F-14
information provided to it hereunder and shall not be deemed to be acting in any fiduciary capacity for the City, the Developer, the Fiscal Agent, the Bond owners, or any other party. The obligations of the Developer under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds.
Section 12. Notices. Any notice or communications to be among any of the parties to this Disclosure Certificate may be given by regular, overnight or electronic mail as follows:
To the Developer Lennar Homes, LLC
________, _______
Roseville, CA 95661
Attention: _______
Email: ___________
To the City: City of Rancho Cordova
Attn: CFD Administrator
2729 Prospect Park Drive
Rancho Cordova, CA 95670
Email: [email protected]
[email protected]
To the Participating
Underwriter: Piper Sandler & Co.
3626 Fair Oaks Boulevard, Suite 100
Sacramento, CA 95864
Email: [email protected]
Any person may, by written notice to the other persons listed above, designate a different address or telephone number(s) to which subsequent notices or communications should be sent.
Section 13. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the City, the Developer (its successors and assigns), the Dissemination Agent, the Participating Underwriter and holders and beneficial owners from time to time of the Bonds and shall create no rights in any other person or entity. All obligations of the Developer hereunder shall be assumed by any legal successor to the obligations of the Developer as a result of a sale, merger, consolidation or other reorganization.
Section 14. Counterparts. This Disclosure Certificate may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
[Remainder of Page Intentionally Blank; Signature Page Follows]
ITEM 12.1.
ATTACHMENT 4
F-15
IN WITNESS WHEREOF, the Builder has executed this Disclosure Certificate as of the date first above written.
LENNAR HOMES, LLC,
a Delaware limited liability company
By: _______________,
_______________
ITEM 12.1.
ATTACHMENT 4
F-16
EXHIBIT A
PERIODIC REPORT
Relating to:
$_________
IMPROVEMENT AREA NO. 1 OF
CITY OF RANCHO CORDOVA
THE PRESERVE COMMUNITY FACILITIES DISTRICT NO. 2025-1
SPECIAL TAX BONDS
SERIES 2026
This Periodic Report is hereby submitted under Section 4 of the Continuing Disclosure Certificate (Developer) (the “Disclosure Certificate”) dated ________, 2026 executed by Lennar Homes, LLC, a Delaware limited liability company (the “Developer”) in connection with the issuance of special tax bonds by the City of Rancho Cordova (the “City”) with respect to Improvement Area No. 1 of City of Rancho Cordova The Preserve Community Facilities District No. 2025-1 (the “District”).
Capitalized terms used in this Periodic Report but not otherwise defined have the meanings given to them in the Disclosure Certificate.
I. Property Ownership and Development
The information in this section is provided as of ____________________ (this date must be not more than 60 days before the date of this Periodic Report).
A. Property currently owned by the Developer or its Affiliates (if any) in Improvement Area No. 1 (the “Property”):
Development name:
Number of lots (acreage if not subdivided):
B. Updated information regarding land development and home construction activities with respect to the Property described in the Official Statement for the Bonds under the heading “OWNERSHIP AND DEVELOPMENT OF PROPERTY WITHIN IMPROVEMENT AREA NO. 1 – Lennar Homes” or the Periodic Report last filed in accordance with the Disclosure Certificate:
______________________________________________________________________
______________________________________________________________________
C. Status of building permits , and any significant amendments to land use or development entitlements for the Property described in the Official Statement for the Bonds or the Periodic Report last filed in accordance with the Disclosure Certificate:
______________________________________________________________________
______________________________________________________________________ ITEM 12.1.
ATTACHMENT 4
F-17
D. Status of any land purchase contracts with regard to Property, including sales of land in Improvement Area No. 1 to other property owners (other than individual homeowners).
______________________________________________________________________
______________________________________________________________________
II. Legal and Financial Status of Developer
Unless such information has previously been included or incorporated by reference in a Periodic Report, describe any change in the legal structure of the Developer or the financial condition and financing plan of the Developer that would materially and adv ersely interfere with its ability to complete its development plan with respect to the Property described in the Official Statement. To the extent that the ownership of the Developer has changed, describe all material terms of the new ownership structure.
______________________________________________________________________
______________________________________________________________________
III. Change in Development or Financing Plans
Unless such information has previously been included or incorporated by reference in a Periodic Report, describe any development plans or financing plans relating to the Property that are materially different from the proposed development and financing plan for the Property described in the Official Statement.
______________________________________________________________________
______________________________________________________________________
IV. Official Statement Updates
Unless such information has previously been included or incorporated by reference in a Periodic Report, describe any other significant changes in the information relating to the Developer or the Property contained in the Official Statement under the headin g “OWNERSHIP AND DEVELOPMENT OF PROPERTY WITHIN IMPROVEMENT AREA NO. 1 – Lennar Homes” that would materially and adversely interfere with the Developer ’s ability to develop and sell the Property as described in the Official Statement.
______________________________________________________________________
______________________________________________________________________
V. Other Material Information
In addition to any of the information expressly required above, provide such further information, if any, as may be necessary to make the specifically required statements, in the light of the circumstances under which they are made, not misleading.
ITEM 12.1.
ATTACHMENT 4
F-18
_____________________________________________________________________
______________________________________________________________________
Certification
The undersigned Developer hereby certifies that this Periodic Report constitutes the Periodic Report required to be furnished by the Developer under the Disclosure Certificate.
ANY STATEMENTS REGARDING THE DEVELOPER, THE DEVELOPMENT OF THE PROPERTY, THE DEVELOPER ’S FINANCING PLAN OR FINANCIAL CONDITION, OR THE
BONDS, OTHER THAN STATEMENTS MADE BY THE DEVELOPER IN AN OFFICIAL
RELEASE, OR FILED WITH THE MUNICIPAL SECURITIES RULEMAKING BOARD, ARE NOT AUTHORIZED BY THE DEVELOPER. THE DEVELOPER IS NOT RESPONSIBLE FOR THE
ACCURACY, COMPLETENESS OR FAIRNESS OF ANY SUCH UNAUTHORIZED STATEMENTS.
ITEM 12.1.
ATTACHMENT 4
F-19
THE DEVELOPER HAS NO OBLIGATION TO UPDATE THIS PERIODIC REPORT OTHER THAN AS EXPRESSLY PROVIDED IN THE DISCLOSURE CERTIFICATE.
Dated:
LENNAR HOMES, LLC,
a Delaware limited liability company
By: _____________________,
President Divisional – Northern
California
ITEM 12.1.
ATTACHMENT 4
G-1
APPENDIX G
DTC AND THE BOOK-ENTRY ONLY SYSTEM
The following description of the Depository Trust Company ( “DTC”), the procedures and record keeping with respect to beneficial ownership interests in the Bonds, payment of principal, interest and other payments on the Bonds to DTC Participants or Beneficial Owners, confirmation and transfer of beneficial ownership interest in the Bonds and other related transactions by and between DTC, the DTC Participants and the Beneficial Owners is based solely on information provided by DTC. Accordingly, no representations can be made concerning these matters and neither the DTC Participants nor the Beneficial Owners should rely on the foregoing information with respect to such matters, but should instead confirm the same with DTC or the DTC Participants, as the case may be.
Neither the issuer of the Bonds (the “Issuer”) nor the trustee, fiscal agent or paying agent appointed with respect to the Bonds (the “Agent”) take any responsibility for the information contained in this Appendix.
No assurances can be given that DTC, DTC Participants or Indirect Participants will distribute to the Beneficial Owners (a) payments of interest, principal or premium, if any, with respect to the Bonds, (b) certificates representing ownership interest in or other confirmation or ownership interest in the Bonds, or (c) redemption or other notices sent to DTC or Cede & Co., its nominee, as the registered owner of the Bonds, or that they will so do on a timely basis, or that DTC, DTC Participants or DTC Indire ct Participants will act in the manner described in this Appendix. The current “Rules” applicable to DTC are on file with the Securities and Exchange Commission and the current “Procedures” of DTC to be followed in dealing with DTC Participants are on file with DTC.
1. The Depository Trust Company (“DTC”), New York, NY, will act as securities depository for the securities (the “Securities”). The Securities will be issued as fully -registered securities registered in the name of Cede & Co. (DTC ’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Security certificate will be issued for each issue of the Securities, each in the aggregate principal amount of such issue, and will be deposited with DTC. If, however, the aggregate principal amount of any issue exceeds $500 million, one certificate will be issued with respect to each $500 million of principal amount, and an additional certificate will be issued with respect to any remaining principal amount of such issue.
2. DTC, the world ’s largest securities depository, is a limited -purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC ’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book -entry transfers and pledges between Direct Participants ’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non -U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly -owned ITEM 12.1.
ATTACHMENT 4
G-2
subsidiary of The Depository Trust & Clearing Corporation ( “DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is als o available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has a Standard & Poor ’s rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com.
3. Purchases of Securities under the DTC system must be made by or through Direct Participants, which will receive a credit for the Securities on DTC ’s records. The ownership interest of each actual purchaser of each Security ( “Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transa ction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Securities are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Securities, except in the event that use of the book-entry system for the Securities is discontinued.
4. To facilitate subsequent transfers, all Securities deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Securities with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Securities; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Securities are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.
5. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Securities may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Securities, such as redemptions, tenders, defaults, and proposed amendments to the Security documents. For example, Beneficial Owners of Securities may wish to ascertain that the nominee holding the Securities for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them.
6. Redemption notices will be sent to DTC. If less than all of the Securities within an issue are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.
7. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Securities unless authorized by a Direct Participant in accordance with DTC ’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to Issuer as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co. ’s consenting or voting ITEM 12.1.
ATTACHMENT 4
G-3
rights to those Direct Participants to whose accounts Securities are credited on the record date (identified in a listing attached to the Omnibus Proxy).
8. Redemption proceeds, distributions, and dividend payments on the Securities will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from Issuer or Agent, on payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC, Agent, or Issuer, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of Issuer or Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.
9. A Beneficial Owner will give notice to elect to have its Securities purchased or tendered, through its Participant, to the Agent, and will effect delivery of such Securities by causing the Direct Participant to transfer the Participant’s interest in the Securities, on DTC’s records, to the Agent. The requirement for physical delivery of Securities in connection with an optional tender or a mandatory purchase will be deemed satisfied when the ownership rights in the Securities are transferred by Direct Participants on DTC ’s records and followed by a book -entry credit of tendered Securities to the Agent’s DTC account.
10. DTC may discontinue providing its services as depository with respect to the Securities at any time by giving reasonable notice to Issuer or Agent. Under such circumstances, in the event that a successor depository is not obtained, Security certificates are required to be printed and delivered.
11. Issuer may decide to discontinue use of the system of book -entry-only transfers through DTC (or a successor securities depository). In that event, Security certificates will be printed and delivered to DTC.
12. The information in this section concerning DTC and DTC’ s book-entry system has been obtained from sources that Issuer believes to be reliable, but Issuer takes no responsibility for the accuracy thereof.
ITEM 12.1.
ATTACHMENT 4
Jones Hall Draft 1.9.26
FUNDING
, CONSTRUCTION AND ACQUISITION AGREEMENT
Dated as of ___________ 1, 2026
by and between
CITY OF RANCHO CORDOVA
and
LENNAR HOMES OF CALIFORNIA, LLC
RELATIVE TO THE
CITY OF RANCHO CORDOVA
THE PRESERVE COMMUNITY FACILITIES DISTRICT NO. 2025-1
ITEM 12.1.
ATTACHMENT 5
This FUNDING, CONSTRUCTION AND ACQUISITION AGREEMENT (this “Agreement”) is entered into as of ___________ 1, 2026, by and between the CITY OF RANCHO CORDOVA, a municipal corporation and general law city existing under the laws of the State of California (the “City”), and LENNAR HOMES OF CALIFORNIA, LLC, a California limited liability company (“Developer”).
RECITALS
WHEREAS, the City Council of the City (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 Preserve Community Facilities District No. 2025- 1 (the “District”), (ii) designate within the District, “Improvement Area No. 1 of City of Rancho Cordova The Preserve Community Facilities District No. 2025-1” (“Improvement Area No. 1 ”), and (iii) establish a “City of Rancho Cordova The Preserve Community Facilities District No. 2025- 1 (Future Annexation Area)” for the District (the “Future Annexation Area”); WHEREAS, land currently in the District and anticipated to annex from the Future Annexation Area in the future relates to the proposed development within the City commonly known as “The Preserve” (the “Property”) owned by, or under option to, the Developer, and the District has been formed for the purpose of paying costs for certain public facilities and fees which are necessary to the development of the Property;
WHEREAS, the County of Sacramento approved the Specific Plan for the development of the Property (and properties owned by others) (the “ Specific Plan”), the Developer proposes to construct improvements and to pay certain fees which will fund improvements to the portion of the Specific Plan that includes the Property (the development of such portion of the Specific Plan is defined herein as the “Project”) as required by the Project Approvals (as defined below). The Specific Plan sets forth a comprehensive la nd use plan and establishes detailed regulations, conditions and programs for development of the property that includes the Property, the City approved tentative subdivision maps for the Project and final subdivision maps for portions of the Project, and the Specific Plan, the tentative subdivision maps, including conditions of approval, and other existing and subsequent approvals granted by City and agreements between Developer and City in implementation of the Project, as the same may be amended from time to time, including amendments thereto (these documents are herein collectively referred to as the “Project Approvals”);
WHEREAS, Section 53313.5 of the Act provides that a community facilities district may finance the construction and acquisition of facilities constructed after the adoption of the resolution of formation establishing the community facilities district if the facilities have been constructed as if they had been constructed under the direction and supervision, or under the authority of, the local agency whose governing body is conducting proceedings for the establishment of the district; and
WHEREAS, the purpose of this Agreement is to provide for the acquisition of certain public facilities serving development of the Project to be financed in whole or in part by the District, including payment of certain fees to fund such public facilities, using proceeds from issuance and sale of bonds for the District to finance the design and acquisition of such public facilities and expenses incidental thereto and to provide the terms of any reimbursement to Developer.
ITEM 12.1.
ATTACHMENT 5
-2-
AGREEMENTS
NOW, THEREFORE, in consideration of the preceding recitals and the mutual covenants hereinafter contained, the parties agree as follows:
Section 1. Establishment of District and Improvement Area No. 1 . The City has initiated and concluded proceedings pursuant to the Act for the establishment of the District, including designation of Improvement Area No. 1 therein, and identification of Future Annexation Area related thereto. Such proceedings included elections pursuant to Sections 53326 and 53327 of the California Government Code on (i) the question of the issuance of bonds for Improvement Area No. 1 of District to finance the design, cons truction or acquisition of the below described authorized facilities, either directly or through the payment of fees charged by the City to fund capital improvements, (ii) the issue of the annual levy of special taxes on all taxable property within the Improvement Area No. 1 of District pursuant to the terms of the Rate and Method of Apportionment of Special Taxes for Improvement Area No. 1 (for Improvement Area No. 1 and each future improvement area, an “RMA”), for the payment of principal and interest on the bonds of the District and the annual administrative expenses of the City and the District in levying and collecting such special taxes, paying the principal and interest on such bonds and providing for the registration, exchange and transfer of such bo nds, including the fees of fiscal agents and paying agents, and any necessary replenishment for the reserve fund for such bonds, accumulation of funds for future bond payments, or the acquisition of authorized facilities and payment of authorized costs from the proceeds of such special taxes, and (iii) the question of the establishment of an appropriations limit for Improvement Area No. 1. This Agreement applies to Improvement Area No. 1 and each future improvement area (each, an “Improvement Area”) designated out of the Future Improvement Area.
Section 2. Sale of Bonds; Authorized Facilities. The City intends to proceed with the sale of bonds in one or more series in each Improvement Area (herein, the “ Bonds”) for the District for the purpose of raising money eligible for use as payment for Authorized Facilities and/or Authorized Fees (described below) in accordance with this Agreement and City policies, in the maximum aggregate principal amount of not to exc eed $__________ (excluding Bonds described in Section 53364.2(e) of the Act) (the “Authorization”), initially allocated as follows: (i) for Improvement Area No. 1, $ __________ and (ii) for land within the Future Annexation Area, $__________. The timing of the issuance and sale of each series of Bonds, the aggregate principal amount thereof, and the terms and conditions upon which they shall be sold shall be determined by the City. If multiple series of Bonds are to be issued, this Agreement is applicable to proceeds from all such series of such Bonds.
The authorized facilities (the “ Authorized Facilities”) eligible for reimbursement from Bond proceeds and City -wide fees eligible for reimbursement and advance funding (the “Authorized Fees”) from Bond proceeds are generally described in Exhibit A attached hereto.
The Authorized Facilities identified in Exhibit A represent all of the facilities that are eligible for acquisition; however Developer may not construct all of the Authorized Faci lities (e.g., some facilities may be constructed by City, other pub lic agencies or utilities, or other developers that require the construction of such facilities, or in concert with other developers). “Available Construction Proceeds” shall be the proceeds of the sale of the Bonds net of costs of issuance, less the Formation Fees and Costs, capitalized interest, and any administration costs to be deducted therefrom, plus any interest earnings on such proceeds (“Net Bond Proceeds”), plus any Special Taxes that are authorized to be used to finance Authorized Facilities and Authorized Fees directly.
ITEM 12.1.
ATTACHMENT 5
-3-
Se
ction 3. Tax R equirements. For any Bonds that are issued as federally tax - exempt, the City shall take all actions which, in the opinion of City’s bond counsel, are necessary in order to avoid classification of the Bonds as “arbitrage bonds” or the loss of tax exemption for the Bonds for any other reason.
Section 4. Amounts to Be Included in Bonds. The principal amount of each series of Bonds shall include an amount needed (i) to fund a reserve fund for the payment of principal and interest of such Bonds as is determined by the City to be necessary and appropriate, capitalized interest on such Bonds for such period as the City and the Developer shall determine is appropriate (if and to the extent not provided by the levy and collection of special taxes in advance of such Bond sale), (ii) the amount of the d iscount of the underwriter who purchases such Bonds, and (iii) other expenses incurred by the City in connection with the issuance and sale of such Bonds, including bond and disclosure counsel fees, legal fees, fees of the bank which will act as transfer agent, registrar and paying or fiscal agent for such Bonds, other fees and costs normally incidental to the sale of Bonds, and such other fees and costs enumerated in Section 53345.3 of the Act as the City determines are necessary and appropriate. The City may also include within the principal amount of a series of Bonds an amount determined by the City to equitably reimburse Developer, or any entities related thereto, for costs and expenses incurred by them which are related to the establishment of the Dis trict; provided that the City shall determine the amount to be so reimbursed on the basis of detailed itemizations of costs provided by Developer. (All of the foregoing fees, costs, and expenses described in this paragraph are hereinafter “Formation Fees and Costs.”) In no event shall Developer be reimbursed from Bond proceeds for (i) in- house administrative overhead (except that Developer shall be entitled to payment equal to four percent (4%) of actual construction costs as and for project and construction manag ement services), (ii) interest expense incurred by Developer on moneys advanced during the proceedings for formation of the District and issuance of Bonds, and during construction of the Authorized Facilities, and (iii) any other costs and expenses incurred by Developer which are not authorized by the Act.
Section 5. Design of Authorized Facilities.
(a
) Conformance with Standards. Authorized Facilities to be acquired by the City shall be designed in conformance with all applicable City standards and requirements. Upon completion of the design of each such Authorized Facility to the satisfaction of the City; and when Developer has paid to the City all applicable plan checking and other fees, Developer shall notify City that the design of the Authorized Facility is completed. (b) Reimbursement for Design . Developer may be reimbursed out of Available Construction Proceeds for such expenses incurred in designing those Authorized Facilities set forth in Exhibit A hereto, including all applicable plan checking and other fees paid, subject to the City’s determination of the amount to be so reimbursed pursuant to the terms hereof, and subject to the limitation that reimbursement in all cases is to be made from Available Construction Proceeds only. Reimbursement for design and for plan check services related to approval of the design for each Authorized Facility shall be made in one or more lump sum payments as and when the design for each Authorized Facility is approved, but only after City has received and approved all invoices for such services associated with the design of such Authorized Facility. (c) Assumption of Design by City . Notwithstanding the preceding provisions of this Section, if the City determines that Developer is not proceeding with the design of an Authorized Facility to be constructed by Developer for acquisition by City on a reasonable schedule which ITEM 12.1.
ATTACHMENT 5
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will enable the City to insure that construction of such Authorized Facility can be completed within the time specified in Section 6 hereof, the City may take over the design of the Authorized Facility by giving Developer written notice thereof. Upon receipt of such a notice, Developer shall surrender to the City all plans and specifications which have then been completed or which are in progress with respect to such Authorized Facility.
If the City takes over the design of an Authorized Facility as provided above, the City shall reimburse Developer from the Available Construction Proceeds for the approved expenses incurred in connection with the design of the Authorized Facility which hav e not previously been reimbursed, provided there are sufficient funds remaining, after payment for the Authorized Facilities, to do so. City shall be reimbursed from Available Construction Proceeds the expenses incurred to complete the design. If the Cit y takes over the design of other Authorized Facilities commenced by Developer, the cost of a portion of the plans for such Authorized Facilities taken over shall be eligible for fee credits to the extent fee credits are applicable hereunder for Authorized Facilities.
Section 6. C onstruction for Acquisition. The City shall only be required to acquire from Developer, and otherwise pay Developer for, the Authorized Facilities set forth in Exhibit A.
For those Authorized Facilities which Developer constructs, Developer shall proceed with the construction thereof in accordance with the approved plans and specifications.
For construction of Authorized Facilities under this Section, Developer shall comply with all of the following requirements to insure that the Authorized Facilities will be constructed as if they had been constructed under the direction and supervision, or under the authority of the City:
(a) Approval by City. The plans and specifications and form of contract documents shall be approved by the City Engineer and City Attorney for conformance with City Codes and policy.
(b) Contract Requirements . Developer shall require, and the specifications and contract documents shall require, all such contractors to pay prevailing wages in accordance with the California Labor Code.
To the extent bidding is required by the City the following shall apply:
(i) The bidding and contract award procedures shall be approved by the City Engineer for conformance with City codes and policy. Based on qualifications submitted by the contractors, the Developer, in consultation with the City Engineer, shall select a list o f
qual
ified bidders for each element of work. If the Developer determines that the nature of a particular element of the construction does not require a pre -qualified bid list, t he De
veloper may allow a particular element of the work to be bid without a pre-qualified bid lis
t.
(ii) The specifications and bid and contract documents shall require all contractors and subcontractors, to pay prevailing wages in accordance with the California Labor Code. (iii) All contractors and subcontractors shall be required to provide proof of insurance coverage throughout the term of the construction of the Authorized Facilities. (iv) No contractor or subcontractor may be listed on a bid proposal for the Authorized Facilities unless registered with the Department of Industrial Relations pursuant to Labor ITEM 12.1.
ATTACHMENT 5
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Code Section 1725.5. No contractor or subcontractor may work on the Authorized Facilities unless registered with the Department of Industrial Relations pursuant to Labor Code Section 1725.5. Developer shall be responsible for ensuring that these contracto r registration requirements are adhered to since construction of the Authorized Facilities is subject to compliance monitoring and enforcement by the Department of Industrial Relations.
(v) Developer shall notify the Department of Industrial Relations within five (5) days of the award of the initial prime contract for the Authorized Facilities .
(v
i) Developer shall comply with all federal, state and local laws, ordinances and regulations applicable to the construction of the Authorized Facilities. (c) Proof of Insurance/Completion of Construction . All such contractors shall be required to provide proof of insurance coverage throughout the term of the construction of the Authorized Facilities which they will construct in conformance with the City’s standard procedures and requirements. Developer shall cause the Authorized Facilities to be constructed in an expeditious manner as determined by the City to be in accordance with project approvals and development progress. If Developer fails to expeditiously prosecute such construction of the Authorized Facilities to be constructed by Developer for acquisition by the City, the City shall have the right and may elect to take over the construction of such Authorized Facilities, or any part thereof, if it determines it is necessary for it to so proceed in order to protect the City’s interests.
If the City elects to so proceed, it shall notify Developer in writing that if Developer does not satisfy the City that construction is proceeding expeditiously on the construction of an Authorized Facility within 30 days after receipt of such notice, the City will take over the construction of such Authorized Facilities. If after receiving such a written notification Developer does not satisfy the City that they are proceeding expeditiously to construct that portion of the Authorized Facilities identified in the written notification to the satisfaction of the City, within 30 days from the date of receipt thereof, Developer shall relinquish to the City all design docum ents, and shall cooperate with the City in every way to ensure that the construction of the Authorized Facilities will be completed expeditiously.
Notwithstanding the provisions of this Section, the sources of funds to be utilized by the City for the construction of any such Authorized Facilities may include (i) the proceeds of the sale of Bonds of the District, (ii) the proceeds of applicable City development fees collected pursuant to the applicable codes, ordinances and policies of the City, (iii) proceeds from the sale of the bonds of another community facilities district or assessment district established over and including, property in the City, (iv) interest earnings on the reserve fund or improvement fund for Bonds of the District, to the extent such earnings are determined by the City to be available for construction of the Authorized Facilities, (v) the Developer’s subdivision bond or bonds to the extent applicable, (vi) any other performance security that may have been provided by Developer, and (vii) the Developer’s and/or contractors’ performance bonds. To the extent that such sources may be insufficient to pay for the construction of an Authorized Facility which will be constructed by the City pursuant to this Section, the City may either construct only those Authorized Facilities which can be constructed with such sources of funds which are available therefor, or the City may proceed to complete the Authorized Facilities and charge the Developer, the Developer’s bond or any contractor’s bond for the costs thereof. Nothing contained herein and no take -over of construction of Authorized Facilities by the City shall relieve a Developer of any of its responsibilities under any development agreement or project approval relating to the Property.
Following completion of the Authorized Facilities taken over by the City, the City shall use the ITEM 12.1.
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above-referenced sources to reimburse the Developer for any costs incurred by the Developer in the construction of the Authorized Facilities that were not previously reimbursed to the Developer.
Section 7. Inspection and Approval of Construction. The City shall provide such level of inspection of the progress of construction of the Authorized Facilities to be constructed by Developer for acquisition or reimbursement therefor by the City as it deems necessary. The City may provide engineering and inspection services using City staff, contracting with the Sacramento County Public Works Agency, or contracting with any other entity for these services (in all cases referred to as the “City Inspectors”). City Inspectors shall have access to the construction sites at all reasonable times for the purpose of conducting their inspections. Developer and its contractors shall reasonably cooperate in every way with the City Inspectors to ensure that they are afforded an adequate opportunity to inspect each and every aspect of the progress of construction of each and every such Authorized Facility.
Section 8. L iens. Upon the expiration of the time for the recording of claims of liens as prescribed by Section 3115 and 3116 of the California Civil Code, Developer shall provide to the City (as set forth in paragraph 9(a) below) such evidence or proof as the City shall reasonably require that all persons, firms and corporations supplying work, labor, materials, supplies and equipment to the construction of the Authorized Facilities, or portion thereof, constructed by Developer for acquisition by the City have been paid, and that no claims of liens have been recorded by or on behalf of any such person, firm or corporation. During construction of the Authorized Facilities, Developer shall provide, or cause its contractors to provide, conditional lien releases with respect to pending Requests for Payment (and unconditional lien releases for previously paid Requests for Payment), in accordance with the statutory requirements and as may be requested by City.
Section 9. Payment of Acquisition Price.
(a) Request for Payment of Acquisition Price. On the 30th day of each month following commencement of construction of any of the Authorized Facilities, or such other dates as are mutually agreeable by City and Developer, Developer will submit to City an invoice, or other form of request, for paymen t (the “Request for Payment”) of the Acquisition Price (as determined below) for the portion of each Authorized Facility constructed during the previous month. The Request for Payment shall be made on the form a ttached hereto as Exhibit B and include such necessary information (including invoices, receipts, worksheets and other evidence) in sufficient detail to allow the City to verify the Acquisition Price of such portions of the Authorized Facilities.
With the Request for Payment, Developer shall also submit copies of verifications of inspections conducted pursuant to Section 7 and lien releases pursuant to Section 8 above for the portions of the Authorized Facilities for which the Request for Payment is submitted.
(b) Determination of Acquisition Price/City Inspection. Upon submittal of a complete (as reasonably determined by City) Request for Payment, the City or the City and Other Public Entity, shall determine the Acquisition Price (or in the case of a reimbursement, the reimbursement amount, which hereinafter is i ncluded in the term “Acquisition Price”) to be paid by the City for the acquisition from Developer of the portions of the Authorized Facilities constructed by Developer during said prior month. City Inspect ors shall verify the type and quantity of work described in the Request for Payment as having been completed and confirms said work is completed in a satisfactory manner. City Inspectors shall transmit to the City’s Finance Department the findings of its review and then consult with the Finance Department as needed to determine the Acquisition Price. The Acquisition Price for the portion of an Authorized Facility shall include the actual cost of construction (or payment) thereof as determined by the ITEM 12.1.
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contract prices as set forth in contracts and purchase orders entered into by Developer with its contractors, and suppliers, in accordance with standards and procedures therefor as prescribed by the City. The City shall use its best efforts to determine the Acquisition Price within twenty (20) business days from receipt of a Request for Payment to determine the Acquisition Price. Upon determining the Acquisition Price, City shall promptly notify Developer in writing of such Acquisition Price.
(c) Payment of Acquisition Price. Within forty-five (45) days after receipt of a complete (as reasonably determined by City) Request for Payment, the City, through its fiscal agent, shall pay from the Available Construction Proceeds the Acquisition Price then due to Developer. If the Payment Request indicates that Developer is withholding from its contractor a retention of a least five percent (5%) of the contract price for the portion of the constructed Authorized Facility, then the full amount of the approved Acquisition Price shall be authorized for payment to Developer; if the Payment Request does not indicate the withholding by Developer of such five percent (5%) retention, then the amount to be paid to Developer shall be equal to the Acquisition Price, less a retention of five percent (5%) of the contract price for the portion of the constructed Authorized Facility. Upon completion of such Authorized Facility in its entirety, including all “Punch List” work, and acceptance of the Authorized Facility by the City, the City, through its fiscal agent, shall pay from the Available Construction Proceeds the balance of the Acquisition Price then due Developer for such Facility, including any 5% progress retention then paid by Developer or any 5% retentions previously retained by City with respect thereto. City may withhold payment from a Developer if the Developer requesting payment owes the City money on outstanding invoices or is delinquent in the payment of any special taxes, until such balance is brought to zero. For the purposes of clarity, acceptance of a completed Authorized Facility is not a condition precedent to the payment of the Acquisition Price of the Authorized Facility in accordance with this subsection. (d) Payment Limited to Available Construction Proceeds . As noted hereunde r,
payments to Developer shall be payable solely from the Available Construction Proceeds. The amount to be paid to Developer shall be a reimbursement for actual costs incurred as determined by the City in accordance with this Agreement and shall not exceed the Developer’s cost thereof as reasonably determined by the City to be eligible under the Act to be part of the Acquisition Price of Authorized Facilities. All portions of the A uthorized Facilities not acquired with the Available Construction Proceeds shall nonetheless be constructed by the Developer, to the extent required by the Project Approvals. In the event Available Construction Proceeds are insufficient to pay the eligible Acquisition Price, any shortfall shall be the responsibility of the Developer, however Developer may request that all or any portion of such shortfall be reimbursed from additional series of Bonds for the District if and when such additional Bonds are is sued, and in such event the deferred amount will be eligible for reimbursement from proceeds of such future Bonds, to the extent funds are available.
Developer shall not be entitled to reimbursement for costs allocable to any Authorized Facility which has previously been acquired by the City and reimbursed from other sources, if, in the opinion of the City, such reimbursement would create a double payme nt to Developer(s) for such Authorized Facility, or component thereof.
(e) Annual Accounting of Available Construction Proceeds . At the request o f
Developer, which shall be not more than once a year during the term of this Agreement, City shall prepare and provide to Developer an accounting (an “Annual Accounting”) of the following: (i) the total amount of Available Construction Proceeds then on deposit in the Improvement Fund hereunder and deposited thereto from the prior fiscal year; (ii) the fiscal year tax roll submitted to the County Auditor-Controller; (iii) the amount of all charges and credits to the Improvement Fund ITEM 12.1.
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during the prior fiscal year, including interest earnings on the funds therein and charges for City administration and any third party consultant or administration fees; (iv) the amount of Authorized Fees then advanced on behalf of Developer pursuant to Section 16 below; and (v) the amount, if any, of outstanding payments then approved for payment to Developer pursuant to approved Requests for Payment.
Section 10. Acquisition/Ownership of Facilities.
(a
) Dedication of Authorized Facilities . Upon determination by Developer that an Authorized Facility is complete and ready for acceptance by the City, Developer shall execute and submit to City or other public agency or utility that will own and operate such Authorized Facility an offer of dedication (or other such instrument acceptable to the City or applicable public entity) irrevocably offering to transfer ownership of the Authorized Facility (the “Offer of Dedication”).
(b) Review of Completed Construction. Upon delivery to City or other public agency or utility of the Offer of Dedication and upon (i) completion of the construction of an Authorized Facility, (ii) receipt of written notification from City’s Inspectors that construction thereof has been completed in accordance with the plans and specifications thereof and the City’s or other entity’s standard requirements, and (iii) receipt of satisfactory proof, based on the records of Developer and the City and such certif ications as the City may require, that the requirements of Section 6 hereof have been satisfied, the City shall notify Developer in writing that the construction of the Authorized Facility has been satisfactorily completed. Upon receiving such notificatio n of a completed Authorized Facility, Developer shall forthwith file with the County Recorder of the County of Sacramento a Notice of Completion pursuant to the provision of Section 3093 of the California Civil Code. Developer shall furnish to the City a duplicate copy of each such Notice of Completion showing thereon the date of filing with the County Recorder. The costs incurred by the City in inspecting and approving the construction of the Authorized Facilities shall be paid by Developer, subject to r eimbursement from Available Construction Proceeds. Upon recordation of a Notice of Completion, the City or other entity shall accept the Authorized Facility offered and the one-year warranty period provided in paragraph 11(c) shall commence. (c) Ownership of Facilities . Notwithstanding the fact that some of the Authorized Facilities, or components or segments thereof, to be constructed by Developer for acquisition by the City or other public agency or utility may be constructed in dedicated street rights -of-way or on property which has been or will be dedicated or offered for dedication to the City, District or other entity, such Authorized Facilities, or components or segments, shall be and remain the property of Developer, and Developer shal l be responsible for any loss or damage thereto or liability arising therefrom, until they are acquired by the City or other entity as provided in this Agreement. Such ownership by Developer shall likewise not be affected by any agreement which Developer may enter into with the City pursuant to the provisions of the Subdivision Map Act (Section 66410 et seq. of the California Government Code) which agreement may contain or include provisions with respect to the construction and ownership of Authorized Facilities which provisions may seem to be contradictory to the provision of this Agreement. The provisions of this Section shall control.
(d) Maintenance of Authorized Facilities . Until an Authorized Facility is acquired by the City or other public agency or utility, Developer shall maintain it, and shall keep the same free of any liens and in good operating condition. Upon the acceptance of an Offer of Dedication of an Authorized Facility by the City or other entity, the City or other entity shall, except as otherwise ITEM 12.1.
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provided in the Project Approvals, become responsible for its maintenance, subject to the warranty period in section 11(c).
(e) Dedication of Rights -of-Way. Notwithstanding the preceding provisions of this Section, the City will not acquire any Authorized Facilities, unless and until the street, drainage or other utility rights of way where they are located have been irrevocably offered to the City for dedication.
(f) Expectations of the Parties. The City understands and agrees that (i) Develope r
may be constructing Authorized Facilities prior to the availability of Available Construction Proceeds that will be used to pay for such Authorized Facilities, (ii) the City or the other public agencies that will own and operate such Authorized Facilities may be inspecting such Authorized Facilities and processing and completing payment requests for the payment on such Authorized Facilities with knowledge that there may be insufficient Available Construction Proceeds available at such time, (iii) the Authorized Facilities may be conveyed to and accepted by the City or other local agency that will own and operate such Authorized Facilities when there are insufficient Available Construction Proceeds to pay the Acquisition Prices of such Authorized Facilities, and (iv
)
in any such case, the payment of any approved payment requests for the Acquisition Prices of such Authorized Facilities will be deferred until there are sufficient Available Construction Proceeds available to pay the Acquisition Prices of such Authorized Facilities, at which time the City will, from time to time and in as many installments as necessary, promptly make such payments in accordance with this Agreement. At all times, Developer will be constructing such Authorized Facilities with the expectation that the Acquisition Prices for such Authorized Facilities will be paid solely from the Available Construction Proceeds. The conveyance of Authorized Facilities to the City or a local agency that will own and operate such Authorized Facilities prior t o
re
ceipt of the Acquisition Prices for such Authorized Facilities shall not be construed as a dedication or gift, or a waiver of the payment of the Acquisition Prices , or any part thereof, fo r such
Authorized Facilities.
Section 11. Improvement Security.
(a
) Security Prior to Final Maps . Notwithstanding the provisions of this Agreemen t, Developer shall be required to agree to construct and to secure the construction and completion of construction of the Authorized Facilities, or portions thereof, as a condition precedent to the approval of final subdivision or parcel maps for portions of Developer’s Property as required by the City pursuant to Section 66462 and Sections 66499 through 66499.10 of the Government Code.
(b) Reduction in Amount of Improvement Bonds. The aggregate principal amount o f
the improvement bonds or other security provided by Developer pursuant to this Section shall be reduced by such amount as the City shall reasonably determine is appropriate upon receipt of the proceeds from the sale of the Bonds. The amount of the reduction of such aggregate principal amount shall be determined by the City based on the amount of each such improvement bond or other security which relates to the Authorized Facil ities to be constructed or acquired with the Available Construction Proceeds provided by the sale of the Bonds and Special Tax Revenues. (c) Performance Bonds-One Year Warranty. Developer warrants to the City or othe r
public agency or utility having jurisdiction that the Authorized Facilities constructed by Developer and acquired by the City shall be free from defects in workmanship or materials for a period of one year from the date of acceptance by the City. All subdivision and performance bonds shall provide, among other things, that the principal thereof, whether that be Developer or its ITEM 12.1.
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contractor(s), guarantees that the completed Authorized Facilities shall be free from defects resulting from faulty workmanship and materials for a period of one (1) year from the date of acceptance by the City or other public entity, and the obligation of the surety shall extend to the fulfilling of that guarantee. At the end of said one -year period, and subject to certification from the City Engineer that any defects have been corrected, the obligation of the principal and surety named therein shall cease. For purposes of this Section 11, the correction of any defects in the Authorized Facility shall not mean the day -to-day upkeep or correction of normal wear and tear of the Authorized Facility (such as watering or weeding for landscape improvements, pain ting, graffiti removal, etc.).
Section 12. Gap Shortfall.
(a
) “Gap Shortfall” Defined. The parties anticipate that a shortfall will occur between :
(i) the anticipated cost of the Authorized Facilities as determined from the actual construction and desi
gn contracts and related invoices therefor and the actual costs of all other Authori zed Fa
cilities, and (ii) the Net Bond Proceeds (hereafter referred to as the “Gap Shortfall.”) (b
) Reimbursement of Gap Shortfall to Developer . To cov er the Gap Shortfall, Developer agrees with the City to defer payment of the Gap Shortfall until and to the extent the District can impose and collect annual special taxes in excess of the amounts required annually to pay required debt service, replenish the debt service reserve fund, cure bond delinquencies and pay City administration costs associated therewith (“Available Special Tax Revenues”). In consideration of such deferral of payment of the Gap Shortfall, City covenants and agrees that the City shall levy and collect the special taxes against all properties within the District at the maximum rate permitted under the District and annually pay, after September 1st of each year, to Developer from Available Special Tax Revenues payments towards such deferred Gap Shortfall, for a period of ten (10) years (unless the Gap Shortfall is sooner paid in full) beginning with Available Special Tax Revenues in the first year the special tax is levied in the District (the “Gap Shortfall Period”); provided however, the Developer may elect to begin the 10 year period prior to the issuance of Bonds by giving a written request to the City; the levy shall thereafter be as defined in, permitted by and in accordance with Section E(1) of the R MA. After the expiration of the Gap Shortfall Period, City may use Available Special Tax Revenues for any other purpose authorized for the District, as determined by the City in its sole discretion. The method described herein of funding Authorized Facilit ies from accumulated Available Special Tax Revenues is known as the “Pay-As-You-Go” method of funding. (c) Personal to Developer . Regardless of who pays the cost for any Authorized Facilities, the reimbursement of the Gap Shortfall hereunder shall be personal to Developer, shall not run with the land, and shall not be assigned by Developer without the written consent of the City, which shall not be unreasonably withheld.
(d) Payment of Authorized Fees in Advance of Available Construction Proceeds. The Developer may be required pursuant to the conditions of approval or the fee ordinance to pay the Authorized Fees for an Improvement Area prior to the availability of the Available Construction Proceeds to pay such Authorized Fees. In the event such Authorized Fees are paid prior to the availability of such Available Construction Proceeds, the amounts paid to the City shall be deemed to be deposits (each a “Deposit”) that are subject to refund by the City to Developer in the manner set forth in this Section 12. Any Deposits made to the City shall be deposited in a separate capital facilities account(s) and may be expended by the City in the ordinary course of business. The Developer acknowledges that the City may finance Authorized Fees with proceeds of tax-exempt bonds only if the City can meet certain requirements of federal tax law.
ITEM 12.1.
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(e) Return of Deposits . If the Developer has made any Deposits, then following deposit of Available Construction Proceeds with the City for the corresponding Authorized Fees, the City shall return to the Developer from the capital account in which the Deposits were deposited an amount equal to the Deposits paid by the Developer, without interest or other earnings thereon. The City shall be so obligated to return an amount equal to such Deposits to the Developer only to the extent that an amount equivalent to the amount of the Deposits made by the Developer or merchant builder is deposited with the City from the Available Construction Proceeds. An amount equal to such Deposits may be returned to the Developer from time to time as additional Available Construction Proceeds become available.
(f) Deposits Allocated First. Available Construction Proceeds used to pay Authorized Fees shall be allocated first for return of all Deposits prior to being allocated to the payment of Authorized Fees not previously deposited by the Developer. For example, if the Developer has paid $10,000 in Deposits, and Available Construction Proceeds become available in the amount of $15,000, the City shall apply the first $10,000 of the Available Construction Proceeds to the payment of the Authorized Fees that were paid by the Deposits (and, thereafter, return the Deposits to the Developer) and use the remaining $5,000 of the Available Construction Proceeds to the payment of Authorized Fees not previously paid by the Deposits and identified in the payment request.
(g) Application of Deposits . Any Deposits that have not been returned to the Developer at the time it is determined that there will be no further Available Construction Proceeds available (now or in the future) shall be retained by the City and may be used (to the extent it has not already been so used) for the purposes for which the Authorized Fee was required, and the unrefunded Deposits shall constitute full and final payment for such Authorized Fees, without any increase of any kind.
(h) Expectations. The Developer may pay Authorized Fees (as Deposits) prior to the availability of Available Construction Proceeds to pay such Authorized Fees. Any Authorized Fees paid (as Deposits) by the Developer for an Improvement Area shall be made with the understanding that such Deposits will be returned from the Available Construction Proceeds if, and when, such Available Construction Proceeds become available. The payment of Deposits prior to the availability of the Available Construction Proceeds shall not be construed as a dedication or gift of the Authorized Fees, or a waiver of the return of the Deposits, it being the intention that the Authorized Fees be paid by the Available Construction Proceeds to the extent of the Available Construction Proceeds.
Section 13. Construction of Joint Community Facilities. The parties acknowledge that the Developer requested the City enter into a “JCFA” with the Cordova Recreation and Park District (“CRPD”) and Sacramento County Water Agency (“SCWA”) pursuant to Section 53316.2 of the Act, with respect to the payment of impact fees or improvements benefitting CRPD and SCWA respectively, authorized to be paid in whole or in part from the Special Taxes or proceeds of Bonds of the District. The City and Developer agree to comply with the JCFA requirements and to perform any and all covenants and agreements applicable to them under the JCFA.
Section 14. Construction of Other Facilities. Developer shall also proceed expeditiously with the design and construction of the other improvements and facilities, other than the Authorized Facilities, which are necessary to the development of the Specific Plan and the provision of municipal services within the District and to the residents therein. Such other public improvements and facilities shall be designed and constructed on a schedule which will not delay ITEM 12.1.
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or interfere in any way with the design and construction of the Authorized Facilities. The provisions of this Section shall not supersede those of any other agreement between Developer and the City.
Section 15. Indemnification; Insurance.
(a) Indemnity. Developer shall defend, indemnify and hold harmless the City, the District, and their officers, agents and employees from any and all liability, cost and expense in connection with the construction of the Authorized Facilities to be constructed by Devel oper for acquisition by the City, including, but not limited to, liability, costs, expense and claims arising under the procedures set forth in Section 6 of this Agreement. Developer shall also defend, indemnify and hold harmless the City, the District, and their officers, agents and employees from any and all liability, cost and expense in connection with the ownership of the Authorized Facilities to be constructed by Developer for acquisition by the City prior to the time the City accepts th e Authorized Facilities, whether or not such Authorized Facilities are to be acquired with Bond proceeds. The indemnity obligations of Developer as set forth herein shall terminate upon the end of the warranty period provided for in section 11(c).
(b) General Liability Insurance . Developer shall procure and provide, until construction of all of the Authorized Facilities to be constructed by Developer is completed and acceptance thereof by the City has occurred, a broad form comprehensive general liability policy of insurance, in a form acceptable to the City, naming the City, the District and their officers, agents and employees as additional insureds, having a single aggregate liability limit as to all coverages provided thereby in the amount of $2 ,000,000. Before commencing the construction of any Authorized Facility, Developer shall provide the City with a certification of insurance and endorsement as to such insurance, in a form acceptable to the City, and Developer shall upon each renewal of su ch insurance policy provide the City with a new certificate of insurance with respect thereto.
(c) Workers’ Compensation Insurance. Developer shall also furnish to the City, prior to commencing the construction of any Authorized Facility to be constructed by Developer for acquisition by the City, a certificate of insurance evidencing that Developer has procured and have in force a current policy of workers’ compensation insurance in compliance with California law as to all workers to be employed by Developer in connection with the design and construction of the Authorized Facilities. Developer shall require each person, firm or corporation with whom it contracts in connection with the design and construction of the Authorized Facilities to provide and maintain such workers’ compensation insurance and a broad form comprehensive general liability insurance policy in the amount hereinabove specified and in a form acceptable to the City.
Developer shall provide to the City proof, in such form and at such intervals as set forth below, that each contractor with whom it contracts has procured and is maintaining such insurance.
(d) Reimbursement for Insurance Premiums . The premiums paid by Developer for the insurance required by this Section may be included in the Acquisition Price to be paid by the City for the Authorized Facilities to be constructed by Developer as an incidental cost.
Section 16. Advances of Authorized Fees. At any time Developer may request that City pay or prepay any Authorized Fees from Available Construction Proceeds, however acceptance of any Developer request to pay or prepay Authorized Fees shall be subject to the sole discretion of the City. To facilitate the tracking and administration of such fee advances, the City may require that such request be submitted in a specific format. The City does not expect to allow the use of Bond proceeds to prepay any other fees (other than Authorized Fees) unless ITEM 12.1.
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such advance payment of fees serves a need of the City, as determined at the City’s sole discretion.
In the event Authorized Fees are paid or Authorized Facilities are funded from Available Construction Proceeds, Developer shall be entitled to fee credits, pursuant to City policies on fee credits, for Authorized Facilities that are acquired or constructed by the City and that are also included in the City’s fee programs.
If an Authorized Facility or component thereof has been acquired from the Developer using Available Construction Proceeds, any reimbursement to the City for such item which comes from other revenue sources and which is otherwise payable to the Developer will be paid to the District and will be used first to pay for other Authorized Facilities and, thereafter, to reduce outstanding Bonds. Other revenue sources include fee revenues paid by other development projects not owned by the Developer or direct reimbursements from other development projects. If only a portion of the Acquisition Price for an Authorized Facility is paid to Developer using Available Construction Proceeds, then any reimbursement for such Authorized Facility which comes from other revenue sources shall be paid first to Developer until the balance of the Acquisition Price is paid to Developer, and thereafter any additional reimbursement from other revenue sources shall be paid to the City as provided above.
City acquisition or construction of an Authorized Facility shall not prevent Developer from receiving refunds of fees paid by development within the District that would have been off-set by fee credits, but for the timing of completion of the Authorized Facility. In particular, the City’s fee credits policy requires 20% of the anticipated fee credits to be reserved until the improvement generating such fee credits is accepted and a final accounting is completed. If the 80% amount allowed to be taken as fee credits is exhausted prior to completion of an Authorized Facility, City policy provides that some or all of the 20% amount reserved for fee credits will be paid by the City as a fee reimbursement, instead of being taken as fee credits, to the extent development within the District continues and fees for such improvement are paid prior to such completion. Payment of the Acquisition Price for such Authorized Facility shall not prevent City from providing any such fee refunds pursuant to City policy.
Section 17. Binding on Community Facilities District. The District is deemed to be a party to this Agreement to the extent permitted by California law, and all provisions hereof which apply to the City shall so apply to the District. The City Council of the City, acting for the District, shall perform all parts of this Agreement which require performance on the part of the District.
Section 18. Assignment. Developer may not assign this Agreement or any right or duty hereunder without the express written approval of the City. The City may condition any such approval on proof of the financial responsibility and experience of a proposed assignee to undertake and perform the duties and responsibilities of Developer under this Agreement. The City’s approval of an assignment of this Agreement and the rights and duties of Developer hereunder shall not be unreasonably withheld or delayed.
Section 19. Prompt Action. All consents, approvals and determinations required of either the City or Developer pursuant to this Agreement shall be promptly given or made, and shall not be unreasonably withheld.
Section 20. General. This Agreement contains the entire agreement between the parties with respect to the matters herein provided for, and may be amended by a subsequent written agreement signed on behalf of both parties. This Agreement is for the exclusive benefit ITEM 12.1.
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of the parties and shall not be construed to confer any rights or benefits upon any persons other than the City and Developer. This Agreement shall, however, inure to the benefit of and be binding upon the successors and assigns of the parties. This Agreement shall be construed and governed by the Constitution and laws of the State of California. Should either party to this Agreement commence a court action or proceeding against the other party with respect to this Agreement or the design and acquisition or construction of the Authorized Facilities, the party prevailing in such action or proceeding shall be entitled to receive from the losing party its attorney’s fees, expert witness’ fees, court costs, and other costs incurred by it in prosecuting or defending such action or proceeding. The captions of the sections of this Agreement are provided for convenience only, and shall not have any bearing on the interpretation of any section hereof.
This Agreement may be executed in several counterparts, each of which shall be an original of the same Agreement.
[Signatures on following page.]
ITEM 12.1.
ATTACHMENT 5
[Signature page to Funding, Construction and Acquisition Agreement dated as of ___________ 1, 2026]
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the date first above written.
CITY OF RANCHO CORDOVA,
a municipal corporation
By: _______________________________
Kim Juran-Karageorgiou
Administrative Services Director
LENNAR HOMES OF CALIFORNIA, LLC
a California limited liability company
By: _______________________________
Name: ____________________________
Title: _____________________________
ITEM 12.1.
ATTACHMENT 5
A-1
EXHIBIT A
LIST OF AUTHORIZED FACILITIES
FOR THE COMMUNITY FACILITIES DISTRICT
The Facilities and Services shown below are to be finance by the City of Rancho Cordova The Preserve Community Facilities District No. 2025-1 (the “CFD”).
Facilities
Th
e Facilities which are proposed to be financed with the proceeds of the sales of bonds of the proposed CFD, or the payment of the fees to the appropriate jurisdiction with respect to such facilities proposed to be financed with the proceeds of the sale of bonds of the proposed CFD, are generally described as follows:
- Grantline Road & Raymer Way Traffic Signal
Impact, Development Agreement and Specific Plan Fees for Facilities - Ci
ty Transportation Impact Fee
- City Community Facilities Fee
- S acramento County Regional Sanitation (Expansion) Fee - Sacramento County Water Agency Zone 40 Fee
Other
- Any other facilities serving substantially the same purpose as the above described facilities.
- Any other facilities permitted under the Mello-Roos Community Facilities Act of 1982, including the facilities described in Section 53313.5 of the California Government Code, as amended from time to time, provided that such facilities satisfy at least one of the fo
llowing criteria: 1) augment, improve or expand existing District facilities that are primarily for the benefit of the District, or 2) repair or rehabilitate existing District facilities.
The foregoing description of the type of Facilities eligible to be financed is general in nature and includes any appurtenant work and incidental expenses related to the Facilities. The final nature and location of the facilities will be determined upon the preparation of final plans and specifications for such facilities.
I
ITEM 12.1.
ATTACHMENT 5
B-1
EXHIBIT B
Payment Request Form
City of Rancho Cordova
The Preserve Community Facilities District No. 2025-1
Request for Payment
The undersigned (the “ Developer”) hereby requests payment pursuant to the Funding, Construction and Acquisition Agreement dated ___________ 1, 2026 (the “Agreement”), between the City of Rancho Cordova and LENNAR HOMES OF CALIFORNIA , LLC (“Developer”), in the total amount of $____________. (Capitalized terms used herein unless otherwise defined herein shall have the meanings ascribed thereto in the Agreement.) The payment requested is for the portion of the Authorized Facility that has been completed by Developer (the “Completed Work”) and is the subject of this request for payment, as more fully described in Schedule 1 attached hereto.
In connection with this request for payment, the undersigned hereby represents and warrants to City as follows:
1. The person executing this request on behalf of the Developer is duly authorized to do so and is knowledgeable as to the matters set forth herein.
2. The Completed Work described in Schedule 1 hereto has been constructed in accordance with the approved plans therefor.
3. The true and correct actual cost of the Completed Work for which payment is requested is set forth in Schedule 1.
4. Attached hereto are invoices, receipts, worksheets and other evidence of actual cost that are in sufficient detail to allow City Inspectors and City consultants to verify the actual cost of the Completed Work for which payment is requested. The amount requested hereby [excludes a retention of 5% of the amounts invoiced] [includes an amount previously retained from payment] pursuant to the terms of a construction contract.
5. There has not been filed with or served upon the Developer notice of any lien, right to lien or attachment upon, or claim affecting the right to receive the payment requested herein that has not been released or will not be released simultaneously with the payment of such obligation, other than materialman’s or mechanics’ liens accruing by operation of law. Copies of lien releases for all Completed Work for which payment is requested hereunder are attached hereto.
6. The Developer is in compliance with the terms and provisions of the Agreement.
Payment of the amount requested hereby should be made payable to:
and sent to:
at the following address:
ITEM 12.1.
ATTACHMENT 5
B-2
I(we) hereby declare under penalty of perjury that the above representations and warranties are true and correct.
Developer:
LENNAR
HOMES OF CALIFORNIA LLC,
a California limited liability company
By: _______________________________
Name: ____________________________
Title: ______________________________
_________________________________________________________________________ (ATTACHM
ENT)
SCHEDULE 1
Description of Completed Work and Cost
ITEM 12.1.
ATTACHMENT 5