information relevant to Property Owner’s proposed development of the Property (defined herein), or to the Property Owner’s ability to pay the Special Taxes on the portion of the Property then-owned by the Property Owner (to the extent the responsibility of the Property Owner) prior to delinquency). As used in this Certificate, the term “ Person” means an individual, a corporation, a partnership, a limited liability company, an association, a joint stock company, a trust, any unincorporated organization, or a government or political subdivision thereof. For purposes hereof, the term “control” (including the terms “controlling,” “controlled by,” or “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.
As used in this Certificate, the term “ Property” means the real property currently owned by the Property Owner within Improvement Area No. 1 of the City of Rancho Cordova Grantline 220 Community Facilities District No. 2023-1 (the “ Community Facilities District ”), as further described in the Preliminary Official Statement.
The undersigned certifies that he or she is familiar with the facts set forth in this Certificate, and further hereby certifies , to the Actual Knowledge of the Undersigned, as follows, as an authorized offer or representative of Property Owner:
(1) The Property Owner has been duly organized and validly exists in good standing under the laws of the State of California and has or will have prior to the Closing, as required, all requisite limited partnership right, power and authority:
(i) to execute and deliver this Certificate,
(ii) to execute and deliver the Continuing Disclosure Certificate (Developer) at Closing,
(iii) to own, develop and sell the Property, as described in the Preliminary Official Statement,
(iv) to carry on its business as described in the Preliminary Official Statement, and
(v) to perform its obligations under the Continuing Disclosure Certificate (Developer).
(2) The Property Owner agrees to execute at Closing the Continuing Disclosure Certificate (Developer) substantially in the form attached to the Preliminary Official Statement under Appendix F, with such additional changes as may be agreed upon by the Underwriter, Bond Counsel and the Property Owner.
(3) Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge of the Undersigned, Property Owner is not aware of any material failures by it or any entity under managerial control of Property Owner to comply in all material respects with previous continuing disclosure undertakings in a written certificate or agreement ITEM 12.1.
ATTACHMENT 5
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executed by it to provide periodic continuing disclosure reports or notices of material events respecting securities offerings in California within the past five (5) years. (4) To the Actual Knowledge of the Undersigned, execution and delivery of the Continuing Disclosure Certificate (Developer), and the performance by the Property Owner of its obligations under the Continuing Disclosure Certificate (Developer), will not conflict with or constitute a breach of or default under any loans, lines of credit, agreements, or other contractual or financial obligations of the Property Owner, or any applicable law, regulation, judgment or decree.
(5) To the Actual Knowledge of the Undersigned, neither the Property Owner nor any of its Relevant Entities is currently in material default on any loans, lines of credit, credit agreements, or other material contractual or financial obligations, or in breach of any applicable law, regulation, judgment or decree, and no event has occurred and is continuing that would constitute such a default or breach, the result of which could reasonably be expected to materially and adversely affect the ability of the Property Owner:
(i) to own, develop and sell the Property, as described in the Preliminary Official Statement,
(ii) to pay the Special Taxes on the portion of the Property then-owned by the Property Owner (to the extent the responsibility of the Property Owner) prior to delinquency,
(iii) to carry on its business as described in the Preliminary Official Statement, or
(iv) to perform its obligations under the Continuing Disclosure Certificate (Developer).
(6) Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge of the Undersigned, the Property Owner has not assumed any obligations under any loans, lines of credit, credit agreements, or other material contractual or financial obligations, or any applicable judgment or decree, which could reasonably be expected to materially and adversely affect the ability of the Property Owner:
(i) to acquire, own, develop and sell the Property, as described in the Preliminary Official Statement,
(ii) to pay the Special Taxes on the portion of the Property then-owned by the Property Owner (to the extent the responsibility of the Property Owner) prior to delinquency
(iii) to carry on its business as described in the Preliminary Official Statement, or
(iv) to perform its obligations under the Continuing Disclosure Certificate (Developer).
ITEM 12.1.
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(7) Except as described in the Preliminary Official Statement, the Property Owner does not have any loans outstanding and unpaid and no lines of credit that are secured by the Property.
(8) Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge of the Undersigned, neither the Property Owner nor any of its Relevant Entities is currently in default in, or, in the last five (5) years, has ever defaulted to any material extent in, the payment of special taxes or assessments in connection with the Community Facilities District or any other community facilities districts or assessment districts in California that was not cured prior to the commencement of a foreclosures action against the delinquent Property Owner of Relevant Entity in a court of law.
(9) Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge of the Undersigned, there is no litigation, inquiry, investigation or administrative proceeding, before or by any court, regulatory agency, public board or body pending against the Property Owner (with service of process to the Property Owner having been accomplished), or to the Actual Knowledge of the Undersigned, overtly threatened in writing against the Property Owner, or to the Actual Knowledge of the Undersigned, pending (with service of process to such Relevant Entity having been accomplished) or overtly threatened in writing against any Relevant Entity of the Property Owner, in each case which, if successful, could reasonably be expected to:
(i) materially and adversely affect the ability of the Property Owner to acquire, own, develop and sell the Property, as described in the Preliminary Official Statement,
(ii) materially and adversely affect the ability of the Property Owner to pay the Special Taxes on the portion of the Property then -owned by the Property Owner (to the extent the responsibility of the Property Owner) prior to delinquency, (iii) materially and adversely affect the ability of the Property Owner to carry on its business as described in the Preliminary Official Statement, (iv) materially adversely affect the ability of the Property Owner to perform its obligations under the Continuing Disclosure Certificate (Developer), (v) challenge, question the validity or enforceability of, or restrain or enjoin the performance of, the Special Taxes, the Bonds, the Resolution, the Fiscal Agent Agreement, the Continuing Disclosure Certificate (Developer), or the Bond Purchase Agreement, or
(vi) restrain or enjoin collection of Special Taxes or other sums to be pledged to pay the principal of and interest on the Bonds.
(10) Except as disclosed in the Preliminary Official Statement or in this Certificate:
(i) the Property Owner and, to the Actual Knowledge of the Undersigned, its Relevant Entities, are able to pay their respective bills as they become due; ITEM 12.1.
ATTACHMENT 5
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(ii) neither the Property Owner nor, to the Actual Knowledge of the Undersigned, any of its Relevant Entities, has filed for bankruptcy or been declared bankrupt in the last 10 years; and
(iii) to the Actual Knowledge of the Undersigned, neither the Property Owner nor any of its Relevant Entities has any proceedings pending against it (with service of process to the Property Owner having been accomplished) or overtly threatened in writing in which the Property Owner or any of its Relevant Entities may be adjudicated as bankrupt, become the debtor in a bankruptcy proceeding, be discharged from any or all of its respective debts or obligations, be granted an extension of time to pay its respective debts or obligations, or be granted a reorganization or readjustment of its respective debts or obligations. (11) As of the date hereof, to the Actual Knowledge of the Undersigned, the information in the sections of the Preliminary Official Statement entitled “IMPROVEMENT AREA NO. 1 – Development in Improvement Area No. 1,” “OWNERSHIP OF PROPERTY WITHIN IMPROVEMENT AREA NO. 1”, and “CONTINUING DISCLOSURE – Lennar Homes,” concerning the Property Owner, its Relevant Entities, ownership of the Property, the Property Owner’s development and financing plans, and the Property Owner’s contractual arrangements (but excluding any information cited as coming from a source other than the Property Owner), is true and correct in all material respects, and contains no untrue statement of a material fact and does not omit any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(12) Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge of the Undersigned, the Property Owner has not submitted an application for, nor received actual notice of,
(i) the formation or authorization of any other assessment district or community facilities district that would include any portion of the Property, or (ii) the authorization or issuance of any debt secured by an assessment or another special tax to be levied on any portion of the Property, other than the Special Tax.
(13) Except as set forth in the Preliminary Official Statement, to the Actual Knowledge of the Undersigned, there are no claims, disputes, lawsuits, actions or contingent liabilities of or against the Property Owner or its Relevant Entities, or among, by or between the Property Owner and any contractors working on the development of the Property, which is reasonably likely to materially and adversely affect the ability of the Property Owner to:
(i) own, develop and sell the Property, as described in the Preliminary Official Statement,
(ii) pay the Special Taxes on the portion of the Property then -owned by the Property Owner (to the extent the responsibility of the Property Owner) prior to delinquency,
ITEM 12.1.
ATTACHMENT 5
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(iii) carry on its business as described in the Preliminary Official Statement, or
(iv) perform its obligations under the Continuing Disclosure Certificate (Developer).
(14) An appraisal of the taxable properties within Improvement Area No. 1 of the Community Facilities District dated _______, 2024 (the “Appraisal Report”), with a date of value of October 2, 2024 (the “Date of Value”), was prepared by Integra Realty Resources, Rocklin, California (the “ Appraiser”). The Appraisal Report estimates the market value of the taxable properties within Improvement Area No. 1 of the Community Facilities District as of the Date of Value. To the Actual Knowledge of the Undersigned, all information submitted by, or on behalf of and authorized by, the Property Owner to the Appraiser and contained in the sections of the Appraisal Report highlighted in yellow in Exhibit A attached hereto was true and correct in all material respects as of the Date of Value. (15) The Property Owner covenants that, while the Bonds or any refunding obligations related thereto are outstanding, the Property Owner will not bring any action, suit, proceeding, inquiry or investigation at law or in equity, before any court, regulatory agency, public board or body, that in any way:
(i) seeks to challenge or overturn the formation of the Community Facilities District,
(ii) seeks to challenge the adoption of the ordinance levying Special Taxes within Improvement Area No. 1 of the Community Facilities District, (iii) seeks to invalidate the Community Facilities District or any of the Bonds or any refunding obligations relating thereto, or
(iv) seeks to invalidate the special tax liens of Improvement Area No. 1 of the Community Facilities District imposed under Section 3115.5 of the Streets and Highways Code based on recordation of the notices of special tax lien relating thereto.
The foregoing covenant shall not prevent the Property Owner in any way from bringing any other action, suit, proceeding, inquiry or investigation at law or in equity before any court, regulatory agency, public board or body, relating to the following:
(a) a claim that the Special Tax has not been levied in accordance with the Rate and Method,
(b) the application or use of the Special Taxes levied and collected, or (c) the enforcement of the obligations of the City or the Community Facilities District under the Fiscal Agent Agreement or any agreements between or among the Property Owner and its Relevant Entities, the City and/or the Community Facilities District or under which the Property Owner or its Relevant Entities is a party or beneficiary.
ITEM 12.1.
ATTACHMENT 5
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(16) The Property Owner has received a copy of the Rate and Method containing the Special Tax prepayment formula. The Property Owner acknowledges that any prepayment of the Special Taxes may only be made in accordance with the Rate and Method. (17) The Property Owner shall comply with the provision of the Mello -Roos Community Facilities Act of 1982, as amended, relating to the Notice of Special Tax described in California Government Code Section 53341.5 in connection with the sale of the Property.
(18) Based upon its current development plans, including, without limitation, its current budget and subject to economic conditions and risks generally inherent in the development of real property, including, but not limited to, the risks described in the Preliminary Official Statement under the sections entitled “BONDOWNERS’ RISKS” and “IMPROVEMENT AREA NO. 1” , to the Actual Knowledge of the Undersigned, the Property Owner anticipates that it will have sufficient funds to (i) complete the development and sale of the Property as described in the Preliminary Official Statement, and (ii) pay Special Taxes on the Property (to the extent the responsibility of the Property Owner) prior to delinquency.
However, no assurance can be given that sources of financing available to the Property Owner will be sufficient to complete the property development and home construction as currently anticipated and as described in the Preliminary Official Statement.
While the Property Owner has made such internal financing available in the past, there can be no assurance whatsoever of its willingness or ability to do so in the future. Neither the Property Owner nor any of its Relevant Entities has any legal obligation of any kind to make any such funds available or to obtain loans. Other than pointing out the willingness of the Property Owner to provide internal financing in the past, the Property Owner has not represented in any way that it will do so in the future. If and to the extent that internal financing and home sales revenues are inadequate to pay the costs to complete the Property Owner’s planned development in Improvement Area No. 1 of the Community Facilities District and other financing by the Property Owner is not put into place, there could be a shortfall in the funds required to complete the proposed development by the Property Owner and portions of the Property may not be developed.
(19) The Property Owner consents to the issuance of the Bonds. The Property Owner acknowledges and agrees that the proceeds of such Bonds will be used for the acquisition and construction of the improvements described in the Preliminary Official Statement. The Property Owner acknowledges that the costs to acquire and construct such improvements are estimates, and that any increase in costs in excess of the estimated costs relating to improvements will reduce the improvements which may be financed by the City, and neither the City, nor the Community Facilities District has any obligation to provide moneys to pay for any such costs other than from the proceeds of Bonds or Special Taxes. (20) During the period between the date of this Certificate and the Closing Date, if the Property Owner has actual knowledge of any event relating to or affecting the Property Owner, its Relevant Entities, or the acquisition, ownership, development or sale of the Property which the undersigned believes w ould cause the information under the captions of the Preliminary Official Statement indicated in Section 11 of this Certificate (and subject to the limitations and exclusions contained in Section 11 of this Certificate) to contain an untrue ITEM 12.1.
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statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Property Owner shall notify the City and the Underwriter and if, in the opinion of counsel to the City or the Underwriter, such event requires the preparation and publication of a supplement or amendment to the Preliminary Official Statement, such Property Owner shall reasonably cooperate with the City in the preparation of an amendment or supplement to the Preliminary Official Statement in form and substance satisfactory to counsel to the City and to the Underwriter.
(21) As a condition to the issuance of the Bonds, the Property Owner agrees to deliver a bring-down certificate, dated the Closing Date, in substantially the form attached as Appendix H to the Bond Purchase Agreement, to affirm and restate the Property Owner’s certifications, representations and covenants made in this Certificate. If any event related to or affecting the Property Owner, its Relevant Entities or the ownership, development or sale of the Property occurs, as a result of which it is necessary to modify the form of bring-down certificate, the Property Owner agrees to deliver at the time of issuance of the Bonds a new form of bring-down certificate revised to reflect such event. (22) The Property Owner acknowledges and agrees that:
(i) in connection with the purchase and sale of the Bonds under the Bond Purchase Agreement, and with the discussions, undertakings and procedures leading up to the consummation of the purchase and sale of the Bonds under the Bond Purchase Agreement, the Underwriter is and has been acting solely as principal and is not acting as the agent or fiduciary of the Property Owner, (ii) the Underwriter has not assumed a fiduciary responsibility in favor of the Property Owner with respect to (a) the offering of the Bonds contemplated hereby or the process leading thereto (whether or not the Underwriter, or any affiliate of the Underwriter, has advised or is currently advising the Property Owner on other matters), or (b) any other obligation to the Property Owner with respect to the offering contemplated by the Bond Purchase Agreement, and (iii) the Property Owner has consulted its own legal, financial and other advisors to the extent it has deemed appropriate in connection with the offering of the Bonds contemplated by the Bond Purchase Agreement.
(23) On behalf of the Property Owner, the undersigned has reviewed the contents of this Certificate and has consulted with counsel regarding the meaning of its contents. The Property Owner acknowledges and understands that a variety of state and federal laws, including but not limited to the Securities Act of 1933, as amended, and Rule 10b -5 promulgated under the Securities Exchange Act of 1934, as amended, may apply to the Property Owner, and that under some circumstances certification as to the matters set forth in this Certificate, without additional disclosures or other action, may not fully discharge all duties and obligations of the Property Owner under such laws.
[Remainder of Page Intentionally Blank; Signature Page Follows] ITEM 12.1.
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The undersigned has executed this Certificate solely in his or her capacity as an authorized officer or representative of the Property Owner and he or she will have no personal liability arising from or relating to this Certificate. Any liability arising from or relating to this Certificate may only be asserted against the Property Owner.
LENNAR HOMES OF CALIFORNIA, LLC,
a California limited liability company
By:
Its:
By:
ITEM 12.1.
ATTACHMENT 5
G-10
EXHIBIT A
EXCERPTS FROM THE APPRAISAL REPORT
(to be attached)
ITEM 12.1.
ATTACHMENT 5
H-1
APPENDIX H
$______
CITY OF RANCHO CORDOVA
GRANTLINE 220 COMMUNITY FACILITIES DISTRICT NO. 2023-1
IMPROVEMENT AREA NO. 1
SPECIAL TAX BONDS
SERIES 2024
BRING-DOWN CERTIFICATE OF PROPERTY OWNER
Dated: [Closing Date]
City of Rancho Cordova
Grantline 220 Community Facilities District No. 2023-1
2729 Prospect Park Drive
Rancho Cordova, California 95670
Piper Sandler & Co.
2321 Rosecrans Ave., Suite 3200
El Segundo, California 90245
The undersigned certifies and represents that he or she is duly authorized , on behalf of Lennar Homes of California, LLC , a California limited liability company (the “Property Owner”), to execute and deliver this Bring -Down Certificate of Property Owner (this “ Bring-Down Certificate”) in connection with the issuance, sale and delivery by the City of Rancho Cordova Grantline 220 Community Facilities District No. 2023-1(the “ Community Facilities District ”) of the Bonds captioned above (the “Bonds”).
This Bring- Down Certificate is delivered pursuant to the Bond Purchase Agreement with respect to the Bonds dated [BPA Date], between Piper Sandler & Co., as underwriter, and the City (the “Purchase Agreement”).
In connection with the distribution of the Preliminary Official Statement relating to the Bonds, the Property Owner executed a Certificate of Property Owner dated [POS Date] (the “Certificate”).
Capitalized terms used but not defined in this Bring- Down Certificate have the same meanings as set forth in the Purchase Agreement and the Certificate.
The undersigned, on behalf of the Property Owner, further certifies as follows:
(1) The undersigned is familiar with the facts certified in the Certificate and this Bring - Down Certificate, and is authorized and qualified to certify the same as an authorized officer or representative of the Property Owner.
(2) The undersigned has received the final Official Statement relating to the Bonds (the “Final Official Statement”).
ITEM 12.1.
ATTACHMENT 5
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(3) Each statement made in the Certificate is affirmed and restated as if made on the date hereof; provided that each statement made in the Certificate referring to the Preliminary Official Statement is affirmed as it relates to the final Official Statement dated [BPA Date] and relating to the Bonds (the “Final Official Statement”).
(4) To the Actual Knowledge of the Undersigned, no event has occurred since the date of the Preliminary Official Statement that has, in any material way, adversely affected the statements and information described in Section 11 of the Certificate (and subject to the limitations and exclusions contained in Section 11 of the Certificate) relating to the Property Owner, its Relevant Entities, ownership of the Property, the Property Owner’s development and financing plans, and the Property Owner’s contractual arrangements (but excluding any information cited as coming from a source other than the Property Owner), which should be disclosed in the Final Official Statement for the purposes for which it is to be used in order to make such statements and information contained in the Final Official Statement not misleading in any material respect. (5) For a period of 25 days after the Closing Date, if the undersigned has actual knowledge of any event relating to or affecting the Property Owner, its Relevant Entities, or the ownership, development or sale of the Property which could cause the information under the captions of the Final Official Statement indicated in Section 11 of the Certificate (and subject to the limitations and exclusions contained in Section 11 of the Certificate) to contain an untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Property Owner shall notify the City and the Underwriter and if, in the opinion of counsel to the City or the Underwriter, such event requires the preparation and publication of a supplement or amendment to the Final Official Statement, the Property Owner shall reasonably cooperate with the City in the preparation of an amendment or supplement to the Final Official Statement in form and substance satisfactory to counsel to the City and to the Underwriter.
(6) The Property Owner has duly executed and delivered the Continuing Disclosure Certificate (Developer).
[Remainder of Page Intentionally Blank; Signature Page Follows] ITEM 12.1.
ATTACHMENT 5
H-3
The undersigned has executed this Bring -Down Certificate solely in his or her capacity as an authorized officer or representative of the Property Owner and he or she will have no personal liability arising from or relating to this Bring-Down Certificate. Any liability arising from or relating to this Bring-Down Certificate may only be asserted against the Property Owner.
LENNAR HOMES OF CALIFORNIA, LLC,
a California limited liability company
By:
Its:
By:
ITEM 12.1.
ATTACHMENT 5
I-1
APPENDIX I
CITY OF RANCHO CORDOVA
GRANTLINE 220 COMMUNITY FACILITIES DISTRICT NO. 2023-1
IMPROVEMENT AREA NO. 1
SPECIAL TAX BONDS
SERIES 2024
CERTIFICATE OF APPRAISER
Integra Realty Resources (the “Appraiser”), Sacramento, California prepared an appraisal of the properties within Improvement Area No. 1 of the City of Rancho Cordova Grantline 220 Community Facilities District No. 2023-1 (the “Community Facilities District”) dated ______, 2024 (the “Appraisal”). The Appraisal is described and summarized in the Preliminary Official Statement dated [POS Date] (the “Preliminary Official Statement”) and the Official Statement dated [BPA Date] (the “Official Statement”), including as Appendix B thereto, relating to the bonds captioned above.
The Appraiser hereby certifies that, to the best of his knowledge and belief, all information with respect to the Appraisal in the Preliminary Official Statement and in the Official Statement was true and correct as of the date of the Appraisal and that the Appraiser is aware that acts and events may have occurred since the date of the Appraisal which could result in both positive and negative effects on market value; however, an updated Appraisal has not been completed as of this date.
The Appraiser hereby consents to the use of the Appraisal in connection with the distribution and use of the Preliminary Official Statement and Official Statement.
Dated: [Closing Date]
INTEGRA REALTY RESOURCES
By:
ITEM 12.1.
ATTACHMENT 5
J-1
APPENDIX J
$_______
CITY OF RANCHO CORDOVA
GRANTLINE 220 COMMUNITY FACILITIES DISTRICT NO. 2023-1
IMPROVEMENT AREA NO. 1
SPECIAL TAX BONDS
SERIES 2024
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 -the- offering-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.
(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.
ITEM 12.1.
ATTACHMENT 5
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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
ITEM 12.1.
ATTACHMENT 5
Schedule
SCHEDULE A
SALE PRICES
(Attached)
ITEM 12.1.
ATTACHMENT 5
Schedule
SCHEDULE B
PRICING WIRE OR EQUIVALENT COMMUNICATION
(Attached)
ITEM 12.1.
ATTACHMENT 5
MEMORANDUM
City Council Staff Report - Page 1 of 2
ITEM 12.2.
DATE: December 18, 2023
TO: Honorable Mayor and Council Members
FROM: Albert Stricker, Public Works Director
Kristine Courdy, Senior Civil Engineer
SUBJECT: CHASE DRIVE AMERICAN RIVER PARKWAY CONNECTION
PROJECT UPDATE
RECOMMENDATION
Receive the presentation and provide feedback.
RESULT OF RECOMMENDED ACTION
Staff would finalize the design of the Chase Drive American River Parkway Connection Project and prepare a solicitation for construction services for the summer of 2024.
BACKGROUND
The Chase Drive American River Parkway Connection Project (Project) proposes a Class I multi-use path along the east side of the roadway from the Chase/Coloma Plaza to the spur trail connecting to the American River Parkway (see Attachment 1 for the Project Area Map). In addition, the Project includes high-visibility crosswalks, pedestrian-scale lighting, and landscape restoration. The City applied for and successfully received $2.4 million from a Sacramento Area Council of Governments (SACOG) Maintenance and Modernization Grant for this important project.
The Project will provide the residents within the community a critical, high‐quality active transportation connection along Chase Drive. The Project will provide a regional non‐motorized route and support housing, education, recreation, and park and agricultural land uses along the corridor.
As part of the Project, an online survey was conducted in November 2022 with over 50 respondents and City staff held a community meeting on April 18, 2023, at Mills Middle School where about 10 residents attended and shared feedback. Staff will present the Project and proposed next steps.
FISCAL IMPACT AND FUNDING SOURCE
Funding for this project is captured in the Fiscal Year 2023-24 Capital Improvement Plan budget, funded by a $2.4 million SACOG Maintenance and Modernization Grant, Measure A Construction Fund, and Transportation Development Act Fund. There is no financial impact on the City's General Fund.
City Council Staff Report - Page 2 of 2
ATTACHMENT(S)
1. Project Area Map
2. Presentation
ITEM 12.2.
ATTACHMENT 1
1 Chase Drive American River
Parkway Project Update
Chase Drive American River
Parkway Project Update
December 18, 2023 City Council Meeting
CityOfRanchoCordova.org
ITEM 12.2.
ATTACHMENT 2
Presentation Goals
Project
Background
Project
Overview
Community
Engagement
Project
Timeline
Next Steps
ITEM 12.2.
ATTACHMENT 2
Background: City of Rancho Cordova Bicycle Master Plan
Project
Location
City of Rancho Cordova has a 26-mile
trail network
ITEM 12.2.
ATTACHMENT 2
Background: Chase Drive Master Plan
Chase Drive
North
North
ITEM 12.2.
ATTACHMENT 2
Chase Drive / Coloma Plaza
(Completed Feb 2020)
Current Project
Background: Chase Drive Master Plan
Soil Born Farms Parking Lot
(Completed Sept 2022)
Chase Drive
2020 Award Winner
North
ITEM 12.2.
ATTACHMENT 2
Project Overview
Segment 1:
Adjacent to Mills
Middle School
Segment 2:
Adjacent to Cordova
High School & CRPD
Segment 3:
Adjacent to
Hagan Park
• Establishes a dedicated bicycle and
p
edestrian facility from Coloma Road to
the American River Parkway Trail along
Chase Drive.
• City secured a $2.4M SACOG
Community Design Grant for the Project
PROJECT BUDGET:
Design Phase: $ 630,000 Construction Phase: $ 2,670,000
TOTAL Project Budget: $ 3,300,000
North
ITEM 12.2.
ATTACHMENT 2
Project Improvements
10-ft Multi-use Pathway for
Walking and BikingDecorative Pathway Lighting Tree
Preservation
Segment 1: Adjacent to Mills Middle School
ITEM 12.2.
ATTACHMENT 2
Project Improvements
Maintaining Existing
Sidewalk Where
Feasible
Segment 2: Adjacent to Cordova High School & CRPD
10-ft Multi-use Pathway for
Walking and BikingDecorative Pathway Lighting
ITEM 12.2.
ATTACHMENT 2
Project Improvements
12 – Foot Wide Pathway
per Sacramento County
Standards
Segment 3: Adjacent to Hagan Park
Tree
Replanting at
1:1 Ratio
Existing Driveway Elements
Provide Protection for New
Pathway
ITEM 12.2.
ATTACHMENT 2
On-Line Project Survey (Winter 2022) – Key Takeaways
People Enjoy Walking and Biking to Destinations along Chase Drive Bike Safety / Comfort Concerns Along Chase Drive
Bike Safety / Comfort Concerns in Hagan Park
Concerns with Bike Conflicts During School Drop Off
ITEM 12.2.
ATTACHMENT 2
On-Line Project Survey (Winter 2022) – Biking Destinations ITEM 12.2.
ATTACHMENT 2
On-Line Project Survey (Winter 2022) – Walking Destinations ITEM 12.2.
ATTACHMENT 2
Project Timeline
Dec 2021:
Start
Design
April 2023:
Community
Meeting
Summer
2024:
Begin
Construction
Spring
2024:
Complete
Final Plans
Dec 2023:
City Council
Presentation
2021 2022 2023 2024
Nov 2023:
Environmental
Permitting
Winter 2022:
Stakeholder Engagement /
Concept Plans Complete
May 2021:
$2.4M Grant
Received
Dec 2022:
Community
Survey
ITEM 12.2.
ATTACHMENT 2
14 NEXT STEPS
• Incorporate feedback into design
• Prepare final construction documents
• Construct project in Summer 2024
ITEM 12.2.
ATTACHMENT 2
MEMORANDUM
City Council Staff Report - Page 1 of 2
ITEM 12.3.
DATE: December 18, 2023
TO: Honorable Mayor and Council Members
FROM: Darcy Goulart, Planning Manager
SUBJECT: DISCUSSION AND POTENTIAL DIRECTION OF PLANNING
COMMISSIONER APPOINTMENTS AND QUALIFICATIONS
RECOMMENDATION
Receive a report on Planning Commission qualifications and two applications received to fill a vacant at-large member seat. Upon conclusion of the discussion and public comment, provide staff with any feedback or direction on the information presented and any future code amendments to Chapter 2.30 Planning Commission to address Council's direction and how to proceed with the two at-large applications received.
RESULT OF RECOMMENDED ACTION
Staff would present the Council with potential desired qualifications of the Planning Commission that would require code amendments to Chapter 2.30 Planning Commission. The Council could also direct staff to agendize for a future meeting the nomination and appointment of one of the two applicants to fill the vacant at-large seat or direct staff to reopen the application process once any specific qualifications are added to Chapter 2.30.
BACKGROUND
At the November 6, 2023, Regular City Council Meeting, the City Council directed staff to bring back a discussion item related to additional qualifications to be included in future applications for Planning Commissioners. This staff report will provide an overview of what the code currently says as it relates to qualifications, outline some potential qualifications and next steps.
DISCUSSION
Chapter 2.30 Planning Commission (Attachment 1) outlines various aspects of the Planning Commission. More specifically, Section 2.30.030 Application, appointments, and terms of office discusses the application period for vacant seats, which currently just states there shall be an application period of three (3) weeks to fill any vacant seat. This section also discusses how the Planning Commission is nominated and confirmed, as well as term limits. Additionally, five commissioners are nominated by individual members of the city council and confirmed by a majority vote. Each of these five seats coincides with the term of the Council Member that nominated that commissioner. The two at-large commission seats are nominated by any member of the City Council and confirmed by a majority vote. The terms of the at-large members are a term of four years.
City Council Staff Report - Page 2 of 2
The current qualifications for a position of Planning Commissioner include: must be at least 18 years of age, shall not be an elected or appointed official of another public entity whose jurisdiction includes any part of the City and shall reside within the incorporated boundaries of the City. Based upon brief comments at the November 6, 2023, City Council meeting made by the City Council during a call for future agenda items, there may be a desire for additional qualifications. This could be professional experience in a field closely related to development, including but not limited to land use or environmental professional, surveyor/engineer, designer, architect, building contractor, etc. If this is a desired qualification and not required, it could be included in applications for any vacant seat. However, if the Council wishes to make this a required qualification, staff would suggest only including it for the at-large positions.
In September of this year, a commissioner resigned, leaving one of the at-large seats vacant.
The vacant position was posted in mid-October and closed on November 6, 2023. Two applications were received to fill the one vacant at-large seat and those have been included as an attachment to this staff report. Based upon the discussion, the City Council could select one of those applicants to fill the vacant seat or could direct staff to modify the desired qualifications and reopen the application.
SUMMARY
Upon conclusion of the discussion and any public comment, staff will request the following direction from the City Council:
1. Incorporating additional desired or required qualifications into Chapter 2.30.
2. How to proceed with the two applications received to fill the vacant at-large seat.
FISCAL IMPACT AND FUNDING SOURCE
There is no fiscal impact.
ATTACHMENT(S)
1. Chapter 2.30 Planning Commission
2. At Large Planning Commission Applications
Chapter 2.30
PLANNING COMMISSION
Sections:
2.30.010 Establishment.
2.30.020 Membership.
2.30.030 Application, appointments, and terms of office.
2.30.040 Qualifications.
2.30.050 Removal from office.
2.30.060 Vacancies.
2.30.070 Duties and functions of the planning commission.
2.30.080 Rules.
2.30.090 Organization.
2.30.100 Meetings.
2.30.110 Voting.
2.30.120 Compensation.
Prior legislation: Ord. 18-2003.
2.30.010 Establishment.
Pursuant to Section 65100 of the Government Code of the state of California, there is hereby established a planning commission which shall have the powers and duties and serve the purposes enumerated in said Section 65100 and this chapter, and which shall have jurisdiction within the incorporated boundaries of the city of Rancho Cordova; provided, however: from the effective date of the ordinance codified in this section until March 1, 2023 (Phase 1), the planning commission shall only have the power to take action on the following applications, projects, approvals, permits and appeals related to:
A. Processing, considering, and approving tentative and final parcel maps under Chapter 22.20 RCMC.
B. Processing, considering, and approving major design review for new residential projects under RCMC
23.104.030 and Table 23.104-1.
The Rancho Cordova Municipal Code is current through Ordinance 6-2023, passed April 3, 2023.
Rancho Cordova Municipal Code Chapter 2.30 PLANNING COMMISSION Page 1 of 4 ITEM 12.3.
ATTACHMENT 1
C. All other planning commission responsibilities regarding applications, projects, approvals, permits, and appeals in the Rancho Cordova Municipal Code are suspended from the effective date of the ordinance codified in this section until March 1, 2023. During this time, all appeals which would otherwise be heard by the planning commission shall be heard by the city council.
And further provided, from March 1, 2023, until June 1, 2023 (Phase 2), in addition to all powers granted during Phase 1, the planning commission shall also have the power to take action on the following applications, projects, approvals, permits and appeals related to:
D. Processing, considering, and approving tentative and subdivision maps under Chapter 22.20 RCMC.
E. Processing, considering, and approving major design review for commercial and industrial projects under RCMC 23.104.030 and Table 23.104-1. [Ord. 15-2022 § 3; Ord. 2-2022 § 3 (Exh. A); Ord. 22-2021 § 3 (Exh. A); Ord. 5-2011 § 1; Ord. 56-2004 § 3].
2.30.020 Membership.
The planning commission shall consist of seven commission officers. [Ord. 2-2022 § 3 (Exh. A); Ord. 22-2021 § 3 (Exh. A)].
2.30.030 Application, appointments, and terms of office.
Appointments to the planning commission shall be made by the city council as follows:
A. An application period of three weeks shall be opened for any vacant planning commissioner seat. All applications shall be provided to individual members of the city council needing to fill the vacant seat for review and consideration for possible nomination.
B. Five commissioners shall be nominated by the individual members of the city council and confirmed by a majority vote prior to the first meeting of the council in February 2022. A commissioner’s term for those council seats up for re-election in 2024 shall coincide with the term of the councilmember that nominated that commissioner. A commissioner’s term for those council seats up for re-election in 2022 shall serve an initial two years. After the conclusion of the initial two-year term, the councilmember elected in 2022 shall have the ability to nominate a new commissioner for the remainder of the term if desired. Thereafter, following each election of the city council, re-elected or newly elected members of the council shall each nominate one member to serve on the planning commission within 90 days of taking office. All commissioners nominated by an individual member of the city council shall be confirmed by a majority vote of the city council.
C. Two commissioners shall be designated at-large members and shall be selected by the city council as a body from a pool of nominees. At-large members may be nominated by any member of the city council and confirmed by a majority vote prior to the first meeting of the council in February 2022. The term of the at-large commissioners will be terms of four years. [Ord. 2-2022 § 3 (Exh. A); Ord. 22-2021 § 3 (Exh. A)].
The Rancho Cordova Municipal Code is current through Ordinance 6-2023, passed April 3, 2023.
Rancho Cordova Municipal Code Chapter 2.30 PLANNING COMMISSION Page 2 of 4 ITEM 12.3.
ATTACHMENT 1
2.30.040 Qualifications.
Minimum qualifications for the position of planning commissioner are as follows:
A. Must be at least 18 years of age.
B. Shall not be an elected or appointed official of another public entity whose jurisdiction includes any part of the city.
C. Shall reside within the incorporated boundaries of the city of Rancho Cordova. [Ord. 2-2022 § 3 (Exh. A); Ord. 22-2021 § 3 (Exh. A)].
2.30.050 Removal from office.
A planning commissioner may be removed from office by the city council without cause, notice or hearing. [Ord. 2-2022 § 3 (Exh. A); Ord. 22-2021 § 3 (Exh. A)].
2.30.060 Vacancies.
Vacancies which occur within the commission shall be filled for the unexpired portions of the terms pursuant to RCMC
2.30.030. [Ord. 2-2022 § 3 (Exh. A); Ord. 22-2021 § 3 (Exh. A)].
2.30.070 Duties and functions of the planning commission.
The planning commission shall have the duties and functions as specified below.
A. Serve as the approval authority as specified in Chapter 23.104 RCMC; B. Promote public interest in, and understanding of, the general plan, specific plans, special planning areas, and regulations relating to such plans;
C. Consider and provide recommendations to the city council on amendments to the general plan, zoning code, specific plans and special planning areas;
D. Consider subdivision matters arising from the Subdivision Map Act and this code; E. Consider appeals of the community development director; F. Perform other powers and duties as directed by the city council. [Ord. 2-2022 § 3 (Exh. A); Ord. 22-2021 § 3 (Exh. A)].
2.30.080 Rules.
The planning commission shall adopt, subject to city council approval, rules of procedure which shall govern the conduct of hearings and other business of the commission. Copies of the rules shall be published and shall be available with the city clerk’s office. [Ord. 2-2022 § 3 (Exh. A); Ord. 22-2021 § 3 (Exh. A)].
The Rancho Cordova Municipal Code is current through Ordinance 6-2023, passed April 3, 2023.
Rancho Cordova Municipal Code Chapter 2.30 PLANNING COMMISSION Page 3 of 4 ITEM 12.3.
ATTACHMENT 1
2.30.090 Organization.
At the initial meeting of the commission, and annually thereafter at the first meeting of the calendar year for the commission, the members of the commission shall select a chairperson and vice-chairperson and shall determine the time, place, and frequency of regular meetings. [Ord. 2-2022 § 3 (Exh. A); Ord. 22-2021 § 3 (Exh.
A)].
2.30.100 Meetings.
The planning commission shall meet at least twice a month at a regularly scheduled time and date, and at other such times as the chairperson deems necessary to perform the duties of the commission. [Ord. 2-2022 § 3 (Exh.
A); Ord. 22-2021 § 3 (Exh. A)].
2.30.110 Voting.
Four members of the seven-member planning commission shall constitute a quorum, and a quorum is required for the commission to take action on any item on its agenda. [Ord. 2-2022 § 3 (Exh. A); Ord. 22-2021 § 3 (Exh.
A)].
2.30.120 Compensation.
A. Each member of the planning commission shall receive compensation for services as follows: Each member of the commission shall receive $75.00 compensation for each planning commission meeting attended, including regularly scheduled or special meetings.
B. The city may, at the discretion of the city manager, approve payment to a member for necessary and actual expenses incurred by a member acting in an official capacity as a member of the planning commission. [Ord. 2- 2022 § 3 (Exh. A); Ord. 22-2021 § 3 (Exh. A)].
The Rancho Cordova Municipal Code is current through Ordinance 6-2023, passed April 3, 2023.
Rancho Cordova Municipal Code Chapter 2.30 PLANNING COMMISSION Page 4 of 4 ITEM 12.3.
ATTACHMENT 1
From: City of Rancho Cordova
To: Planning Services
Subject: *NEW SUBMISSION* Planning Commission Application Date: Wednesday, November 1, 2023 11:05:57 PM
Planning Commission Application
Submission #: 2800090
IP Address:
Submission Date: 11/01/2023 11:05
Survey Time: 32 minutes, 12 seconds
You have a new online form submission.
Note: all answers displaying "*****" are marked as sensitive and must be viewed after your login.
Full Name
Elliott R.. Stevenson, Esq.
Home Address
Email Address
Date of Birth
Home Phone
Cell Phone
Occupation
Attorney At Law
Do you reside within the incorporated boundaries of the City of Rancho Cordova? Yes
Are you currently serving as an elected or appointed official of another public entity whose jurisdiction includes any part of the city? If so, please state the entity and your role.
No.
If selected, will you be able to attend evening meetings regularly and devote the time necessary to fulfill your duties as a member, including yearly training that may require travel? Yes.
The following questions will assist the City Council with evaluating your application and learning more about ITEM 12.3.
ATTACHMENT 2
your interest in becoming a Planning Commissioner.
In several paragraphs, please describe why would you like to be a planning commissioner. Please be as detailed as possible.
I would like to be a Planning Commissioner for the City of Rancho Cordova for many reasons, but I will highlight the two main influential aspects. The first reason is that I am a man of service, and I would like to serve my community.
The second reason is that I would like to be involved in the planning of a dynamic city that I have grown up in and have witnessed it’s many changes. I consider myself a service-based man who loves to serve and is most fulfilled when I have a purpose. My family comes from a long line of servicemen. My paternal grandfather served in the U.S.
Navy for more than 20 years. My maternal grandfather served in the USAF for more than 20 years. My father served in the U.S. Navy as a dentist. Coming from that line of tradition I decided to continue serving our country, and specifically the State of California by earning my commission in the California State Guard. Currently, I am a First Lieutenant JAG officer with the duty of assisting service men and women with estate planning prior to deployment.
My desire to be of service is strong, and I believe that serving on the planning commission will allow me to serve in a new and exciting way. The second reason that I would like to be a Planning Commissioner is that I was raised in Rancho Cordova and have seen it’s many changes over the years. I believe that I can offer a point of view that is unique. While growing up here, I attended Cordova Meadows Elementary School and Mills Middle School. After the 8th grade, my mother bought a home in Roseville, so the family relocated. However, I vowed to return to the city one day. The reason that I came back is that I wanted to help. I still remember going to the BX on Mather AFB, the Mills Little League parade, and Cordova Lanes. I think that Rancho Cordova has a lot to offer its citizens and the Sacramento Metropolitan Area. I would like to be a part of something important and part of a team that has proven success and positivity.
In several paragraphs, describe your interest and involvement in your neighborhood and the community as a whole. Please be specific and include examples.
I have been involved in my neighborhood and in the community in several different ways. The first and most important is being involved in my children’s education. I have one daughter at Cordova High School and one son at Williamson Elementary School. I am a part of the PTA at both of their schools. I have also donated school supplies and I participate in the community give-back program at the local Staples on Sunrise Boulevard. Together with a gentleman who used to be my little league coach at Mills Middle League, I founded a non-profit named, “I Love Rancho Cordova”. Our goal is to support the local elementary schools by donating school supplies. We also hope to establish an after-school program at either Mills Middle School or Mitchell Middle School. In the meantime, we have mentored several young men enrolled at Mitchell Middle School. I volunteer and donate to an annual BBQ hosted by the O.K. Program, a program of which I was a part of during my time at Cordova Meadows and Mills. The BBQ is usually at either Hagan Park or at Cordova High School and it acts as a reunion for numerous individuals associated with the City of Rancho Cordova. I have been a member of Saint John Vianney Catholic Church on Coloma Road since the late 1980’s and have donated time and volunteered at various events over the years. Most notably, I volunteered at their annual crab feed. For the past three years I have donated a Thanksgiving dinner to a family in need. I volunteered to coach my son's little league baseball team during his T-Ball year at Rancho Cordova Little League. My interest in the neighborhood and community is strongest in the Coloma Road area. My law office is located on Lincoln Village Drive and I offer paid and pro bono services for those in need from the City of Rancho Cordova, specifically. I have volunteered at the Capitol Air Show numerous times being a security guard on the flight line. Owner of Adopt-A-Highway locations on U.S. 50 East and West.
In several paragraphs, what do you like best about being a resident of the City of Rancho Cordova? Please be specific and include examples.
I like so many things about being a resident of the City of Rancho Cordova, it is hard to narrow it down to just one aspect. One of the best parts of being a resident of the City of Rancho Cordova is the ability to be a part of the history and tradition. My family came to the city in the 1960's when my grandfather was stationed at Mather AFB.
My mother, aunts, and uncles attended elementary, middle, and high school here in Rancho Cordova. I have heard many stories over the years about Rancho Cordova's past. I feel blessed that now I am experienced and educated enough to give something back to the city and to make my own mark. Aside from the intrinsic values, one of my ITEM 12.3.
ATTACHMENT 2
favorite parts of the city is the American River. There is truly nothing like it in the Sacramento region. I like to just hang out by the water, or take a float during the 100 degree weather. My kids especially like to walk down by the banks and see the fish and the wildlife. Another aspect I love about the city is the culture and diversity. In the area that I am in, as you may well know, everyone comes from their various elementary schools, on to the two middle schools, and then on to Cordova to become Lancers. I love the comradery that is built during that process. I also love all of the different ethnic backgrounds that the city has to offer. The other great part about the city is that it also offers new construction and new businesses for those interested in something new. I appreciate the older part of Rancho Cordova, but also I appreciate the new areas as well. Although I do not live in the newer area, I am fond of the new growth and opportunity there. I also like the availability of the Light Rail system here. I used to commute to and from downtown Sacramento every day prior to becoming an attorney. It was beneficial to be able to ride the train to avoid traffic and parking. The last thing that I like the best about the city is the hard work ethic that is instilled here.
Attach a copy of your resume.
Elliott R. Stevenson Resume.pdf
I declare, under penalty of disqualification and termination, that all statements in this application are true and complete to the best of my knowledge.
Applicant's Signature
Elliott R.. Stevenson, Esq.
Date
11/01/2023 12:00 AM
Thank you,
City of Rancho Cordova
This is an automated message generated by Granicus. Please do not reply directly to this email.
ITEM 12.3.
ATTACHMENT 2
Elliott Stevenson, Esq.
Attorney at Law
PROFILE
Results based, effective and passionate advocate. Dedicated, compassionate and motivated.
EXPERIENCE
Associate Attorney — Abramson Labor Group
2023 — Present
Workers’ compensation applicant’s attorney.
Founder — I Love Rancho Cordova
2022 — Present
President of a 501(c)3 with the goal of educational support and city pride.
Owner — The Stevenson Law Office
2021 — Present
Solo practitioner.
1st Lieutenant Judge Advocate — California State Guard
2021 — Present
Responsible for preparing various documents for soldiers prior to deployment.
Chief Financial Officer — The Jerry Manuel Foundation
2016 — Present
Legal compliance with non-profit local, state, and federal laws.
Board of Directors — Sacramento Masonic Building Association 2016 — Present
Legal affairs, public relations, and office management Director.
Analyst — California Department of Transportation
2008 — 2018
Legislative affairs liaison and budget analyst.
VOLUNTEERISM
California Department of Transportation — Adopt-A-Highway Program 2021 — Present
Two trash removal sites. One located on U.S. Highway 50 East between Mather Field Road and Zinfandel Road, and one on U.S. Highway West between Sunrise Boulevard and Zinfandel Drive.
EDUCATION
California State University Sacramento, Bachelors of Arts — 2008 Lincoln Law School of Sacramento, Juris Doctorate — 2016 ITEM 12.3.
ATTACHMENT 2
BAR ADMISSIONS
California Supreme Court — 2021
United States District Court, Eastern District of California —2022 United States Court of Appeals, Ninth Circuit — 2022
MEMBERSHIPS
American Bar Association
California Lawyers Association
Sacramento County Bar Association
Wiley Manuel Bar Association of Sacramento
National, California, and Sacramento Association of Realtors California State University, Sacramento, Alumni Association Kappa Alpha Psi Fraternity, Inc.
Prince Hall Free and Accepted Masonry
ITEM 12.3.
ATTACHMENT 2
From: City of Rancho Cordova
To: Planning Services
Subject: *NEW SUBMISSION* Planning Commission Application Date: Friday, November 3, 2023 10:40:08 AM
Planning Commission Application
Submission #: 2803087
IP Address:
Submission Date: 11/03/2023 10:40
Survey Time: 36 minutes, 49 seconds
You have a new online form submission.
Note: all answers displaying "*****" are marked as sensitive and must be viewed after your login.
Full Name
Tegan Knifton
Home Address
Email Address
Date of Birth
Home Phone
Cell Phone
Occupation
Regional Workforce Development Manager
Do you reside within the incorporated boundaries of the City of Rancho Cordova? Yes
Are you currently serving as an elected or appointed official of another public entity whose jurisdiction includes any part of the city? If so, please state the entity and your role.
Board Member, Community Enhancement & Investment Fund Citizen Oversight Board If selected, will you be able to attend evening meetings regularly and devote the time necessary to fulfill your duties as a member, including yearly training that may require travel? Yes
The following questions will assist the City Council with evaluating your application and learning more about ITEM 12.3.
ATTACHMENT 2
your interest in becoming a Planning Commissioner.
In several paragraphs, please describe why would you like to be a planning commissioner. Please be as detailed as possible.
Council Members, I am grateful for the opportunity to be considered for the open Planning Commission seat. I have been a Rancho Cordova resident since 2010 and while I was born and raised in Carmichael, where the rest of my extended family has lived since the 1940’s and continues to reside, I have fallen in love with Rancho Cordova and intend to remain a Rancho Cordova resident for years to come. I believe that in order to create positive and lasting change, and to make a difference, we have to get involved. A seat on the Planning Commission means an opportunity to help shape what the City will look like in another 20 years, and is a way to use my knowledge, skills, expertise, and experience to give back to the City. As a resident with children attending Navigator Elementary, Mitchell Middle School, and Cordova High School, I am deeply embedded in our community through the school system and want Rancho Cordova to be a place my children love as much as I do, and where they are proud to call their hometown. I’d like to be a Planning Commissioner because of my passion for economic development and ensuring equitable opportunities for our residents. A role on the Planning Commission will allow me to offer a unique voice and perspective, representing women, parents of school-aged children, and a complimentary and diverse combination of experience with businesses of all sizes as well as non-profit organizations. It’s also important to demonstrate to my family, friends, and community that we must be involved where we work, live, learn, stay, and play. Rancho Cordova has offered so much to the community with the organizations and resources we have, but I believe there is more we can do. I want to be part of shaping Rancho Cordova into the City we intend to be, as a vacation destination, a technology and innovation hub, and as THE place people in the region want to live.
In several paragraphs, describe your interest and involvement in your neighborhood and the community as a whole. Please be specific and include examples.
My interest and involvement in the community has been extensive. I am an active resident of Somerset Ranch, having applied for micro grants on behalf of my neighborhood for 4th of July and Halloween events, supported by Measure H. I have served on Navigator Elementary’s PTA board, School Site Council, FCUSD District Advisory Council and Budget Advisory Councils, and Mitchell Middle School’s PTSO and Music Boosters. I served for two years on the Sacramento Children/s Museum board of directors and currently serve as board president of the Community Enhancement and Investment Fund Citizen Oversight Board (my term will end next year). I actively attend River City Christian, having been a member for years, and am intentional about supporting Rancho Cordova businesses with my time and dollars. I have been involved in the City’s Development Services Team and weekly meetings since its inception, offering prospective business owners an opportunity to connect with a variety of departments at once, making the process easier and ensuring our businesses are well informed and well connected. In addition to regularly participating in Kids Day in the Park, I-Fest, the PAL Holiday Run, State of the City, the summer concert series, and more, my kids are also actively involved. This year one of my daughters participated in a Speech & Debate course offered at City Hall through the Suvhida Foundation, a Youth Environmental Leadership camp at Splash, and PAL Digital Forensics camp at the Youth Center. My son volunteered over the summer with the Sierra Service Project, making improvements to homes in Rancho Cordova through Day of Service and participated in a Summer at City Hall internship opportunity. Two of my kids swim for the Cordova Blue Marlins swim team, have been members of a Rancho Cordova Girl Scout troop for six years, and we all regularly visit the MACC for classes and art shows. We are Rancho proud.
In several paragraphs, what do you like best about being a resident of the City of Rancho Cordova? Please be specific and include examples.
What I like best about being a resident of Rancho Cordova can be summarized into two things: first, the sense of community and loyalty that exists in Rancho Cordova, and second, the diversity. I tell people all the time that regardless of how well the team is playing that year, there is nothing like a Cordova High football game. The community pride and support is unmatched. You hear stories like how there is a custodian at Cordova who graduated from the school and has worked there now for decades, and those stories are not unique. People stay in Rancho because they love Rancho. I also tell friends and family all the time that living in Rancho Cordova and sending my kids to our public schools has offered them a variety of experiences and access to knowledge they ITEM 12.3.
ATTACHMENT 2
wouldn’t have been able to get in many other places in the region. We celebrated Halloween with our neighbors on Tuesday, Dia de los Muertos in their classrooms and at the Children’s Museum on Wednesday, and will attend the Diwali Celebration of Lights this weekend–where else can you be immersed in, and learn to appreciate, that richness of cultural experiences in one week? That is the beauty of living in Rancho Cordova, and that will lead to this next generation changing the world because of their understanding, compassion, empathy, and knowledge of different ideas and perspectives. I wouldn’t trade it. Okay, and I’m completely honest, I’d be remiss to leave out the Barrel District. If you want to learn more, or discuss further, you can find me any Saturday night at Log Off for music bingo, JJ Pfister on Wednesdays for trivia, and Drink EEZY any other night of the week reading a book and enjoying a glass of wine. Cheers!
Attach a copy of your resume.
Resume.docx
I declare, under penalty of disqualification and termination, that all statements in this application are true and complete to the best of my knowledge.
Applicant's Signature
Tegan Knifton
Date
11/03/2023 12:00 AM
Thank you,
City of Rancho Cordova
This is an automated message generated by Granicus. Please do not reply directly to this email.
ITEM 12.3.
ATTACHMENT 2
TEGAN KNIFTON
____________________________________________________________________________________
EXPERIENCE
Economic & Small Business Development Senior 3/2023 – present SMUD Sacramento, CA
• Serving in a leadership role representing the region’s Zero Carbon workforce needs to the community and regional, state, federal and/or utility workforce initiatives. • Plan, organize, budget, and manage SMUD regional workforce development program resources and outreach activities, and pursue and collaborate with Sacramento area City and county agencies and community organizations to establish and leverage Sacramento area workforce development programs and collaborate on use of resources, including non-SMUD resources, such as funds and grants.
• Ensure a SMUD leadership and partnership role in Sacramento area workforce development by establishing and maintaining effective working relations with local and state workforce development organizations; pursues and maintains relations with local community organizations and community leaders; and participates as one of SMUD’s primary representatives in various workforce development forums and agencies.
• Acts as a primary point of contact for community-based organizations by establishing and maintaining personalized business relationships, identifying customer issues and needs, and proactively developing strategies to deal with unique and diverse challenges; coordinates communications between ethnic and community-based organizations and SMUD departments, management, executive management, and Board of Directors.
• Collaborate with organizations at the C-suite level, community leaders, and politicos to improve the region’s Zero Carbon workforce through collective impact; build capacity of individuals, families, neighborhood and broader communities to advocate on their own and achieve collective outcomes. • Administer the department budget by participating in planning, monitoring and revising partnerships, work plans, expenditures and assignments.
• Negotiate, review and recommend partnerships, sponsorships, contracts, and other written commitments; perform strategic analysis of how customer needs match SMUD priorities, and industry and community trends.
• Monitor, interpret and communicate to SMUD management community and industry patterns and trends, understand the political implications of situations and events pertaining to regional workforce development; analyze community and market changes and/or community or industry developments to determine new business and partnership opportunities; seek new channels for customer feedback. • Plan and prepare grant proposals for federal, state and other funding sources and conducts research to identify potential funding sources.
• Provide support and monitors results that contribute to achieving SMUD’s regional workforce development strategy objectives. Understands SMUD’s business and future regional workforce needs related to Zero Carbon jobs.
ITEM 12.3.
ATTACHMENT 2
• Manage and guide work activities associated with CMC workforce development programs in accordance with established task objective and schedule as outlined in project plans and/or contracts, including grants.
• Provide support and monitors results that contribute to achieving CMC’s workforce development strategy objectives. Understands CMC’s and the region’s business and future workforce needs. • Participate in task forces, coalitions and other regional meetings throughout the greater Sacramento area; advise stakeholders on SMUD’s programs and work collaboratively to prioritize regional workforce development needs and link to and/or align with existing or ideate/propose new CMC programs.
Supervisor, Strategic Account Management 12/2016 – 3/2023 SMUD Sacramento, CA
• Provide direction to a team of Strategic Account Advisors in complex customer interactions, rate negotiations, customized solutions, and ongoing relationships. Ensure the customer relationship is deepened through outcome-oriented, comprehensive account planning and successful plan execution. Maintain a portfolio of the highest level of key customers, navigating upgrades to distribution and transmission systems and successfully facilitating mutually beneficial partnerships. • Developed and implemented SAA metrics, monitored employee performance, provided timely feedback and took corrective action as required. Provide guidance and mentorship to direct reports, peers, and others in the department. Ensure continued professional development of employees using available internal and external resources.
• Established direct, ongoing, professional relationships with C-suite and decision-making leaders and staff with key customers from grocery, retail, hospitality, and property management segments within SMUD. Assumed responsibility for determining and responding to commercial customer needs.
Navigated and understood customers’ internal political structure, specifically at the executive level, and attended customer meetings, presentations, focus groups, and service projects where beneficial.
My role as the customer’s trusted advisor includes influencing senior leaders in the areas of strategic sustainability planning, community engagement and partnerships, assisting with process improvement that includes strategies for encouraging employee behavioral change. Customers include C-suite executives from organizations that include Raley’s, Safeway, DOCO, the Sawyer Hotel, and the Sacramento Kings.
• Increase participation in new and existing SMUD services, coordinated requests for services with responsible departments and initiated new service programs based on in-depth analysis of customer needs, most recently in the Multifamily property management sector as it relates to SMUD’s 2030 Zero Carbon Plan.
• Act as a subject matter expert in Rates, Energy Services, Customer Services and Billing, Energy Operations, and Distribution Services for Retail, Property Management, Multifamily, and Hospitality key customers. Additionally, resolve various customer-related policy and service issues reported through management pertaining to aforementioned areas.
• Represented Commercial Delivery in the Commercial Rate Restructure (CRR), receiving a Power Done Right award for Q1 2022; effectively led a team of SAA’s and my portfolio of customers through the CRR with zero customer complaints or escalations.
• Work with internal teams to ensure operational efficiencies and service levels exceed customer expectations through strong customer service orientation, with excellent follow through.
• Work with electrical and general contractors to smoothly navigate customer projects and promote SMUD programs and services, including SEED and Sustainable Communities offerings.
ITEM 12.3.
ATTACHMENT 2
• Develop, propose, negotiate, and implement sponsorships, contracts, and MOU’s. • Support SMUD efforts with respect to community involvement by participating regularly in community service activities and organizations, including Board service for the Sacramento Children’s Museum.
• Employ change management techniques and best practices to ensure employee engagement through a department realignment, maintaining a seamless customer experience, most recently through a reorganization and change in primary CRM from SalesLogix to SAP Sales Cloud.
• Planned, coordinated, and implemented the first Commercial Blitz, including developing targeted marketing materials and messaging for SAA’s to share with customers. This activity encouraged engagement across all Commercial Delivery teams, requiring collaboration across segments.
• Created and implemented email and physical marketing campaigns to share messaging with targeted customers around outage preparation, customers’ Annual Relationship Summaries, and segment- specific leave-behinds for the food service segment.
Supervisor & Senior CSR, Contact Center 12/2011 – 12/2016 SMUD Sacramento, CA
• Developed, implemented, and evaluated performance measures, application, planning and evaluation for Contact Center CSR’s in alignment with SMUD 3.0 Competencies that included Average Handle Time, First Call Resolution, and Quality Assurance.
• Served as the main point of contact for achieving all Contact Center Safety targets. • Supported process improvement through participation in journey mapping, business process mapping, and decision-making meetings for Payment Arrangements and Web Moves. Identified opportunities for process improvement, operational efficiency, and improved data governance, and initiated and implemented change.
• Demonstrated ability to work with and support cross-functional project teams, including Grid Assets, Commercial Delivery, Marketing, and others.
• Utilized project management tools, techniques, and methodologies to initiate, dev elop, and implement process improvement across Customer Operations for Law Enforcement Information Requests.
• Maintained a focus on customer experience excellence through the Customer Experience Guiding Principles.
• Gained experience with Work Force Optimization tools such as Work Force Management, Quality Assurance, Interactive Voice Response, Self Service Web and Mobile technologies, and Exception Management.
• Prioritized and coordinated daily, weekly, monthly, and annual tasks to complete projects within deadlines.
• Initiated and implemented process improvement for the EnergyHelp program through the BTSR, working collaboratively with Customer Solutions and IT. • Demonstrated effective Interpersonal Savvy as the Key Campaigner for the Contact Center in the 2013 Combined Charities campaign, increasing giving and participation 300% over the prior year. • Provided Customer Experience Excellence through SMUD’s telephone customer service channel to both peers and customers, deescalating calls pertaining to sensitive subjects throughout the Smart Meter roll out.
ITEM 12.3.
ATTACHMENT 2
Branch Manager/Business Specialist 6/1999 – 8/2001, 5/2005 -12/2011 Washington Mutual Bank – JPMorgan Chase Sacramento, CA and Spokane, WA • Opened two new build branches in Elk Grove, CA and successfully executed business strategies that led to record setting profitability among new branches. Hired, trained, evaluated, and supervised staff for branches of up to 16 employees.
• Effectively partnered with community leaders to drive business and create lasting professional relationships and equitable banking and lending opportunities with customers in Elk Grove and Spokane, and the surrounding areas, including those within disadvantaged and underserved communities.
• Worked to provide strategic, operational, and fiscal leadership while working to reach the company’s lon
g-term goals and maintain organizational vision.
• Leveraged change management practices and methodologies to affect sustainable cultural change at the branch level during JPMorgan Chase’s acquisition of Washington Mutual. • Worked collaboratively with loan, business, and investment teams to guide development for client growth with a focus on equitable access for minority-owned, women-owned, and veteran-owned businesses.
• Utilized principles and techniques of research and analysis to identify opportunities for efficiency in staffing, effectively utilizing FTE to decrease costs and increase profitability. • Managed contracts with vendors such as Garda, ADP, Siemens, Paychex, the Federal Reserve, and Deluxe to ensure compliance with all rules and regulations.
EDUCATION/CER
TIFICATIONS
BS, Kinesiology, California State University, Sacramento California Preliminary Credential
MS, Organizational Management, University of Arizona
U.S. Chamber Talent Pipeline Management Program Certification
ACHIEVEMENTS
• Leadership Rancho Cordova alumni, class of 2016
• Sacramento Children’s Museum Board of Directors, January 2016 to January 2018 • Proficient in Microsoft Office applications, including Word, Excel, Outlook, Teams and PowerPoint • Recognized with SMUD’s 2018 “Spirit of SMUD” award for community involvement in 2017 • Western Energy Institute’s Business Acumen for Emerging Leaders graduate, class of 2019 • Mentor for the 2020/2021 WEI Business Acumen for Emerging Leaders program • Board chair, Rancho Cordova Community Enhancement Fund Oversight Board, 2020-current • Folsom Cordova Unified School District Advisory Council & Budget Advisory Committee member, 2020-2022
• SMUD Power Done Right award in Q1 2022 for work on the Commercial Rate Restructure ITEM 12.3.
ATTACHMENT 2
• SMUD Power Done Right award in Q4 2022 for creating the Mentoring Program • SMUD Power Done Right award in Q1 2023 for Storm Response • SMUD Women’s Employee Resource Group board member, 2019-current ITEM 12.3.
ATTACHMENT 2
MEMORANDUM
City Council Staff Report - Page 1 of 1
ITEM 12.4.
DATE: December 18, 2023
TO: Honorable Mayor and Council Members
FROM: Stacy Leitner, City Clerk
SUBJECT: APPROVAL OF COUNCIL MEMBER APPOINTMENTS TO REGIONAL
BOARDS, COMMISSIONS, AND COMMITTEES
RECOMMENDATION
Confirm commitments to serve on other agency boards, commissions, and committees.
RESULT OF RECOMMENDED ACTION
The City Council would continue to serve in leadership roles throughout the region. The City Clerk would notify each agency board, commission, or committees of any changes or reappointments and help ensure that any necessary Fair Political Practices Commission (FPPC) filings are completed.
BACKGROUND
Each year Council Members discuss and determine appointments to serve on various advisory boards in the community to ensure that the City has representation within the region. By discussing and confirming their appointments annually, the members of the Council are committing their time to serve in these important leadership roles.
The 2024 Proposed Council Member Appointments to Regional Boards, Commissions, and Committees, Attachment 1, is included with this staff report.
FISCAL IMPACT AND FUNDING SOURCE
There is no fiscal impact.
ATTACHMENT(S)
1. 2024 Proposed City Council Boards, Commissions, and Committees Appointments
1 2024 Proposed City Council Appointments
Name Meeting Schedule 2023 2024
Sacramento Area Council of Governments
(SACOG)/Capitol Valley Regional SAFE
• Airport Land Use Commission
3rd Thursday
of the month from
9:30 – 11:30 a.m.
Sander
Alt: Terry
Sander
Alt: Terry
Sacramento Regional Transit District 2nd and 4th
Monday of the
month at 4:00 p.m.
Budge
Alt: Sander
Budge
Alt: Sander
Sacramento Transportation Authority 2nd Thursday of the month at 1:30 p.m.
Terry
Alt: Pulipati
Terry
Alt: Pulipati
Capital SouthEast Connector Joint Powers Authority Last Friday of the month from
8:30–10:30 a.m.
Gatewood
Alt: Pulipati
Gatewood
Alt: Pulipati
Sacramento Placerville Transportation Corridor
Joint Powers
Quarterly
at 9:30 a.m.
Sander
Alt: Budge
Sander
Alt: Budge
Sacramento Metropolitan Air Quality Management
District
4th Thursday of the
month at 9:00 a.m.
Terry
Alt: Pulipati
Terry
Alt: Pulipati
ITEM 12.4.
ATTACHMENT 1
2 2024 Proposed City Council Appointments - Continued
Name Meeting Schedule 2023 2024
Sacramento Area Sewer District 2nd and 4th Wednesday
of the month at 9:30 a.m.
Sander
Alt: Gatewood
Sander
Alt: Gatewood
Regional San
• Sacramento County Sanitation Districts
Financing Authority
• Sacramento Regional County Sanitation
District
2nd and 4th Wednesday
of the month at
9:30 a.m.
Sander
Alt: Gatewood
Sander
Alt: Gatewood
Sacramento Metro Cable Television
Commission
Quarterly in March, June,
September, and December
at 2:30 p.m.
Pulipati
Alt: Gatewood
Pulipati
Alt: Gatewood
Sacramento-Yolo Mosquito and Vector
Control District
3rd Tuesday of the month at
10:00 a.m.
McGarvey
Alt: Sander
McGarvey
Alt: Sander
South Sacramento Habitat Conservation
Plan Advisory Board
Last Monday of every other
month at 11:30 a.m.
Budge,
Gatewood
Alt: Terry,
Pulipati
Budge,
Gatewood
Alt: Terry,
Pulipati
ITEM 12.4.
ATTACHMENT 1
3 2024 Proposed City Council Appointments - Continued
Name Meeting Schedule 2023 2024
Greater Sacramento Economic Council Monthly Designee: Sander Designee: Sander Sacramento Local Agency Formation
Commission
1st Wednesday
of the month at 5:30 p.m.
Sacramento Public Library Authority
Governing Board
4th Thursday of the month
at 3:00 p.m.
Gatewood
Alt: Budge
Gatewood
Alt: Budge
Lower American River Conservancy
Program Advisory Committee
As Needed Terry
Alt: Gatewood
Terry
Alt: Gatewood
NLC Postsecondary Education Team Monthly Terry, Sander
Folsom Lake College Philanthropy Council Monthly Pulipati Pulipati City Selection Committee of Sacramento
County
As Needed Mayor Mayor
Sacramento County Criminal Justice
Cabinet
Meetings Quarterly
January/April/July/Octobe
r
Appointee: Mayor
Designee: Chief of
Police
Appointee: Mayor
Designee: Chief of
Police
ITEM 12.4.
ATTACHMENT 1
4 2024 Proposed City Council Appointments - Continued
Name Meeting Schedule 2023 2024
Sacramento Homeless Policy Council Active Terry Terry
ITEM 12.4.
ATTACHMENT 1
5 2024 Proposed City Council Ad-hoc Committee Appointments Name 2023 2024
Sacramento County (M/VM) Budge, Sander Sander, Pulipati Elk Grove Unified School District Pulipati, Terry Pulipati, Terry Folsom Cordova Unified School District Sander, Budge Sander, Budge Sacramento City Unified School District Terry, Gatewood Terry, Gatewood Golden State Water Company Gatewood, Budge Gatewood, Budge Sacramento Metropolitan Fire District Gatewood, Budge Gatewood, Budge SMUD Gatewood, Terry
City of Rancho Cordova Asset Naming Committee Budge, Sander City of Rancho Cordova Investment Committee Gatewood, Sander Mobile Home Committee Terry, Gatewood
Gateway Signage Committee Sander, Budge
ITEM 12.4.
ATTACHMENT 1
6 2024 Proposed City Council Ad-hoc Committee Appointments Name 2023 2024
Nonprofit COVID-19 Recovery and Support Gatewood, Pulipati Growing Strong Neighborhoods Sander, Terry Sander, Terry Cordova Recreation and Park District Gatewood, Pulipati Gatewood, Pulipati Rancho Cordova Technology & Innovation
Committee
Gatewood, Pulipati Gatewood, Pulipati
ITEM 12.4.
ATTACHMENT 1
MEMORANDUM
City Council Staff Report - Page 1 of 2
ITEM 12.5.
DATE: December 18, 2023
TO: Honorable Mayor and Council Members
FROM: Stacy Leitner, City Clerk
SUBJECT: A RESOLUTION ADOPTING THE 2024 CITY COUNCIL MEETING
SCHEDULE
RECOMMENDATION
Adopt the Resolution.
RESULT OF RECOMMENDED ACTION
Adoption of the Resolution would confirm the 2024 Rancho Cordova City Council meeting schedule.
BACKGROUND
To ensure maximum attendance of council members and the community in our legislative process, we prepare an annual meeting schedule. We also monitor local, state, and national events, including events and conferences hosted by the League of California Cities, National League of Cities, Cordova Community Council, and Rancho Cordova Area Chamber of Commerce.
As part of its annual business planning for the upcoming year, the City Council reviews the next year's calendar and determines its meeting schedule for the following year. Exhibit A to the attached Resolution (Attachment 2) is the proposed City Council Meeting dates for 2024. Under Assembly Bill No. 2449 (AB 2449), a legislative body can hold a "hybrid" (partial teleconference, partial in-person) meeting without having to meet certain requirements. However, the City will be required to have a quorum of Council Members at a physical location for each meeting. In addition, the City must allow the public to observe the meeting and participate both in person and remotely.
Under AB 2449, individual Council Members have the option to participate remotely in meetings for "just cause" no more than twice in a calendar year, and "emergency circumstances," limited to no more than three consecutive months or 20% of the City's regular meetings per year.
FISCAL IMPACT AND FUNDING SOURCE
There is no fiscal impact.
City Council Staff Report - Page 2 of 2
ATTACHMENT(S)
1. Resolution
2. Exhibit A to the Resolution - 2024 Proposed Rancho Cordova City Council Meeting Schedule
ITEM 12.5. ATTACHMENT 1 Resolution No. XX-2023 Page 1 of 1
CITY OF RANCHO CORDOVA
RESOLUTION NO. XX-2023
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO CORDOVA, STATE OF CALIFORNIA, CONFIRMING THE 2024 CITY COUNCIL MEETING SCHEDULE WHEREAS, Government Code Section 54954 provides that the legislative body of a local agency may establish the time and place for regular meetings by Resolution; and WHEREAS, Resolution No. 18-2010 set the time and place for Regular meetings as 5:30 p.m. on the first and third Monday of the month, provided that if a Regular meeting date is an official holiday, the meeting will be held on the following day; and WHEREAS, in order to ensure maximum attendance of Council Members and the community in our legislative process the City is setting its City Council meeting schedule for the calendar year 2024.
NOW, THEREFORE, BE IT HEREBY RESOLVED THE CITY COUNCIL OF THE CITY OF RANCHO CORDOVA sets its 2024 City Council meeting schedule as outlined in the attached Exhibit A.
PASSED AND ADOPTED by the City Council of the City of Rancho Cordova on the 18th day of December 2023 by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
___________________________
David Sander, Mayor
ATTEST:
___________________________
Stacy Leitner, CMC
City Clerk
ITEM 12.5. ATTACHMENT 2 Exhibit A to the Resolution
Proposed 2024 Rancho Cordova City Council Meeting Schedule JANUARY 2024
Tuesday, January 2 4:00 PM Special Meeting/Study Session 5:30 PM Regular Meeting (Tuesday due to the New Year’s Day Holiday - Cancel
Tuesday, January 16 5:30 PM Regular Meeting (Tuesday due to Martin Luther King, Jr.
Day Holiday)
Tuesday, January 23 5:30 PM Special Meeting/Work Session FEBRUARY 2024
Monday, February 5 4:00 PM Special Meeting/Study Session 5:30 PM Regular Meeting
Tuesday, February 20 5:30 PM Regular Meeting (Tuesday due to the President’s Day Holiday)
Monday, February 26 9:00 AM Special Meeting/Study Session - Visioning Tuesday, February 27 5:30 PM Special Meeting/Work Session MARCH 2024
Monday, March 4 4:00 PM Special Meeting/Study Session
5:30 PM Regular Meeting
Monday, March 18 5:30 PM Regular Meeting
Tuesday, March 26 5:30 PM Special Meeting/Work Session
APRIL 2024
Tuesday, April 2 4:00 PM Special Meeting/Study Session
5:30 PM Regular Meeting (Tuesday due to Cesar Chavez
Holiday)
Monday, April 15 5:30 PM Regular Meeting – Cancel due to Cap-to-Cap Tuesday, April 23 5:30 PM Special Meeting/Work Session
MAY 2024
Monday, May 6 4:00 PM Special Meeting/Study Session
5:30 PM Regular Meeting
Monday, May 20 5:30 PM Regular Meeting
Tuesday, May 28 5:30 PM Special Meeting/Work Session
JUNE 2024
Monday, June 3 4:00 PM Special Meeting/Study Session
5:30 PM Regular Meeting
Monday, June 17 5:30 PM Regular Meeting
Tuesday, June 25 5:30 PM Special Meeting/Work Session
JULY 2024
Monday, July 1 4:00 PM Special Meeting
5:30 PM Regular Meeting
Monday, July 15 5:30 PM Regular Meeting
Tuesday, July 23 5:30 PM Special Meeting/Work Session - Cancel
ITEM 12.5. ATTACHMENT 2 Exhibit A to the Resolution
AUGUST 2024
Monday, August 5 4:00 PM Special Meeting/Study Session - Cancel 5:30 PM Regular Meeting - Cancel
Monday, August 19 5:30 PM Regular Meeting
Tuesday, August 27 5:30 PM Special Meeting/Work Session SEPTEMBER 2024
Tuesday, September 3 4:00 PM Special Meeting/Study Session 5:30 PM Regular Meeting (Tuesday due to Labor Day Holiday) Monday, September 16 5:30 PM Regular Meeting
Tuesday, September 24 5:30 PM Special Meeting/Work Session OCTOBER 2024
Monday, October 7 4:00 PM Special Meeting/Study Session 5:30 PM Regular Meeting
Monday, October 21 5:30 PM Regular Meeting
Tuesday, October 29 5:30 PM Special Meeting/Work Session NOVEMBER 2024
Monday, November 4 4:00 PM Special Meeting/Study Session 5:30 PM Regular Meeting
Monday, November 18 5:30 PM Regular Meeting
Tuesday, November 26 5:30 PM Special Meeting/Work Session DECEMBER 2024
Monday, December 2 4:00 PM Special Meeting/Study Session 5:30 PM Regular Meeting
Tuesday, December 10 5:30 PM Special Meeting/Work Session Monday, December 16 5:30 PM Regular Meeting