Rancho Cordova City Council
September 2, 2025

ITEM 18.1.

ATTACHMENT 2
Exhibit A to the Resolution

figure 2

SITE PLAN
4025-001 RA 8/23/2022
KD Anderson & Associates, Inc.

Transportation Engineers
ITEM 18.1.

ATTACHMENT 2
Exhibit A to the Resolution

ITEM 18.1.

ATTACHMENT 2
Exhibit A to the Resolution

ITEM 18.1.

ATTACHMENT 2
Exhibit A to the Resolution

ITEM 18.1.

ATTACHMENT 2
Exhibit A to the Resolution

ITEM 18.1.

ATTACHMENT 2
Exhibit A to the Resolution

ITEM 18.1.

ATTACHMENT 2
Exhibit A to the Resolution

ITEM 18.1.

ATTACHMENT 2
Exhibit A to the Resolution

ITEM 18.1.

ATTACHMENT 2
Exhibit A to the Resolution

Flecker Associates
Transportation Engineers

621 Mauna Kea Place • Henderson, NV 89011 • (916) 501-7513

June 20, 2025

Mr. Vincent Fugina
Jackson Properties
155 Cadillac Drive, Suite 100
Sacramento, CA 95825

RE: MATHER COMMERCIAL CENTER – WAREHOUSE TRUCK TRIP GENERATION,

RANCHO CORDOVA, CALIFORNIA

Dear Mr. Fugina:

Jackson Properties is proposing to construct a 114,698 square foot warehouse facility, Mather Commercial Center, along Peter A McCuen Blvd in Rancho Cordova. Office The property is bounded by Peter A McCuen Blvd to the south, Old Placerville Road to the west and existing office buildings to the east and north. Access will be from Peter A McCuen Blvd . The project layout includes a total of 18 loading dock positions on the north side of the building. Truck access is proposed to US 50 via the Mather Field Road interchange.

We previously prepared an overall trip generation assessment for the project dated March 7, 2025. In that assessment we considered three possible trip rates depending on the type of facility usage, General Light Industrial, Manufacturing and Warehousing. The trip generation forecast was developed based on the values contained in ITE Trip Generation, 11 th Edition. This publication
is the industry standard to forecast expected trips for projects. In addition to overall trip rates, which includes all vehicles, information is available specifically for projected truck traffic, typically for Industrial land uses.

TRUCK TRIP GENERATION RATES
Trip Generation offers industry standard trip generation rates that are appropriate for most land uses. It provides a variety of uses that could occupy the site. The rates are generally dependent on employee density, as the highest rates are associated with uses that hav e higher numbers of employees such as manufacturing, while lower trip generation rates are identified for storage facilities such as warehousing. The uses surrounding the site are generally office space for the California Office of Emergency Services (OES) . While no user is yet identified it is possible that the site could provide light industrial and warehousing for these OES facilities.

ITEM 18.1.

ATTACHMENT 2
Exhibit A to the Resolution

Mather Commercial Center - Warehouse Truck Trip Generation June 20, 2025

FA
The Industrial / Manufacturing land uses in Trip Generation were reviewed to identify the various truck rates that could be applicable to the site. The following nine uses were considered:

- Land Use 110 – General Light Industrial
- Land Use 130 – Industrial Park
- Land Use 140 – Manufacturing
- Land Use 150 – Warehousing
- Land Use 151 – Mini Warehouse
- Land Use 154 - High Cube Transload and Short Term Warehouse - Land Use 155 - High Fulfillment Center Warehouse
- Land Use 156 - High-Cube Parcel Hub Warehouse
- Land Use 157 - High-Cube Cold Storage Warehouse.

Descriptions of each of the land use types are presented later in this letter, with those that would not be applicable to the site identified. Those not applicable include Land Use Codes 151, 154, 155, 156 and 157, but are still described.

ITE has collected data on truck trips for certain land uses. The data contained in Trip Generation for truck rates is based on site observations. The variables used in developing truck trips includes square footage of the building, the number of employees and acreage. These variables are observable. As part of the project layout the site will contain 1 8 loading docks. While loading docks may appear to be a measurable variable that would provide a method to calculate truck trips the number of loading docks may not accurately correlate to the number of trucks at a site.

Trucks deliver products to a site and ship products out. Truck logistics is the planning, coordination, and management of transporting these goods. Logistics involves coordinating various activities including the transportation, warehousing and inventory m anagement to support the flow of products from one location to another. A key component of logistics is freight scheduling which is the coordination of pickup and delivery times to align with customer needs and warehouse availability. Freight scheduling includes management at multiple facilities to assure that the warehouses can accommodate the tractor trailers arriving and departing from various locations. Scheduling requires the warehouses to identify when trucks can arrive as well as having the trucking companies schedule truck arrivals and departures to maximize throughput.

Truck rates vary depending on the land use. Some land uses have a higher rate of truck trips based on the specific usage. For example, LU 157, High -Cube Cold Storage Warehouse, is a storage facility for perishable products. Trucks would be expected to transfer these products to retail locations or other warehouses resulting in higher rates. Other land uses, such as LU 155, High Fulfillment Center Warehouse, such as an Amazon distribution center, tend to have larger square footages. The daily truck rate, by itself, is not necessarily reflective of the number of trucks into and out of a site as the building square footage is an important part of the calculation. For example, LU 155, the fulfillment center land use, has lower truck rates; however, the facility sizes can approach and exceed 1 million square feet. While truck rates may be high for some uses or low for others, the total truck trips generated is typically a function of the building square

ITEM 18.1.

ATTACHMENT 2
Exhibit A to the Resolution

Mather Commercial Center - Warehouse Truck Trip Generation June 20, 2025

FA
footage. The Trip Generation daily truck trip rates for possible Industrial and Warehousing land uses within the Industrial / Manufacturing Land Use Group are illustrated in Table 1.

TABLE 1

TRUCK TRIP GENERATION RATES
ITE
Code

Description
Average Daily Trips per Unit
Unit Daily1 AM PM
110 General Light Industrial ksf 0.25 0.032 0.052
140 Manufacturing ksf 0.45 0.033 0.052
150 Warehousing ksf 0.60 0.063 0.033
1ITE Trip Generation, 11th Edition
2peak hour of generator
3peak hour of adjacent traffic

Table 2 presents the projected daily, a.m. and p.m. truck trips expected for the project for the three possible land uses. These truck trips represent a worst-case scenario for the a.m. and p.m. peak hours. As noted in Table 1, the a.m. and p.m. rates used are the higher of the peak hour of adjacent traffic and the peak hour of the traffic generator which may not occur in the peak hour.

The worst-case scenario would be a warehouse use. It is projected that 69 daily truck trips could occur with seven trucks (total inbound and outbound trucks) in the a.m. peak hour and three trucks in the p.m. peak hour.

TABLE 2

TRUCK TRIP GENERATION
Land Use Area (ksf) Trips
Daily AM PM
110 – General Light Industrial 114.4 29 31 61
140 – Manufacturing 114.4 51 32 61
150 – Warehousing 114.4 69 72 32
1peak hour of generator
2peak hour of adjacent traffic

Typically, it can take two hours to unload or load a trailer. In a 10 -hour workday a single loading dock could, therefore, accommodate four trucks. If all loading docks at the Mather Commercial Center site are utilized about 72 trucks would be accommodated in a day. This appears to be consistent with the daily truck trips projected for a warehouse shown in Table 2.

Truck arrivals and departures for loading docks would be analogous to gates at an airport. Each gate is not in constant use, with logistics scheduling when each jet arrives at an airport, what gate they are assigned to, how long they are on the ground and when they depart. Overall, there are generally more gates available than in active use. This allows for maintenance, short-term storage and fleet management. Based on the time to deplane, restock and enplane passengers, there is a maximum number of jets that can utilize one gate. Truck docks are similar with a maximum number of trucks than could utilize each loading dock. As noted above, and at maximum usage, ITEM 18.1.

ATTACHMENT 2
Exhibit A to the Resolution

Mather Commercial Center - Warehouse Truck Trip Generation June 20, 2025

FA
about 70 trucks per day could utilize the site. Assuming a 10 -hour day, from 7:00 a.m. to 5:00 p.m. the maximum one -way trucks trips into and out of the site could be about seven trips per hour, or one truck every 8½ minutes.

Depending on the types of goods at the warehouse, the logistical component of scheduling inbound delivery and outbound distribution could include dropping trailers for unloading and storing the trailer at the dock for later outbound use. This would reduce the number of working loading docks, thereby reducing the number of trucks to and from the site. The number of trucks at the site will be dependent on multiple factors, including the number of loading docks. As noted above and based on the truck data devel oped by ITE a maximum of about 70 daily truck trips could be expected based on the project square footage. This coincides with the number of proposed loading docks and the time it takes to unload and load a trailer. However, the actual number of trucks expected at the site will be based on the actual use of the facility. Considering the surrounding area includes Office of Emergency Services (OES) offices, and assuming OES were to use the facility the number of truck trips could be less were the site used to store supplies for use during emergencies.

TRIP GENERATION LAND USES
Land Use Code 110 (LU 110) - Trip Generation describes General Light Industrial as “ A light industrial facility is a free -standing facility devoted to a single use. The facility has an emphasis on activities other than manufacturing and typically has minimal office space. Typical light industrial activities include printing, material testing, and assembly of data processing equipment. Industrial park (Land Use 130) and manufacturing (Land Use 140) are related uses.”

Land Use Code 130 (LU 130) - Trip Generation describes Industrial Park as “ An industrial park contains several individual industrial or related facilities. It is characterized by a mix of manufacturing, service, and warehouse facilities with a wide variation in the proportion of each type of use from one location to another. Many industrial parks contain highly diversified facilities.

Some parks in the database have a large number of small businesses and others have one or two dominant industries. General light industrial (Land Use 110) and manufacturing (Land Use 140) are related uses.”

Land Use Code 1 40 (LU 1 40) - Trip Generation describes Manufacturing as “A manufacturing facility is an area where the primary activity is the conversion of raw materials or parts into finished products. Size and type of activity may vary substantially from one facility to another. In addition to the actual production of goods, a manufacturing facility typically has an office and may provide space for warehouse, research, and associated functions. General light industrial (Land Use 110) and industrial park (Land Use 130) are related uses.”

Land Use Code 150 (LU 150) - Trip Generation describes Warehouse as “A warehouse is primarily devoted to the storage of materials, but it may also include office and maintenance areas. High- cube transload and short -term storage warehouse (Land Use 154), high cube fulfillment center ITEM 18.1.

ATTACHMENT 2
Exhibit A to the Resolution

Mather Commercial Center - Warehouse Truck Trip Generation June 20, 2025

FA
warehouse (Land Use 155), high-cube parcel hub warehouse (Land Use 156), and high- cube cold storage warehouse (Land Use 157) are related uses.”

Land Use Code 151 (LU 151) - Trip Generation describes Mini-Warehouse as “A mini-warehouse is a building in which a number of storage units or vaults are rented for the storage of goods.

They are typically referred to as “self-storage” facilities. Each unit is physically separated from other units, and access is usually provided through an overhead door or other common access point.”

This Land Use Is Not Applicable As Mini-Storage Is Not A Proposed Use

Land Use Code 154 (LU 154) - Trip Generation describes High Cube Transload and Short Term Warehouse as “ A high-cube warehouse (HCW) is a building that typically has at least 200,000 gross square feet of floor area, has a ceiling height of 24 feet or more, and is used primarily for the storage and/ or consolidation of manufactured goods (and to a lesser extent, raw materials) prior to their distribution to retail locations or other warehouses. A typical HCW has a high level of on-site automation and logistics management. The automation and logistics enable highly - efficient processing of goods through the HCW. A high- cube warehouse can be free -standing or located in an industrial park.

The HCWs included in this land use include transload and short-term storage facilities. A transload facility has the primary function of consolidation and distribution of pallet loads (or larger) for manufacturers, wholesalers, or retailers. A transload facility typically has little storage duration, high throughput, and its operations are high efficiency. A short-term HCW is a distribution facility often with custom/special features built into the structure for the movement of large volumes of freight with only short-term storage of products.

Some limited assembly and repackaging may occur within the facility.

A high- cube warehouse may contain a mezzanine. In a HCW setting, a mezzanine is a freestanding, semi-permanent structure that is commonly supported by structural steel columns and that is lined with racks or shelves. The gross floor area (GFA) values for the study sites in the database for this land use do NOT include the floor area of the mezzanine. The GFA values represent only the permanent ground-floor square footage.

The amount of office/employee welfare space that is provided within a HCW can be highly variable but is typically an insignificant portion of the overall building square footage. Within the trip generation database, common values are between 3,000 and 5,000 square feet for a Cold Storage HCW and between 5,000 and 10,000 square feet for Transload, Fulfillment Center, and Parcel Hub HCW (all of which are less than one percent of total GFA for a site). Therefore, for the trip generation data plots, any office space that is part of the normal operation of the warehouse is included in the total GFA.

ITEM 18.1.

ATTACHMENT 2
Exhibit A to the Resolution

Mather Commercial Center - Warehouse Truck Trip Generation June 20, 2025

FA
Warehousing (Land Use 150), high-cube fulfillment center warehouse (Land Use 155), high- cube parcel hub warehouse (Land Use 156), and high-cube cold storage warehouse (Land Use 157) are related land uses. The number of dock doors at a HCW is a potential independent variable.

Future data submissions should include that information.”

This Land Use Is Not Applicable As The Site Is Less Than 200,000 Square Feet.

Land Use Code 155 (LU 155) - Trip Generation describes High Fulfillment Center Warehouse as “A high-cube warehouse (HCW) is a building that typically has at least 200,000 gross square feet of floor area, has a ceiling height of 24 feet or more, and is used primarily for the storage and/ or consolidation of manufactured goods (and to a lesser extent, raw materials) prior to their distribution to retail locations or other warehouses. A typical HCW has a high level of on- site automation and logistics management. The automation and logistics enable highly -efficient processing of goods through the HCW. A high-cube warehouse can be free-standing or located in an industrial park.

Warehousing (Land Use 150), high-cube transload and short-term storage warehouse (Land Use 154), high-cube parcel hub warehouse (Land Use 156), and high- cube cold storage warehouse (Land Use 157) are related land uses.

Land Use Subcategory
Each fulfillment center in the ITE database has been categorized as either a sort or non- sort facility. A sort facility is a fulfillment center that ships out smaller items, requiring extensive sorting, typically by manual means. A non-sort facility is a fulfillment center that ships large box items that are processed primarily with automation rather than through manual means.

Separate sets of data plots are presented for the sort and non- sort fulfillment centers. Some limited assembly and repackaging may occur within the facility.

Additional Data
A high- cube warehouse may contain a mezzanine. In a HCW setting, a mezzanine is a freestanding, semi-permanent structure that is commonly supported by structural steel columns and that is lined with racks or shelves. The gross floor area (GFA) values for the study sites in the database for this land use do NOT include the floor area of the mezzanine. The GFA values represent only the permanent ground-floor square footage.

The amount of office/employee welfare space that is provided within a HCW can be highly variable but is typically an insignificant portion of the overall building square footage. Within the trip generation database, common values are between 3,000 and 5,000 square feet for a Cold Storage HCW and between 5,000 and 10,000 square feet for Transload, Fulfillment Center, and Parcel Hub HCW (all of which are less than one percent of total GFA for a site). Therefore, for the trip generation data plots, any office space that is part of the normal operation of the warehouse is included in the total GFA.”

This Land Use Is Not Applicable As The Site Is Less Than 200,000 Square Feet.

ITEM 18.1.

ATTACHMENT 2
Exhibit A to the Resolution

Mather Commercial Center - Warehouse Truck Trip Generation June 20, 2025

FA
Land Use Code 156 (LU 156) - Trip Generation describes High-Cube Parcel Hub Warehouse as “A high-cube warehouse (HCW) is a building that typically has at least 200,000 gross square feet of floor area, has a ceiling height of 24 feet or more, and is used primarily for the storage and/ or consolidation of manufactured goods (and to a lesser extent, raw materials) prior to their distribution to retail locations or other warehouses. A typical HCW has a high level of on- site automation and logistics management. The automation and logistics enable highly -efficient processing of goods through the HCW. A high-cube warehouse can be free-standing or located in an industrial park.

A high- cube parcel hub warehouses typically serves as a regional and local freight -forwarder facility for time sensitive shipments via airfreight and ground carriers. A site can also include truck maintenance, wash, or fueling facilities. Some limited assembly and repackaging may occur within the facility.

A high- cube warehouse may contain a mezzanine. In a HCW setting, a mezzanine is a freestanding, semi-permanent structure that is commonly supported by structural steel columns and that is lined with racks or shelves. The gross floor area (GFA) values for the study sites in the database for this land use do NOT include the floor area of the mezzanine. The GFA values represent only the permanent ground-floor square footage.

The amount of office/employee welfare space that is provided within a HCW can be highly variable but is typically an insignificant portion of the overall building square footage. Within the trip generation database, common values are between 3,000 and 5,000 square feet for a Cold Storage HCW and between 5,000 and 10,000 square feet for Transload, Fulfillment Center, and Parcel Hub HCW (all of which are less than one percent of total GFA for a site). Therefore, for the trip generation data plots, any office space that is part of the normal operation of the warehouse is included in the total GFA.

Warehousing (Land Use 150), high-cube transload and short-term storage warehouse (Land Use 154), high -cube fulfillment center warehouse (Land Use 155), and high- cube cold storage warehouse (Land Use 157) are related land uses.”

This Land Use Is Not Applicable As The Site Is Less Than 200,000 Square Feet.

Land Use Code 157 (LU 157) - Trip Generation describes High-Cube Cold Storage Warehouse as “A high-cube warehouse (HCW) is a building that typically has at least 200,000 gross square feet of floor area, has a ceiling height of 24 feet or more, and is used primarily for the storage and/ or consolidation of manufactured goods (and to a lesser extent, raw materials) prior to their distribution to retail locations or other warehouses. A typical HCW has a high level of on- site automation and logistics management. The automation and logistics enable highly -efficient processing of goods through the HCW. A high-cube warehouse can be free-standing or located in an industrial park.

ITEM 18.1.

ATTACHMENT 2
Exhibit A to the Resolution

Mather Commercial Center - Warehouse Truck Trip Generation June 20, 2025

FA
A high- cube cold store warehouse has substantial temperature -controlled environments for frozen food and other perishable products.

A high- cube warehouse may contain a mezzanine. In a HCW setting, a mezzanine is a freestanding, semi-permanent structure that is commonly supported by structural steel columns and that is lined with racks or shelves. The gross floor area (GFA) values for the study sites in the database for this land use do NOT include the floor area of the mezzanine. The GFA values represent only the permanent ground-floor square footage.

The amount of office/employee welfare space that is provided within a HCW can be highly variable but is typically an insignificant portion of the overall building square footage. Within the trip generation database, common values are between 3,000 and 5,000 square feet for a Cold Storage HCW and between 5,000 and 10,000 square feet for Transload, Fulfillment Center, and Parcel Hub HCW (all of which are less than one percent of total GFA for a site). Therefore, for the trip generation data plots, any office space that is part of the normal operation of the warehouse is included in the total GFA.

Warehousing (Land Use 150), high-cube transload and short-term storage warehouse (Land Use 154), high -cube fulfillment center warehouse (Land Use 155), and high- cube parcel hub warehouse (Land Use 156) are related land uses.”

This Land Use Is Not Applicable As The Site Is Less Than 200,000 Square Feet.

SUMMARY
The project will construct a 114, 698 square foot facility which could be used for warehousing, manufacturing or general light industrial uses. Using the General Light Industrial land use (LUC 110) as the basis for the project, the site is expected to generate about 559 daily trips with 85 a.m. peak hour trips and 72 p.m. peak hour trips. This is a worst case scenario for total vehicles generated by the project. Regarding truck traffic the worst-case scenario would be a warehouse.

A warehouse of this size could be expected to generate a maximum of about 70 daily truck trips; however, the exact number of trucks would be based on the goods stored, how often the goods are moved both inbound and outbound, and the logistics of the truck movements.

No additional analyses are necessary as the project will not generate 1,000 trips per day or 100 trips during the peak hour.

Please feel free to call me if you have any questions or need additional information.

Sincerely,

Jonathan Flecker, P.E., T.E.

Presiden
t Mather Commercial Center Warehouse Truck Trip Generation 20250620 ltr ITEM 18.1.

ATTACHMENT 2
Exhibit A to the Resolution

ITEM 18.1. ATTACHMENT 3
CONDITIONS OF APPROVAL Exhibit B to the Resolution

City Council Jackson Properties Warehouse Storage Building September 2, 2025 Major Design Review Amendment & Height Exception

Category Timing/
Implementation
Enforcement/
Monitoring
On-Going Conditions

1. The proposed entitlement is for a Major Design Review Amendment Permit for the Jackson Properties
Warehouse Storage Building as described in the City
Council staff report dated (September 2, 2025) and
attached Project Plans (Exhibit A) with project conditions herein (Exhibit B), for project number PLND–0924-0110.

Project
Description On-Going Planning

2. Applicant(s) agree to defend, indemnify and hold
harmless with Coun sel selected by the City of Rancho
Cordova (“City”) and its agents, officers, consultants, and employees (“City’s Agents”) from any and all claims,
actions, suits, or proceedings against the City or the
City’s agents to attack, set aside, void, annul , or modify an approval by the City, or the City’s Agents concerning the project (collectively “Claim”). The City shall promptly notify the Applicant of any Claim and the City shall
cooperate fully in the defense. Nothing in this condition obligates the City to defend any Claim and the City is not required to pay or perform any settlement arising from
any such Claim not defended by the City, unless the
settlement is approved in writing by the City.

General On-Going Planning

3. Any future alteration to the buildings, change in use, intensification of the site, or modification to the parking and landscaped area must be reviewed by the City to
ensure compliance with all local, state, and federal
regulations. Minor modifications that are found to be in substantial conformance with the approved plans such as colors, plant materials, or minor lot line adjustments, may be approved administratively. Major modifications shall be approved by the applicable decision-making body.

General On-Going Planning

4. Applicant/Developer shall not carry a negative account balance with the City for the processing of the project. If a negative account balance occurs, it will be the
General On-Going Planning

ITEM 18.1. ATTACHMENT 3
CONDITIONS OF APPROVAL Exhibit B to the Resolution

City Council Jackson Properties Warehouse Storage Building September 2, 2025 Major Design Review Amendment & Height Exception

Category Timing/
Implementation
Enforcement/
Monitoring

developer's responsibility to pay the balance due, in
order to avoid delays in the processing of future permits or recordation of maps. Please email the Finance
Department at [email protected] for the
status of your account with the City.

5. The Permit is valid for a period of three (3) years from the date of City Council approval unless an extension is
granted by the Community Development Director or
substantial construction of the permitted use or project has commenced and is diligently pursued to completion.

Expiration On-Going Planning

6. Noise sources associated with construction, repair, remodeling, demolition, paving and/or grading of any real property must adhere to the development standards in
the City’s Noise Element, RCMC 6.68 and RCMC

16.18.1407(F).

Noise On-Going
Code
Enforcement
/Building

7. The removal and replanting of landscape not listed on the approved plan set must be consistent with RCMC

23.716.080 through 23.716.090 and reviewed by the
Planning Department prior to the removal. All landscape care, maintenance, and tree pruning must adhere to
RCMC 23.716.100 through 23.716.110.

Landscaping On-Going Planning

8. Applicant shall be responsible for all damage to City streets associated with construction of the project and shall repair any damage as soon as possible.

Sidewalk Repair On-Going Public Works

9. All storm drain facilities within private lots shall be privately maintained and shall be clearly labeled as
“private” in the improvement plans.

Storm Drain
Facilities On-Going Public Works

10. Public lower laterals must not be smaller than the upper laterals, sized according to the California Plumbing Code Requirements
Sewer Laterals On-going Sacramento Area
Sewer District

11. SASD Design Standards and Specifications require
minimum 6-inch lower laterals for commercial and
industrial buildings.

Design Standards On-Going Sacramento Area
Sewer District

12. SASD prohibits gates that prevent access within sewer Access On-Going Sacramento Area

ITEM 18.1. ATTACHMENT 3
CONDITIONS OF APPROVAL Exhibit B to the Resolution

City Council Jackson Properties Warehouse Storage Building September 2, 2025 Major Design Review Amendment & Height Exception

Category Timing/
Implementation
Enforcement/
Monitoring
easements unless the District standards for accessibility through gates are met.

Sewer District

13. Construction of a grease trap or a sand oil separator may be required. The Applicant must verify with the
applicable jurisdiction’s building department.

Grease Trap /
Sand Oil
Separator
On-Going Sacramento Area
Sewer District

14. If any proposed garbage enclosure will contain a drain to the sewer, it must be covered. Trash Enclosure On-Going Sacramento Area Sewer District

15. Any use of SASD sewer easements, which is not
compatible or interferes with the construction,
reconstruction, operation, maintenance, or repair of
SASD sanitary sewer(s), must not be allowed. Each
proposed use must be reviewed and approved in writing
by the District Engineer prior to the use of the easement by the grantor. This includes landscaping.

Sewer Easements On-Going Sacramento Area
Sewer District

16. SMUD has existing underground 12kV facilities along Peter A McCuen Blvd and on site that will need to
remain. The Applicant shall be responsible for
maintaining all CalOSHA and State of California Public
Utilities Commission General Order No. 128 safety
clearances during construction and upon building
completion. If the required clearances cannot be
maintained, the Applicant shall be responsible for the
cost of relocation.

Existing Facilities On-Going SMUD

17. SMUD reserves the right to use any portion of its
easements on or adjacent to the subject property that it reasonably needs and shall not be responsible for any
damages to the developed property within said easement
that unreasonably interferes with those needs.

Easements On-Going SMUD

18. In the event the Applicant requires the relocation or removal of existing SMUD facilities on or adjacent to the subject property, the Applicant shall coordinate with
SMUD. The Applicant shall be responsible for the cost of relocation or removal.

Relocation or
Removal On-Going SMUD

19. Any necessary future SMUD facilities located on the Future Facilities On-Going SMUD

ITEM 18.1. ATTACHMENT 3
CONDITIONS OF APPROVAL Exhibit B to the Resolution

City Council Jackson Properties Warehouse Storage Building September 2, 2025 Major Design Review Amendment & Height Exception

Category Timing/
Implementation
Enforcement/
Monitoring
Applicant’s property shall require a dedicated SMUD
easement. This will be determined prior to SMUD
performing work on the Applicant’s property.

20. In the event the City requires an Irrevocable Offer of Dedication (IOD) for future roadway improvements, the
Applicant shall dedicate a 12.5-foot public utility
easement (PUE) for overhead and/or underground
facilities and appurtenances adjacent to the City’s IOD.

Irrevocable Offer
of Dedication On-Going SMUD

21. The Applicant shall disclose existing or proposed 69kV electrical facilities to future and/or potential owners.

Electrical
Facilities
Disclosure
On-Going SMUD

22. Daily sweeping is required for Peter A McCuen Blvd during construction along with the enforcement of CA
fugitive dust requirements for construction sites.

Construction On-Going Throughout
Construction Planning

23. Water supply will be provided by the Sacramento County Water Agency. Water Supply On-Going
Sacramento
County Water
Agency

24. Public Water Service must be supplied to each building Water Supply On-Going
Sacramento
County Water
Agency

25. During construction, the Project must utilize electric tools and vehicles to the extent feasible, including heavy
equipment tools and construction vehicles. Any heavy
equipment tools and vehicles not powered by electricity must be limited in the amount of time they are allowed to idle. City may request at any time, all equipment
maintenance records and data sheets, including design
specifications and emission control tier classifications.

City may conduct an on-site inspection to verify
compliance with this condition.

Construction
Equipment
On-Going Throughout
Construction Planning

26. Parking of trucks (with or without trailers) is not permitted on the public right of way surrounding the property and also not permitted in designated passenger vehicle
parking spaces. Trucks shall not inhibit any on-site
Truck Parking On-Going Planning

ITEM 18.1. ATTACHMENT 3
CONDITIONS OF APPROVAL Exhibit B to the Resolution

City Council Jackson Properties Warehouse Storage Building September 2, 2025 Major Design Review Amendment & Height Exception

Category Timing/
Implementation
Enforcement/
Monitoring
circulation or access on the property.

27. Any future installation of a Communications Tower or any other tower, must receive all required entitlements and approval by the Planning Department prior to any
building permits or construction.

Communications
Tower On-Going Planning
Prior to Approval of Improvement Plans

28. Show the design for a fire access roadway of not less than 20-feet of unobstructed width, 13-feet, 6-inches of vertical clearance, and turning radii of 25 feet inside and 50 feet outside dimension on the improvement plans.

The access roadway shall extend to within 150 feet of all portions of the exterior walls of the first story of any proposed building. The use of turf-block or grass-
crete or similar alternate road surfaces is not
approved for installation in fire apparatus access
roadways.

Fire Access
Roadway
Prior to Approval of
Improvement Plans
Sacramento
Metropolitan Fire
Department

29. Show the design for a minimum of 2 remote fire access roadways. Remote fire access roadways shall be
spaced a distance apart equal to not less than one-half of the maximum diagonal dimension of the property or
areas to be served. A minimum 2 remote access
roadway shsall be provided for in any of the following
conditions:
a) A single building in excess of 62,000 sq. ft.
b) Multiple buildings within a single parcel where the
total combined square footage is in excess of
62,000 sq. ft.
c) Multi-family dwellings in excess of 39 units.

Fire Access Prior to Approval of
Improvement Plans
Sacramento
Metropolitan Fire
Department

30. Show the design for aerial apparatus access for buildings 30 feet or greater. Aerial apparatus access shall be a minimum 26-feet in width, located 15-30 feet from the
building, and located on no less than 2 sides of the
building (as determined by the Fire Code official).

Aerial Apparatus
Access
Prior to Approval of
Improvement Plans
Sacramento
Metropolitan Fire
Department

ITEM 18.1. ATTACHMENT 3
CONDITIONS OF APPROVAL Exhibit B to the Resolution

City Council Jackson Properties Warehouse Storage Building September 2, 2025 Major Design Review Amendment & Height Exception

Category Timing/
Implementation
Enforcement/
Monitoring

31. Show the design for an approved fire apparatus
turnaround. The fire apparatus turnaround shall conform to Sacramento Metro Fire Districts, Fire Prevention
Standard #3. The fire access turn-around shall be
located within 50 feet of the end of the access roadway.

Fire Apparatus
Turnaround
Prior to Approval of
Improvement Plans
Sacramento
Metropolitan Fire
Department

32. Show on the plan how Fire Lanes will be marked. Fire Lane identification shall be provided along the required fire access roadway. Fire Lane identification shall be in accordance with the Sacramento Metro Fire Districts Fire Prevention Standard #3 and the California Vehicle Code.

Vehicle parking is prohibited on any street less than 28 feet in width. Vehicle parking is permitted on both sides of streets 36 feet or more in width. Roadway widths shall be measured between the gutter-line or edge of
pavement on opposite sides of the road. Identification of fire apparatus access roadways may be required on
private roads.

Fire Lanes Prior to Approval of
Improvement Plans
Sacramento
Metropolitan Fire
Department

33. Provide a note on the plan that reads, “Fire access roadways shall be built to bear a minimum of 80,000
pounds and meet the Sacramento County Public Works
Standards for roadways. A report, prepared by a
registered geotechnical engineer, verifying the ability of the road to bear the required minimum weight, shall be
submitted with any plan indicating construction of
roadway. Verification of constructed roadway shall be
provided by a registered geotechnical engineer prior to final of the project.”
Fire Apparatus
Access
Prior to Approval of
Improvement Plans
Sacramento
Metropolitan Fire
Department

34. Show the location of the required fire hydrants for this project on the improvement plans. Approved fire hydrants capable of providing the required fire flow for the
protection of any and all structures shall be located along the fire apparatus access roadway. The required fire
hydrants shall be installed and operational prior to any construction or on-site storage of combustible materials.

Fire Hydrants Prior to Approval of
Improvement Plans
Sacramento
Metropolitan Fire
Department

ITEM 18.1. ATTACHMENT 3
CONDITIONS OF APPROVAL Exhibit B to the Resolution

City Council Jackson Properties Warehouse Storage Building September 2, 2025 Major Design Review Amendment & Height Exception

Category Timing/
Implementation
Enforcement/
Monitoring
The minimum required fire flow for the protection of
commercial developments is 1,500 gallons per minute
(gpm) at a pressure of 20 pounds per square inch (psi)
for a two-hour duration.

35. Provide Fire Access Agreement between all parcels
connected to and served by fire access. Fire Access
Agreement shall be recorded with the Public Recorders
Office having jurisdiction.

Fire Access
Agreement
Prior to Approval of
Improvement Plans
Sacramento
Metropolitan Fire
Department

36. Provide Fire Access Roadway Maintenance Agreement
(RMA) between all parcels connected to and served by
the fire access roadway. The Fire Access Roadway
Maintenance Agreement shall be recorded with the
Public Recorders Office having jurisdiction. The roadway maintenance agreement shall include the following:
a) Provisions for the necessary repair and maintenance
of the roadway surface.
b) Removal of vegetation overgrowing the roadway and
infringing on the roadway clear vertical height of
thirteen feet six inches (13’-6”) or width of twenty feet (20’)
c) Provisions for the maintenance, repair, and/or
replacement of NO PARKING-FIRE LANE signage or
striping
d) Provisions for the necessary repair and maintenance
of vehicle and pedestrian access gates and opening
systems.

Fire Access
Roadway
Maintenance
Agreement
Prior to Approval of
Improvement Plans
Sacramento
Metropolitan Fire
Department

37. Drainage Study: Applicant shall prepare and submit a project specific drainage study that includes but is not limited to: a pre- and post-project drainage analysis of the project impacts, identification of offsite project
impacts or required offsite improvements, and
identification of proposed connections to the City’s Storm Drainage System with adequate supporting calculations.

The drainage study shall conform to the requirements of Drainage Study Prior to Approval of
Improvement Plans Public Works

ITEM 18.1. ATTACHMENT 3
CONDITIONS OF APPROVAL Exhibit B to the Resolution

City Council Jackson Properties Warehouse Storage Building September 2, 2025 Major Design Review Amendment & Height Exception

Category Timing/
Implementation
Enforcement/
Monitoring
the Sacramento City/County Drainage Manual (Volume
2), County of Sacramento Improvement Standards
(Section 9), and all other applicable City standards. The drainage study must be developed and stamped by a
Professional Engineer and determined by the City to be
accurate and adequate. The modeling shall extend to the downstream drainage channel owned by Sacramento
County.

38. Stormwater Quality- Post Construction
The improvement plans shall incorporate all applicable
post construction stormwater quality measures; including source control (loading docks, waste management
areas), treatment control, hydromodification
management, low impact development measures
(including but not limited to disconnected roof drains, amended soils, depressed landscaping, river friendly
landscaping, etc.), and full capture trash control
measures into the site improvement plans in
conformance with the most recent version of the
Stormwater Quality Design Manual for the Sacramento
Region. The applicant shall prepare and submit a Post-
Construction Stormwater Quality Control Plan that
includes details and sizing calculations of all the
proposed post construction stormwater quality measures.

In addition, a maintenance covenant is required for all proposed post construction stormwater quality measures, as detailed in Appendix B of the Stormwater Quality
Design Manual for the Sacramento Region.

Stormwater Prior to Approval of
Improvement Plans Public Works

39. Stormwater Quality– During Construction:

SWPPP – the applicant shall prepare a Storm Water
Pollution Prevention Plan (SWPPP) to be executed
through all phases of grading and project construction.

The SWPPP shall incorporate Best Management
Practices (BMPs) to ensure that potential water quality Stormwater
Quality
Prior to Approval of
Improvement Plans Public Works

ITEM 18.1. ATTACHMENT 3
CONDITIONS OF APPROVAL Exhibit B to the Resolution

City Council Jackson Properties Warehouse Storage Building September 2, 2025 Major Design Review Amendment & Height Exception

Category Timing/
Implementation
Enforcement/
Monitoring
impacts during construction phases are minimized.

These measures shall be consistent with the City’s
Improvement Standards and Land Grading and Erosion
Control Ordinance. During construction, the applicant
shall implement BMPs in accordance with the SWPPP
and the City’s Improvement Standards.

Advisory Condition: Construction General Permit
The project applicant shall file a Notice of Intent (NOI) to obtain coverage under the National Pollutant Discharge
Elimination System (NPDES) General Permit For Storm
Water Discharges Associated With Construction And
Land Disturbance Activities (Construction General
Permit). Permits are issued by the State Water
Resources Control Board.

40. The SWPPP for the site shall include a contingency plan for the implementation of a process to remove fine clay sediments prior to discharge to the City of Rancho
Cordova’s storm drain system and/or Waters of the State (e.g., creeks, rivers) to the satisfaction of the City of Rancho Cordova. A polymer treatment system or
comparable process shall be incorporated in the erosion and sediment control plan as part of the improvement
plans submittal. This system shall be implemented by
qualified professionals with training and proven
experience in this field.

SWPPP Prior to Approval of
Improvement Plans Public Works

41. Drainage System Design:

The applicant shall submit and obtain City approval of
plans and specifications for the construction of public improvements and all grading. The drainage system
shall be designed in accordance with the approved
Drainage Study to accommodate runoff from the ultimate
development and shall meet the City of Rancho
Cordova’s Improvement Standards, construction
standards, and Floodplain Management Ordinances in
Drainage System Prior to Approval of
Improvement Plans Public Works

ITEM 18.1. ATTACHMENT 3
CONDITIONS OF APPROVAL Exhibit B to the Resolution

City Council Jackson Properties Warehouse Storage Building September 2, 2025 Major Design Review Amendment & Height Exception

Category Timing/
Implementation
Enforcement/
Monitoring
effect at the time of improvement plans approval.

42. All development within the City must comply with the City of Rancho Cordova’s Floodplain Management
Ordinance. All new structures shall be protected from the 100-year (1 percent) flood event. Certified pad elevations (certified by a registered Civil Engineer or licensed Land Surveyor) shall be set at least one and two tenths foot (1.2') above all sources of 100-year flooding (see Section 9-1 of improvement standards). The overland release
path must be shown on the improvement plans and the
hydraulic computation must be provided to estimate the
flow depths along the overland release paths. The
calculations must be in conformance with Section 9-15 of the Improvement Standards.

Floodplain
Management
Prior to Approval of
Improvement Plans Public Works

43. The applicant must determine if they are required to obtain coverage under the State’s “NPDES General
Permit for Stormwater Discharges Associated with
Industrial Activity”. Applicant shall submit the
determination to the City for review. The submittal must include the applicable Standard Industrial Classification (SIC) code(s), which describe the business activities that will be occurring at the facility.

Stormwater
Permitting
For Industrial Site,
Prior to Approval of
Improvement Plans
Public Works

44. Provide a permanent concrete stamp, or other
permanently applied message to the satisfaction of the
City not including paint, which reads “No Dumping-Flows to Creek” or other approved message at each storm
drain inlet.

Concrete Stamp Prior to Approval of
Improvement Plans Public Works

45. Fees:

Pay the drainage impact fees to the satisfaction of the City of Rancho Cordova Public Works Department
Drainage Impact
Fees
Prior to Approval of
Improvement Plans Public Works

46. Number, size, and location of driveways are subject to approval by the Public Works Department. Driveways Prior to Approval of Improvement Plans Public Works

47. A tree removal permit is required for the removal of any protected trees on site. Trees shall be replaced or Tree Removal Prior to Approval of Improvement Plans Public Works

ITEM 18.1. ATTACHMENT 3
CONDITIONS OF APPROVAL Exhibit B to the Resolution

City Council Jackson Properties Warehouse Storage Building September 2, 2025 Major Design Review Amendment & Height Exception

Category Timing/
Implementation
Enforcement/
Monitoring
mitigated per Rancho Cordova Municipal Code

19.12.120. Tree replacement is one inch per one inch
ratio. In-lieu payment is $165 per inch.

48. Relocate storm and water mains from under building footprint and record new utility easements.

Storm and Water
Main Relocation
Prior to Approval of
Improvement Plans Public Works

49. If there is more than one building in any single parcel and the parcel is not proposed for split, then each building on that parcel must have a separate connection to a private onsite sewer line or a separate connection to the SASD
public sewer line. These improvements must be shown
on the plans. Field modifications to new or existing
precast manhole bases are not allowed.

Sewer
Connection
Prior to Approval of
Improvement Plans
Sacramento Area
Sewer District

50. Lower Laterals must not directly connect to main lines more than 19 feet deep / directly to trunk lines (lines with flow greater than 1 MGD). Connection to the sewer main line on Peter A McCuen Blvd will not be allowed except
at the manhole.

Sewer
Connection
Prior to Approval of
Improvement Plans
Sacramento Area
Sewer District

51. All onsite sewer plans and offsite sewer plans must be submitted separately to SASD for review and approval.

Sewer Plan
Submittals
Prior to Approval of
Improvement Plans
Sacramento Area
Sewer District

52. Permanent structures, walls, signs and footings will not be permitted within the existing SASD easement area
unless express written permission is obtained from
SASD.

SASD Easement
Areas
Prior to Approval of
Improvement Plans
Sacramento Area
Sewer District

53. All manholes not within public right of way must be accessible with an all-weather access road. Access Prior to Approval of Improvement Plans
Sacramento Area
Sewer District

54. Any landscaping within easement areas is limited to lawn or similar groundcover, or plant species that are not
environmentally protected and whose mature growth
does not exceed five feet in height. When planting, place a root barrier system, such as trifluralin fabric, between the main lines or laterals and any trees or shrubs planted within the easement area.

Landscaping Prior to Approval of
Improvement Plans
Sacramento Area
Sewer District

55. All water lines shall be located within a public right-of- way or within easements dedicated to SCWA.

SCWA
Easements
Prior to Approval of
Improvement Plans
Sacramento
County Water

ITEM 18.1. ATTACHMENT 3
CONDITIONS OF APPROVAL Exhibit B to the Resolution

City Council Jackson Properties Warehouse Storage Building September 2, 2025 Major Design Review Amendment & Height Exception

Category Timing/
Implementation
Enforcement/
Monitoring
Easements shall be reviewed and approved by
Sacramento County Water Agency prior to Improvement
Plan Approval or Final Map Approval
Agency

56. Destroy all abandoned wells on the proposed project site in accordance with the requirements of the Sacramento
County Environmental Health Division. Clearly show all abandoned/destroyed wells on the improvement plans for
the project. Prior to abandoning any existing agricultural wells, applicant shall use water from agricultural wells for grading and construction.

On-Site Wells Prior to Approval of
Improvement Plans
Sacramento
County Water
Agency

57. Civil Improvement Plans approved by SCWA are
required for relocation of the water main. A new water pipeline easement for the relocated portion of the water main shall be dedicated to SCWA.

Civil Plan
Submittals
Prior to Approval of
Improvement Plans
Sacramento
County Water
Agency

58. The water supply sequencing steps shall be: (1) install and cure temporary thrust restraints at locations where water main will be cut, (2) obtain approval from the Fire Department to shut down the fire loop, (3) request SCWA Operations to shut the isolation valves, (4) cut and
remove the existing water main and install the relocated water main except for tie-in’s (5) after disinfection, make the tie-in’s then (6) after new water system is ready for SCWA acceptance allow two months for SCWA to
abandon the portion of the existing water pipeline
easement under the proposed building.

Water Supply
Sequencing
Prior to Approval of
Improvement Plans
Sacramento
County Water
Agency

59. The Applicant shall dedicate a 12.5-foot public utility easement for overhead and/or underground facilities and appurtenances adjacent to all public street rights-of-way.

Easement
Dedications
Prior to Approval of
Improvement Plans SMUD

60. The Applicant shall dedicate any private drive, ingress and egress easement, (and 10-feet adjacent thereto) as
a public utility easement for (overhead and) underground facilities and appurtenances. All access roads shall meet minimum SMUD requirements for access roads.

Easement
Dedications
Prior to Approval of
Improvement Plans SMUD

ITEM 18.1. ATTACHMENT 3
CONDITIONS OF APPROVAL Exhibit B to the Resolution

City Council Jackson Properties Warehouse Storage Building September 2, 2025 Major Design Review Amendment & Height Exception

Category Timing/
Implementation
Enforcement/
Monitoring

61. The project plans show proposed stormwater
retention/detention basins. Please provide details on
vegetation management and debris/sedimentation
management and long-term maintenance of the
stormwater retention/detention basins including but not limited to; all inlets/outfalls, storm drains, storm drain manholes, drain inlets, and bioretention areas. It is the District’s goal to have all stormwater conveyances be
constructed in such a manner so that it does not breed
mosquitos or require mosquito control.

Stormwater
Management
Prior to Approval of
Improvement Plans
Mosquito and
Vector Control
District

62. All stormwater, drainage and water features including but not limited to: storm drains, storm drain manholes, drain inlets, and bioretention areas, and detention/retention basin shall be designed to be in compliance pursuant to the California Health and Safety Code (HSC 2060) to
discourage or eliminate mosquito breeding.

Water Feature
Requirements
Prior to Approval of
Improvement Plans
Mosquito and
Vector Control
District

63. Please ensure that any stormwater drainage features constructed do not hold water for more than 72 hours
and vegetation is maintained to prevent mosquito
breeding. (Please refer to the District’s BMP manual
SW-10).

Stormwater
Drainage
Prior to Approval of
Improvement Plans
Mosquito and
Vector Control
District

64. As stated in the designs it indicates that security fencing will be installed. Please note that District Staff will need full access to all proposed stormwater and drainage
features including but not limited to: storm drains, storm drain manholes, drain inlets, and bioretention areas, and detention/retention basins to conduct surveillance and
treatment of potential mosquito breeding habitats.

District Access Prior to Approval of
Improvement Plans
Mosquito and
Vector Control
District
Prior to Issuance of Building Permit

65. Structural setbacks less than 14-feet shall require the applicant to conduct a pre-engineering meeting with all utilities to ensure property clearances are maintained.

Structural
Setbacks
Prior to Issuance of
Building Permit SMUD

ITEM 18.1. ATTACHMENT 3
CONDITIONS OF APPROVAL Exhibit B to the Resolution

City Council Jackson Properties Warehouse Storage Building September 2, 2025 Major Design Review Amendment & Height Exception

Category Timing/
Implementation
Enforcement/
Monitoring

66. The Applicant shall not place any building foundations within 5-feet of any SMUD trench to maintain adequate
trench integrity. The Applicant shall verify specific
clearance requirements for other utilities (e.g., Gas,
Telephone, etc.).

Utility Clearance Prior to Issuance of
Building Permit SMUD

67. The Applicant shall comply with SMUD siting
requirements (e.g., panel size/location, clearances from SMUD equipment, transformer location, service
conductors). Information regarding SMUD siting
requirements can be found at:
https://www.smud.org/en/Business-Solutions-and-
Rebates/Design-and-Construction-Services.

Siting
Requirements
Prior to Issuance of
Building Permit SMUD

68. The Applicant shall dedicate and provide all-weather vehicular access for service vehicles that are up to
26,000 pounds. At a minimum: (a) the drivable surface
shall be 20-feet wide; and (b) all SMUD underground
equipment and appurtenances shall be within 15-feet
from the drivable surface.

Vehicular Access Prior to Issuance of
Building Permit SMUD

69. The applicant shall meet the following: Civil Site Plans and Architectural Plans shall be submitted and approved prior to Final Building Permit being issued. Fire Sprinkler and Fire Alarm plans shall be submitted prior to the Final Building Permit being issued. Please note: The
Sacramento Metro Fire District does not allow deferred
submittals for Fire Sprinkler or Fire Alarm plans.

Plan Submittals Prior to Issuance of
Building Permits
Sacramento
Metropolitan Fire
Department

70. Property Owner/Applicant shall participate in or provide a funding mechanism for maintenance services for the
project’s stormwater drainage and flood protection
system. This may be accomplished through annexation
to the City’s Stormwater Utility Fee District, or other financial mechanism as may be proposed and provided
by the Property Owner for the same purpose of providing Stormwater Utility
Fee District
Annexation
Prior to Issuance of
Building Permit Public Works

ITEM 18.1. ATTACHMENT 3
CONDITIONS OF APPROVAL Exhibit B to the Resolution

City Council Jackson Properties Warehouse Storage Building September 2, 2025 Major Design Review Amendment & Height Exception

Category Timing/
Implementation
Enforcement/
Monitoring
a funding mechanism to fund the operation and
maintenance of the Project’s stormwater drainage and
flood protection system. Costs associated with the
annexation shall be borne by the Property
Owner/Applicant through payment of the annexation
costs in the amount of $7,000 per annexation. Contact
Dalia Fadl at (916) 851-8718 with regard to the process to satisfy this condition of approval.

71. Applicant shall complete improvement plans to the
satisfaction of the Public Works Department.

Improvement plans shall include, but shall not be limited to:
• All onsite civil improvements
• Civil plan shall include an ADA access plan
• All facilities, including but not limited to, sidewalk, driveways, etc. shall meet current ADA requirements
and City Standards.
• Utility laterals
• High Visibility Enhanced crosswalks on Peter A.

McCuen Boulevard at Schriever Avenue and De
Bellevue Street to the satisfaction of Cordova
Recreation and Park District and the Public Works
Department.
• Replacement of damaged sidewalk and curb and
gutter along property frontage to the satisfaction of
The Public Works Department. Sidewalk panels shall
be replaced to the nearest joint
• All site fencing shall be decorative.
• Public improvement plans shall clearly delineate all
transitions to existing improvements
• All improvements to be designed and constructed to
the satisfaction of the Public Works Department.

Improvement
Plans
Prior to Issuance of
Building Permits Public Works

ITEM 18.1. ATTACHMENT 3
CONDITIONS OF APPROVAL Exhibit B to the Resolution

City Council Jackson Properties Warehouse Storage Building September 2, 2025 Major Design Review Amendment & Height Exception

Category Timing/
Implementation
Enforcement/
Monitoring
Complete installation of all improvements shown on the
improvement plan to satisfaction of the City prior to
occupancy

72. The owner must contact Permit Services Unit at
[email protected] or by phone at (916)
876-6100 to determine if sewer impact fees are due.

Fees are to be paid prior to the issuance of building
permits.

Sewer Impact
Fees
Prior to Issuance of a
Building Permit
Sacramento Area
Sewer District

73. A final landscape plan shall be submitted in conjunction with building permit submittals and approved by the
planning department prior to issuance of permits and/or any installation of landscape materials RCMC

23.716.020. The final landscape planting and irrigation plan shall be prepared by a registered licensed
landscape architect and include the following items per RCMC 22.180.060:
• Planting plan to scale that indicate slope
• Irrigation Plan
• Soils Test
• Water Use Calculations
• Irrigation Schedule
• Permeability test for LID facilities’ locations
• Soil media specifications (LID features)
Landscape Plan Prior to Issuance of
Building Permit
Planning / Public
Works

74. Project building will include skylights as well as a roof that is designed to carry solar panels for future
installation.

Roof Design Prior to Issuance of
Building Permit Planning

75. Facility shall provide adequate infrastructure and electrical capacity to prepare for future zero-emission future goods movement including EV charging for future
zero-emission vehicles as well as electrical plugs at
every loading dock station prior to usage for refrigerated trucks.

Infrastructure Prior to Issuance of
Building Permits Planning

ITEM 18.1. ATTACHMENT 3
CONDITIONS OF APPROVAL Exhibit B to the Resolution

City Council Jackson Properties Warehouse Storage Building September 2, 2025 Major Design Review Amendment & Height Exception

Category Timing/
Implementation
Enforcement/
Monitoring

76. EV Charging infrastructure to be installed upon
construction along with designated parking spaces to be provided to ensure the site is EV Ready consistent with California Green Building Code Requirements.

EV Infrastructure Prior to Issuance of
Building Permits
Planning /
Building

77. Signage shall be added to loading dock areas that states trucks parked in loading dock areas shall be shut off to reduce idling and no overnight parking of trucks is
permitted.

Truck Idling Prior to Issuance of
Building Permit Planning

78. A minimum 12’ screen wall shall be added along the loading area facing Old Placerville Road and shall extend out a minimum of 40’. With 4’ below grade loading
docks, screen wall shall be in total 16’ in height from lowest grade.

Screen Wall Prior to Issuance of
Building Permit Planning

79. Water intensive commercial and industrial building permit applicants must conduct a water use efficiency review
and submit the findings in required environmental
documentation for the project.

Water Use
Efficiency
Prior to Issuance of
Building Permits
Sacramento
County Water
Agency

80. The project requires efficient cooling systems, re- circulating pumps for fountains and ponds, and water
recycling systems for vehicle washing as a condition of service
Water Efficiency Prior to Issuance of
Building Permits
Sacramento
County Water
Agency

81. The project developer/owner shall pay Zone 40
development fees applicable at the time of building
permit issuance in accordance with Title 4 of the
Sacramento County Water Agency (SCWA) Code.

Development
Fees
Prior to Issuance of
Building Permits
Sacramento
County Water
Agency

82. The project shall conform to the specific provisions of the City of Rancho Cordova Landscaping Ordinance
(Municipal Code Title 23, Chapter 23.716)
Landscaping
Efficiency
Prior to Issuance of
Building Permits
Sacramento
County Water
Agency

83. All projects are subject to Sacramento Metro Air District rules and regulations in effect at the time of construction.

Please visit our website to find a list of the most common rules that apply at the construction phase of projects.

Construction
Rules and
Regulation
Prior to beginning of
Construction
Sacramento
Metropolitan Air
District

84. The Project shall provide an updated photometric plan showing foot-candle readings every 10 feet within the Outdoor Lighting Prior to Issuance of Building Permits Planning

ITEM 18.1. ATTACHMENT 3
CONDITIONS OF APPROVAL Exhibit B to the Resolution

City Council Jackson Properties Warehouse Storage Building September 2, 2025 Major Design Review Amendment & Height Exception

Category Timing/
Implementation
Enforcement/
Monitoring
property and 10 feet beyond the property lines, with the building permit submittal and shall also meet the
following applicable requirements for Outdoor Lighting:
• Nuisance Prevention: All outdoor lighting shall
be designed, located, installed, directed
downward or toward structures, shielded, and
maintained in order to prevent glare, light
trespass, and light pollution.
• Maintenance: Fixtures and lighting shall be
maintained in good working order and in a
manner that serves the original design intent.
• Shielding: All outdoor lighting shall be
constructed with full shielding and/or recessed to
reduce light trespass to adjoining properties.

Each fixture shall be directed downward and
away from adjoining properties and public rights-
of-way, so that no light fixture directly illuminates
an area outside of the site.
• Levels of Illumination: Parking lots, driveways,
trash enclosures/areas, public phones, and group
mailboxes shall be illuminated with a minimum
maintained one foot-candle of light and an
average not to exceed four foot-candles of light.
• Levels of Illumination: Pedestrian walkways
shall be illuminated with a minimum maintained
one-half foot-candle of light and an average not to
exceed two foot-candles of light.
• Levels of Illumination: Entryways and exterior
doors of non-residential structures shall be
illuminated during the hours of darkness, with a
minimum maintained one foot-candle of light,
measured within a five-foot radius on each side of
the door at ground level.
• Maximum Height of Freestanding Outdoor

ITEM 18.1. ATTACHMENT 3
CONDITIONS OF APPROVAL Exhibit B to the Resolution

City Council Jackson Properties Warehouse Storage Building September 2, 2025 Major Design Review Amendment & Height Exception

Category Timing/
Implementation
Enforcement/
Monitoring
Light Fixtures: The maximum height of
freestanding outdoor light fixtures shall be 24 feet.

Height shall be measured from the finish grade,
inclusive of the pedestal, to the top of the fixture.
• Energy-Efficient Fixtures Required: Outdoor
lighting shall utilize energy-efficient (high pressure
sodium, metal halide, low pressure sodium, hard-
wired compact fluorescent, or other lighting
technology that is of equal or greater efficiency)
fixtures and lamps. All new outdoor lighting
fixtures shall be energy-efficient with a rated
average bulb life of not less than 10,000 hours.

85. On-site public PA system or other address systems shall be located in areas that are controlled so that noise
levels do not exceed 45 dba at property line
Noise Prior to Issuance of
Building Permit Planning

86. Short-Term and Long-Term bicycle parking shall be
included on-site as required by the Sacramento County
Zoning Code section 330-130. Bicycle parking shall be
shown on Building Plans.

Bike Parking Prior to Issuance of
Building Permit Planning
Prior to Final Inspection

87. Install public and onsite improvements per the approved Public Works plans and to the satisfaction of the Public Works Department.

On-Site
Improvements
Prior to Final
Inspection Public Works

88. Upon completion of the installation of the landscaping, the designer shall certify that the landscape complies
with all city water conserving landscape requirements.

Certification shall be accomplished by completion of a
certificate of compliance on a form approved by the
director of the city public works department. Failure to submit a complete and accurate certificate of compliance will delay final approval of the project and/or discontinue water service per RCMC 22.180.090. Upon receipt of the
certificate of compliance and site inspection from City Water
Conservation
Requirements
Prior to Final Building
Inspection Public Works

ITEM 18.1. ATTACHMENT 3
CONDITIONS OF APPROVAL Exhibit B to the Resolution

City Council Jackson Properties Warehouse Storage Building September 2, 2025 Major Design Review Amendment & Height Exception

Category Timing/
Implementation
Enforcement/
Monitoring
staff, the landscaping performance bond will be released.

89. Record drawings of grading and improvement plans (1 full size and 1 half size hard copy), as well as a compact disc containing said plans in AutoCAD and pdf format,
and a GIS shape file, or equivalent to the satisfaction of the City Engineer shall be submitted and approved by the Public Works Department.

Drawing
Recordation
Prior to Final Building
Inspection Public Works

90. Approved numbers or addresses shall be placed on all new or existing buildings in such a position as to be
easily read from the street or road fronting the property.

The minimum size of the numbers shall not be less than
six (6) inches and shall be mounted immediately adjacent to a light source and shall also contrast with their
background.

Addresses Prior to Final Building
Inspection
Sacramento
Metro Fire

91. Applicant/Owner/Developer shall repair and replace all right-of-way damages caused by the construction of the
building to the satisfaction of the Public Works
Department. Damages include, but are not limited to:
pavement, sidewalks, curbs, and gutters.

Right-Of-Way
Damages
Prior to Final
Inspection/
Occupancy
Public Works

ADVISORY:

• FIRE: Any Gates shall be installed in accordance with The County Emergency Access Gates and Barriers Standard. Plan submittal is required prior to installation.

1 Jackson Properties Warehouse
CityOfRanchoCordova.org
Nick Sosa, Senior Planner
September 2, 2025
PLND-0924-0110 Major Design Review Amendment & Height Exception ITEM 18.1.

ATTACHMENT 4

2 Project Background
• The Project is locat ed within the Mather Field Special Planning Area (MFSPA) which references the 2003 Sacramento County Code as its regulatory document.
• The project is greater t han 75,000 SF and therefore is considered a Design Review Level II and per the MFSPA, City Council is the appropriate approval authority.
• The original Major De sign Review and Height Exception was approved on September 5, 2023.

ITEM 18.1.

ATTACHMENT 4

3 Project Request
• The Applicant is request ing a Major Design Review Amendment and Height Exception to re-orient the loading dock area of the building and update the site plan to accommodate this change. • The Applicant is also requesting a re-approval of a height exception to exceed the 40-foot allowed height maximum by approximately 3.5- feet.
• This exception was approved as part of the original
project for a height increase of 8-feet.

ITEM 18.1.

ATTACHMENT 4

4 Project Location
Douglas 98
Cordova
Community Pool
ITEM 18.1.

ATTACHMENT 4

5 Original Site Plan
Douglas 98
Cordova
Community Pool
ITEM 18.1.

ATTACHMENT 4

6 New Revised Site Plan
Douglas 98
Cordova
Community Pool
ITEM 18.1.

ATTACHMENT 4

7 Loading Dock Visibility
ITEM 18.1.

ATTACHMENT 4

8 Loading Dock Visibility
ITEM 18.1.

ATTACHMENT 4

9 Landscape Plan
ITEM 18.1.

ATTACHMENT 4

10 Building Elevations
ITEM 18.1.

ATTACHMENT 4

11 Building Elevations
ITEM 18.1.

ATTACHMENT 4

12 Building Elevations
12-foot Screen Wall for loading
dock area
ITEM 18.1.

ATTACHMENT 4

13 New Project Renderings
ITEM 18.1.

ATTACHMENT 4

14 New Project Renderings
ITEM 18.1.

ATTACHMENT 4

15 Height Exception
• Applicant is requesting a height exception to exceed the maximum allowed hei
ght from 40 feet to 43’-4”.
• A height exception was granted as part of the original project approval and all
owed the previous design to be constructed at a max height of 48-feet. • A height exception may be granted by the appropriate authority per the 2003 Sa
cramento County Code Section 301-22.
• Height limits for commercial and industrial buildings may be increased to a maximu
m of 150 feet in commercial and industrial land zones, provided that buildings are set back from the right-of way line of all abutting streets a distance equal to the height of the building.
• The Applicant is requesting a 43’-4” bui lding height and is showing measurements more than doubling that distance to the public right-of-way.

ITEM 18.1.

ATTACHMENT 4

16 Height Exception
ITEM 18.1.

ATTACHMENT 4

17 Height Exception
42 Foot
Peak
37 Foot
Peak
(Proposed)
43’-4” Foot
Peak
42 Foot
Peak
17’-7”
Feet
17’-7”
Feet
Two Story
Office
ITEM 18.1.

ATTACHMENT 4

18 Traffic Summary
• The Applicant has co mpleted an initial traffic study to ensure that the project is still within the allowable trips for the project.
• At the moment t here is no designated tenant, and the building has been labeled as a warehouse/manufacturing/light industrial land use category. • The project does propo se an increase of loading docks/roll up doors however, the use of roll up doors and loading docks as a form of trip generation measurement is variable and therefore may not accurately correlate with truck trips to the site.
• Although the proj ect does propose additional docks and roll up doors, the square footage of the facility is being reduced by approx. 4, 000 SF and therefore has resulted in a small reduction in trips from the original project. • Overall, the proj ect is still less than 1,000 trips per day or 100 trips during the peak hour and did not require additional traffic analysis.

ITEM 18.1.

ATTACHMENT 4

19 Environmental
• The project is exem pt from the California Environmental Quality Act (CEQA) pursuant to Section 15183, Projects
Consistent with a Community Plan, General Plan, or Zoning. • The proposed project has been reviewed and determined to be in conformity with the existing zoning, community plan, or general plan policies that were reviewed in the original certified EIR for the Mather Field Special Planning Area and no further CEQA review or environmental review is required.

ITEM 18.1.

ATTACHMENT 4

20 • Determine the project Exempt per Section 15183, Projects Consist
ent with a Community Plan, General Plan, or Zoning
• Adopt the Resolution for the Jackson Properties Major Design Review
Amendment and Height Exception project no. PLND-0924-
0110 subject to the findings, project plans Exhibit A and Conditions of Approval Exhibit B.

Recommended Motion
ITEM 18.1.

ATTACHMENT 4

21 Questions???
ITEM 18.1.

ATTACHMENT 4

MEMORANDUM

City Council Staff Report - Page 1 of 2

ITEM 19.1.

DATE: September 2, 2025

TO: Honorable Mayor and Council Members

FROM: Stefan Heisler, Housing Manager
Kristine Courdy, Senior Civil Engineer

SUBJECT: MILLS CROSSING PROJECT DISCUSSION

RECOMMENDATION

Receive presentation, provide feedback.

RESULT OF RECOMMENDED ACTION

The City Council will receive a presentation describing four potential implementation scenarios and next steps for the Mills Crossing Project (the “Project”). The four scenarios consider a range of project implementation options between moving forward with the full designed and entitled project and deferring the project for a future time. Council discussion and direction is requested for staff to move forward with next steps for the preferred implementation scenario.

BACKGROUND

The Project received entitlement approvals on June 2 and July 7, 2025. These included Major Design Review, Environmental Impact Report, Tentative Subdivision Map, and Specific Plan Amendment. The City’s developer partner, Griffin Swinerton, is completing the design development drawings for the site infrastructure and commercial components necessary to prepare a Guaranteed Maximum Price per the City’s executed Predevelopment Agreement.

Through the approved design review, the Project is entitled for a 36,000 square foot community commercial and health & wellness building, a 25,000 square foot community arts center, and a 10,000 square foot community commercial and retail building, approximately two acres of plaza and community green spaces, and two additional parcels with capacity for 100-120 housing units.

Per Council discussions regarding the Project on April 21 and May 27, 2025, staff have prepared several Project implementation scenarios for Council discussion. These scenarios consider a range of implementation options including full buildout as entitled, building portions of the Project, and deferring the Project to a future time. Each scenario considers the next steps that will be taken for the corresponding scenario.

This discussion will include whether to utilize grant funding received for community health and site infrastructure. This includes a $7,000,000 Behavioral Health Continuum Infrastructure Program (“BHCIP”) grant from the California Department of Health Care Services, a $4,688,000 Green Means Go (“GMG”) grant from the Sacramento Area Council of Governments, and a

City Council Staff Report - Page 2 of 2

$4,000,000 Regional Early Action Program High Impact Transformative (“REAP HIT”) grant from the California Department of Housing and Community Development. All three of these grants have an expenditure deadline of December 31, 2026.

FISCAL IMPACT AND FUNDING SOURCE

There is no fiscal impact for this discussion, no new financial commitments are being made with this agenda item. Direction is requested regarding the preferred implementation scenario for Mills Crossing. Depending on the preferred scenario directed by Council, future actions over the next 6-12 months will involve financial commitments that will be considered when those actions are taken.

ATTACHMENT(S)

1. Presentation

Mills Crossing Project Discussion
September 2, 2025
ITEM 19.1.

ATTACHMENT 1

• The Project was entitled in June 2025 including an approved map, zone change and Environmental Impact Report
• Design Development for the entitled site is complete
• The City secured Project grant funds with the following deadlines:
• $9.6M SACOG GMG (December 2026) – Site Work
• $7M BHCIP (December 2026) – Building 1
• Further Project direction based on the grant funding expenditure deadlines
Introduction
ITEM 19.1.

ATTACHMENT 1

Meeting Goals
Present
• Present Implementation Scenarios for the Project

Receive
• City Council feedback
Next Steps
• Outline Next Steps
• Phase 2 Agreements, GMP and Financing Plan (Scenarios 1-3) ITEM 19.1.

ATTACHMENT 1

SCENARIO 1 SCENARIO 2 SCENARIO 3 No Project
Full Mills Crossing
project
Cost: $120M
• Building 1 – Medical Office
• Building 2 – Arts Center
• Building 3 – Events Hall
• Site Work – Grading,
Utilities, Roads, Plaza,
Project Green, Parking,
Folsom Blvd and La Loma
Streetscape
Modified Mills Crossing
project
Cost: $105M
• Building 1 – Medical Office
• Building 2 – Arts Center
• No Building 3
• Site Work – Grading,
Utilities, Roads, Plaza,
Project Green, Parking,
Folsom Blvd and La Loma
Streetscape
Spend Only GMG Grant
Funds
Cost: $10M SACOG GMG
Grant, forfeit $7M BHCIP Grant
• Build roadway network,
grade the site, install
underground utilities with
$9.6 million grant funds
• Create housing parcels for
residential development
• Site Work – Grading, Utilities,
Roads only
• No Community Facilities
• No Plaza, Project Green and
Parking
Land bank the entitled
project
• Defer project
• Forfeit $16M of grant funds –
$7M BHCIP , $9.6 SACOG GMG
ITEM 19.1.

ATTACHMENT 1

Housing Parcel 1
Housing
Parcel 2
B1
B2
B3
SCENARIO 1
Cost: $120M
Utilize $7M BHCIP, $9.6 SACOG GMG
SCOPE
Full Mills Crossing
project, including:
• Building 1 – Medical
Office (up to 36,000 sf)
• Building 2 – Arts
Center (25,000 sf)
• Building 3 – Events
Hall (10,000 sf)
• Site Work – Grading,
Utilities, Roads, Plaza,
Project Green, Parking,
Folsom Blvd and La
Loma Dr Streetscape
ITEM 19.1.

ATTACHMENT 1

MILLS CROSSING
B1
B2
B3
ITEM 19.1.

ATTACHMENT 1

Size Up to 36,000 SF
Cost $31,000,000
Programming /
Occupancy Community Health
BUILDING 1 | COMMUNITY HEALTH
• Outpatient Care Facilities, services including:
• Primary care
• Integrated Licensed Clinical Social Worker meeting patients' behavioral health needs Community Health Programming
Community Health
ITEM 19.1.

ATTACHMENT 1

Housing Parcel 1
Housing
Parcel 2
B1
B2
B3
SCENARIO 2
Cost: $105M
Utilize $7M BHCIP, $9.6 SACOG GMG
SCOPE
Modified Mills
Crossing project,
including:
• Building 1 – Medical
Office (up to 36,000 sf)
• Building 2 – Arts Center
(25,000 sf)
• No Building 3
• Site Work – Grading,
Utilities, Roads, Plaza,
Project Green, Parking,
Folsom Blvd and La
Loma Drive Streetscape
ITEM 19.1.

ATTACHMENT 1

Late 2025
• PDA Amendment
Early 2026
• Project Agreements/GMP
Summer 2026
• Project Permits
Late 2026
• Groundbreaking
Scenario 1 & 2 Next Steps
ITEM 19.1.

ATTACHMENT 1

Housing Parcel 1
Housing
Parcel 2
SCENARIO 3
Utilize $9.6M GMG Grant
Cost: $10M
Forfeit $7M BHCIP Grant
SCOPE
Spend GMG Grant
Funds Only
• Build roadway
network, grade the
site, install
underground utilities
with $9.6 million
grant funds
• Create housing
parcels for residential
development
• Site Work – Grading,
Utilities, Roads only
• No Community
Facilities
• No Plaza, Project
Green and Parking
ITEM 19.1.

ATTACHMENT 1

• Expends $9.6M GMG in Available Grant Funding
• The GMG Grant Funding Program is tied to creating housing • Utilities and site layouts are based on current entitlements • Next steps include re-visioning of the Commercial Properties • Restart public-use visioning
• Reserve for future private commercial development
• Pivot more towards additional housing uses
• Surplus Land Act maybe required for commercial private developments Scenario 3 – Key Considerations
ITEM 19.1.

ATTACHMENT 1

Late 2025
• PDA Amendment
• Permitting & Utility Coordination
• Housing Coordination
Early 2026
• Project Agreements/GMP
• Re-visioning for the Site, Surplus Land Act
Summer 2026
• Site Work Groundbreaking
Scenario 3 - Next Steps
ITEM 19.1.

ATTACHMENT 1

SCENARIO 4
No Project
Forfeit $9.6M GMG and $7M BHCIP Grants

ACCOMPLISHMENTS
• Fully entitled Project
• Certified Environmental Impact
Report
• Soil Remediation Project
• Completed Design
Development
• A
ITEM 19.1.

ATTACHMENT 1

• Update Granting Agencies
• Future Council Direction on Project Funding
• Re-visioning for the Site
• Surplus Land Act
Scenario 4 - Next Steps
ITEM 19.1.

ATTACHMENT 1

• Council Input on the Four Scenarios
• Scenario 1 = $120M, Full Project Build out
• Scenario 2 = $105M, Buildings 1 & 2
• Scenario 3 = $10M Site Work
• Scenario 4 = Entitled Site for a Future Project
• Provide Staff with Project Direction
Council Discussion
ITEM 19.1.

ATTACHMENT 1

SCENARIO 1 SCENARIO 2 SCENARIO 3 No Project
Full Mills Crossing
project
Cost: $120M
• Building 1 – Medical Office
• Building 2 – Arts Center
• Building 3 – Events Hall
• Site Work – Grading,
Utilities, Roads, Plaza,
Project Green, Parking,
Folsom Blvd and La Loma
Streetscape
Modified Mills Crossing
project
Cost: $105M
• Building 1 – Medical Office
• Building 2 – Arts Center
• No Building 3
• Site Work – Grading,
Utilities, Roads, Plaza,
Project Green, Parking,
Folsom Blvd and La Loma
Streetscape
Spend Only GMG Grant
Funds
Cost: $10M SACOG GMG
Grant, forfeit $7M BHCIP Grant
• Build roadway network,
grade the site, install
underground utilities with
$9.6 million grant funds
• Create housing parcels for
residential development
• Site Work – Grading, Utilities,
Roads only
• No Community Facilities
• No Plaza, Project Green and
Parking
Land bank the entitled
project
• Defer project
• Forfeit $16M of grant funds –
$7M BHCIP , $9.6 SACOG GMG
ITEM 19.1.

ATTACHMENT 1

MEMORANDUM

City Council Staff Report - Page 1 of 3

ITEM 19.2.

DATE: September 2, 2025

TO: Honorable Mayor and Council Members

FROM: Michelle Mingay, Finance Manager

SUBJECT: A RESOLUTION AUTHORIZING THE ISSUANCE OF SPECIAL TAX BONDS FOR AND ON BEHALF OF IMPROVEMENT AREA NO. 3 OF

THE CITY OF RANCHO CORDOVA THE RANCH COMMUNITY
FACILITIES DISTRICT NO. 2021-1, APPROVING AND DIRECTING

THE EXECUTION OF A FISCAL AGENT AGREEMENT, APPROVING

THE FORM OF PRELIMINARY OFFICIAL STATEMENT, APPROVING

SALE OF SUCH BONDS, AND APPROVING OTHER RELATED

DOCUMENTS AND ACTIONS

RECOMMENDATION

Adopt the Resolution.

RESULT OF RECOMMENDED ACTION

Adoption of the Resolution would authorize the sale of Special Tax Bonds (the “Bonds”) for and on behalf of Improvement Area No. 3 of the Ranch Community Facilities District No. 2021-1 for the purpose of providing money for the acquisition and construction of improvements, and the payment of certain development impact fees related to the project, within the Community Facilities District.

BACKGROUND

The Ranch Community Facilities District No. 2021-1 (“CFD 2021-1”) or (the “District”) was formed in 2021 to assist in the financing of the acquisition and construction of certain public facilities and payment of certain fees within a portion of the Ranch project, and at the time the City Council approved the necessity to incur bonded indebtedness in a maximum principal amount not to exceed $86,470,000. Through various City Council actions, Improvement Areas 1, 2 & 3 were designated within the District, with bonded indebtedness and annual appropriations limit of $20,350,000 for the territory within Improvement Area No. 1, $14,000,000 for the territory within Improvement Area No. 2, and $16,000,000 for the territory within Improvement Area No. 3. Bonds have previously been issued for Improvement Area No. 1 ($12,971,000 in 2022) and Improvement Area No 2 ($10,880,000 in February 2025).

Based on the current status of the property within Improvement Area No. 3 of the District, the appraisal estimates the value of the property within Improvement Area No. 3 at approximately $80.25 million. This has created an opportunity for the District to issue special tax bonds. Based on the expected bond par amount, the property value compared to bonded debt lien would

City Council Staff Report - Page 2 of 3

exceed the required 4:1 value to lien requirement, which is consistent with prior special tax bonds issued within the City.

The proposed financing-related resolution approves: (i) the sale of the Bonds in an amount not to exceed $15 million; (ii) a Fiscal Agent Agreement; (iii) the Preliminary Official Statement; (iv) Bond Purchase Agreement, and authorizes related documents on behalf of the District. Descriptions of these documents are as follows:
• Fiscal Agent Agreement: The Fiscal Agent Agreement allows U.S. Bank to act on behalf of the City to provide for the issuance of the Bonds, the disbursement of proceeds of the Bonds, the disposition of the special taxes securing the Bonds, and the administration and payment of the Bonds.
• Bond Purchase Agreement: The Bond Purchase Agreement is a legally binding document between the issuer (City on behalf of the District) and an underwriter (Piper Sandler & Co.) establishing the terms of the Bond sale wherein the City agrees to sell the Bonds to the underwriter. At the bond closing, the City delivers the Bonds to the underwriter, and the underwriter pays the City for them and simultaneously completes the sale to investors, all at the price and yield established during the Bond pricing call and reflected in the agreement at the time it is signed. Currently the pricing is scheduled for the week of September 15th.
• Preliminary Official Statement: The preliminary Official Statement is a document that serves as the offering prospectus for the Bonds. It is the disclosure document relied on by Bond investors that details the underlying security for the Bonds and all associated investment risks. The Official Statement sets forth the security for the bonds and other important details about the District and is used by the underwriter to market the Bonds to ultimate investors.

Assuming the City Council approves this financing, staff will work with the Bond finance team to determining the final Bond sizing, and the preliminary Official Statement will be finalized and posted electronically for investors to review. Assuming the market remains stable, the City; NHA Advisors, LLC, the City’s Municipal Advisor; and Piper Sandler & Co., the bond underwriter, will hold a pre-pricing call the week of September 15th to review bond market conditions and the preliminary interest rates, after which, the Bonds will be sold. An authorized officer will then execute, on behalf of the City, a Bond Purchase Agreement with Piper Sandler & Co., finalizing the bond interest rates and setting the delivery date, which is anticipated to occur the week of September 29th.

FISCAL IMPACT AND FUNDING SOURCE

There is no fiscal impact. The Special Tax Bonds are secured solely by the Special Taxes levies within the District and are not a debt of the City’s General Fund. Costs of issuance are payable solely from Bond proceeds.

In accordance with Government Code 5852.1, the following information consists of estimates of certain costs and charges for the Bonds that have been provided by NHA Advisors, LLC, the City’s municipal advisor, which has been represented by such party to have been provided in good faith: (1) estimated true interest cost of the Bonds: 5.72%; (2) estimated finance charge of the Bonds (sum of all fees and charges paid to third parties): $587,938; (3) estimated amount of proceeds of the Bonds received by the City (net of finance charges, reserves and capitalized interest, if any): $10,091,525; and (4) estimated total payment amount (sum total of all

City Council Staff Report - Page 3 of 3

payments to pay debt service on the Bonds plus the finance charge not paid with proceeds of the Bonds) calculated to the final maturity of the Bonds: $26,674,482.

ATTACHMENT(S)

1. Resolution

2. Fiscal Agent Agreement

3. Bond Purchase Agreement

4. Preliminary Official Statement

ITEM 19.2. ATTACHMENT 1
Resolution No. XX-2025 Page 1 of 5

CITY OF RANCHO CORDOVA

RESOLUTION NO. XX-2025

A RESOLUTION AUTHORIZING THE ISSUANCE OF SPECIAL TAX BONDS FOR AND ON BEHALF OF IMPROVEMENT AREA NO. 2 OF THE CITY OF RANCHO CORDOVA THE RANCH COMMUNITY FACILITIES DISTRICT NO. 2021-1, APPROVING AND DIRECTING THE EXECUTION OF A FISCAL

AGENT AGREEMENT, APPROVING THE FORM OF PRELIMINARY OFFICIAL

STATEMENT, APPROVING SALE OF SUCH BONDS, AND APPROVING

OTHER RELATED DOCUMENTS AND ACTIONS

WHEREAS, the City Council has conducted proceedings under and pursuant to the Mello-Roos Community Facilities Act of 1982, as amended (the “Act”), to (i) establish the City of Rancho Cordova The Ranch Community Facilities District No. 2021-1 (the “CFD”), (ii) designate within the CFD, “Improvement Area No. 1 of the City of Rancho Cordova The Ranch Community Facilities District No. 2021-1” (“Improvement Area No. 1”), and (iii) establish a “City of Rancho Cordova The Ranch Community Facilities District No. 2021-1 (Future Annexation Area)” for the CFD (the “Future Annexation Area”); and

WHEREAS, under the Act, the City Council is authorized to issue bonded indebtedness secured by special taxes levied within the CFD and improvement areas therein for the purpose of providing moneys for the construction and acquisition of improvements, and the payment of certain fees, authorized for the CFD; and

WHEREAS, on December 6, 2021, the City Council, as legislative body of the CFD, established the bonded indebtedness limit for the CFD in the principal amount of not to exceed $86,470,000 (excluding bonds described in Section 53364.2(e) of the Act), initially allocated as follows: (i) for Improvement Area No. 1, $20,350,000 and (ii) for land within the Future Annexation Area, $66,120,000; and

WHEREAS, in October 2022 the City issued bonds for Improvement Area No. 1 of the District and in March 2025 the City issued bonds for Improvement Area No. 2 of the District; and

WHEREAS, this Council authorized land to be annexed to the District from the Future Annexation Area by unanimous consent of the owner(s) of land proposed to be annexed, and pursuant to a Unanimous Consent, Waiver and Vote of Sole Landowner, dated April 2, 2024 land designated as Improvement Area No. 3 of the District (“Improvement Area No. 3”) was annexed to the District and bonded indebtedness for Improvement Area No. 3 was authorized in the amount not to exceed $16,000,000 (the “Authorization”) , and the City now desires to issue the first series of special tax bonds under the Authorization; and

WHEREAS, there has been submitted to the City Council a Fiscal Agent Agreement, between the City and U.S. Bank Trust Company, National Association, as fiscal agent (the “Fiscal Agent Agreement”), providing for the issuance of a first series of special tax bonds of the City for Improvement Area No. 3, designated as the “City of Rancho Cordova The Ranch Community Facilities District No. 2021-1 Improvement Area No. 3 Special Tax Bonds Series 2025” (the “Bonds”), and the City Council, with the aid of City staff, has reviewed the Fiscal Agent Agreement and found it to be in proper order for the purpose intended, and now desires to approve the Fiscal Agent Agreement and the issuance of the Bonds; and

ITEM 18.1. ATTACHMENT 1

Resolution No. XX-2025 Page 2 of 5

WHEREAS, the City proposes to sell the Bonds to Piper Sandler & Co., as underwriter (the “Underwriter”), pursuant to the terms of a Bond Purchase Agreement (the “Bond Purchase Agreement”) by and between the City and the Underwriter, and the Underwriter proposes to offer the Bonds to the investing public by means of a Preliminary Official Statement (the “Preliminary Official Statement”); and

WHEREAS, the information required to be obtained and disclosed with respect to the Bonds in accordance with Government Code Section 5852.1 is set forth in the staff report accompanying this Resolution; and

WHEREAS, all conditions, things and acts required to exist and to have been performed precedent to and with respect to the issuance of the Bonds and the levy of the special taxes securing the Bonds, as contemplated by this resolution and the Fiscal Agent Agreement, have happened and exist as required by the laws of the State of California, including the Act, and the actions to be performed in due time for the issuance of the Bonds conform in form and manner to the applicable laws of the State of California, including the Act.

NOW, THEREFORE, BE IT HEREBY RESOLVED BY THE CITY COUNCIL OF THE CITY OF RANCHO CORDOVA as follows:

SECTION 1. Findings. This Council finds and determines that (i) it is prudent in the management and development of land in the City and the CFD to issue the Bonds to provide money for the construction and acquisition of improvements, and the payment of certain fees, authorized for the CFD, and (ii) the Bonds, the CFD and Improvement Area No. 3 of the CFD are substantially in compliance with the City’s Statement of Policies and Procedures for Special Assessment and Community Facilities District Debt Financing Programs, with any deviations hereby approved.

SECTION 2. Law Applicable. For the purposes of these proceedings in and for the CFD, the Act shall be the authority for the issuance of the Bonds.

SECTION 3. Bonds Authorized. Pursuant to the Act, this Resolution and the Fiscal Agent Agreement, the Bonds, in an aggregate principal amount not to exceed $15,000,000, are hereby authorized to be issued. The Bonds shall be executed in the form set forth in, and otherwise as provided in, the Fiscal Agent Agreement. The Bonds shall be dated and executed in the forms, be in the principal amounts, denominations, mature, be payable at the place and in the priorities and bear interest at the rates as set forth in and otherwise as provided in the Fiscal Agent Agreement.

The Bonds shall not be issued unless the value of the real property within Improvement Area No. 3 subject to the special tax to pay debt service on the Bonds, based on assessed values and/or an appraisal by an independent appraiser hired by the City for the purpose of determining such value, is at least four times the proposed principal amount of the Bonds proposed to be issued and secured by a special tax levied pursuant to the Act on property within Improvement Area No. 3.

SECTION 4. Fiscal Agent Agreement. The Fiscal Agent Agreement in substantially the form on file with the City Clerk is hereby approved. The City Manager, Deputy City Manager, Administrative Services Director or such other person or persons as any of them may designate (each an “Authorized Officer”) are hereby separately authorized and directed to execute and

ITEM 18.1. ATTACHMENT 1

Resolution No. XX-2025 Page 3 of 5

deliver the Fiscal Agent Agreement, with such additions thereto or changes therein as are approved by the Authorized Officer upon consultation with the City’s bond counsel, and including but not limited to such additions or changes as are necessary or advisable to permit the timely issuance, sale and delivery of the Bonds; provided, however, that no additions or changes shall authorize the issuance of an aggregate principal amount of Bonds which would cause bonds issued for Improvement Area No. 3 to be in excess of the Authorization.

The date, manner of payment, interest rate or rates, interest payment dates, denominations, form, registration privileges, manner of execution, place of payment, terms of redemption and other terms of the Bonds shall be as provided in the Fiscal Agent Agreement, as finally approved and executed by an Authorized Officer. The terms and provisions of the Fiscal Agent Agreement, as finally executed, are incorporated herein by reference as if fully set forth herein. The approval of such additions or changes shall be conclusively evidenced by the execution and delivery of the Fiscal Agent Agreement by an Authorized Officer.

SECTION 5. Bond Preparation and Delivery; Sale of the Bonds. The Bonds, when executed, shall be delivered to the fiscal agent for authentication. The fiscal agent is hereby requested and directed to authenticate the Bonds by executing the fiscal agent’s certificate of authentication and registration appearing thereon, and to deliver the Bonds, when duly executed and authenticated, to the Underwriter in accordance with written instructions executed on behalf of the City by the Mayor and/or an Authorized Officer, which instructions are hereby authorized, for and in the name and on behalf of the City, to be delivered.

SECTION 6. Covenant to Foreclose. The City hereby covenants, for the benefit of the owners of the Bonds, to commence and diligently pursue to completion any foreclosure action regarding delinquent installments of any amount levied as a special tax for the payment of debt service on the Bonds, said foreclosure action to be commenced and pursued as more completely set forth in the Fiscal Agent Agreement.

SECTION 7. Approval of Preliminary Official Statement. The City Council hereby approves the Preliminary Official Statement in substantially the form presented to the City Council at this meeting. The Authorized Officers are each hereby authorized and directed to execute a final Official Statement (the “Official Statement”), for and in the name and on behalf of the City, in such form, together with any additions thereto or changes therein deemed necessary or advisable by the Authorized Officer executing such document upon consultation with the City’s bond counsel. The City Council hereby authorizes and directs the Underwriter to distribute copies of the Preliminary Official Statement to persons who may be interested in the purchase of the Bonds and to deliver copies of the Official Statement to all actual purchasers of the Bonds. The City Council hereby authorizes the delivery of the Preliminary Official Statement and the Official Statement. The City Council hereby authorizes and directs an Authorized Officer, on behalf of the City, to deem “final,” pursuant to Rule 15c2-12 of the Securities Exchange Act of 1934, the Preliminary Official Statement prior to its distribution to prospective purchasers of the Bonds.

SECTION 8. Approval of Purchase Agreement. The City Council hereby approves the Bond Purchase Agreement; provided, however, that the aggregate principal amount of Bonds shall not exceed $15,000,000 or result in an Underwriter’s discount in excess of 1.50%, or a true interest cost in excess of 6.95%. Subject to the foregoing parameters, an Authorized Officer is hereby authorized and directed to execute the Bond Purchase Agreement in substantially the form on file with the City Clerk, together with such changes and additions thereto deemed advisable by the Authorized Officer executing the same. The City Council hereby finds and

ITEM 18.1. ATTACHMENT 1

Resolution No. XX-2025 Page 4 of 5

determines that the sale of the Bonds at negotiated sale as contemplated by the Bond Purchase Agreement will result in a lower overall cost.

SECTION 9. Actions Authorized. All actions heretofore taken by the officers, employees and agents of the City with respect to the establishment of the CFD and the designation of Improvement Area No. 3 therein, and the sale and issuance of the Bonds are hereby approved, confirmed and ratified, and the Authorized Officers are hereby authorized and directed to do any and all things and take any and all actions and execute any and all certificates, agreements and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Bonds in accordance with this Resolution, and any certificate, agreement, and other document described in the documents herein approved. All actions to be taken by an Authorized Officer as specified herein, may be taken by the Authorized Officer or any designee, with the same force and effect as if taken by such Authorized Officer.

SECTION 10. Effectiveness. This Resolution shall take effect immediately upon its adoption.

PASSED AND ADOPTED by the City Council of the City of Rancho Cordova on the 2nd day of September 2025 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

__________________________________
Siri Pulipati, Mayor

ATTEST:

Stacy Leitner, CMC
City Clerk

Jones Hall Draft 8.20.25
FI

SCAL AGENT AGREEMENT
by and between

CITY OF RANCHO CORDOVA
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Fiscal Agent
Dated as of October 1, 2025
Relating to:
$___________
Improvement Area No. 3 of
City of Rancho Cordova
The Ranch Community Facilities District No. 2021-1
Special Tax Bonds Series 2025
ITEM 19.2.

ATTACHMENT 2

i

TABLE OF CONTENTS

ARTICLE I

STATUTORY AUTHORITY AND DEFINITIONS
Section 1.01. Authority for this Agreement ............................................................................................ 3 Section 1.02. Agreement for Benefit of Bondowners ............................................................................ 3 Section 1.03. Definitions ........................................................................................................................ 3

ARTICLE II

THE BONDS
Section 2.01. Principal Amount; Designation ...................................................................................... 11 Section 2.02. Terms of 2025 Bonds .................................................................................................... 11 Section 2.03. Redemption ................................................................................................................... 12 Section 2.04. Form of Bonds ............................................................................................................... 15 Section 2.05. Execution of Bonds ....................................................................................................... 15 Section 2.06. Transfer of Bonds .......................................................................................................... 15 Section 2.07. Exchange of Bonds ....................................................................................................... 15 Section 2.08. Bond Register ................................................................................................................ 16 Section 2.09. Temporary Bonds .......................................................................................................... 16 Section 2.10. Bonds Mutilated, Lost, Destroyed or Stolen .................................................................. 16 Section 2.11. Limited Obligation .......................................................................................................... 16 Section 2.12. Book-Entry Only System ............................................................................................... 17 Section 2.13. No Acceleration ............................................................................................................. 18

ARTICLE III

ISSUANCE OF BONDS
Section 3.01. Issuance and Delivery of Bonds .................................................................................... 19 Section 3.02. Application of Proceeds of Sale of Bonds and Collection of Special Tax ...................... 19 Section 3.03. Special Tax Fund .......................................................................................................... 19 Section 3.04. Improvement Fund ........................................................................................................ 20 Section 3.05. Costs of Issuance Fund ................................................................................................. 21

ARTICLE IV
SPECIAL TAX REVENUES; BOND FUND AND RESERVE FUND
Section 4.01. Pledge of Special Tax Revenues and Other Amounts. ................................................. 22 Section 4.02. Bond Fund ..................................................................................................................... 22 Section 4.03. Reserve Fund ................................................................................................................ 23

ARTICLE V

OTHER COVENANTS OF THE CITY
Section 5.01. Punctual Payment ......................................................................................................... 26 Section 5.02. Limited Obligation .......................................................................................................... 26 Section 5.03. Extension of Time for Payment ..................................................................................... 26 Section 5.04. Against Encumbrances ................................................................................................. 26 Section 5.05. Books and Accounts ...................................................................................................... 26 Section 5.06. Protection of Security and Rights of Owners ................................................................. 26 Section 5.07. Compliance with Law; Completion of Project ................................................................ 27 Section 5.08. Private Activity Bond Limitation ..................................................................................... 27 Section 5.09. Federal Guarantee Prohibition ...................................................................................... 27 Section 5.10. Collection of Special Tax Revenues .............................................................................. 27 Section 5.11. Further Assurances ....................................................................................................... 27 Section 5.12. No Arbitrage .................................................................................................................. 28 Section 5.13. Maintenance of Tax-Exemption ..................................................................................... 28 Section 5.14. Annual State Reports .................................................................................................... 28 Section 5.15. Covenant to Foreclose .................................................................................................. 28 Section 5.16. Continuing Disclosure to Owners .................................................................................. 29 ITEM 19.2.

ATTACHMENT 2

ii
Section 5.17. No Additional Bonds ...................................................................................................... 29 Section 5.18. Yield of the Bonds ......................................................................................................... 29

ARTICLE VI
INVESTMENTS; DISPOSITION OF INVESTMENT PROCEEDS;

LIABILITY OF THE CITY
Section 6.01. Deposit and Investment of Moneys in Funds ................................................................ 30 Section 6.02. Rebate of Excess Investment Earnings to the United States ........................................ 31 Section 6.03. Limited Obligation .......................................................................................................... 31

ARTICLE VII

THE FISCAL AGENT
Section 7.01. Appointment of Fiscal Agent ......................................................................................... 32 Section 7.02. Liability of Fiscal Agent .................................................................................................. 32 Section 7.03. Information .................................................................................................................... 33 Section 7.04. Notice to Fiscal Agent ................................................................................................... 33 Section 7.05. Compensation, Indemnification ..................................................................................... 34

ARTICLE VIII

MODIFICATION OR AMENDMENT

OF THIS AGREEMENT
Section 8.01. Amendments Permitted ................................................................................................. 35 Section 8.02. Owners’ Meetings .......................................................................................................... 35 Section 8.03. Procedure for Amendment with Written Consent of Owners ......................................... 36 Section 8.04. Disqualified Bonds ......................................................................................................... 36 Section 8.05. Effect of Supplemental Agreement ................................................................................ 36 Section 8.06. Endorsement or Replacement of Bonds Issued After Amendments ............................. 37 Section 8.07. Amendatory Endorsement of Bonds ............................................................................. 37 Section 8.08. Opinion of Counsel Regarding Supplemental Agreement ............................................. 37

ARTICLE IX

MISCELLANEOUS
Section 9.01. Benefits of Agreement Limited to Parties ...................................................................... 38 Section 9.02. Successor is Deemed Included in All References to Predecessor ............................... 38 Section 9.03. Discharge of Agreement ................................................................................................ 38 Section 9.04. Execution of Documents and Proof of Ownership by Owners ...................................... 39 Section 9.05. Waiver of Personal Liability ........................................................................................... 39 Section 9.06. Notices to and Demands on City and Fiscal Agent ....................................................... 39 Section 9.07. Partial Invalidity ............................................................................................................. 40 Section 9.08. Unclaimed Moneys ........................................................................................................ 40 Section 9.09. Applicable Law .............................................................................................................. 40 Section 9.10. Conflict with Act ............................................................................................................. 40 Section 9.11. Conclusive Evidence of Regularity ................................................................................ 40 Section 9.12. Payment on Business Day ............................................................................................ 40 Section 9.13. Counterparts .................................................................................................................. 40 Section 9.14. U.S.A. Patriot Act .......................................................................................................... 40

EXHIBIT A FORM OF BOND
ITEM 19.2.

ATTACHMENT 2

FISCAL AGENT AGREEMENT

THIS FISCAL AGENT AGREEMENT (the “Agreement”) is made and entered into and dated as of October 1, 2025, by and between the City of Rancho Cordova, California, a municipal corporation and public body, corporate and politic, organized and existing under and by virtue of the Constitution and laws of the State of California (the “City”) for and on behalf of th e City of Rancho Cordova The Ranch Community Facilities District No. 2021-1 (the “District”), and U.S.

Bank Trust Company, National Association, a nationa l banking association duly organized and existing under the laws of the United States of America with a corporate trust office located in Seattle, Washington, as fiscal agent (the “Fiscal Agent”).

W I T N E S S E T H :

WHEREAS, the City Council has conducted proceedings under and pursuant to the Mello- Roos Community Facilities Act of 1982, as amended (the “Act”), to (i) establish the District (ii) designate within the District, “Improvement Area No. 1 of the City of Ranc ho Cordova The Ranch Community Facilities District No. 2021-1” (“Improvement Area No. 1”), and (iii) establish a “City of Rancho Cordova The Ranch Community Facilities District No. 2021-1 (Future Annexation Area)” for the District (the “Future Annexation Area”); and

WHEREAS, under the Act, the City Council is authorized to issue bonded indebtedness secured by special taxes levied within the District and improvement areas therein for the purpose of providing moneys for the construction and acquisition of improvements, and the payment of certain fees, authorized for the District; and

WHEREAS, on December 6, 2021, the City Council, as legislative body of the District, established the bonded indebtedness limit for the District in the principal amount of not to exceed $86,470,000 (excluding bonds described in Section 53364.2(e) of the Act), initially allocated as follows: (i) for Improvement Area No. 1, $20,350,000 and (ii) for land within the Future Annexation Area, $66,120,000; and

WHEREAS, this Council has also authorized land to be annexed to the District from the Future Annexation Area by unanimous consent of the owner(s) of land proposed to be annexed, and pursuant to Resolution No. 37 -2024 adopted by this Council on April 2 , 2024 and the Unanimous Consent, Waiver and Vote of Sole Landowner, dated April 2, 2024, land designated as Improvement Area No. 3 of City of Rancho Cordova The Ranch Community Facilities District No. 2021-1 (“Improvement Area No. 3”) was annexed to the District and bonded indebtedness for Improvement Area No. 3 was authorized in the amount not to exceed $ 16,000,000 (the “Authorization”); and

WHEREAS, under the provisions of the Act, on __________, 2025, the City Council of the City adopted its Resolution No. _____-2025 (the “Resolution”), which resolution authorized the issuance of its Improvement Area No. 3 of City of Rancho Cordova The Ranch Community Facilities District No. 2021 -1 Special Tax Bonds S eries 2025 to provide moneys for the construction and acquisition of improvements for the District and provided that said issuance would be in accordance with the Act and this Agreement, and authorized the execution hereof;

WHEREAS, it is in the public interest and for the benefit of the City, the District, the persons responsible for the payment of special taxes and the Owners of the Bonds that the City enter into this Agreement to provide for the issuance of the Bonds, the disbursement of proceeds ITEM 19.2.

ATTACHMENT 2

2 of the Bonds, the disposition of the special taxes securing the Bonds authorized to be issued hereunder and the administration and payment of the Bonds; and

WHEREAS, the City has determined that all things necessary to cause the Bonds, when authenticated by the City for the District and issued as in the Act, the Resolution and this Agreement provided to be legal, valid and binding and special obligations of the City for the District in accordance with their terms, and all things necessary to cause the creation, authorization, execution and delivery of this Agreement and the creation, authorization, execution and issuance of the Bonds, subject to the terms hereof, have in all respects been duly authorized.

NOW, THEREFORE, in consideration of the covenants and provisions herein set forth and for other valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:

ITEM 19.2.

ATTACHMENT 2

3 ARTICLE I

AUTHORITY AND DEFINITIONS STATUTORY AUTHORITY AND

DEFINITIONS

Section 1.01. Authority for this Agreement. This Agreement is entered into pursuant to the provisions of the Act and the Resolution.

Section 1.02. Agreement for Benefit of Bondowners . The provisions, covenants and agreements herein set forth to be performed by or on behalf of the City shall be for the equal benefit, protection and security of the Owners. All of the Bonds, without regard to the time or times of their issuance or maturity, shall be of equal rank without preference, priority or distinction of any of the Bonds over any other thereof, except as expressly provided in or permitted by this Agreement. The Fiscal Agent may become the Owner of any of the Bonds in its own or an y other capacity with the same rights it would have if it were not Fiscal Agent.

Section 1.03. Definitions. Unless the context otherwise requires, the terms defined in this Section 1.03 shall, for all purposes of this Agreement, of any Supplemental Agreement, and of any certificate, opinion or other document herein mentioned, have the meanings herein specified. All references herein to “Articles,” “Sections” and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreemen t as a whole and not to any particular Article, Section or subdivision hereof.

“Acquisition Agreement” means the Funding, Construction and Acquisition Agreement, dated as of October 1, 2022, by and between the City and K. Hovnanian at Jaeger Ranch, LLC, a California limited liability company (the “Developer”), and any amendments thereto.

“Act” means the Mello -Roos Community Facilities Act of 1982, as amended, being Sections 53311 et seq. of the California Government Code.

“Additional Bonds” means any bonds other than the 2025 Bonds issued pursuant to Section 5.17 hereof.

“Administrative Expense Priority” means (i) for fiscal year 202 5-26, $30,000, and (ii) for each subsequent year, an amount equal to the preceding fiscal year’s Administrative Expense Priority plus an additional 2% of such amount.

“Administrative Expenses” means any or all of the following: the fees and expenses of the Fiscal Agent (including any fees or expenses of its counsel), the expenses of the City in carrying out its duties hereunder (including, but not limited to, the levying and collection of the Special Taxes, and the foreclosure of the liens of delinquent Special Taxes) including the fees and expenses of its counsel, an allocable share of the salaries of City staff directly related thereto and a proportionate amount of Cit y general administrative overhead related thereto, any amounts paid by the City from its general funds pursuant to Section 6.02, and all other costs and expenses of the City or the Fiscal Agent incurred in connection with the issuance and administration of the Bonds and/or the discharge of their respective duties hereunder (including, but not limited to, the calculation of the levy of the Special Taxes, foreclosures with respect to delinquent taxes, and the calculation of amounts subject to rebate to the United States) and, in the case of the City, in any way related to the administration of the District and Improvement ITEM 19.2.

ATTACHMENT 2

4 Area No. 3. Administrative Expenses shall include any such expenses incurred in prior years but not yet paid, and any advances of funds by the City under Section 6.02 hereof.

“Administrative Services Director” means the Administrative Services Director, including any acting or interim Administrative Services Director, of the City, or person serving in a similar capacity, or a designee of such person.

“Agreement” means this Fiscal Agent Agreement, as it may be amended or supplemented from time to time by any Supplemental Agreement.

“Annual Debt Service” means, for each Bond Year, the sum of (i) the interest due on the Outstanding Bonds in such Bond Year, assuming that the Outstanding Bonds are retired as scheduled, and (ii) the principal amount of the Outstanding Bonds, including any mandatory sinking fund payments, due in such Bond Year.

“Authorization” means a principal amount of Bonds for Improvement Area No. 3 not to exceed $16,000,000 (excluding bonds described in Section 53364.2(e) of the Act).

“Authorized Officer” means the City Manager, Deputy City Manager, Administrative Services Director or any other officer or employee authorized by the City Council of the City or by an Authorized Officer to undertake the action referenced in this Agreement as required to be undertaken by an Authorized Officer.

“Bond Counsel” means any attorney or firm of attorneys acceptable to the City and nationally recognized for expertise in rendering opinions as to the legality and tax-exempt status of securities issued by public entities.

“Bond Fund” means the fund by that name established pursuant to Section 4.02(A) hereof.

“Bond Year” means each twelve -month period beginning on September 2 in any year and extending to the next succeeding September 1, both dates inclusive; except that the first Bond Year shall begin on the Closing Date and end on September 1, 2026.

“Bonds” means (i) the 2025 Bonds, and (ii) any Additional Bonds at any time Outstanding under this Agreement and any Supplemental Agreement.

“Business Day” means any day other than (i ) a Saturday or a Sunday or (ii) a day on which banking institutions in the state in which the Principal Office of the Fiscal Agent is located are authorized or obligated by law or executive order to be closed.

“Capitalized Interest Account” means the fund by that name established pursuant to Section 4.02(A) hereof.

“CDIAC” means the California Debt and Investment Advisory Commission of the office of the State Treasurer of the State of California or any successor agency or bureau thereto.

“City” means the City of Rancho Cordova, California, and any successor thereto.

ITEM 19.2.

ATTACHMENT 2

5 “Closing Date” means the date upon which there is a physical delivery of the Bonds in exchange for the amount representing the purchase price of the Bonds by the Original Purchaser.

“Code” means the Internal Revenue Code of 1986 as in effect on the date of issuance of the Bonds or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the date of issuance of the Bonds, together with applicable temporary and final regulations promulgated, and applicable official public guidance published, under the Code.

“Continuing Disclosure Certificate” means the Continuing Disclosure Certificate, dated as of __________, 2025, by and among the City and Goodwin Consulting Group, Inc., in its capacity as Dissemination Agent, as originally executed and as it may be amended from time to time in accordance with the terms thereof.

“Costs of Issuance” means items of expense payable or reimbursable directly or indirectly by the City and related to the authorization, sale and issuance of the Bonds, which items of expense shall include, but not be limited to, printing costs, costs of reproducing and binding documents, closing costs, filing and recording fees, initial fees, expenses and charges of the Fiscal Agent including its first annual administration fee, expenses incurred by the City in connection with the issuance of the Bonds, financial advisor fees, Bond (underwriter’s) discount or underwriting fee, legal fees and charges, including bond counsel, charges for execution, transportation and safekeeping of the Bonds and other costs, charges and fees in connection with the foregoing.

“Costs of Issuance Fund” means the fund by that name established pursuant to Section 3.05(A) hereof.

“DTC” means the Depository Trust Company, and its successors and assigns.

“Debt Service” means the scheduled amount of interest and amortization of principal payable on the Bonds during the period of computation, excluding amounts scheduled during such period which relate to principal which has been retired before the beginning of such period.

“Debt Service Account” means the account of the Special Tax Fund by that name established by Section 3.03(A) hereof.

“Depository” means (a) initially, DTC, and (b) any other Securities Depository acting as Depository pursuant to Section 2.12.

“District” means the City of Rancho Cordova The Ranch Community Facilities District No. 2021-1, established pursuant to the Resolution of Formation.

“Fair Market Value ” means the price at which a willing buyer would purchase the investment from a willing seller in a bona fide, arm’s length transaction (determined as of the date the contract to purchase or sell the investment becomes binding) if the investment is traded on an established securities market (within the meaning of Section 1273 of the Code) and, otherwise, the term “Fair Market Value” means the acquisition price in a bona fide arm’s length transaction (as referenced above) if (i) the investment is a certificate of deposit that is acquired in accordance with applicable regulations under the Code, (ii) the investment is an agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (f or example, a guaranteed investment contract, a forward supply contract or other investment ITEM 19.2.

ATTACHMENT 2

6 agreement) that is acquired in accordance with applicable regulations under the Code, (iii) the investment is a United States Treasury Security —State and Local Government Series that is acquired in accordance with applicable regulations of the United States Bureau of Public Debt, or (iv) the investment is the Local Agency Investment Fund of the State of California, but only if at all times during which the investment is held its yield is reasonably expected to be equal to or greater than the yield on a reasonably comparable direct obligation of the United States.

“Federal Securities” means any of the following which are non -callable and which at the time of investment are legal investments under the laws of the State of California for funds held by the Fiscal Agent (the Fiscal Agent entitled to rely upon investment direction from the City as a certification that such investment constitutes a legal investment).

(i) Direct general obligations of the United States of America (including obligations issued or held in book-entry form on the books of the United States Department of the Treasury) and obligations, the payment of principal of and interest on which are directly or indirectly guaranteed by the United States of America, including, without limitation, such of the foregoing which are commonly referred to as “stripped” obligations and coupons; or

(ii) Any of the following obligations of the following agencies of the United States of America: (i) direct obligations of the Export -Import Bank, (ii) certificates of beneficial ownership issued by the Farmers Home Administration, (iii) participation certificates issued by the General Services Administration, (iv) mortgage-backed bonds or pass-through obligations issued and guaranteed by the Government National Mortgage Association, (v) project notes issued by the United States Department of Housing and Urban Development, and (vi) public housing notes and bonds guaranteed by the United States of America.

“Fiscal Agent” means the Fiscal Agent appointed by the City and acting as an independent fiscal agent with the duties and powers herein provided, its successors and assigns, and any other corporation or association which may at any time be substituted in its place, as provided in Section 7.01.

“Fiscal Year” means the twelve-month period extending from July 1 in a calendar year to June 30 of the succeeding year, both dates inclusive.

“Improvement Area No. 3” means Improvement Area No. 3 of City of Rancho Cordova The Ranch Community Facilities District No. 2021-1.

“Improvement Fund” means the fund by that name established pursuant to Section 3.04(A) hereof.

“Interest Payment Dates” means March 1 and September 1 of each year, commencing March 1, 2026.

“Maximum Annual Debt Service” means the largest Annual Debt Service for any Bond Year after the calculation is made through the final maturity date of any Outstanding Bonds.

“Officer’s Certificate” means a written certificate of the City signed by an Authorized Officer of the City.

ITEM 19.2.

ATTACHMENT 2

7 “Ordinance” means any ordinance of the City levying the Special Taxes.

“Original Purchaser” means the first purchaser of the Bonds from the City.

“Outstanding,” when used as of any particular time with reference to Bonds, means (subject to the provisions of Section 8.04) all Bonds except (i) Bonds theretofore canceled by the Fiscal Agent or surrendered to the Fiscal Agent for cancellation; (ii) Bonds paid or deem ed to have been paid within the meaning of Section 9.03; and (iii) Bonds in lieu of or in substitution for which other Bonds shall have been authorized, executed, issued and delivered by the City pursuant to the Agreement or any Supplemental Agreement.

“Owner” or “Bondowner” means any person who shall be the registered owner of any Outstanding Bond.

“Participating Underwriter” shall have the meaning ascribed thereto in the Continuing Disclosure Certificate.

“Permitted Investments” means any of the following, to the extent that they are lawful investments for City funds at the time of investment, and are acquired at Fair Market Value (the Fiscal Agent entitled to rely upon investment direction from the City as a certification that s uch investment constitutes a legal investment):

(i) Federal Securities;

(ii) any of following obligations of federal agencies not guaranteed by the United States of America: (a) debentures issued by the Federal Housing Administration; (b) participation certificates or senior debt obligations of the Federal Home Loan Mortgage Corporation or Farm Credit Banks (consisting of Federal Land Banks, Federal Intermediate Credit Banks or Banks for Cooperatives); (c) bonds or debentures of the Federal Home Loan Bank Board established under the Federal Home Loan Bank Act, bonds of any fed eral home loan bank established under said act and stocks, bonds, debentures, participations and other obligations of or issued by the Federal National Mortgage Association, the Student Loan Marketing Association, the Government National Mortgage Association and the Federal Home Loan Mortgage Corporation; and bonds, notes or other obligations issued or assumed by the International Bank for Reconstruction and Development;

(iii) interest-bearing demand or time deposits (including certificates of deposit) in federal or State of California chartered banks (including the Fiscal Agent), provided that (a) in the case of a savings and loan association, such demand or time deposits shal l be fully insured by the Federal Deposit Insurance Corporation, or the unsecured obligations of such savings and loan association shall be rated in one of the top two rating categories by a nationally recognized rating service, and (b) in the case of a bank, such demand or time deposits shall be fully insured by the Federal Deposit Insurance Corporation, or the unsecured obligations of such bank (or the unsecured obligations of the parent bank holding company of which such bank is the lead bank) shall be rated in one of the top two rating categories by a nationally recognized rating service;

(iv) repurchase agreements with a registered broker/dealer subject to the Securities Investors Protection Corporation Liquidation in the event of insolvency, or any ITEM 19.2.

ATTACHMENT 2

8 commercial bank provided that: (a) the unsecured obligations of such bank shall be rated in one of the top two rating categories by a nationally recognized rating service, or such bank shall be the lead bank of a banking holding company whose unsecured obligations are rated in one of the top two rating categories by a nationally recognized rating service; (b) the most recent reported combined capital, surplus an undivided profits of such bank shall be not less than $100 million; (c) the repurchase obligati on under any such repurchase obligation shall be required to be performed in not more than 30 days; (d) the entity holding such securities as described in clause (c) shall have a pledged first security interest therein for the benefit of the Fiscal Agent u nder the California Commercial Code or pursuant to the book -entry procedures described by 31 C.F.R. 306.1 et seq. or 31 C.F.R. 350.0 et seq. and are rated in one of the top two rating categories by a nationally recognized rating service;

(v) bankers acceptances endorsed and guaranteed by banks described in clause (iv) above;

(vi) obligations, the interest on which is exempt from federal income taxation under Section 103 of the Code and which are rated in the one of the top two rating categories by a nationally recognized rating service;

(vii) money market funds which invest solely in Federal Securities or in obligations described in the preceding clause (ii) of this definition, or money market funds which are rated in the highest rating category by Standard & Poor’s Ratings Services or Moody’s Investor Service, including funds which are managed or maintained by the Fiscal Agent;

(viii) units of a taxable government money market portfolio comprised solely of obligations listed in (i) and (iv) above;

(ix) any investment which is a legal investment for proceeds of the Bonds at the time of the execution of such agreement, and which investment is made pursuant to an agreement between the City or the Fiscal Agent or any successor Fiscal Agent and a financial institution or governmental body whose long term debt obligations are rated in one of the top two rating categories by a nationally recognized rating service;

(x) commercial paper of “prime” quality of the highest ranking or of the highest letter and numerical rating as provided for by Moody’s Investors Service, or Standard and Poor’s Corporation, of issuing corporations that are organized and operating within the United States and having total assets in excess of $500,000,000, and having a rating of at least “AA” (without regard to qualifier) for the issuer’s debentures, other than commercial paper, as provided for by Moody’s Investors Service or Standard and Po or’s Corporation, and provided that purchases of eligible commercial paper may not exceed 180 days maturity nor represent more than 10 percent of the outstanding paper of an issuing corporation;

(xi) any general obligation of a bank or insurance company whose long term debt obligations are rated in one of the two highest rating categories of a national rating service;

(xii) shares in a common law trust established pursuant to Title 1, Division 7, Charter 5 of the Government Code of the State which invests exclusively in investments ITEM 19.2.

ATTACHMENT 2

9 permitted by Section 53635 of Title 5, Division 2, Chapter 4 of the Government Code of the State, as it may be amended;

(xiii) shares in the California Asset Management Program;

(xiv) the Local Agency Investment Fund established pursuant to Section 16429.1 of the Government Code of the State of California, provided, however, that the Fiscal Agent will be permitted to make investments and withdrawals in its own name and the Fiscal Agent may restrict investments in the such fund if necessary to keep moneys available for the purposes of this Fiscal Agent Agreement; or

(xv) any other lawful investment for City funds.

“Prepayment Account” means the account of the Bond Fund by that name established by Section 4.02(A) hereof.

“Principal Office” means the corporate trust office of the Fiscal Agent set forth in Section 9.06, or such other or additional offices as may be designated by the Fiscal Agent.

“Project” means the acquisitions and improvements described in the Resolution of Formation and pursuant to the Acquisition Agreement and any joint community facilities agreements.

“Qualified Reserve Fund Credit Instrument” means an irrevocable standby or direct -pay letter of credit or surety bond issued by a commercial bank or insurance company and deposited with the Fiscal Agent pursuant to Section 4.03, provided that all of the following requirements are met: (i) the long-term credit rating of such bank or insurance company is rated in at least the “AA” category (without regard to qualifier) by S&P or Moody’s; (ii) such letter of credit or surety bond has a term of at least twelve (12) months; (c) such letter of credit or surety bond has a stated amount at least equal to the portion of the Reserve Requirement with respect to which funds are proposed to be released pursuant to Section 4.03; and (d) the Fiscal Agent is authorized pursuant to the terms of such letter of credit or surety bond to draw thereunder an amount equal to any deficiencies which may exist from time to time in the Bond Fund for the purpose of making payments required pursuant to Section 4.03.

“Rate and Method” means the Rate and Method of Apportionment of Special Tax for Improvement Area No. 3, as initially approved and as may be amended.

“Record Date” means the 15th day of the month next preceding the month of the applicable Interest Payment Date whether or not such day is a Business Day.

“Regulations” means temporary and permanent regulations promulgated under the Code.

“Reserve Fund” means the fund by that name established pursuant to Section 4.03(A) hereof.

“Reserve Requirement” means the least of (i) 125% of the average Annual Debt Service on the Bonds; (ii) Maximum Annual Debt Service on the Bonds; and (iii) 10% of the original principal amount of the Bonds (or, if the Bonds have more than a de minimis amount of original issue discount or premium, 10% of the issue price of such Series of Bonds); provided, that –

ITEM 19.2.

ATTACHMENT 2

10 (a) in no event shall the City be obligated to deposit an amount in the Reserve Fund in excess of the amount permitted by the applicable provisions of the Code to be so deposited from the proceeds of tax -exempt bonds without having to restrict the yield of any investment purchased with any portion of such deposit and, if the amount of any such deposit is so limited, the Reserve Requirement shall be only the amount of such deposit as permitted by the Code;

(b) the City may meet all or a portion of the Reserve Requirement with respect to the Bonds by depositing a Qualified Reserve Fund Credit Instrument in accordance with the Fiscal Agent Agreement; and

(c) the Reserve Requirement shall be set at the time of issuance of the Bonds and shall not increase thereafter but may decrease.

“Resolution” means Resolution No. ____-2025, adopted by the City Council of the City on ____________, 2025, which resolution authorized the issuance of the Bonds.

“Resolution of Formation” means Resolution No. 195-2021, adopted by the City Council of the City on December 6, 2021, establishing the District, designating Improvement Area No. 1 as an initial improvement area therein, and establishing the Future Annexation Area.

“Securities Depositories” means The Depository Trust Company, and, in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and/or such other securities depositories as the City may designate in an Officer’s Certificate delivered to the Fiscal Agent.

“Series” means any series of bonds authorized for Improvement Area No. 3 pursuant to this Fiscal Agent Agreement or any Supplemental Agreement.

“Special Tax Fund” means the fund by that name established by Section 3.03(A) hereof.

“Special Taxes” means the “Special Tax” as defined in the Rate and Method, levied within Improvement Area No. 3 pursuant to the Act, the Ordinance and this Agreement.

“Special Tax Revenues” means the proceeds of the Special Taxes annually received by the City, including all scheduled payments , prepayments and delinquent payments thereof, interest thereon and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the Special Taxes, net of the Administrative Expense Priority and excluding any penalties and extraordinary Administrative Expenses collected in connection with any such foreclosure.

“Supplemental Agreement” means an agreement which is amendatory of or supplemental to this Agreement, but only if and to the extent that such agreement is specifically authorized hereunder.

“Surplus Account” means the account of the Special Tax Fund by that name established by Section 3.03(A) hereof.

“2025 Bonds” means the Improvement Area No. 3 of City of Rancho Cordova The Ranch Community Facilities District No. 2021-1 Special Tax Bonds Series 2025.

ITEM 19.2.

ATTACHMENT 2

11 ARTICLE II

THE BONDS

Section 2.01. Principal Amount; Designation . 2025 Bonds in the aggregate principal amount of $___________ are hereby authorized to be issued by the City for Improvement Area No. 3 under and subject to the terms of the Resolution and this Agreement, the Act and other applicable laws of the State of California. The 2025 Bonds shall be designated the “Improvement Area No. 3 of City of Rancho Cordova The Ranch Community Facilities District No. 2021-1 Special Tax Bonds Series 2025.”

Section 2.02. Terms of 2025 Bonds.

(A) Form; Denominations. The 2025 Bonds shall be issued as fully registered Bonds without coupons in the denomination of $5,000 or any integral multiple of $5,000 in excess thereof. The 2025 Bonds shall be lettered and numbered in a customary manner as determined by the Fiscal Agent.

(B) Date of 2025 Bonds. The 2025 Bonds shall be dated the Closing Date for the 2025 Bonds.

(C) CUSIP Identification Numbers. “CUSIP” identification numbers shall be imprinted on the 2025 Bonds, but such numbers shall not constitute a part of the contract evidenced by the 2025 Bonds and any error or omission with respect thereto shall not constitute cause for refusal of any purchaser to accept delivery of and pay for the 2025 Bonds. In addition, failure on the part of the City or the Fiscal Agent to use such CUSIP numbers in any notice to Owners shall not constitute an event of default or any vi olation of the City’s contract with such Owners and shall not impair the effectiveness of any such notice.

(D) Maturities. The 2025 Bonds shall be issued as term bonds and shall mature and become payable as follows:

Maturity Date
(September 1)
Principal
Amount
Interest
Rate
CUSIP
(75211R)

(T) Term Bond.

ITEM 19.2.

ATTACHMENT 2

12 (E) Interest. The 2025 Bonds shall bear interest at the rates set forth above payable on the Interest Payment Dates in each year. Interest shall be calculated on the basis of a 360-day year composed of twelve 30-day months. Each 2025 Bond shall bear interest from the Interest Payment Date next preceding the date of authentication thereof unless (i) it is authenticated on an Interest Payment Date, in which event it shall bear interest from such date of authentication, or (ii) it is authenticated prior to an Interest Payment Date and after the close of business on the Record Date preceding such Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (iii) it is authenticated prior to the Record Date preceding the first Interest Payment Date, in which event it shall bear interest from the Closing Date; provided, however, that if at the time of authentication of a 2025 Bond, interest is in default thereon, such 2025 Bond shall bear interest from the Interest Payment Date to which i nterest has previously been paid or made available for payment thereon.

(F) Method of Payment . Interest on the 2025 Bond s (including the final interest payment upon maturity or earlier redemption) is payable by check of the Fiscal Agent mailed on the Interest Payment Dates by first class mail to the registered Owner thereof at such registered Owner’s address as it appears o n the registration books maintained by the Fiscal Agent at the close of business on the Record Date preceding the Interest Payment Date, or by wire transfer made on such Interest Payment Date upon written in structions received by the Fiscal Agent on or before the Record Date preceding the Interest Payment Date of any Owner of $1,000,000 or more in aggregate principal amount of 2025 Bonds; provided that so long as any 2025 Bonds are in book-entry form, payments with respect to such 2025 Bonds shall be made by wire transfer or such other method acceptable to the Fiscal Agent to the Depository. The principal of the 2025 Bonds and any premium on the 2025 Bonds are payable in lawful money of the United States of America upon surrender of the 2025 Bonds at the Principal Office of the Fiscal Agent. All 2025 Bonds paid by the Fiscal Agent pursuant to this Section shall be cancelled by the Fiscal Agent.

The Fiscal Agent shall destroy the cancelled 2025 Bonds and issue a certificate of destruction thereof to the City.

Section 2.03. Redemption.

(A) Redemption Dates.

(i) Optional Redemption. The Bonds are subject to optional redemption from any source of available funds (other than prepayments of the Special Tax by property owners), in whole or in part among maturities as specified by the City and by lot within a maturity, on any date on and after September 1, ____ at the following respective redemption prices (expressed as percentages of the principal amount of the Bonds to be redeemed), plus accrued interest thereon to the date of redemption:

Redemption Dates
Redemption
Price
September 1, 20___ through August 31, 20__ 103%
September 1, 20__ through August 31, 20__ 102
September 1, 20__ through August 31, 20__ 101
September 1, 20__ and any date thereafter 100

(ii) Mandatory Redemption From Prepayments. The Bonds are subject to mandatory redemption from prepayments of the Special Tax by property owners, in whole or in part among maturities as shall be specified by the City and by lot within a maturity, on any Interest Payment ITEM 19.2.

ATTACHMENT 2

13 Date at the following respective redemption prices (expressed as percentages of the principal amount of the Bonds to be redeemed), plus accrued interest thereon to the date of redemption:

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

The proceeds of any such prepayment shall be deposited in the Prepayment Account of the Bond Fund and applied by the Fiscal Agent to pay the redemption price of the 2025 Bonds.

(iii) Mandatory Sinking Fund Redemption . The Bonds maturing September 1, 20__ and September 1, 20__ (the “Term Bonds”) are subject to mandatory sinking payment redemption in part on September 1, 20__ and September 1, 20__, and on each September 1 thereafter to maturity, by lot, at a redemption price equal to one hundred percent (100%) of the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts as set forth in the following tables:

September 1, 20__ Term Bonds

Mandatory
Redemption Date
(September 1)

Sinking Fund
Payment

September 1, 20__ Term Bonds

Mandatory
Redemption Date
(September 1)

Sinking Fund
Payment

The amounts in the foregoing tables shall be reduced pro rata at the direction of the City in an Officer’s Certificate, in order to maintain substantially uniform debt service, as a result of any prior partial redemption of the 2025 Bonds pursuant to Section 2.03(A)(i) or (ii) above.

In lieu of redemption under this Section 2.03, moneys in the Bond Fund may be used and withdrawn by the Fiscal Agent for purchase of Outstanding 2025 Bonds, upon the filing with the Fiscal Agent of an Officer’s Certificate requesting such purchase, at public or private sale as and when, and at such prices (including brokerage and other charges) as such Officer’s Certificate may provide, but in no event may 2025 Bonds be purchased at a price in excess of the principal amount thereof, plus interest accrued to the date of purchase.

ITEM 19.2.

ATTACHMENT 2

14 (B) Notice to Fiscal Agent. The City shall give the Fiscal Agent an Officer’s Certificate containing notice of its intention to redeem 2025 Bonds pursuant to subsections (A)(i) and (A)(ii) not less than 45 days prior to the applicable redemption date.

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

Such notice shall state the redemption date and the redemption price and, if less than all of the then Outstanding Bonds are to be called for redemption, shall designate the CUSIP numbers and Bond numbers of the Bonds to be redeemed by giving the individua l CUSIP number and Bond number of each Bond to be redeemed or shall state that all Bonds between two stated Bond numbers, both inclusive, are to be redeemed or that all of the Bonds of one or more maturities have been called for redemption, shall state as to any Bond called in part the principal amount thereof to be redeemed, and shall require that such Bonds be then surrendered at the Principal Office of the Fiscal Agent for redemption at the said redemption price, and shall state that further interest on such Bonds will not accrue from and after the redemption date.

The City has the right to rescind any notice of the redemption of Bonds under Section

2.03(A)(i) by written notice to the Fiscal Agent on or prior to two Business Days prior the date fixed for redemption. Any notice of redemption shall be cancelled and annulled if for any reason funds will not be or are not available on the date fixed for redemption for the payment in full of the Bonds then called for redemption, and such cancellation shall not constitute an event of default. The City and the Fiscal Agent have no liability to the Owners or any other party related to or arising from such rescission of redemption. The Fiscal Agent shall mail notice of such rescission of redemption in the same manner as the original notice of redemption was sent under this Section.

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

Whenever provision is made in this Agreement for the redemption of less than all of the Bonds of any maturity, the Fiscal Agent shall select the Bonds to be redeemed, from all Bonds or such given portion thereof of such maturity by lot in any manner which the Fiscal Agent in its sole discretion shall deem appropriate.

Upon surrender of Bonds redeemed in part only, the City shall execute and the Fiscal Agent shall authenticate and deliver to the registered Owner, at the expense of the City, a new Bond or Bonds, of the same series and maturity, of authorized denominations in aggregate principal amount equal to the unredeemed portion of the Bond or Bonds.

(D) Effect of Redemption . From and after the date fixed for redemption, if funds available for the payment of the principal of, and interest and any premium on, the Bonds so called for redemption shall have been deposited in the Bond Fund, such Bonds so called shall cease to ITEM 19.2.

ATTACHMENT 2

15 be entitled to any benefit under this Agreement other than the right to receive payment of the redemption price, and no interest shall accrue thereon on or after the redemption date specified in such notice.

All Bonds redeemed and purchased by the Fiscal Agent pursuant to this Section shall be canceled by the Fiscal Agent. The Fiscal Agent shall destroy the cancelled Bonds and issue a certificate of destruction thereof to the City.

Section 2.04. Form of Bonds . The Bonds, the form of Fiscal Agent’s certificate of authentication and the form of assignment, to appear thereon, shall be substantially in the forms, respectively, set forth in Exhibit A attached hereto and by this reference incorporated herein, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Agreement, the Resolution and the Act.

Section 2.05. Execution of Bonds. The Bonds shall be executed on behalf of the City by the Mayor and the City Clerk of the City who are in office on the date of adoption of this Agreement or at any time thereafter, and the seal of the City shall be impressed, imprinted or reproduced by facsimile signature thereon. If any officer whose signature appears on any Bond ceases to be such officer before delivery of the Bonds to the Owner, such signature shall nevertheless be as effective as if the officer had remained in office until the delivery of the Bonds to the Owner. Any Bond may be signed and attested on behalf of the City by such persons as at the actual date of the execution of such Bond shall be the proper officers of the City although at the nominal date of such Bond any such person shall not have been such officer of the City.

Only such Bonds as shall bear thereon a certificate of authentication in substantially the form set forth in Exhibit A, executed and dated by the Fiscal Agent, shall be valid or obligatory for any purpose or entitled to the benefits of this Agreement, and such certificate of authentication of the Fiscal Agent shall be conclusive evidence that the Bonds registered hereunder have been duly authenticated, registered and delivered hereunder and are entitled to the benefits of this Agreement.

Section 2.06. Transfer of Bonds . Any Bond may, in accordance with its terms, be transferred, upon the books required to be kept pursuant to the provisions of Section 2.08 by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a duly written instrument of transfer in a form acceptable to the Fiscal Agent. The cost for any services rendered or any expenses incurred by the Fiscal Agent in connection with any such transfer shall be paid by the City. The Fiscal Agent shall collect from the Owner requesting such transfer any tax or other governmental charge required to be paid with respect to such transfer.

Whenever any Bond or Bonds shall be surrendered for transfer, the City shall execute and the Fiscal Agent shall authenticate and deliver a new Bond or Bonds, for a like aggregate principal amount of Bonds of authorized denominations and of the same maturity.

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

Section 2.07. Exchange of Bonds. Bonds may be exchanged at the Principal Office of the Fiscal Agent for a like aggregate principal amount of Bonds of authorized denominations and of the same maturity. The cost for any services rendered or any expenses incurred by the Fiscal ITEM 19.2.

ATTACHMENT 2

16 Agent in connection with any such exchange shall be paid by the City. The Fiscal Agent shall collect from the Owner requesting such exchange any tax or other governmental charge required to be paid with respect to such exchange.

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

Section 2.08. Bond Register. The Fiscal Agent will keep or cause to be kept, at its Principal Office, sufficient books for the registration and transfer of the Bonds (the “Bond Register”), which books shall show the series number, date, amount, rate of interest and Owner of each Bond and shall at all times be open to inspection by the City during regular business hours upon reasonable notice; and, upon presentation for such purpose, the Fiscal Agent shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on said books, the ownership of the Bonds as hereinbefore provided.

Section 2.09. Temporary Bonds. The Bonds may be initially issued in temporary form exchangeable for definitive Bonds when ready for delivery. The temporary Bonds may be printed, lithographed or typewritten, shall be of such denominations as may be determined by the City, and may contain such reference to any of the provisions of this Agreement as may be appropriate.

Every temporary Bond shall be executed by the City upon the same conditions and in substantially the same manner as the definitive Bonds. If the City issues temporary Bonds it will execute and furnish definitive Bonds without delay and thereupon the temporary Bonds shall be surrendered, for cancellation, in exchange for the definitive Bonds at the Principal Office of the Fiscal Agent or at such other location as the Fiscal Agent shall designate, and the Fiscal Agent shall authenticate and deliver in exchange for such temporary Bonds an equal aggregate principal amount of definitive Bonds of authorized denominations. Until so exchanged, the temporary bonds shall be entitled to the same benefits under this Agreement as definitive Bonds authenticated and delivered hereunder.

Section 2.10. Bonds Mutilated, Lost, Destroyed or Stolen . If any Bond shall become mutilated, the City shall execute, and the Fiscal Agent shall authenticate and deliver, a new Bond of like tenor and principal amount in exchange and substitution for the Bond so mutilated, but only upon surrender to the Fiscal Agent of the Bond so mutilated. Every mutilated Bond so surrendered to the Fiscal Agent shall be canceled by it and destroyed by the Fiscal Agent who shall deliver a certificate of destruction thereof to the City. If any Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Fiscal Agent and, if such evidence be satisfactory to it and indemnity for the Fiscal Agent and the City satisfactory to the Fiscal Agent shall be given, the City shall execute, an d the Fiscal Agent shall authenticate and deliver, a new Bond of like tenor and principal amount in lieu of and in substitution for the Bond so lost, destroyed or stolen. The City may require payment of a sum not exceeding the actual cost of preparing each new Bond delivered under this Section and of the expenses which may be incurred by the City and the Fiscal Agent for the preparation, execution, authentication and delivery. Any Bond delivered under the provisions of this Section in lieu of any Bond alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the City whether or not the Bond so alleged to be lost, destroyed or stolen is at any time enforceable by anyone, and shall be equally and pr oportionately entitled to the benefits of this Agreement with all other Bonds issued pursuant to this Agreement.

Section 2.11. Limited Obligation. All obligations of the City under this Agreement and the Bonds shall be special obligations of the City, payable solely from the Special Tax Revenues ITEM 19.2.

ATTACHMENT 2

17 and the funds pledged therefore hereunder. Neither the full faith and credit nor the taxing power of the City (except to the limited extent set forth herein) or the State of California or any political subdivision thereof is pledged to the payment of the Bonds.

Section 2.12. Book-Entry Only System. DTC shall act as the initial Depository for the Bonds. One Bond for each maturity of the Bonds shall be initially executed, authenticated, and delivered as set forth herein as a separate fully registered certificate (in printed or typewritten form). Upon initial execution, authentication, and delivery, the ownership of the Bonds shall be registered in the Bond Register kept by the Fiscal Agent for the Bonds in the name of Cede & Co, as nominee of DTC or such nominee as DTC shall appoint in writing.

The Authorized Officers and the Fiscal Agent are hereby authorized to take any and all actions as may be necessary and not inconsistent with this Agreement to qualify the Bonds for the Depository’s book -entry system, including the execution of the Deposito ry’s required representation letter.

With respect to Bonds registered in the Bond Register in the name of Cede & Co, as nominee of DTC, the Fiscal Agent shall not have any responsibility or obligation to any broker-dealer, bank, or other financial institution for which DTC holds Bonds as Depository from time to time (the “DTC Participants”) or to any person for which a DTC Participant acquires an interest in the Bonds (the “Beneficial Owners”). Without limiting the immediately preceding sentence, the Fiscal Agent shall not have any responsibi lity or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co, or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant, any Beneficial Owner, or any other person, other tha n DTC, of any notice with respect to the Bonds, including any notice of redemption, (iii) the selection by the Depository of the beneficial interests in the Bonds to be redeemed in the event the City elects to redeem the Bonds in part, (iv) the payment to any DTC Participant, any Beneficial Owner, or any other person, other than DTC, of any amount with respect to the principal of or interest on the Bonds, or (v) any consent given or other action taken by the Depository as Owner of the Bonds.

The Fiscal Agent may treat as and deem DTC to be the absolute Owner of each Bond for which DTC is acting as Depository for the purpose of payment of the principal of and interest on such Bonds, for the purpose of giving notices of redemption and other matt ers with respect to such Bonds, for the purpose of registering transfers with respect to such Bonds, and for all purposes whatsoever. The Fiscal Agent shall pay all principal of and interest on the Bonds only to the Owners as shown on the Registration Boo ks, and all such payments shall be valid and effective to fully satisfy and discharge all obligations with respect to the principal of and interest on the Bonds to the extent of the sum or sums so paid.

No person other than an Owner, as shown on the Bond Register, shall receive a physical Bond. Upon delivery by DTC to the Fiscal Agent of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject t o the transfer provisions in Section 2.06 hereof, references to “Cede & Co.” in this Section 2.12 shall refer to such new nominee of DTC.

DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the Fiscal Agent and the City during any time that the Bonds are Outstanding, and discharging its responsibilities with respect theret o under applicable law.

The City may terminate the services of DTC with respect to the Bonds if it determines that DTC is unable to discharge its responsibilities with respect to the Bonds or that continuation of the ITEM 19.2.

ATTACHMENT 2

18 system of book-entry transfers through DTC is not in the best interest of the Beneficial Owners, and the City shall mail notice of such termination to the Fiscal Agent.

Upon the termination of the services of DTC as provided in the previous paragraph, and if no substitute Depository willing to undertake the functions hereunder can be found which is willing and able to undertake such functions upon reasonable or customary terms, or if the City determines that it is in the best interest of the Beneficial Owners of the Bonds that they be able to obtain certificated Bonds, the Bonds shall no longer be restricted to being registered in the Bond Register of the Fiscal Agent in the name of Cede & Co., as nominee of DTC, but may be registered in whatever name or name the Owners shall designate at that time, in accordance with Section 2.06.

To the extent that the Beneficial Owners are designated as the transferee by the Owners, in accordance with Section 2.06, the Bonds will be delivered to such Beneficial Owners as soon as practicable.

Section 2.13. No Acceleration . The principal of the Bonds shall not be subject to acceleration hereunder. Nothing in this Section 2.13 shall in any way prohibit the redemption of Bonds under Section 2.03 hereof, or the defeasance of the Bonds and discharge of this Agreement under Section 9.03 hereof.

ITEM 19.2.

ATTACHMENT 2

19 ARTICLE III

ISSUANCE OF BONDS

Section 3.01. Issuance and Delivery of Bonds . At any time after the execution of this Agreement, the City may issue the Bonds in the aggregate principal amount set forth in Section 2.01 or as authorized in any supplemental agreement and deliver such Bonds to the Original Purchaser. The Authorized Officers of the City are hereby authorized and directed to deliver any and all documents and instruments necessary to cause the issuance of Bonds in accordance with the provisions of the Act, the Resolution and this Agreement, to authorize the payment of Costs of Issuance of the Bonds from the proceeds of the Bonds and to do and cause to be done any and all acts and things necessary or convenient for delivery of the Bonds to the Original Purchaser.

Section 3.02. Application of Proceeds of Sale of 2025 Bonds.

The proceeds of the purchase of the 2025 Bonds by the Original Purchaser in the amount of $___________ (being 100% of the aggregate principal amount thereof, plus a net original issue premium of $ ___________, less an Underwriter’s discount of $ ___________), shall be paid to the Fiscal Agent, who shall forthwith deposit such proceeds on the Closing Date as follows:

(i) Deposit in the Improvement Fund $___________;

(ii) Deposit in the Reserve Fund $___________;

(iii) Deposit $___________ in the Capitalized Interest Account of the Bond Fund; and

(iv) Deposit in the Costs of Issuance Fund $___________.

Section 3.03. Special Tax Fund.

(A) Establishment of Special Tax Fund. There is hereby established as a separate fund to be held by the Administrative Services Director, known as The Ranch Community Facilities District No. 2021-1 Improvement Area No. 3 Special Tax Bonds, Series 2025, Special Tax Fund. Within the Special Tax Fund, the Administrative Services Director shall establish and maintain two accounts, (i) the Debt Service Account, to the credit of which the City shall deposit, immediately upon r eceipt, all Special Tax Revenues re ceived by the City, and any amounts required by Section 3.05(B) to be deposited in the Special Tax Fund, and (ii) the Surplus Account, to the credit of which the City shall deposit surplus Special Tax Revenues described in Section 3.03(B) below. Moneys in the Special Tax Fund shall be held in trust by the City for the benefit of the City and the Owners of the Bonds, shall be disbursed as provided below and, pending any disbursement, shall be subject to a lien in favor of the Owners of the Bonds.

(B) Disbursements. All Special Tax Revenues shall be deposited in the Debt Service Account upon receipt. No later than 10 Business Days prior to each Interest Payment Date, the City shall withdraw from the Debt Service Account of the Special Tax Fund and transfer (i) to the Fiscal Agent for deposit in the Reserve Fund an amount such that the amount then on deposit therein is equal to the Reserve Requirement, and (ii) to the Fiscal Agent for deposit in the Bond Fund an amount, taking into account any amounts then on deposit in the Bond Fund such that ITEM 19.2.

ATTACHMENT 2

20 the amount in the Bond Fund equals the principal, including any mandatory sinking fund payments, premium, if any, and interest due on the Bonds on the next Interest Payment Date.

After the transfers under subsections (i) and (ii) have been made, the City may, on or after September 15th of each year transfer to the Surplus Account the amount remaining in the Debt Service Account.

From time to time, the City may withdraw from the Surplus Account of the Special Tax Fund amounts needed to pay costs of the Project or incidental expenses of the District authorized under the Act, including Administrative Expenses in excess of the Administrative Expense Priority.

Moneys in the Surplus Account may, at the City’s discretion, also be used to pay the principal of, premium, if any, and interest on the Bonds or to replenish the Reserve Fund to the amount of the Reserve Requirement and if not ne eded for those purposes shall be available, to the extent required under the Acquisition Agreement, to directly finance the Project (so -called pay-as-you- go funds).

(C) Investment. Moneys in the Special Tax Fund shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits resulting from such investment and deposit shall be retained in the Special Tax Fund to be used for the purposes thereof.

Section 3.04. Improvement Fund.

(A) Establishment of Improvement Fund. There is hereby established as a separate fund to be held by the Fiscal Agent, known as The Ranch Community Facilities District No. 2021- 1 Improvement Area No. 3 Special Tax Bonds Improvement Fund to the credit of which a deposit shall be made as required by Section 3.02 and as required by Section 3.03. Moneys in the Improvement Fund shall be held in trust by the Fiscal Agent and shall be disbursed as provided in subsection (B) of this Section for the payment or reimbursement of costs of the Project.

(B) Procedure for Disbursement. Disbursements from the Improvement Fund shall be made as determined by an Authorized Officer for the payment or reimbursement of the costs of the Project, including for costs of acquisition of portions of the Project, which may include authorized admini strative expenses of the City and payment of Bonds in the event of a delinquency by the Developer, in accordance with the Acquisition Agreement, by submission of an Officer’s Certificate to the Fiscal Agent requesting disbursement of moneys. The Fiscal Agent need not make any such payment if it has received notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the moneys to be so paid, that has not been released or will not be released simultaneously with such payment. The Fi scal Agent shall not incur any liability for any disbursement from the Improvement Fund made in reliance upon any Officer’s Certificate.

(C) Investment. Moneys in the Improvement Fund shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits from the investment of amounts in the Improvement Fund shall be retained in the Improvement Fund to be used for the purposes of the Improvement Fund.

(D) Closing of Fund. Upon the filing of an Officer’s Certificate stating that the portion of the Project to be financed from the Improvement Fund has been completed and that all costs of such portion of the Project have been paid or are not required to be paid from the Improvement Fund, the Authorized Officer shall request the Fiscal Agent to transfer the amount, if any, remaining in the Improvement Fund to the Bond Fund for application to the payment of principal ITEM 19.2.

ATTACHMENT 2

21 of and interest on the Bonds in accordance with Section 4.02 and the Improvement Fund shall be closed.

Section 3.05. Costs of Issuance Fund.

(A) Establishment of Costs of Issuance Fund . There is hereby established as a separate fund to be held by the Fiscal Agent, known as The Ranch Community Facilities District No. 2021-1 Improvement Area No. 3 Special Tax Bonds Series 2025 Costs of Issuance Fund, to the credit of which a deposit shall be made as required by Section 3.02. Moneys in the Costs of Issuance Fund shall be held in trust by the Fiscal Agent and shall be disbursed as provided in subsection (B) of this Section for the payment or reimbursement of Costs of Issuance of the 2025 Bonds.

(B) Disbursement. Amounts in the Costs of Issuance Fund shall be disbursed from time to time to pay Costs of Issuance, as set forth in an Officer’s Certificate containing respective amounts to be paid to the designated payees, signed by the Administrative Services Director or a designee thereof and delivered to the Fiscal Agent. The Fiscal Agent shall pay all Costs of Issuance of the 2025 Bonds upon receipt of an invoice from any such payee which requests payment in an amount which is less than or equal t o the amount set forth with respect to such payee in such Officer’s Certificate, or upon receipt of an Officer’s Certificate requesting payment of a Costs of Issuance not listed on the initial Officer’s Certificate delivered to the Fiscal Agent on the Closing Date of the 2025 Bonds. The Fiscal Agent shall maintain the Costs of Issuance Fund for a period of 3 months, from the Closing Date of the 2025 Bonds and then shall transfer any moneys remaining therein, including any investment earnings thereon, to th e Improvement Fund, and if the Improvement Fund has been closed then to the Special Tax Fund, and the Costs of Issuance Fund shall be closed. Thereafter, every invoice received by the Fiscal Agent shall be submitted to the Administrative Services Director for payment from amounts on deposit in the Special Tax Fund.

(C) Investment. Moneys in the Costs of Issuance Fund shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits resulting from said investment shall be retained by the Fiscal Agent in the Costs of Issuance Fund to be used for the purposes of such fund.

ITEM 19.2.

ATTACHMENT 2

22 ARTICLE IV

SPECIAL TAX REVENUES; BOND FUND AND RESERVE FUND

Section 4.01. Pledge of Special Tax Revenues and Other Amounts . All of the Special Tax Revenues and all moneys deposited in the Bond Fund and, until disbursed as provided herein, the Improvement Fund and the Special Tax Fund are hereby pledged to secure the repayment of the Bonds. In addition, the 2025 Bonds shall be secured by a pledge of all amounts in the Reserve Fund, and a series of Additional Bonds may be secured by a reserve account within the Reserve Fund or a separate reserve fund, as provided in the applicable Supplemental Agreement for such Series. Such pledge shall constitute a first lien on the Special Tax Revenues and said amounts.

The Special Tax Revenues and all moneys deposited into such funds (except as otherwise provided herein) are hereby dedicated in their entirety to the payment of the principal of, including any mandatory sinking fund payments, and interest and any premium on, the Bonds as provided herein and in the Act until all of the Bonds have been paid and retired or until moneys or Federal Securities have been set aside irrevocably for that purpose in accordance with Section 9.03.

Amounts in the Costs of Issuance Fund for any Series of Bonds are not pledged to the repayment of the Bonds. The facilities acquired with the proceeds of the Bonds are not in any way pledged to the repayment of the Bonds. Any proceeds of condemnation, de struction or other disposition of any facilities financed with the proceeds of the Bonds are not pledged to the repayment of the Bonds and are free and clear of any lien or obligation imposed hereunder.

Section 4.02. Bond Fund.

(A) Establishment of Bond Fund. There is hereby established as a separate fund to be held by the Fiscal Agent, known as The Ranch Community Facilities District No. 2021-1 Improvement Area No. 3 Special Tax Bonds Bond Fund, to the credit of which deposits shall be made as required by Section 3.03(B)(ii), Section 4.03 and any other amounts required to be deposited therein by this Agreement or the Act. Within the Bond Fund, the Fiscal Agent shall establish a Prepayment Account and deposit therein moneys received, if any, from prepayments of the Special Tax pursuant to Section 2.03(A)(ii). Moneys in the Bond Fund shall be held in trust by the Fiscal Agent for the benefit of the Owners of the Bonds, shall be disbursed for the payment of the principal of, and i nterest and any premium on, the Bonds as provided below, and, pending such disbursement, shall be subject to a lien in favor of the Owners of the Bonds.

There is also hereby created within the Bond Fund a “Capitalized Interest Account” which account is hereby established for purposes of accounting for the disposition of 2025 Bonds, a portion of the proceeds of which will be deposited to such Capitalized Interest Account pursuant to Section 3.02. The amount deposited to the Capitalized Interest Account and any investment earnings thereon shall be used solely to make interest payments on a portion of the 2025 Bonds on [March 1, 2026 and September 1, 2026]. Any excess amounts therein on September 2, 2026 shall be transferred to the Special Tax Fund, and the Capitalized Interest Account shall thereupon be closed. [Review/Confirm]

(B) Disbursements. On each Interest Payment Date, the Fiscal Agent shall withdraw from the Bond Fund and pay to the Owners of the Bonds the principal of, and interest and any premium, then due and payable on the Bonds, including any amounts due on the Bonds by ITEM 19.2.

ATTACHMENT 2

23 reason of the sinking payments set forth in Section 2.03(A)(iii) or any redemption of the Bonds as provided under Section 2.03(A)(i). Moneys in the Prepayment Account shall be disbursed for redemption of Bonds as instructed by the City.

In the event that amounts in the Bond Fund are insufficient to pay regularly scheduled payments of principal of and interest on the Bonds, the Fiscal Agent shall withdraw from the Reserve Fund to the extent of any funds therein, the amount of such insufficiency, and the Fiscal Agent shall provide written notice to the Administrative Services Director of the amounts so withdrawn from the Reserve Fund. Amounts so withdrawn from the Reserve Fund shall be deposited in the Bond Fund.

If, after the foregoing transfer, there are insufficient funds in the Bond Fund to make the payments provided for to pay regularly scheduled payments of principal of and interest on the Bonds, the Fiscal Agent shall apply the available funds first to the p ayment of interest on the Bonds, then to the payment of principal due on the Bonds other than by reason of sinking payments, and then to payment of principal due on the Bonds by reason of sinking payments.

Any sinking payment not made as scheduled shall be added to the sinking payment to be made on the next sinking payment date.

(C) Investment. Moneys in the Bond Fund shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits resulting from such investment and deposit shall be retained in the Bond Fund to be used for the purposes of such fund.

(D) Deficiency. If ten days before any Interest Payment Date it appears to the Fiscal Agent that there is a danger of deficiency in the Bond Fund and that the Fiscal Agent may be unable to pay regularly scheduled debt service on the Bonds in a timely manner, the Fiscal Agent shall report to the Administrative Services Director such fact. The City covenants to increase the levy of the Special Taxes in the next Fiscal Year (subject to the maximum amount authorized by the Resolution of Formation) in accordance w ith the procedures set forth in the Act for the purpose of curing Bond Fund deficiencies.

If on any Interest Payment Date the Fiscal Agent is unable to pay principal, interest and premium, if any, due on any Interest Payment Date for the Bonds due to insufficient funds in the Bond Fund, or if funds are withdrawn from the Reserve Fund to pay principal and/or interest on the Bonds the Fiscal Agent shall notify the Administrative Services Director in writing of such fact, and the Administrative Services Director shall notify CDIAC of such fact within 10 days of such Interest Payment Date. The Fiscal Agent has no obligation under this Agreement to provide notice or disclosure to the Bondowners of insufficient funds or anticipation of deficiency in the Bond Fund.

Section 4.03. Reserve Fund.

(A) Establishment of Fund . There is hereby established as a separate fund to be held by the Fiscal Agent, known as “ The Ranch Community Facilities District No. 2021 -1 Improvement Area No. 3 Special Tax Bonds Reserve Fund,” to the credit of which a deposit shall be made as required by Section 3.02, and deposits shall be made as provided in Section 3.03(B). Moneys in the Reserve Fund shall be held in trust by the Fiscal Agent for the benefit of the Owners of the Bonds secured thereby as a reserve for the payment of principal of, and interest on, the Bonds and shall be subject to a lien in favor of the Owners of the Bonds.

ITEM 19.2.

ATTACHMENT 2

24 The City has the right at any time to cause the Fiscal Agent to release funds from the Reserve Fund, in whole or in part, by tendering to the Fiscal Agent: (1) a Qualified Reserve Fund Credit Instrument, and (2) an opinion of Bond Counsel stating that such release will not, of itself, cause the portion of the interest on the Bonds to become includable in gross income for purposes of federal income taxation. Upon tender of such items to the Fiscal Agent, the Fiscal Agent will transfer such funds from the Reserve Fund to the City.

(B) Use of Fund. Except as otherwise provided in this Section, all amounts deposited in the Reserve Fund shall be used and withdrawn by the Fiscal Agent solely for the purpose of making transfers to the Bond Fund in the event of any deficiency within five days prior to any Interest Payment Date in the Bond Fund of the amount required for payment of the principal of, and interest on, the Bonds secured by the Reserve Fund on such Interest Payment Date.

Whenever transfer is made from the Reserve Fund to the Bond Fund due to a deficiency in the Bond Fund, the Fiscal Agent shall provide written notice thereof to the Administrative Services Director.

(C) Transfer of Excess of Reserve Requirement . Whenever, on the Business Day prior to any Interest Payment Date, the amount in the Reserve Fund (or any account therein) exceeds the then applicable Reserve Requirement, the Fiscal Agent shall provide written notice to the Administrative Services Director of the amount of the excess and, following any transfer required pursuant to Section 4.03(D) below, shall transfer an amount equal to the excess from the Reserve Fund to the Improvement Fund, if the Project has not been completed as of the date of such transfer, or if the Project has been completed, to the Bond Fund to be used for the payment of the principal of and interest on the Bonds in accordance with Section 4.02.

(D) Transfer for Rebate Purposes. Investment earnings on amounts in the Reserve Fund may be withdrawn from the Reserve Fund for purposes of making payment to the federal government to comply with Section 6.02.

(E) Transfer When Balance Exceeds Outstanding Bonds. Whenever the balance in the Reserve Fund exceeds the amount required to redeem or pay the Outstanding Bonds, including interest accrued to the date of payment or redemption and premium, if any, due upon redemption, and after making any transfer required under Section 4.03(D) above and upon receipt of an Officer’s Certificate directing it to do so, the Fiscal Agent shall transfer the amount in the Reserve Fund to the Bond Fund to be applied, on the next s ucceeding Interest Payment Date to the payment and redemption, in accordance with Section 4.02 or 2.03 as applicable, of all of the Outstanding Bonds. In the event that the amount so transferred from the Reserve Fund to the Bond Fund exceeds the amount required to pay and redeem the Outstanding Bonds, the balance in the Reserve Fund shall be transferred to the City, after payment of any amounts due the Fiscal Agent hereunder, to be used for any lawful purpose of the City.

Notwithstanding the foregoing, no amounts shall be transferred from the Reserve Fund pursuant to this Section 4.03(E) until after the calculation, pursuant to Section 6.02, of any amounts due to the federal government following payment of the Bonds and wit hdrawal of any such amount under Section 4.03(D) for purposes of making such payment to the federal government, and payment of any fees and expenses due to the Fiscal Agent.

(F) Investment. Moneys in the Reserve Fund shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits resulting from the investment of moneys in the Reserve Fund and other moneys in the Reserve Fund will remain therein until the balance exceeds the Reserve Requirement; any amounts in excess of the Reserve Requirement will be transferred to the Improvement Fund, if the Project has not been completed, or if the ITEM 19.2.

ATTACHMENT 2

25 Project has been completed, to the Bond Fund to be used for the payment of the principal of and interest on the Bonds secured by the Reserve Fund.

ITEM 19.2.

ATTACHMENT 2

26 ARTICLE V

OTHER COVENANTS OF THE CITY

Section 5.01. Punctual Payment. The City will punctually pay or cause to be paid the principal of, and interest and any premium on, the Bonds when and as due in strict conformity with the terms of this Agreement, and it will faithfully observe and perform all of the conditions covenants and requirements of this Agreement and all Supplemental Agreements and of the Bonds.

Section 5.02. Limited Obligation. The Bonds are limited obligations of the City on behalf of Improvement Area No. 3 of the District and are payable solely from and secured solely by the Special Tax Revenues and the amounts in the Bond Fund, the Reserve Fund and the Special Tax Fund created hereunder.

Section 5.03. Extension of Time for Payment . In order to prevent any accumulation of claims for interest after maturity, the City shall not, directly or indirectly, extend or consent to the extension of the time for the payment of any claim for interest on any of the Bonds and shall not, directly or indirectly, be a party to the approval of any such arrangement by purchasing or funding said claims for interest or in any other manner. In case any such claim for interest shall be extended or funded, whether or not with the consent of the City, such claim for interest so extended or funded shall not be entitled, in case of default hereunder, to the benefits of this Agreement, except subject to the prior payment in full of the principal of all of the Bonds then Outstanding and of all claims for interest which shall not have been so extended or funded.

Section 5.04. Against Encumbrances. The City will not encumber, pledge or place any charge or lien upon any of the Special Tax Revenues or other amounts pledged to the Bonds superior to or on a parity with the pledge and lien herein created for the benefit of the Bonds, except as permitted by this Agreement.

Section 5.05. Books and Accounts. The City will keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the City, in which complete and correct entries shall be made of all transactions relating to the expenditure of amounts disbursed from the Special Tax Fund and to the Special Tax Revenues. Such books of record and accounts shall at all times during business hours be subject to the inspection of the Owners of not less than ten percent (10%) of the principal amount of the Bonds then Outstanding, or their representatives duly authorized in writing.

The Fiscal Agent will keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the Fiscal Agent, in which complete and correct entries shall be made of all transactions of the Fiscal Agent relating to the expenditure of amounts disbursed from funds and accounts held by the Fiscal Agent hereunder. Such books of record and accounts shall at all times during business hours and upon reasonable prior notice, be subject to the inspection of the City and the Owners of not less than ten percent (10%) of the principal amount of the Bonds then Outstanding, or their representatives duly authorized in writing.

Section 5.06. Protection of Security and Rights of Owners . The City will preserve and protect the security of the Bonds and the rights of the Owners, and will warrant and defend their rights against all claims and demands of all persons. From and after the delivery of any of the Bonds by the City, the Bonds shall be incontestable by the City.

ITEM 19.2.

ATTACHMENT 2

27 Section 5.07. Compliance with Law; Completion of Project. The City will comply with all applicable provisions of the Act and the law in completing the acquisition and construction of the Project; provided that the City shall have no obligation to advance any funds to complete the Project in excess of the amounts available therefor in the Improvement Fund.

Section 5.08. Private Activity Bond Limitation. The City shall assure that the proceeds of the Bonds are not so used as to cause the Bonds to satisfy the private business tests of Section 141(b) of the Code or the private loan financing test of Section 141(c) of the Code.

Section 5.09. Federal Guarantee Prohibition. The City shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause any of the Bonds to be “federally guaranteed” within the meaning of Section 149(b) of the Code.

Section 5.10. Collection of Special Tax Revenues . The City shall comply with all requirements of the Act so as to assure the timely collection of Special Tax Revenues, including without limitation, the enforcement of delinquent Special Taxes.

On or within five Business Days of each June 1, the Fiscal Agent shall provide the Administrative Services Director with a notice stating the amount then on deposit in the Bond Fund and the Reserve Fund. The receipt of such notice by the Administrative Se rvices Director shall in no way affect the obligations of the Administrative Services Director under the following two paragraphs. Upon receipt of such notice, the Administrative Services Director shall ascertain the relevant parcels on which the Special Taxes are to be levied, taking into account any parcel splits during the preceding and then current year.

The City shall effect the levy of the Special Taxes each Fiscal Year in accordance with the Ordinance such that the computation of the levy is complete before the final date on which the County Auditor will accept the transmission of the Special Tax amount s for the parcels within Improvement Area No. 3 for inclusion on the next secured real property tax roll. Upon the completion of the computation of the amounts of the levy, the City shall prepare or cause to be prepared, and shall transmit to the Administ rative Services Director, such data as the County Auditor requires to include the levy of the Special Taxes on the next secured real property tax roll.

The City shall fix and levy the amount of Special Taxes within Improvement Area No. 3 required for the payment of principal of and interest on any Outstanding Bonds becoming due and payable during the ensuing year, including any necessary replenishment or expenditure of the Reserve Fund for the Bonds and an amount estimated to be sufficien t to pay the Administrative Expenses during such year, all in accordance with the Rate and Method and the Ordinance.

The Special Taxes shall be payable and be collected in the same manner and at the same time and in the same installment as the general taxes on real property are payable, and have the same priority, become delinquent at the same times and in the same proportionate amounts and bear the same proportionate penalties and interest after delinquency as do the general taxes on real property. Notwithstanding the foregoing, the Special Taxes may be collected in such other manner as the City shall prescribe if necessary to pay the debt service on the Bonds.

Section 5.11. Further Assurances. The City will adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Agreement, and for the better as suring and confirming unto the Owners of the rights and benefits provided in this Agreement.

ITEM 19.2.

ATTACHMENT 2

28 Section 5.12. No Arbitrage. The City shall not take, or permit or suffer to be taken by the Fiscal Agent or otherwise, any action with respect to the gross proceeds of the Bonds which if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the Closing Date would have caused the Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Code and Regulations.

Section 5.13. Maintenance of Tax-Exemption. The City shall take all actions necessary to assure the exclusion of interest on the Bonds from the gross income of the Owners of the Bonds to the same extent as such interest is permitted to be excluded from gross income under the Code as in effect on the date of issuance of the Bonds.

Section 5.14. Annual State Reports . The following requirements shall apply to the Bonds:

(A) Annual Reporting. Not later than October 30 of each calendar year, beginning with the October 30 first succeeding the date of the Bonds, and in each calendar year thereafter until the October 30 following the final maturity of the Bonds, the Administrative Services Director shall prepare and supply the California Debt and Investment Advisory Commission, by mail, postage prepaid, with the information required under Section 53359.5(c) of the Act. The annual reporting shall be made using such form or forms as may be prescribed by CDIAC.

(B) Other Reporting. If within 10 days prior to any Interest Payment Date it appears to the Fiscal Agent that there is a danger of deficiency in the Bond Fund and that the Fiscal Agent may be unable to pay regularly scheduled debt service on the Bonds in a timely manner or if the Fiscal Agent is unable to pay principal, interest and premium, if any, due on any Interest Payment Date for the Bonds due to insufficient funds in the Bond Fund, or if funds are withdrawn from the Reserve Fund to pay principal and/or interest on the Bonds, the Administrative Services Director shall make the reports required under Section 4.02(D) hereof.

(C) Amendment. The reporting requirements of this Section 5.14 shall be amended from time to time, without action by the City or the Fiscal Agent, to reflect any amendments to Section 53359.5(b) or Section 53359.5(c) of the Act.

(D) No Liability . None of the City and its officers, agents and employees, the Administrative Services Director or the Fiscal Agent shall be liable for any inadvertent error in reporting the information required by this Section 5.14.

Section 5.15. Covenant to Foreclose. The City hereby covenants with and for the benefit of the Owners of the Bonds that it will annually on or before September 1 of each year review the public records of the County of Sacramento relating to the collection of the Special Tax in order to determine the amount of the Special Tax collected in the prior Fiscal Year, and if the City determines on the basis of such review that the amount so collected is deficient it will enforce the lien of the Special Taxes by commencing, or cause to be commenced, foreclosure proceedings to judgment and sale in such manner and upon such timing as advised by legal counsel, taking into account the amounts delinquent, the estimate cost of legal proceedings, the status of Special Tax collections and available debt serv ice reserves, under the following circumstances:

ITEM 19.2.

ATTACHMENT 2

29 (a) if the amount so collected is deficient by more than 5% of the total amount of the Special Tax levied in such Fiscal Year, it will enforce the lien on all delinquent parcels; or

(b) if property owned by any single property owner in Improvement Area No. 3 is delinquent on f our or more consecutive semi- annual Special Tax installments (irrespective of the total delinquencies in Improvement Area No. 3) it will enforce the lien against such property.

Additionally, notwithstanding any of the foregoing, in certain instances the amount of a Special Tax delinquency on a particular parcel in relation to the cost of appropriate foreclosure proceedings may be such that the costs do not warrant the foreclosure proceedings costs. In such cases, the City shall pursue collection efforts but foreclosure proceedings may be delayed by the City until there are sufficient Special Tax delinquencies accruing to such parcel (including penalties thereon) to warrant the cost of such foreclosure proceedings.

Section 5.16. Continuing Disclosure to Owners. The City hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate.

Notwithstanding any other provision of this Agreement, failure of the City to comply with the Continuing Disclosure Ce rtificate shall not be considered a default hereunder; however, any Participating Underwriter or any holder or beneficial owner of the Bonds may take such actions as may be necessary and appropriate to compel performance by the City of its obligation s thereunder, including seeking mandate or specific performance by court order.

Section 5.17. No Additional Bonds. The City covenants not to issue Additional Bonds payable from Special Taxes and by the Special Tax Revenues equally and ratably with Bonds previously issued, except that the City may issue bonds to refund all or part of the Bonds . The City may also issue bonds secured by Special Taxes on a subordinate basis to the pledge of Special Taxes for payment of the Bonds.

Section 5.18. Yield of the Bonds. In determining the yield of the Bonds to comply with Section 5.13 and 6.02 hereof, the City will take into account optional and mandatory prepayment redemption (including premium, if any) in advance of maturity based on the reasonable expectations of the City, as of the Closing, without regard to whether or not redemption moneys are received or Bonds are redeemed.

ITEM 19.2.

ATTACHMENT 2

30 ARTICLE VI

INVESTMENTS; DISPOSITION OF INVESTMENT PROCEEDS;

LIABILITY OF THE CITY

Section 6.01. Deposit and Investment of Moneys in Funds. Subject in all respects to the provisions of Section 6.02, moneys in any fund or account created or established by this Agreement and held by the Fiscal Agent, shall be invested by the Fiscal Agent in Permitted Investments, as directed pursuant to an Of ficer’s Certificate filed with the Fiscal Agent at least two (2) Business Days in advance of the making of such investments. In the absence of any such Officer’s Certificate, the Fiscal Agent shall invest any such moneys in Permitted Investments described in clause (vii) of the definition thereof which by their terms mature prior to the date on which such moneys are required to be paid out hereunder. Subject in all respects to the provisions of Section 6.02, moneys in any fund or account created or establ ished by this Agreement and held by the Administrative Services Director shall be invested by the Administrative Services Director in any lawful investments that the City may make, which by their terms mature prior to the date on which such moneys are required to be paid out hereunder. Obligations purchased as an investment of moneys in any fund shall be deemed to be part of such fund or account, subject, however, to the requirements of this Agreement for transfer of interest earnings and profits resulting from investment of amounts in funds and accounts.

The Fiscal Agent or Administrative Services Director may act as principal or agent in the acquisition or disposition of any investment. Neither the Fiscal Agent nor the Administrative Services Director shall incur any liability for losses arising from any investments made pursuant to this Section. Any losses arising from any investments made pursuant to this Section shall be offset against interest earnings and profits retained in the same fund.

Except as otherwise provided in the next sentence, all investments of amounts deposited in any fund or account created by or pursuant to this Agreement, or otherwise containing gross proceeds of the Bonds (within the meaning of Section 148 of the Code), sh all be acquired, disposed of, and valued (as of the date that valuation is required by this Agreement or the Code) at Fair Market Value. For purposes of any Fair Market Value determination hereunder, the Fiscal Agent shall be entitled to conclusively rely on an Officer’s Certificate of the City and shall be fully protected in relying thereon. Investments in funds or accounts (or portions thereof) that are subject to a yield restriction under applicable provisions of the Code and (unless valuation is undertaken at least annually) investments in the Reserve Fund shall be valued at their present value (within the meaning of Section 148 of the Code).

Investments in any and all funds and accounts may be commingled in a separate fund or funds for purposes of making, holding and disposing of investments, notwithstanding provisions herein for transfer to or holding in or to the credit of particular funds o r accounts of amounts received or held by the Fiscal Agent or the Administrative Services Director hereunder, provided that the Fiscal Agent or the Administrative Services Director, as applicable, shall at all times account for such investments strictly in accordance with the funds and accounts to which they are credited and otherwise as provided in this Agreement.

The Fiscal Agent or the Administrative Services Director, as applicable, shall sell or present for redemption, any investment security whenever it shall be necessary to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the fund or account to which such investment security is credited and neither the Fiscal Agent nor the ITEM 19.2.

ATTACHMENT 2

31 Administrative Services Director shall be liable or responsible for any loss resulting from the acquisition or disposition of such investment security in accordance herewith.

The City acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the City the right to receive brokerage confirmations of security transactions as they occur, the City specifically waives r eceipt of such confirmations to the extent permitted by law. The Fiscal Agent will furnish the City periodic cash transaction statements which include detail for all investment transactions made by the Fiscal Agent hereunder.

Section 6.02. Rebate of Excess Investment Earnings to the United States . The City covenants to calculate and rebate to the federal government, in accordance with the Regulations, excess investment earnings to the extent required by Section 148(f) of the Code.

The City shall notify the Fiscal Agent of any amounts determined to be due to the federal government, and the Fiscal Agent shall, upon receipt of an Officer’s Certificate of the City, withdraw such amounts from the Reserve Fund pursuant to Section 4.03(D), and pay such amounts to the federal government as required by the Code and the Regulations. In the event of any shortfall in amounts available to make such payments under Section 4.03(D), the Fiscal Agent shall notify the Administrative Services Director in writing of the amount of the shortfall and the Administrative Services Director shall make such payment from any amounts available in the Special Tax Fund. Any fees or expenses incurred by the Fiscal Agent or the City under or pursuant to this Section 6.02 shall be Administrative Expenses.

In order to provide for the administration of this Section 6.02, the City may provide for the employment of independent attorneys, accountants and consultants compensated on such reasonable basis as the City may deem appropriate.

Section 6.03. Limited Obligation. The City’s obligations hereunder are limited obligations of the City on behalf of Improvement Area No. 3 of the District and are payable solely from and secured solely by the Special Tax Revenues and the amounts in the Special Tax Fund, the Bond Fund and the Reserve Fund created hereunder.

ITEM 19.2.

ATTACHMENT 2

32 ARTICLE VII

THE FISCAL AGENT

Section 7.01. Appointment of Fiscal Agent . U.S. Bank Trust Company, National Association, at its Principal Office, is hereby appointed Fiscal Agent for the Bonds. The Fiscal Agent undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Fiscal Agent.

Any company into which the Fiscal Agent may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Fiscal Agent may sell or transfer all or substantially all of its corporate trust business, provided such company shall be eligible under the following paragraph of this Section, shall be the successor to such Fiscal Agent without the execution or filing of any paper or any further act, anything herein to the contrary notwithstanding.

The City may remove the Fiscal Agent initially appointed, and any successor thereto, and may appoint a successor or successors thereto, but any such successor shall be a bank or trust company having a combined capital (exclusive of borrowed capital) and surplus of at least $50,000,000, including, for such purpose, the combined capital and surplus of any parent holding company, and subject to supervision or examination by federal or state authority. If such bank or trust company publishes a report of condit ion at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purposes of this Section 7.01, combined capital and surplus of such bank or trust company shall be deemed to be its comb ined capital and surplus as set forth in its most recent report of condition so published.

The Fiscal Agent may at any time resign by giving written notice to the City and by giving to the Owners notice by mail of such resignation. Upon receiving notice of such resignation, the City shall promptly appoint a successor Fiscal Agent by an instrument in writing. Any resignation or removal of the Fiscal Agent shall become effective upon acceptance of appointment by the successor Fiscal Agent.

If no appointment of a successor Fiscal Agent shall be made pursuant to the foregoing provisions of this Section within 30 days after the Fiscal Agent shall have given to the City written notice or after a vacancy in the office of the Fiscal Agent shall ha ve occurred by reason of its inability to act, the Fiscal Agent or any Bondowner may apply to any court of competent jurisdiction to appoint a successor Fiscal Agent. Said court may thereupon, after such notice, if any, as such court may deem proper, appoint a successor Fiscal Agent.

Section 7.02. Liability of Fiscal Agent. The recitals of facts, covenants and agreements herein and in the Bonds contained shall be taken as statements, covenants and agreements of the City, and the Fiscal Agent assumes no responsibility for the correctness of the same, or makes any representations as to the validity or sufficiency of this Agreement or of the Bonds, or shall incur any responsibility in respect thereof, other than in connection with the duties or obligations herein or in the Bonds assigned to or imposed upon it. The Fiscal Agen t shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful default. The Fiscal Agent assumes no responsibility or liability for any information, statement or recital in any offering memorandu m or other disclosure material prepared or distributed with ITEM 19.2.

ATTACHMENT 2

33 respect to the issuance of the Bonds. The Fiscal Agent has no liability regarding the use of the proceeds from the purchase of the Bonds deposited in funds held by the City.

In the absence of bad faith, the Fiscal Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Fiscal Agent and conforming to the requirements of this Agreement, including all Officer’s Certificates of the City meeting such requirements; but in the case of any such certificates or opinions by which any provision hereof are specifically required to be furnished to the Fiscal Agent, the Fiscal Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement. Except as provided above in this paragraph, the Fiscal Agent shall be protected and shall incur no liability in acting or proceeding, or in not acting or not proceeding, in good faith, reasonably and in accordance with the terms of this Agreement, upon any resolution, order, notice, request, consent or waiver, certificate, statement, affidavit, or other paper or document which it shall in good faith reasonably believe to be genuine and to have been adopted or signed by the proper person or to have been prepared and furnished pursuant to any provision of this Agreement, and the Fiscal Agent shall not be under any duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument.

The Fiscal Agent shall not be liable for any error of judgment made in good faith by a responsible officer unless it shall be proved that the Fiscal Agent was negligent in ascertaining the pertinent facts.

No provision of this Agreement shall require the Fiscal Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

The Fiscal Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any of the Owners pursuant to this Agreement unless such Owners shall have offered to the Fiscal Agent reaso nable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

The Fiscal Agent may become the owner of the Bonds with the same rights it would have if it were not the Fiscal Agent.

Section 7.03. Information. The Fiscal Agent shall provide to the City such information relating to the Bonds and the funds and accounts maintained by the Fiscal Agent hereunder as the City shall reasonably request, including but not limited to quarterly statements reporting funds held and transactions by the Fiscal Agent.

Section 7.04. Notice to Fiscal Agent. The Fiscal Agent may rely and shall be protected in acting or refraining from acting upon any Officer’s Certificate, notice, resolution, request, consent, order, certificate, report, warrant, Bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or proper parties and given in accordance with the requirements hereof. The Fiscal Agent may execute any of the powers hereunder or perform any duties hereunder either directly or by or through agen ts or attorneys and the Fiscal Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. The Fiscal Agent may consult with ITEM 19.2.

ATTACHMENT 2

34 counsel, who may be counsel to the City, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith.

The Fiscal Agent shall not be bound to recognize any person as the Owner of a Bond unless and until such Bond is submitted for inspection, if required, and his title thereto satisfactorily established, if disputed.

Whenever in the administration of its duties under this Agreement the Fiscal Agent shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of willful misconduct on the part of the Fiscal Agent, be deemed to be conclusively proved and established by a certificate of the City, and such certificate shall be full warrant to the Fiscal Agent for any action taken or suffered under the provisions of this Agreement or any Supplemental Agreement upon the faith thereof, but in its discretion the Fiscal Agent may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable.

Section 7.05. Compensation, Indemnification. The City shall pay to the Fiscal Agent, but only from Special Tax Revenues, from time to time reasonable compensation for all services rendered as Fiscal Agent under this Agreement, and also all reasonable expenses, charges, counsel fees and other disbursements, including those of their attorneys, agents and employees, incurred in and about the performance of their powers and duties under this Agreement, but the Fiscal Agent shall not have a lien therefor on any funds at any time held by it under this Agreement. The City further agrees, to the extent permitted by applicable law, and only from Special Tax Revenues as the source of funds, to indemnify and save the Fiscal Agent, its officers, employees, directors and agents harmless against any costs, claim s, expenses or liabilities, including, without limitation, fees and expenses of its attorneys which it may incur in the exercise and performance of its powers and duties hereunder which are not due to its negligence or willful misconduct. The obligation o f the City under this Section shall survive resignation or removal of the Fiscal Agent under this Agreement and payment of the Bonds and discharge of this Agreement.

ITEM 19.2.

ATTACHMENT 2

35 ARTICLE VIII

MODIFICATION OR AMENDMENT OF THIS AGREEMENT

Section 8.01. Amendments Permitted. This Agreement and the rights and obligations of the City and of the Owners of the Bonds may be modified or amended at any time by a Supplemental Agreement pursuant to the affirmative vote at a meeting of Owners, or with the written consent without a meeting, of the Owners of at least 60% in aggregate principal amount of the Bonds then Outstanding, exclusive of Bonds disqualified as provided in Section 8.04. No such modification or amendment shall (i) extend the maturity of any Bond or reduce the interest rate thereon, or otherwise alter or impair the obligation of the City to pay the principal of, and the interest and any premium on, any Bond, without the express consent of the Owner of such Bond, or (ii) permit the creation by the City of any pledge or lien upon the Special Taxes superior to or on a parity with the pledge and lien created for the benefit of the Bonds (except as otherwise permitted by the Act, the laws of the State of California or this Agreement), or reduce the percentage of Bonds required for the amendment hereof. No such amendment may modify any of the rights or obligations of the Fiscal Agent without its written consent.

This Agreement and the rights and obligations of the City and of the Owners may also be modified or amended at any time by a Supplemental Agreement, without the consent of any Owners, only to the extent permitted by law and only for any one or more of the following purposes:

(A) to add to the covenants and agreements of the City in this Agreement contained, other covenants and agreements thereafter to be observed, or to limit or surrender any right or power herein reserved to or conferred upon the City;

(B) to make modifications not adversely affecting any outstanding series of Bonds of the City in any material respect;

(C) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained in this Agreement, or in regard to questions arising under this Agreement, as the City and the Fiscal Agent may deem necessary or desirable, and which shall not adversely affect the rights of the Owners of the Bonds; or

(D) to make such additions, deletions or modifications as may be necessary or desirable to assure compliance with Section 148 of the Code relating to required rebate of excess investment earnings to the United States or otherwise as may be necessary to assure exclusion from gross income for federal income tax purposes of interest on the Bonds or to conform with the Regulations;

(E) to facilitate the issuance of Additional Bonds, to the extent permitted by Section 5.17.

Section 8.02. Owners’ Meetings. The City may at any time call a meeting of the Owners.

In such event the City is authorized to fix the time and place of said meeting and to provide for the giving of notice thereof and to fix and adopt rules and regulations for the conduct of said meeting.

ITEM 19.2.

ATTACHMENT 2

36 Section 8.03. Procedure for Amendment with Written Consent of Owners. The City and the Fiscal Agent may at any time enter into a Supplemental Agreement amending the provisions of the Bonds or of this Agreement or any Supplemental Agreement, to the extent that such amendment is permitted by Section 8.01, to take effect when and as provided in this Section. A copy of such Supplemental Agreement, together with a request to Owners for their consent thereto, if such consent is required under Section 8.01, shall be mailed by first class mail, by the Fiscal Agent to each Owner o f Bonds Outstanding, but failure to mail copies of such Supplemental Agreement and request shall not affect the validity of the Supplemental Agreement when assented to as in this Section provided.

If consent of the Owners is required under Section 8.01, such Supplemental Agreement shall not become effective unless there shall be filed with the Fiscal Agent the written consents of the Owners of at least 60% in aggregate principal amount of the Bonds then Outstanding (exclusive of Bonds disqualified as provided in Section 8.04) and a notice shall have been mailed as hereinafter in this Section provided. Each such consent shall be effective only if accompanied by proof of ownership of the Bonds for whi ch such consent is given, which proof shall be such as is permitted by Section 9.04. Any such consent shall be binding upon the Owner of the Bonds giving such consent and on any subsequent Owner (whether or not such subsequent Owner has notice thereof) unless such consent is revoked in writing by the Owner giving such consent or a subsequent Owner by filing such revocation with the Fiscal Agent prior to the date when the notice hereinafter in this Section provided for has been mailed.

After the Owners of the required percentage of Bonds shall have filed their consents to the Supplemental Agreement, the City shall mail a notice to the Owners in the manner hereinbefore provided in this Section for the mailing of the Supplemental Agreement, stating in substance that the Supplemental Agreement has been consented to by the Owners of the required percentage of Bonds and will be effective as provided in this Section (but failure to mail copies of said notice shall not affect the validity of the Supplemental Agreement or consents thereto). Proof of the mailing of such notice shall be filed with the Fiscal Agent. A record, consisting of the papers required by this Section 8.03 to be filed with the Fiscal Agent, shall be proof of the matters ther ein stated until the contrary is proved. The Supplemental Agreement shall become effective upon the filing with the Fiscal Agent of the proof of mailing of such notice, and the Supplemental Agreement shall be deemed conclusively binding (except as otherwi se herein above specifically provided in this Article) upon the City and the Owners of all Bonds at the expiration of 60 days after such filing, except in the event of a final decree of a court of competent jurisdiction setting aside such consent in a lega l action or equitable proceeding for such purpose commenced within such 60-day period.

Section 8.04. Disqualified Bonds. Bonds owned or held for the account of the City, excepting any pension or retirement fund, shall not be deemed Outstanding for the purpose of any vote, consent or other action or any calculation of Outstanding Bonds provided for in this Article VIII, and shall not be entitled to vote upon, consent to, or take any other action provided for in this Article VIII. Upon request, the City shall provide an Officer’s Certificate to the Fiscal Agent listing those Bonds which are disqualified pursuant to this Section 8.04.

Section 8.05. Effect of Supplemental Agreement . From and after the time any Supplemental Agreement becomes effective pursuant to this Article VIII, this Agreement shall be deemed to be modified and amended in accordance therewith, the respective rights, duties and obligations under this Agreement of the City and all Owners of Bonds Outstanding shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such Supplemental ITEM 19.2.

ATTACHMENT 2

37 Agreement shall be deemed to be part of the terms and conditions of this Agreement for any and all purposes.

Section 8.06. Endorsement or Replacement of Bonds Issued After Amendments . The City may determine that Bonds issued and delivered after the effective date of any action taken as provided in this Article VIII shall bear a notation, by endorsement or otherwise, in form approved by the City, as to such action. In that case, upon demand of the Owner of any Bond Outstanding at such effective date and presentation of his Bond for that purpose at the Principal Office of the Fiscal Agent or at such other office as the City may select and designate for that purpose, a suitable notation shall be made on such Bond. The City may determine that new Bonds, so modified as in the opinion of the City is necessary to conform to such Owners’ action, shall be prepared, executed and delivered. In that case, upon demand of the Owner of any Bonds then Outstanding, such new Bonds shall be exchanged at the Principal Office of the Fiscal Agent without cost to any Owner, for Bonds then Outstanding, upon surrender of such Bonds.

Section 8.07. Amendatory Endorsement of Bonds . The provisions of this Article VIII shall not prevent any Owner from accepting any amendment as to the particular Bonds held by him, provided that due notation thereof is made on such Bonds.

Section 8.08. Opinion of Counsel Regarding Supplemental Agreement . The Fiscal Agent shall be furnished an opinion of counsel that any Supplemental Agreement entered into by the City and the Fiscal Agent complies with the provisions of this Article VIII, and the Fiscal Agent may conclusively rely upon such opinion.

ITEM 19.2.

ATTACHMENT 2

38 ARTICLE IX

MISCELLANEOUS

Section 9.01. Benefits of Agreement Limited to Parties . Nothing in this Agreement expressed or implied, is intended to give to any person other than the City, the Fiscal Agent and the Owners, any right, remedy, claim under or by reason of this Agreement. Any covenants, stipulations, promises or agreements in this Agreement contained by and on behalf of the City shall be for the sole and exclusive benefit of the Owners and the Fiscal Agent.

Section 9.02. Successor is Deemed Included in All References to Predecessor .

Whenever in this Agreement or any Supplemental Agreement either the City or the Fiscal Agent is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all the covenants and agreements in this Agreement con tained by or on behalf of the City or the Fiscal Agent shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not.

Section 9.03. Discharge of Agreement. If the City shall pay and discharge the entire indebtedness on all or any portion of the Bonds Outstanding in any one or more of the following ways:

(A) by well and truly paying or causing to be paid the principal of, and interest and any premium on, such Bonds Outstanding, as and when the same become due and payable;

(B) by depositing with the Fiscal Agent or other fiduciary, at or before maturity, money which, together with (in the event that all of the Bonds are to be defeased) the amounts then on deposit in the funds and accounts provided for in Sections 4.02 and

4.03, is fully sufficient to pay such Bonds Outstanding, including all principal, interest and redemption premiums; or

(C) by irrevocably depositing with the Fiscal Agent or other fiduciary, cash and Federal Securities in such amount as the City shall determine as confirmed by an independent certified public accountant will, together with the interest to accrue thereon and (in the event that all of the Bonds are to be defeased) moneys then on deposit in the fund and accounts provided for in Sections 4.02 and 4.03, be fully sufficient to pay and discharge the indebtedness on such Bonds (including all principal, interest and redemption premiums) at or before their respective maturity dates;

and if such Bonds are to be redeemed prior to the maturity thereof notice of such redemption shall have been given as in this Agreement provided or provision satisfactory to the Fiscal Agent shall have been made for the giving of such notice, then, at the election of the City, and notwithstanding that any Bonds shall not have been surrendered for payment, the pledge of the Special Taxes and other funds provided for in this Agreement and all other obligations of the City under this Agreement with respect to such Bonds Outstanding shall cease and terminate, except only the obligations of the City under Section 5.13 and to pay or cause to be paid to the Owners of the Bonds not so surrendered and paid all sums due thereon and all amounts owing to the Fiscal Agent pursuant to Section 7.05; and thereafter Special Taxes shall not be payable to the Fiscal Agent. Notice of such election shall be filed with the Fiscal Agent.

ITEM 19.2.

ATTACHMENT 2

39 Any funds thereafter held by the Fiscal Agent upon payments of all fees and expenses of the Fiscal Agent, which are not required for said purpose, shall be paid over to the City.

Section 9.04. Execution of Documents and Proof of Ownership by Owners. Any request, declaration or other instrument which this Agreement may require or permit to be executed by Owners may be in one or more instruments of similar tenor, and shall be executed by Owners in person or by their attorneys appointed in writing.

Except as otherwise herein expressly provided, the fact and date of the execution by any Owner or his attorney of such request, consent, declaration or other instrument, or of such writing appointing such attorney, may be proved by the certificate of any n otary public or other officer authorized to take acknowledgments of deeds to be recorded in the state in which he purports to act, that the person signing such request, declaration or other instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer.

Except as otherwise herein expressly provided, the ownership of registered Bonds and the amount, maturity, number and date of holding the same shall be proved by the registry books.

Any request, consent, declaration or other instrument or writing of the Owner of any Bond shall bind all future Owners of such Bond in respect of anything done or suffered to be done by the City or the Fiscal Agent in good faith and in accordance therewith.

Section 9.05. Waiver of Personal Liability. No member, officer, agent or employee of the City shall be individually or personally liable for the payment of the principal of, or interest or any premium on, the Bonds; but nothing herein contained shall relieve any such member, officer, agent or employee from the performance of any official duty provided by law.

Section 9.06. Notices to and Demands on City and Fiscal Agent. Any notice or demand which by any provision of this Agreement is required or permitted to be given or served by the Fiscal Agent to or on the City may be given or served by being deposited postage prepaid in a post office letter box, by overnight courie r or by facsimile (with receipt confirmed by telephone) addressed (until another address is filed by the City with the Fiscal Agent) as follows:

City of Rancho Cordova
2729 Prospect Park Drive
Rancho Cordova, California 95670
Attention: Administrative Services Director

Any notice or demand which by any provision of this Agreement is required or permitted to be given or served by the City to or on the Fiscal Agent may be given or served by being deposited postage prepaid in a post office letter box, by overnight courier o r by facsimile (with receipt confirmed by telephone) addressed (until another address is filed by the Fiscal Agent with the City) as follows:

U.S. Bank Trust Company, National Association
1420 Fifth Avenue, 11th Floor
Seattle, Washington 98101
Attention: Global Corporate Trust
Fax: (206) 344-4630

ITEM 19.2.

ATTACHMENT 2

40 Section 9.07. Partial Invalidity. If any Section, paragraph, sentence, clause or phrase of this Agreement shall for any reason be held illegal or unenforceable, such holding shall not affect the validity of the remaining portions of this Agreement. The City hereby declares that it woul d have adopted this Agreement and each and every other Section, paragraph, sentence, clause or phrase hereof and authorized the issue of the Bonds pursuant thereto irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses, or phrases of this Agreement may be held illegal, invalid or unenforceable.

Section 9.08. Unclaimed Moneys . Anything contained herein to the contrary notwithstanding, any moneys held by the Fiscal Agent in trust for the payment and discharge of the principal of, and the interest and any premium on, the Bonds which remains unclaimed for two (2) years after the date when the payments of such principal, interest and premium have become payable, if such moneys was held by the Fiscal Agent at such date, shall be repaid by the Fiscal Agent to the City as its absolute property free from any trust, and the Fiscal Agen t shall thereupon be released and discharged with respect thereto and the Bond Owners shall look only to the City for the payment of the principal of, and interest and any premium on, such Bonds.

Section 9.09. Applicable Law. This Agreement shall be governed by and enforced in accordance with the laws of the State of California applicable to contracts made and performed in the State of California.

Section 9.10. Conflict with Act. In the event of a conflict between any provision of this Agreement with any provision of the Act as in effect on the Closing Date, the provision of the Act shall prevail over the conflicting provision of this Agreement.

Section 9.11. Conclusive Evidence of Regularity . Bonds issued pursuant to this Agreement shall constitute conclusive evidence of the regularity of all proceedings under the Act relative to their issuance and the levy of the Special Taxes.

Section 9.12. Payment on Business Day. In any case where the date of the maturity of interest or of principal (and premium, if any) of the Bonds or the date fixed for redemption of any Bonds or the date any action is to be taken pursuant to this Agreement is other than a Business Day, the payment of interest or principal (and premium, if any) or the action need not be made on such date but may be made on the next succeeding day which is a Business Day with the same force and effect as if made on the date required and no interest shall accrue for the period from and after such date.

Section 9.13. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original. The exchange of copies of this Agreement and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Agreement as to the parties hereto and may be used in lieu of the original Agreement and signature pages for all purposes.

Section 9.14. U.S.A. Patriot Act . The City and the District acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Fiscal Agent, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Fiscal Agent. The City and the District agree that they will provide the Fiscal Agent with such information as it may request in order for the Fiscal Agent to satisfy the requirements of the U.S.A. Patriot Act.

ITEM 19.2.

ATTACHMENT 2

[Signature page to Fiscal Agent Agreement dated as of October 1, 2025]

IN WITNESS WHEREOF, the City has caused this Agreement to be executed in its name and the Fiscal Agent has caused this Agreement to be executed in its name, all as of October 1, 2025.

CITY OF RANCHO CORDOVA, for itself and
on behalf of CITY OF RANCHO CORDOVA

THE RANCH COMMUNITY FACILITIES
DISTRICT NO. 2021-1

By:

Kim Juran-Karageorgiou
Administrative Services Director

U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Fiscal Agent

By:

Greg E. Skutnik
Vice President

ITEM 19.2.

ATTACHMENT 2

A-1

EXHIBIT A

FORM OF BOND

UNITED STATES OF AMERICA

STATE OF CALIFORNIA

No. ________ ***$__________***

IMPROVEMENT AREA NO. 3 OF

CITY OF RANCHO CORDOVA
THE RANCH COMMUNITY FACILITIES DISTRICT NO. 2021-1
SPECIAL TAX BONDS SERIES 2025

INTEREST RATE: MATURITY DATE: BOND DATE: CUSIP:
% September 1, 20__ __________, 2025

REGISTERED OWNER: CEDE & CO.

PRINCIPAL AMOUNT: ***______________ DOLLARS***

The City of Rancho Cordova (the “City”) for and on behalf of the City of Rancho Cordova The Ranch Community Facilities District No. 2021-1 (the “District”) for Improvement Area No. 3 of the District, for value received, hereby promises to pay solely from the Special Tax (as hereinafter defined) or amounts in certain funds and accounts held under the Agreement (as hereinafter defined), to the Registered Owner named above, or registered assigns (the “Owner”), on the Maturity Date set forth above, unless redeemed prior thereto as hereinafter provided, the Principal Amount set forth above, and to pay interest on such principal amount from the Bond Date shown above, or from the most recent Interest Payment Date (as hereinafter defined) to which interest has been paid or duly provided for, semiannually on March 1 and September 1, commencing March 1, 2026 (the “Interest Payment Dates”), at the Interest Rate set forth above, until the principal amount hereof is paid or made available for payment. The principal of this Bond is payable to the Owner hereof in lawful money of the United States of America upon presentation and surrender of this Bond at the principal corporate trust office of U.S. Bank Trust Company, National Association in St. Paul, Minnesota (the “Fiscal Agent”). Interest on this Bond shall be paid by check of the Fiscal Agent mailed by first class mail on each Interest Payment Date to the Owner hereof as of the close of business on the 15th day of the month preceding the month in which the Interest Paym ent Date occurs (the “Record Date”) at such Owner’s address as it appears on the registration books maintained by the Fiscal Agent, or by wire transfer made on such Interest Payment Date upon written instructions delivered to the Fiscal Agent by the applicable Record Date of any Owner of $1,000,000 or more in aggregate principal amount of Bonds.

This Bond is one of a duly authorized issue of bonds approved by resolution of the City Council of the City on _________, 2025 (the “Resolution”), pursuant to the Mello -Roos Community Facilities Act of 1982, as amended, Sections 53311, et seq. , of the California ITEM 19.2.

ATTACHMENT 2

A-2
Government Code (the “Mello-Roos Act”) for the purpose of providing moneys for the construction and acquisition of improvements for the District, and is one of the bonds designated “Improvement Area No. 3 of City of Rancho Cordova The Ranch Community Facilities District No. 2021-1 Special Tax Bonds Series 2025” (the “Bonds”). The issuance of the Bonds and the terms and conditions thereof are provided for by a Fiscal Agent Agreement, dated as of October 1, 2025, by and between the City and the Fiscal Agent (the “Agreement”) and this refer ence incorporates the Agreement herein, and by acceptance hereof the Owner of this Bond assents to said terms and conditions. The Agreement is authorized under, this Bond is issued under and both are to be construed in accordance with, the laws of the State of California. Capitalized terms used but not defined herein are defined in the Agreement.

Pursuant to the Mello-Roos Act, the Agreement and the Resolution, the principal of and interest on this Bond are payable solely from the “Special Tax Revenues,” being the proceeds of the special taxes annually received by the City for Improvement Area No. 3 (the “Special Taxes”), less an amount equal to the Administrative Expense Priority, including all scheduled payments and delinquent payments thereof, penalties thereon and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the Special Taxes, and certain funds held under the Agreement.

Interest on this Bond shall be payable from the Interest Payment Date next preceding the date of authentication hereof, unless (i) it is authenticated on an Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (ii) such date of authentication is after a Record Date but on or prior to an Interest Payment Date, in which event interest will be payable from such Interest Payment Date, or (iii) such date of authentication is prior to the first Record Date, in which event interest will be payable from the Bond Date shown above; provided however, that if at the time of authentication of this Bond, interest is in default hereon, this Bond shall bear interest from the Interest Payment Date to which interest has previously b een paid or made available for payment hereon.

Any tax for the payment hereof shall be limited to the Special Tax, except to the extent that provision for payment has been made by the City as may be permitted by law. The Bonds do not constitute obligations of the City for which the City is obligated t o levy or pledge, or has levied or pledged, general or special taxation other than described herein above.

The Bonds are subject to optional redemption from any source of available funds (other than prepayments of the Special Tax by property owners), in whole or in part among maturities as specified by the City and by lot within a maturity, on any date on and after September 1, _____ at the following respective redemption prices (expressed as percentages of the principal amount of the Bonds to be redeemed), plus accrued interest thereon to the date of redemption:

Redemption Dates
Redemption
Price
September 1, 20___ through August 31, 20__ 103%
September 1, 20__ through August 31, 20__ 102
September 1, 20__ through August 31, 20__ 101
September 1, 20__ and any date thereafter 100

Mandatory Redemption from Prepayments. The Bonds are subject to mandatory redemption from prepayments of the Special Tax by property owners, in whole or in part among maturities as shall be specified by the City and by lot within a maturity, on any Interest Payment ITEM 19.2.

ATTACHMENT 2

A-3
Date at the following respective redemption prices (expressed as percentages of the principal amount of the Bonds to be redeemed), plus accrued interest thereon to the date of redemption:

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

Mandatory Sinking Fund Redemption. The Bonds maturing September 1, 20__ and September 1, 20__ (the “Term Bonds”) are subject to mandatory sinking payment redemption in part on September 1, 20__ and September 1, 20__, and on each September 1 therea fter to maturity, by lot, at a redemption price equal to one hundred percent (100%) of the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts as set forth in the following tables:

September 1, 20__ Term Bonds

Mandatory
Redemption Date
(September 1)

Sinking Fund
Payment

September 1, 20__ Term Bonds

Mandatory
Redemption Date
(September 1)

Sinking Fund
Payment

The amounts in the foregoing tables shall be reduced pro rata at the direction of the City in an Officer’s Certificate, in order to maintain substantially uniform debt service, as a result of any prior partial redemption of the Bonds.

Notice of redemption with respect to the Bonds to be redeemed shall be given to the Owners thereof, in the manner, to the extent and subject to the provisions of the Agreement.

This Bond shall be registered in the name of the Owner hereof, as to both principal and interest. Each registration and transfer of registration of this Bond shall be entered by the Fiscal Agent in books kept by it for this purpose and authenticated by it s manual signature upon the certificate of authentication endorsed hereon.

No transfer or exchange hereof shall be valid for any purpose unless made by the registered owner, by execution of the form of assignment endorsed hereon, and authenticated as herein provided, and the principal hereof, interest hereon and any redemption pr emium shall be payable only to the registered owner or to such Owner’s order. The Fiscal Agent shall require the Owner requesting transfer or exchange to pay any tax or other governmental charge required to be paid with respect to such transfer or exchange. No transfer or exchange hereof shall be ITEM 19.2.

ATTACHMENT 2

A-4
required to be made (i) within 15 days prior to the date established by the Fiscal Agent for selection of Bonds for redemption or (ii) with respect to a Bond after such Bond has been selected for redemption.

The Agreement and the rights and obligations of the City thereunder may be modified or amended as set forth therein. The principal of the Bonds is not subject to acceleration upon a default under the Agreement or any other document.

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

It is hereby certified, recited and declared that all acts, conditions and things required by law to exist, happen and be performed precedent to and in the issuance of this Bond have existed, happened and been performed in due time, form and manner as required by law, and that the amount of this Bond, together with all other indebtedness of the City, does not exceed any debt limit prescribed by the laws or Constitution of the State of California.

Unless this Bond is presented by an authorized representative of The Depository Trust Company to the Fiscal Agent for registration of transfer, exchange or payment, and any Bond issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY

TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an in terest herein.

ITEM 19.2.

ATTACHMENT 2

A-5
IN WITNESS WHEREOF, the City of Rancho Cordova has caused this Bond to be executed in its name by the manual or facsimile signature of its Mayor and attested by the manual or facsimile signature of its City Clerk.

CITY RANCHO CORDOVA

By:

Mayor

Attested:

By:

City Clerk

FISCAL AGENT’S CERTIFICATE OF AUTHENTICATION

This is one of the Bonds described in the Resolution and the Agreement.

Dated: _____________, 2025

U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Fiscal Agent

By:

Authorized Officer
ITEM 19.2.

ATTACHMENT 2

A-6

FORM OF ASSIGNMENT

FOR VALUE RECEIVED, the undersigned do(es) hereby sell, assign and transfer unto

(Name, address and Tax Identification Number of Assignee)

the within- mentioned registered Bond and hereby irrevocably constitute(s) and appoint(s) attorney,
to transfer the same on the registration books of the Fiscal Agent with full power of substitution in the premises.

Dated: ________________

Signature Guaranteed:

NOTE: Signature(s) must be guaranteed by an eligible
guarantor institution with membership in an approved
signature guarantee medallion program pursuant to
Securities and Exchange Commission Rule 17A(d)15.

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

ITEM 19.2.

ATTACHMENT 2

1 $___________
IMPROVEMENT AREA NO. 3 OF

CITY OF RANCHO CORDOVA
THE RANCH COMMUNITY FACILITIES DISTRICT NO. 2021-1

SPECIAL TAX BONDS
SERIES 2025

BOND PURCHASE AGREEMENT
_________, 2025
City of Rancho Cordova
The Ranch Community Facilities District No. 2021-1
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 The Ranch Community Facilities District No. 2021 -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 October 1, 2025 (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 Improvement Area No. 3 of City of Rancho Cordova The Ranch Community Facilities District No. 2021 -1 Special Tax Bonds Series 2025 (the “Bonds”), dated the Closing Date (as hereinafter defined), bearing interest at the rates and maturing on the dates and in the principal amounts set forth in Appendix A hereto. The purchase price for the Bonds shall be $_______ (being 100% of the aggregate principal amount thereof, plus a net original issue premium of $________, less an Underwriter’s discount of $______).

The Underwriter agrees to make a bona fide initial public offering of all of the Bonds in compliance with federal and state securities laws, at a price not in excess of the initial offering prices (or yields) set forth in Appendix A attached hereto and incorporated herein by reference. Subsequent to the initial public offering, the Underwriter reserves the right to change the public offering prices ITEM 19.2.

ATTACHMENT 3

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

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

The issuance of the Bonds has been duly authorized by the City pursuant to a resolution (the “Resolution”), adopted by its City Council (the “City Council”) on behalf of the Community Facilities District, on ________, 2025. 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. 3 of the Community Facilities District (“Improvement Area No. 3 ”); (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, 202 6 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 [POS Date], relating to the Bonds, which, together with the cover page, inside cover page and appendices thereto is herein called the “Preliminary ITEM 19.2.

ATTACHMENT 3

3 Official Statement.” By its acceptance of this Purchase Agreement, the City hereby consents to and ratifies the use and distribution by the Underwriter of the Preliminary Official Statement, and the City agrees to execute a final official statement relating to the Bonds (the “Official Statement”) which will consist of the Preliminary Official Statement with such changes as may be made thereto, with the approval of Jones Hall LLP , 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 Mateo, 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 [Closing Date] (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.

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 ITEM 19.2.

ATTACHMENT 3

4 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 approved the Unanimous Consent, Waiver and Vote of Sole Landowner, dated April 2, 2024 (the “Unanimous Consent”), 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. 3 (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 Unanimous Consent, 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. 3 – Development in the District,” 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. 3 – Development in the District,” as to which no view is expressed) as of its date is, true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and, upon delivery and up to and including 25 days after the End of the Underwriting Period (as defined in paragraph (D) below), the Official Statement will be amended and supplemented so as to contain no misstatement of any material fact or material omission of any statement necessary to make the ITEM 19.2.

ATTACHMENT 3

5 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 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 ITEM 19.2.

ATTACHMENT 3

6 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 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 ITEM 19.2.

ATTACHMENT 3

7 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 Tax Revenues, 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. 3 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.

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 in all material respects with any previous undertakings with regard to the Rule to provide annual reports or notices of enumerated events in the last five years.

ITEM 19.2.

ATTACHMENT 3

8 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 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, ITEM 19.2.

ATTACHMENT 3