Rocklin City Council
September 23, 2025

Exhibit B to Reso. No. 2025-
is completed, and authorize a release pro tanto of the security provided pursuant to Paragraph 13(a); provided, however, that in no event shall the release of more than eighty (80%) of the improvement security be authorized until all the work has bee n completed and accepted.

17. Release of Remaining Security For Faithful Performance: Warranty .

At the conclusion of the construction of the Improvements, and upon written acceptance of them by the City Council and approval of a Notice of Completion, th e City Engineer shall authorize the release of the security provided pursuant to Paragraph 13(a) upon the furnishing of the warranty security as required by Paragraph 13(c).

18. Release of Security Where Other Agency Approval Required .

Notwithstanding p aragraphs 16 and 17, where any portion of the Improvements is subject to approval by another agency, no release of security equal to the value of those Improvements shall be made until the work is completed to the satisfaction of such other agency. Such o ther agency shall have two (2) months after completion of the performance of the obligation in which to register satisfaction or dissatisfaction. If at the end of that period it has not registered satisfaction or dissatisfaction, it shall be conclusively deemed that the performance of the obligation was done to its satisfaction.

19. Release of Labor and Materials Security . Ninety (90) days after a notice of completion is filed with respect to the Improvements, the City Engineer may authorize the release of the security given to secure payment for labor and materials as provided in Paragraph 13(b) of this agreement, in the event that no claims have been filed against said security. In the event that claims or actions are filed against the security, the City Engineer may release so much of such security as is in excess of the total of the claims made against it.

20. Insurance. Principal shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages t o property which may arise from or in connection with the performance of the work hereunder by the Principal, its agents, representatives, or employees.

A. Minimum Scope and limit of Insurance

1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project /location (ISO CG 25 03 or 2 5 04) or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Pri ncipal has no owned autos, Code 8 (hired) and 9 (non-owned), with limit no less than $1,000,000 per accident for bodily injury and property damage.
206

Exhibit B to Reso. No. 2025-

3. Workers’ Compens ation insurance as required by the Stat e of California, with S tatutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.

B. Other Insurance Provisions
The insurance policies are to cont ain, or be endorsed to contain, the following provisions:

1. Additional Insured Status. The City, its officers, officials, employees, and volunteers are to be co vered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Principal includin g materials, parts, o r equipment furnished in connection with such work or operations. General li ability coverage can be provided in the form of an endorsement to the Principal’s insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38 ; and CG 20 37 forms if later revisions used).

2. Primary Coverage . For any claims related to this contract, the Principal’s insurance coverage shall be primary with coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, or volunteers, and shall be excess of the Principal’s insurance and shall not contribute to it.

3. Notice of Cancellation. Each insurance policy required above shall not be canceled, except with notice to the City.

4. Waiver of Subrogation. Principal hereby grants to City a waiver of any right to subrogation which any insurer of said Principal may acquire against the City by virtue of the payment of any loss under such insurance. Principal agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.

5. Self-Insured Retentions . Self-insured retentions must be declared to and approved by the City. The City may require the Principal to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or City.

6. Acceptability of Insurers. Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best’s rating o f no less than A:VII, unless otherwise acceptable to the City.

7. Claims Made Policies. If any of the required policies provide coverage on a claims made basis:

207

Exhibit B to Reso. No. 2025-
i. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.

ii. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.

iii. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the contract effective date, the Principal must purchase “extended reporting” coverage for a minimum of five (5) years after completion of contract work.

8. Verification of Coverage. Principal shall furnish the City with original Certificate of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to the City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Principal’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

9. Subcontractors. Principal shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Principal sh all ensure that City is an additional insured on insurance required from subcontractors.

10. Special Risks or Circumstances. City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

21. Monuments. Principal agrees to install, on or before December 31, 2026, such survey monuments as may be required by the City Engineer. Upon the installation of such monuments, and their acceptance by the City Engineer, the security provided therefor shall be released.

22. Failure of Performance . In the event Principal fails to perform one or more of the conditions herein, City shall have recourse to the security given to guarantee the performance of such act s. City shall have recourse against so much of the security as is necessary to discharge the responsibility of Principal hereunder. City shall have recourse against Principal for any and all amounts necessary to complete the obligations of Principal in the event the security therefore is insufficient to pay such amounts. All administrative costs incurred by the City, in addition to the costs of the Improvements, shall be a proper charge against the security and/or Principal.

208

Exhibit B to Reso. No. 2025-

23. Attorney's Fees. If the services of any attorney are required by any party to secure the performance of this Agreement or otherwise upon the breach or default of another party, or if any judicial remedy or arbitration is necessary to enforce or interpret any provisions of this Agreement or the rights and duties of any person in relation to this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and other expenses, in addition to any other relief to which such party may be entitled.

Prevailing party includes (a) a party who dismisses an action in exchange for sums allegedly due; (b) the party that receives performance from the other party of an alleged breach of covenant or a desired remedy, if it is substantially equal to the relief sought in an action; or (c) the party determined to be prevailing by a court of law.

Whenever provision is made in this Agreement for the payment of attorney's fees, such fees shall be payable whether the legal services are rendered by a salaried employee for the part y or by independent counsel and shall include such fees as are incurred in connection with any pretrial proceeding, trial or appeal of the action.

Any award of damages following judicial remedy or arbitration as a result of the breach of this Agreement o r any of its provisions shall include an award of prejudgment interest from the date of the breach at the maximum amount of interest allowed by law.

24. Agreement Binding on Successors, Etc. This Agreement shall be binding upon all the heirs, successors , and assigns of either party, and the same shall be recorded in the office of the Recorder of Placer County upon its execution, and shall be a covenant running with the land and equitable servitude upon the parcel or parcels of real property subdivided by the Map.

25. Subdivision Map Act Controlling. To the extent any provision of this Agreement conflicts with any provision of the Map Act, the applicable provision of such Act shall control, and no action taken pursuant to this Agreement which conflicts w ith any provision of the Map Act shall relieve the person taking such action from compliance with the provisions of the Map Act.

26. Waiver. Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by the other party, or the failure by a party to exercise its rights upon the default of the other party shall not constitute a waiver of such party's right to insist and demand strict compliance by the other party with the terms of this Agreement thereafter.

WHEREFORE, the parties hereto have executed this Agreement on the day and in the year first above written.

CITY OF ROCKLIN

209

Exhibit B to Reso. No. 2025-
By:_____________________________________________
Aly Zimmermann, City Manager

PRINCIPAL

TL SKY VIEW, L.P., a California Limited Partnership

By: TL MANAGEMENT, INC., a California Corporation
Its: General Partner

By: _____________________________________________
Jay Timothy Lewis
Its: President

APPROVED AS TO FORM:

Crystal Hodgson, Assistant City Attorney

ATTEST:

_____________________________
Avinta Singh, City Clerk

210

ATTACH CURRENT NOTARY

ACKNOWLEDGEMENT FORM

FOR CITY OF ROCKLIN
211

ATTACH CURRENT NOTARY

ACKNOWLEDGEMENT FORM

FOR PRINCIPAL

212

EXHIBIT 1

TO SUBDIVISION IMPROVEMENT AGREEMENT

PLAT OF FINAL MAP

213
18192021222324252627282930313233343536373839404142434445464748495051525354555657585960616263646566676869707172737475 LOT E
LOT C

S U N S E T R I D G E P A R K W A YLOT C
LOTA
LOTB
LOTD
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SUNSET RIDGE PARKWAY
PAGE 1 OF EXHIBIT 1 OFSUBDIVISION IMPROVEMENT AGREEMENTRESOLUTION NO. 2025- EXHIBIT "1"FINAL MAPCLOVER VALLEY WESTRIDGE(SKY VIEW)MATCH LINE

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Resolution No. 2025- September 23, 2025 Page 1 of 2
1 RESOLUTION NO. 2025-

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROCKLIN

APPROVING AND AUTHORIZING EXECUTION OF A SUBDIVISION

LANDSCAPING AGREEMENT OF CLOVER VALLEY WESTRIDGE
(SKY VIEW) SUBDIVISION/(SD-2004-03)

The City Council of the City of Rocklin does resolve as follows:

Section 1. The City Council of the City of Rocklin hereby finds as follows:

A. That a final subdivision map for a subdivision known as Clover Valley Westridge (Sky View) Subdivision/SD -2004-03) (the “Subdivision”) and as submitted by TL SKY VIEW, L.P. , a California Limited Partnership ( the “Subdivider”).

B. That certain subdivision landscaping improvements which were made conditions of the tentative subdivision map have not been completed and accepted, and Subdivider has exec uted and provided security for a subdivision landscaping agreement obligating Subdivider to complete the landscaping improvements within a specified period of time. Subdivider requests the City Council to accept the subdivision landscaping agreement in sat isfaction of the tentative map condition.

Section 2. The subdivision landscaping agreement attached hereto as Exhibit A and by this reference incorporated herein is hereby approved and accepted as satisfaction of the tentative map subdivision landscaping improvement conditions, and the City Manager is authorized and directed to execute the agreement on behalf of the City.

Section 3. The City Clerk is directed to record the subdivision landscaping agreement when fully executed and notarized in the office of the Placer County Recorder.

215
Resolution No. 2025- September 23, 2025 Page 2 of 2
1 PASSED AND ADOPTED this 23rd day of September, 2025, by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:

____________________________________
Jill Gayaldo, Mayor
ATTEST:

_______________________________
Avinta Singh, City Clerk
216

To Reso. No. 2025-

EXHIBIT A

SUBDIVISION LANDSCAPING AGREEMENT
217

Reso. No. 2025-
Recording Requested by
and Return to:

City Clerk
City of Rocklin
3970 Rocklin Road
Rocklin, CA 95677

No Fee Per Gov’t Code §27383

Subdivision Name: Clover Valley Westridge (Sky View -
Clover Valley Units 1, 2 & 15)

Subdivision No.: SD-2004-03
Recorded at: Book _______ of Maps, at Page________,
Placer County Recorder
Principal: TL SKY VIEW, L.P., a California Limited
Partnership
Effective Date: September 23, 2025

SUBDIVISION LANDSCAPING AGREEMENT

This Subdivision Landscaping Agreement is entered into by and between the City of Rocklin, hereinafter called "City," and TL SKY VIEW , L.P., a California Limited Partnership, hereinafter called "Principal," on the 23rd day of September, 2025.

RECITALS

1. Principal has received approval from City of a tentative subdivision map commonly known as Clover Valley, of which this agreement addresses Units 1, 2 & 15 ("the subdivision").

2. Principal wishes to have filed for record a final subdivision ma p, ("the map"), in substantial conformity with the approved tentative map. A copy of th e plat of the map is attached hereto as Exhibit 1 and by this reference incorporated herein.

3. City has approved the map, subject to the execution of this Agreement.

4. Principal is willing to execute this Agreement as a condition precedent to the recording of the map.

5. The authority for this Agreement is set forth in the Subdivision Map Act ("the Map Act") (Government Code section 66410 et seq.) and Title 16 of the Rocklin Municipal Code ("Title 16").
218

Reso. No. 2025-

AGREEMENT

6. Improvements. Principal agrees to complete all the works of landscaping improvement ("the Improvements") required for the subdivision as shown on the final landscaping plans for the subdivision submitted to and app roved by the City Engineer and on file in the office of the City Engineer, in accordance with the requirements of the Map Act, Title 16, and the Standard Specifications of City in effect at the time of the installation of the Improvements. Such work will b e completed within twelve (12) months of the date of this Agreement.

7. Acceptance of Improvements upon Completion . Upon satisfactory completion of the Improvements in accordance with the approved landscaping plans, the Standard Specifications and the condi tions of approval of the tentative subdivision map, City agrees to accept the Improvements and any off -site easements accepted by City, subject to the provisions of Paragraph 9 hereof.

8. Notice Regarding Construction. Principal shall notify the City Engine er 48 hours prior to commencement of construction of the Improvements.

9. Warranty. Principal agrees to remedy any defects in the Improvements arising from faulty or defective design or construction of said Improvements occurring within twelve (12) months after acceptance thereof has been given in writing by the City Council.

10. Indemnity and Hold Harmless . Principal agrees to and shall defend, indemnify and hold harmless City, its officers, employees, agents and volunteers from and against all claims, damage s, losses and expenses, including attorneys fees and litigation costs and expenses, arising out of the performance of the work described herein, caused in whole or in part by any negligent act or omission of Principal, any subcontractor of Principal, anyon e directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, except where caused by the active negligence, sole negligence or willful misconduct of City. Lack of insurance coverage does not negate Principal’s obligation under this paragraph or this Agreement.

11. Delay. If the construction of the Improvements shall be delayed without fault of Principal, the time for completion thereof may be extended by City for such period of time as City may deem reasonable.

12. Security. Principal shall furnish to City security to ensure the faithful performance of all duties and obligations of Principal herein contained. Such Improvement security shall be in a form acceptable to the City Attorney. Such security shall be either a corpor ate surety bond, a letter of credit or other instrument of credit issued by a banking institution subject to regulation by the State or Federal government and pledging that the funds necessary to carry out this Agreement are on deposit and guaranteed for p ayment, or a cash deposit made either directly with the City or 219

Reso. No. 2025-
deposited with a recognized escrow agent for the benefit of the City. Such security shall be in the following amounts for the following purposes:

a. Performance: One hundred percent (100%) of t he estimated cost of the Improvements securing performance of this Agreement, which estimated cost is in the amount of: Four Hundred Sixty-one Thousand dollars ($461,000.00).

b. Payment of Labor and Materials: One hundred percent (100%) of the estimated co st of the Improvements, as set forth in Paragraph (a) immediately preceding, securing payment to the contractor of Improvements, to his subcontractors, and to persons furnishing labor, materials, or equipment to them.

c. Warranty: The amount of Ninety-two Thousand Two Hundred dollars ($92,200.00) to guarantee and warrant the Improvements for a period of one (1) year following the completion and acceptance of the Improvements against any defects in the Improvement design, the work, or the labor done, or defects in materials furnished. This security need not be furnished prior to completion of the Improvements, but must be provided prior to their acceptance.

13. Irrevocability of Security. The Improvement security furnished pursuant to Paragraph 12 shall be ir revocable, shall not be limited as to time (except as to the twelve (12) month period specified in Paragraph 9), and shall provide that it shall be released, in whole or in part, only upon the written approval of the City Engineer or delegate.

14. Actions. At City's option, any action by any party to this Agreement, or any action concerning the security furnished pursuant to Paragraph 12, shall be brought in the appropriate court of competent jurisdiction within the County of Placer, notwithstanding any other provision of law which may provide that such action may be brought in some other location.

15. Inspection; Release of Security For Faithful Performance . Principal may, from time to time, request the City Engineer to inspect the Improvements as they progress. The City Engineer may, if the work is found by City Engineer to be in accordance with the Standard Specifications, choose to accept so much of that work as is completed, and authorize a release pro tanto of the security provided pursuant to Paragraph 1 2(a); provided, however, that in no event shall the release of more than eighty (80%) of the Improvement security be authorized until all the work has been completed and accepted.

16. Release of Remaining Security For Faithful Performance: Warranty .

At the conclusion of the construction of the Improvements, and upon written acceptance of them by the City Council and approval of a Notice of Completion, the City Engineer 220

Reso. No. 2025-
shall authorize the release of the security provided pursuant to Paragraph 12(a) upon the furnishing of the warranty security as required by Paragraph 12(c).

17. Release of Security Where Other Agency Approval Required .

Notwithstanding paragraphs 15 and 16, where any portion of the Improvements is subject to approval by another agency, no release of security equal to the value of those Improvements shall be made until the work is completed to the satisfaction of such other agency. Such other agency shall have two (2) months after completion of the performance of the obligation in which to register satisfaction or dissatisfaction. If at the end of that period it has not registered satisfaction or dissatisfaction, it shall be conclusively deemed that the performance of the obligation was done to its satisfaction.

18. Release of Labor and Materials Secur ity. Ninety (90) days after a notice of completion is filed with respect to the Improvements, the City Engineer may authorize the release of the security given to secure payment for labor and materials as provided in Paragraph 12(b) of this agreement, in the event that no claims have been filed against said security. In the event that claims or actions are filed against the security, the City Engineer may release so much of such security as is in excess of the total of the claims made against it.

19. Insurance. Principal shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Principal, its agents, representatives, or employees.

a. Minimum Scope and limit of Insurance

i. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general agg regate limit shall be twice the required occurrence limit.
ii. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Principal has no owned autos, Code 8 (hired) and 9 (non -owned), with limit no less than $1,000,000 per accident for bodily injury and property damage.

iii. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.

221

Reso. No. 2025-
b. Other Insurance Provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions:

i. Additional Insured Status. The City, its officers, officials, employees, and volunteers are to be covered as addition al insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Principal including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage c an be provided in the form of an endorsement to the Principal’s insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38 ; and CG 20 37 forms if later revisions used).

ii. Primary Coverage. For any claims re lated to this contract, the Principal’s insurance coverage shall be primary with coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, or volunteers, and shall be excess of the Principal’s insurance and shall not contribute to it.

iii. Notice of Cancellation. Each insurance policy required above shall not be canceled, except with notice to the City.

iv. Waiver of Subrogation. Principal hereby grants to City a waiver of any right to subrogation which any insurer of said Principal may acquire against the City by virtue of the payment of any loss under such insurance. Principal agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whet her or not the City has received a waiver of subrogation endorsement from the insurer.

v. Self-Insured Retentions . Self-insured retentions must be declared to and approved by the City. The City may require the Principal to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or City.

vi. Acceptability of Insurers. Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M.

Best’s rating of no less than A:VII, unless otherwise acceptable to the City. Claims Made Policies. If any of the required policies provide coverage on a claims made basis:

1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. 222

Reso. No. 2025-

2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after
completion of the contract of work.

3. If coverage is canceled or non -renewed, and not
replaced with another claims -made policy form with a
Retroactive Date prior to the contract effective date, the Principal must purchase “extended reporting” coverage
for a minimum of five (5) years after completion of
contract work.

vii. Verification of Coverage. Principal shall furnish the City with original Certificate of Insurance including all required amendatory endorsements (or copies of the applicable policy langu age effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to the City before work begins. However, failure to obtain the required documents prior to the work begin ning shall not waive the Principal’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

viii. Subcontractors. Principal shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Principal shall ensure that City is an additional insured on insurance required from subcontractors.

ix. Special Risks or Circumstances. City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

20. Failure of Performance . In the event Principal fails to perform one or more of the conditions herein, City shall have recourse to the security given to guarantee the performance of such acts. City shall have recourse against so much of the security as is necessary to discharge the responsibility of Principal hereunder. City shall have recourse against Principal for any and all amounts necessary to complete the obligations of Principal in the event the security therefore is insufficient to pay such amounts. All administrative costs incurred by the City, in addition to the cost s of the Improvements, shall be a proper charge against the security and/or Principal.

21. Attorney's Fees. If the services of any attorney are required by any party to secure the performance of this Agreement or otherwise upon the breach or default of another party, or if any judicial remedy or arbitration is necessary to enforce or interpret any provisions of this Agreement or the rights and duties of any person in relation to this Agreement, the prevailing party shall be entitled to reasonable attorney 's fees, costs and other expenses, in addition to any other relief to which such party may be entitled.

Prevailing party includes (a) a party who dismisses an action in exchange for sums 223

Reso. No. 2025-
allegedly due; (b) the party that receives performance from the other party of an alleged breach of covenant or a desired remedy, if it is substantially equal to the relief sought in an action; or (c) the party determined to be prevailing by a court of law.

Whenever provision is made in this Agreement for the payment of a ttorney's fees, such fees shall be payable whether the legal services are rendered by a salaried employee for the party or by independent counsel and shall include such fees as are incurred in connection with any pretrial proceeding, trial or appeal of the action.

Any award of damages following judicial remedy or arbitration as a result of the breach of this Agreement or any of its provisions shall include an award of prejudgment interest from the date of the breach at the maximum amount of interest allowed by law.

22. Agreement Binding on Successors, Etc. This Agreement shall be binding upon all the heirs, successors, and assigns of either party, and the same shall be recorded in the office of the Recorder of Placer County upon its execution, and shall be a covenant running with the land and equitable servitude upon the parcel or parcels of real property subdivided by the map.

23. Subdivision Map Act Controlling . To the extent any provision of this Agreement conflicts with any provision of the Map Act , the applicable provision of such Act shall control, and no action taken pursuant to this Agreement which conflicts with any provision of the Map Act shall relieve the person taking such action from compliance with the provisions of the Map Act.

24. Waiver. Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by the other party, or the failure by a party to exercise its rights upon the default of the other party shall not constitute a waiver of such party's right to insist and demand strict compliance by the other party with the terms of this Agreement thereafter.

WHEREFORE, the parties hereto have executed this Agreement on the day and in the year first above written.

CITY OF ROCKLIN

By:_____________________________________________
Aly Zimmermann, City Manager

224

Reso. No. 2025-

PRINCIPAL

TL SKY VIEW, L.P., a California Limited Partnership

By: TL MANAGEMENT, INC., a California Corporation
Its: General Partner

By: _____________________________________________
Jay Timothy Lewis
Its: President

APPROVED AS TO FORM:

Crystal Hodgson, Assistant City Attorney

ATTEST:

_____________________________
Avinta Singh, City Clerk

225

ATTACH CURRENT NOTARY

ACKNOWLEDGEMENT FORM

FOR CITY OF ROCKLIN
226

ATTACH CURRENT NOTARY

ACKNOWLEDGEMENT FORM

FOR PRINCIPAL
227

Subdivision Landscaping Agreement
Reso. No. ????
EXHIBIT 1

TO SUBDIVISION LANDSCAPING AGREEMENT

228
18192021222324252627282930313233343536373839404142434445464748495051525354555657585960616263646566676869707172737475 LOT E
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LOTA
LOTB
LOTD
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SUNSET RIDGE PARKWAY
PAGE 1 OF EXHIBIT "1" OFSUBDIVISION LANDSCAPE AGREEMENTRESOLUTION NO. 2025- EXHIBIT "1"FINAL MAPCLOVER VALLEY WESTRIDGE(SKY VIEW)MATCH LINE

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229
Resolution No. 2025- September 23, 2025 Page 1 of 2
1 RESOLUTION NO. 2025-

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROCKLIN

ACCEPTING GRANT OF OPEN SPACE EASEMENT
(HILLSIDE AND BLUFF PROTECTION)
(Clover Valley Westridge (Sky View) Subdivision)

The City Council of the City of Rocklin does resolve as follows:

Section 1. The City Council of the City of Rocklin finds as follows:

A. Approval of the tentative subdivision map for the subdivision known as Clover Valley Westridge (Sky View) Subdivision/SD-2004-03) was conditioned on, among other things, dedication of open space easements over portions of the real property included in the tentative map, which real property is shown and described in Exhibit A attached hereto and by this reference incorporated herein;

B. The subdivider wishes to file for rec ord a final subdivision map for Clover Valley Westridge (Sky View) and wishes to satisfy the above-described condition by offering to grant to the City of Rocklin an open space easement with covenants in the form attached hereto as Exhibit A;

C. Preservation of the land as open space is consistent with the Rocklin General Plan; and

D. The preservation of land as open space is in the best interest of the City of Rocklin and is important to the public for the enjoyment of scenic beauty for the following reasons:

1. The land is essentially unimproved, and if retained in its natural state, it has scenic value to the public and is valuable as a watershed and wildlife preserve;

2. It is in the public interest that the land remain in its natural state, including the trees and other natural growth, as a means of preventing floods and because of its value as watershed;

3. The land, if retained as open space, will add to the amenities of living in the neighboring urbanized areas; and

4. The instrument conveying the open space easement to the City of Rocklin contains appropriate covenants to ensure that the public interest will be served in these ways.

230
Resolution No. 2025- September 23, 2025 Page 2 of 2
1 Section 2. The City Council of the City of Rocklin accepts the grant of open space easement with covenants in the form attached as Exhibit A and by this reference incorporated herein.

Section 3. The City Clerk is directed to record the easement in the office of the Placer County Recorder when fully executed and notarized.

PASSED AND ADOPTED this 23rd day of September, 2025, by the following vote:

AYES: Councilmembers
NOES: Councilmembers
ABSENT: Councilmembers
ABSTAIN: Councilmembers

_____________________________
Jill Gayaldo, Mayor

ATTEST:

______________________________
Avinta Singh, City Clerk

231

EXHIBIT A

GRANT OF OPEN SPACE EASEMENT

232

to Reso. No.

Recording Requested by
and Return to:

City Clerk
City of Rocklin
3970 Rocklin Road
Rocklin, CA 95677

Exempt from filing fees
Per Gov’t Code § 27383
Exempt from Documentary Transfer Tax
Per Rev & Tax Code §11922
Transfer Tax Due=$0.00

GRANT OF OPEN SPACE EASEMENT WITH COVENANTS
(HILLSIDE AND BLUFF PROTECTION)
(Final Map of Clover Valley Westridge (Sky View))

1. TL SKY VIEW, L.P., a California Limited Partnership ("Grantor"), hereby grants to the City of Rocklin, a municipal corporation, ("Grantee "), a perpetual open space easement, in that certain real property situated in the City of Rocklin, County of Placer, State of California, as shown and described in Exhibit 1, attached hereto and incorporated by reference herein ("Open Space Property").

This open space easement is given pursuant to Chapter 6.6 (commencing with section 51070) of Part 1, Division 1, Title 5 of the California Government Code.

2. Grantor and Grantee recognize that the Open Space Property has significant value and that this v alue will add to the public's enjoyment of and awareness for the need to preserve these amenities while living in an urbanized area. The purpose of this open space easement is to keep the Open Space Property in a condition that preserves its significant t opographical features to as much of an extent as reasonably possible for the enjoyment and benefit of the public. In order that the Open Space Property be so kept, Grantor shall not:

a. Place, erect, construct, or maintain any improvement on the Open Space Property, including but not limited to fencing, except four-inch by four -inch (4” X 4”) metal posts marking the boundaries of the Open Space Property.

b. Cut, remove or otherwise disturb trees, shrubs, or other natural growth found on the Open Space Property, except as may be required for fire prevention as defined in the Open Space Management and Fuel Modification Plan dated December 17, 2024, attached as Exhibit 2, erosion control, thinning, or elimination of diseased growth, or similar preventative measures in a manner compatible with the purposes of this 233

to Reso. No.
agreement. Grantor shall not plant any trees, shrubs, or other vegetation upon the Open Space Property, except as provided for in paragraph 3.c. of this easement;

c. Enter upon the surface to mine, extract or otherwise remove any archaeological or natural resource found or located in the Open Space Property, or excavate, grade, remove or otherwise dist urb any existing sand, soil, rock, gravel or other material found or located in the Open Space Property;

d. Use any portion of the Open Space Property as a dump site, parking lot, storage area or any other use which is inconsistent with the stated purpo ses, terms, conditions, restrictions and covenants of this easement, or the findings of the City Council of the City of Rocklin relative to the Open Space Property pursuant to Government Code section 51080 et seq.;

e. Operate or permit the operation on the Open Space Property of any motor driven or powered vehicle, except as may be required for fire prevention, elimination of diseased growth or similar preventive measures , as defined in the Open Space Management and Fue l Modification Plan dated December 17, 2024, attached as Exhibit 2.

f. Permit any advertising of any kind to be located on any portion of the Open Space Property.

3. Grantor hereby reserves to itself, its successors in interest and assigns, the right to use the Open Space Property in any manner which is consistent with the purposes and terms of this easement and with existing zoning and other laws, rules and regulations of the State of California and the City of Rocklin. The rights so reserved include, but are not limited to the following:

a. The right to maintain all existing landscaping and terrain in its present condition;

b. The right to exclude members of the public from trespassing upon the Open Space Property;

c. The right to cover the site with soil and landscaping subject to the prior approval of the Rocklin Community Development Director, who shall require Grantor to utilize grading, fill and planting methods compatible with preserving the Open Space Property in its natural state; and

d. The right to install underground drainage, utility, and similar lines and facilities, subject to prior approval of the City of Rocklin's Community Development Director, who shall require Grantor to conduct the 234

to Reso. No.
work in a manner which minimizes disturbance to the topographic features of the open space property, and to restore and revegetate the open space property to its natural state to the Director’s satisfaction.

4. Grantor hereby grants Grantee, its successors and assigns, the right, but not t he obligation, to enter the Open Space Property during the term of this easement for the purposes of removing anything or prohibiting any activity which is contrary to the stated purposes, terms, conditions, restrictions or covenants contained in this ease ment, or which will or may destroy the unique physical characteristics of the Open Space Property.

5. Grantor hereby waives for himself, his successors in interest and assigns, all reimbursement or compensation for any improvements located within the Open Space Property which may be damaged or destroyed by Grantee, its agents or employees, in carrying out any of the rights granted by this easement.

In addition to the rights granted elsewhere herein, such rights include the right, but not the obligation, to make inspections of the Open Space Property and to maintain the Open Space Property for fire and flood prevention, firefighting, flood abatement and rodent and/or pest extermination.

6. The granting of this easement and its acceptance by the City of Rocklin does not authorize and is not intended to authorize the public to use any portion of the Open Space Property.

7. The sole purpose of this easement is to restrict the uses to which the Grantor may put the Open Space Property thereby preserving its topographic features.

8. This easement shall not be abandoned, and the terms hereof shall not be amended or rescinded as to any portion of the Open Space Property without the prior written consent of Grantee and full compliance with sections 51093 and 51094 of the Government Code.

9. Each of the terms and provisions contained herein is a covenant intended for the benefit of the public and constitutes an enforceable restriction pursuant to the provisions of section 8 Article XIII of the California Constitution and Chapter 6.6 (commencing with section 51070) of Part 1, Division 1, Title 5 of the Government Code, and shall be binding on the heirs, successors in interest and assigns of the Grantor, and each and all of them, and shall run with the land. Each of the stated purposes, terms, conditions, restrictions, and covenants may be specifically enforced or enjoined by proceedings in the Superior Court of the State of California.

10. In any legal proceeding between the Grantor and Grantee to enforce any of the rights or obligations of the parties herein or any of the terms contained 235

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herein the prevailing party shall be entitled to recover reasonable attorneys' fees, including those incurred on appeal, if any.

DATED:________________

GRANTOR:

TL SKY VIEW, L.P., a California Limited Partnership

By: TL MANAGEMENT, INC., a California
Corporation
Its: General Partner

By:
_____________________________________________
Jay Timothy Lewis
Its: President

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INSERT NOTARY ACKNOWLEDGMENT(S) HERE
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To Grant of Open Space Easement
Reso No.

EXHIBIT 1

OPEN SPACE EASEMENT PROPERTY DESCRIPTION

The land referred to herein is situation in the City of Rocklin, County of Placer, State of California and is described as follows:

Open Space Easement over Lots A, B & C as shown on the map entitled, “Final Map of Clover Valley Westridge (Sky View),
filed for record in the Office of the Recorder of Placer County, California, In Book _____of Maps, at Page _____.

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To Grant of Open Space Easement
Reso No.

EXHIBIT 2

OPEN SPACE MANAGEMENT AND FUEL MODIFICATION PLAN
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18192021222324252627282930313233343536373839404142434445464748495051525354555657585960616263646566676869707172737475 LOT E
LOT C

S U N S E T R I D G E P A R K W A YLOT C
LOTA
LOTB
LOTD
9 123456781011121314151617
7475767778

SUNSET RIDGE PARKWAY
PAGE 1 OF EXHIBIT 1 OFOPEN SPACE MANAGEMENT AND FUEL MODIFICATION PLANRESOLUTION NO. 2025- EXHIBIT "1"FINAL MAPCLOVER VALLEY WESTRIDGE(SKY VIEW)MATCH LINE

MATCH LINE
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Open Space Management and Fuel Modification Plan
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WESTRIDGE (SKY VIEW)

OPEN SPACE MANAGEMENT

AND FUEL MODIFICATION PLAN
P
repared for:

Tim Lewis Communities
P
repared by:

Ub
ora Engineering & Planning
D
ecember 17, 2024
EXHIBIT 2
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Table of Contents

1.0 Introduction ..................................................................................................................................... 1

2.0 Open Space Description ................................................................................................................... 1

2.1 Location ....................................................................................................................................... 1

2.2 Vegetation.................................................................................................................................... 1

3.0 Long Term Preserve Management................................................................................................... 1

3.1 Preserve Manager ............................................................................................................................... 1

3.2 Management Strategies ...................................................................................................................... 1

3.3 Permitted Uses .................................................................................................................................... 2

3.4 Prohibited Activities ............................................................................................................................ 2

4.0 Fuel Modification Plan Management .............................................................................................. 3

4.1 Basis of Plan Design ............................................................................................................................. 3

4.2 Vegetation Maintenance Practices ...................................................................................................... 3

4.3 Large Areas .......................................................................................................................................... 3

4.4 Protected Areas and Vegetation ......................................................................................................... 4

4.5 Access Control ..................................................................................................................................... 4

5.0 Preserve Funding and Ownership .................................................................................................... 4 Figure 1 Open Space Exhibit
Figure 2 Vegetation Maintenance Zones Exhibit
Figure 3 Zones 1 & 2 Adjacent to Rear Yards
Figure 4 Zones 1 & 2 Adjacent to Side Yards
Figure 5 Slope Exhibit
Appendix A City of Rocklin Vegetation Maintenance Standard…………………………………………………………...A-1 Appendix B City of Rocklin Citywide Fuel Load Reduction Guidelines……………………………………….………..B-1

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1 1.0 Introduction
In 2007, the City of Rocklin approved the Clover Valley Tentative Subdivision Map, comprising the development of 558 residential lots and other associated land uses on 622 acres located within Clover Valley, which is situated in the northeast corner of the city. The Westridge (Sky View) project is considered the initial phase of the Clover Valley project, comprising the development of 178 residential lots and three open space lots on roughly 47 acres situated atop the ridge in the northwest corner of Clover Valley. Of the 47 acres, roughly 31 will be developed while the remaining 16 acres will be saved as open space. The project’s Home Owners Association will own the three open space lots (Parcels A, B & C) and manage the open space contained within.

This document describes the management of the fire fuel load within the three open space lots.

It does not cover any fire fuel load management within the private lots or on lands adjacent to the Westridge (Sky View) Subdivision.

2.0 Open Space Description

2.1 Location
The Westridge (Sky View) project comprises an approximately 47-acre long and narrow strip of land located along the ridge above Clover Valley, adjacent to Boulder Ridge Park and the PCWA Sunset Water Treatment Plant property to the west, and Clover Valley to the east. Access to the site is via Park Drive at the south end of the property (see Figure 1).

2.2 Vegetation
The property is located atop the ridge, roughly 160 feet above the valley floor, with a majority of the property covered by two principal plant communities: dry grassland and oak woodland. The dry grassland consists of non -native annual grasses, including ripgut brome, soft chess, filaree, medusahead, wild oat, and star thistle. The annual grasses extend outward from the ridgetop , downslope into the oak woodland canopy located along the steeper slopes of the canyon wall .

Oak woodlands grow in shallow to moderately deep, well-drained soils along the relatively steep canyon side slopes, in excess of 20 percent, supporting a low, dense, closed-canopy woodland of blue oak, interior live oak, California buckeye and poison oak. Small openings in the woodland canopy support ripgut brome and dogtail grass. The floor of the oak woodland supports a species mixture of annual non-natives similar to the dry grassland.

3.0 Long Term Preserve Management

3.1 Preserve Manager
The project’s Home Owners Association (HOA), pursuant to thi s Open Space Management and Fuel Modification Plan (Pl an), will provide management of this open space area . The HOA will function as both the Preserve Manager and the Owner in fee of the open space parcels. All allowed uses and restrictions in this open space area are contained within this plan.

3.2 Management Strategies
• Limit access to the open space.
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2 • Police the property sufficiently to discourage and even prosecute and penalize unauthorized “users”.
• Implement best management practices during construction and maintenance activities to minimize damage to special status species and potential habitat.

3.3 Permitted Uses
The Plan expressly permits the following uses within the subject open space parcels:
• Permitted uses set forth in the City of Rocklin Zoning Ordinance; • Land uses and associated infrastructure set forth in the Westridge (Sky View) Subdivision approval documentation;
• Wildfire mitigation measures, including fire suppression and other emergency response measures necessary;
• Stormwater drainage facilities as noted in the Westridge (Sky View) Subdivision approval documentation and as otherwise approved during the project’s improvement plans review; • Maintenance including weed abatement, utility maintenance, fire prevention, preserve maintenance-abated materials may be chipped on site, lopped and scattered, or chipped and hauled;
• Activities that may be required for the operation and maintenance of other open space infrastructure are permitted.

The entities responsible for operating and maintaining facilities within the open space will be provided access to the open space by the Preserve Manager. The Preserve Manager shall maintain a list of entities who have infrastructure operation and/or maintenance responsibilities within the open space. The Preserve Manager is responsible for notifying and informing entities performing operation and/or maintenance responsibilities within the preserve about preserve management policies including activities prohibited within the preserve.

3.4 Prohibited Activities
The following activities are not permitted within the open space preserve:
• Alteration of existing topography, which includes leveling, grading, or landscaping, for any purposes, except as required for authorized fire protection, routine maintenance of existing utilities, emergency situations including fires, floods, and utility line breakages, planting of native vegetation for preserve enhancement, or other permitted activities defined in this plan;
• Cultivation, plowing, and/or grading except as necessary to remove noxious or dangerous plants consistent with this Plan, or as required to minimize fire, flood, or other public safety danger;
• Dumping and/or burning of rubbish, garbage, or any other wastes or fill materials; • Use of motorized vehicles, except as provided herein; • Removing, altering, or replacing any existing native vegetation, except as part of the Fuel Modification Plan to maintain existing and planned utilities; • Alteration of natural drainages or placement of unauthorized storm water outfalls; • Use of pesticides or herbicides, unless such use is consistent with the maintenance of the open space function;
• Any other activities that, in the opinion of the Preserve Manager, might degrade or interfere with the open space function.
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3 4.0 Fuel Modification Plan Management

4.1 Basis of Plan Design
The management of fuels within the open space is specified in the City of Rocklin’s Municipal Code Chapter 8.10 – Fire Sa fe Vegetation and Debris Management and Chapter 8.12 – Weeds and Rubbish and the Citywide Fuel Load Reduction Guidelines. These practices may occur year-round, with the removal of hazardous trees, branches, and vegetation conducted as needed.

4.2 Vegetation Maintenance Practices
Vegetation maintenance within the open space will comply with the current adopted defensible space and vegetation management practices established by the Rocklin Fire Department, with zones determined based on proximity to structures.

Zone 1
Zone 1 is the area within 30 -feet of property line s or structures. In this case, this is along any residential lots that abut the open space. The operational standards for this zone are as follows:
• Cut, mow, graze annual grass down to a maximum height of 4-inches; • Create horizontal space between shrubs and trees. This distance depends upon the slope with a 10 -foot minimum for trees or twice the height of the shrubs (See diagram in Appendix A);
• Create vertical space between grass, shrubs, and trees. The minimum clearance is 6’ from the ground, or 3x the height of adjacent shrubs (See diagram in Appendix A); • Remove branches that hang over property line;
• Trim trees regularly to keep branches a minimum of 10-feet from other trees; • Create a separation between trees and shrubs. Trees less than 4” DBH removed.

Zone 2
Zone 2 extends from 30 feet to 100 feet from structures, but not less than 20 feet beyond the limit of grading. The operational standards for this zone are as follows:
• Cut, mow, graze annual grass down to a maximum height of 4-inches; • Create horizontal space between shrubs and trees. (See diagram in Appendix A); • Create vertical space between grass, shrubs, and trees. (See diagram in Appendix A)

See Figure 2 for the limits of the two zones throughout the three open space lots. The property must be brought into compliance with this standard and approved by the identified Preserve Manager.

4.3 Large Areas
For large areas within this open space beyond Zone 2, fuel load reduction will be completed in accordance with the current Citywide Fuel Reduction Guidelines.

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4 4.4 Protected Areas and Vegetation
The project area does not contain aquatic resources or riparian habitat. Prior to the start of any fuel load reduction activities, however, the project site shall be surveyed for the presence of elderberry shrubs. Any elderberry shrubs identified during the survey shall be marked with flagging in the field to ensure avoidance and their locations shall be identified on a project site map. A copy of the project site map with identified elderberry shrubs shall be provided to the contractor conducting the fuel load reduction activities and the contractor shall be briefed on the locations of the identified elderberry shrubs and the need to avoid any trimming or removal of elderberry shrubs.

4.5 Access Control
Fencing of areas to separate the subdivision development from the open space area will be as indicated in the Westridge (Sky View) Subdivision improvement plans and as otherwise approved during the project’s improvement plan review process. Those fencing types will primarily include either 4-foot or 6-foot tall tubular steel fencing, or similar, installed at the back of sidewalk where open space areas are adjacent to streets.

5.0 Preserve Funding and Ownership
The open space will be owned by the project’s Home Owners Association (HOA). Ongoing Preserve Operation and Maintenance Funding will be provided by the HOA.

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FIGURE 1

WESTRIDGE (SKY VIEW)

FUEL MODIFICATION PLAN

OPEN SPACE EXHIBIT

Exhibits are on file with the City of Rocklin Community
Development Department and Fire Department.
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FIGURE 2

WESTRIDGE (SKY VIEW)

FUEL MODIFICATION PLAN

VEGETATION MAINTENANCE ZONES EXHIBIT

Exhibits are on file with the City of Rocklin Community
Development Department and Fire Department.
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VEGETATION MAINTENANCE ZONES ADJACENT TO REAR YARDS
FIGURE 3WESTRIDGE (SKY VIEW)FUEL MODIFICATION PLANZONES 1 & 2ADJACENT TOREAR YARDS 249

VEGETATION MAINTENANCE ZONES ADJACENT TO SIDE YARDS
FIGURE 4WESTRIDGE (SKY VIEW)FUEL MODIFICATION PLANZONES 1 & 2ADJACENT TOSIDE YARDS 250
FIGURE 5

WESTRIDGE (SKY VIEW)

FUEL MODIFICATION PLAN

SLOPE EXHIBIT

Exhibits are on file with the City of Rocklin Community
Development Department and Fire Department.
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Appendix A-1
Appendix A
City of Rocklin
Vegetation Maintenance Standard
The attached document is the current approved version at the time this plan was prepared. This Open Space Management and Fuel Modification Plan shall adhere to the most current city standard.

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Open Space Management and Fuel Modification Plan
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Appendix B-1
Appendix B
City of Rocklin
Citywide Fuel Load Reduction Guidelines
The attached document is the current approved version at the time this plan was prepared. This Open Space Management and Fuel Modification Plan shall adhere to the most current city standard.

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City Council
Staff Report

Subject:

PetData, Inc. Agreement for Animal Licensing Services - Ratification Date:

September 23, 2025
Submitted By:

Luke Sincerny, Captain
Rustin Banks, Police Chief
Department:

Police
Recommendation:

Adopt a Resolution of the City Council of the City of Rocklin Ratifying the Contract for Services with PetData, Inc. and Related Expenditures.

Background:

The City through its Animal Control Operations in the Police Department is required to maintain a licensing service for identified animals requiring a license per Rocklin Municipal Code 6.08.010 and the Police Department meets this requirement through the professional licensing services provided by PetData, Inc. for a nominal fee.

The Rocklin Police Department has contracted with PetData, Inc. for animal licensing services since 2011. The current contract was executed on November 1, 2023, and covers the period of September 1, 2023 through August 31, 2026.

Because the contract performance period began prior to its execution date, City Council ratification is required. Ratification will validate the agreement retroactive to September 1, 2023, and ratify the expenditures incurred during the timeframe of September 1 2023 - October 31, 2023.

To date, $19,831 has been expended under this contract. An additional $20,169, for a total of $40,000, is anticipated through the end of the contract term.

Fiscal Impact:

There is no additional fiscal impact from this recommendation. Funding for animal licensing services has been included in the Fiscal Year 2025-2027 Operating Budget.

Item Number C8.

ATTACHMENTS:

1. Resolution

2. Resolution Exhibit A 24-27 Animal Licensing Agreement FINAL executed 261
Resolution No. 2025- September 23, 2025 Page 1 of 2
1 RESOLUTION NO. 2025-

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROCKLIN

RATIFYING THE CONTRACT FOR SERVICES WITH
PETDATA, INC. AND RELATED EXPENDITURES

WHEREAS, the City, through its Animal Control Operations in the Police Department (RPD), maintains licensing service for animals requiring a license per Rocklin Municipal Code 6.08.010; and

WHEREAS, RPD contracts with PetData, Inc. in exchange for a nominal fee to provide animal licensing services; and

WHEREAS, the RPD has contract ed with PetD ata, Inc. for animal licensing services since 2011 . The current contract was executed on November 1, 2023, and covers the period of September 1, 2023 through August 31, 2026; and

WHEREAS, due to the contract performance period began prior to its executio n date, City Council ratification is required. Ratification will validate the agreement retroactive to September 1, 2023, and ratify the expenditures incurred during the timeframe of September 1, 2023 to October 31, 2023; and

WHEREAS, to date, $19,831 has been expended under this contract. An additional $20,169 is anticipated through the end of the contract term.

NOW, THEREFORE , BE IT RESOLVED by the City Council of the City of Rocklin as follows:

Section 1. Each Recital is true and correct and is here by incorporated by reference.

Section 2. The City Council ratifies the contract with PetData, In c., attached hereto as Exhibit A, a nd ratifies and approves contract expenditures between September 1, 2023 and October 31, 2023.

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Resolution No. 2025- September 23, 2025 Page 2 of 2
1 PASSED AND ADOPTED this 23rd day of September, 202 5, by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:

___________________________
Jill Gayaldo, Mayor

ATTEST:

__________________________
Avinta Singh, City Clerk

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City Council
Staff Report

Subject:

Axon Enterprise, Inc. Agreement for Body Worn Camera and In-Car Camera Services
Date:

September 23, 2025
Submitted By:

Neil Costa, Police Lieutenant
Chad Morris, Police Captain
Rustin Banks, Police Chief
Department:

Police
Recommendation:

Adopt a Resolution of the City Council of the City of Rocklin Approving and Authorizing the City Manager to Execute the Master Services and Purchasing Agreement with Axon Enterprise, Inc.

Background:

The Rocklin Police Department (RPD) has been using body-worn (BWC) and in-car cameras (ICC) for more than thirteen years. This technology has shown to be essential, specifically in the areas of transparency, evidence collection and complaint reduction. RPD desires to continue to utilize these exceptionally valuable tools and expand services with a new five-year Master Services and Purchasing Agreement with Axon Enterprise, Inc (Axon). The total contract award is $1,140,945.42 over five years with annual payments.

Maintaining this program safeguards the City’s financial and legal interests. The availability of video evidence not only strengthens court cases and expedites resolutions, but also significantly reduces liability exposure and the costly litigation that can arise from incidents without clear documentation. While the expense of purchasing, maintaining, and managing this technology are significant, the benefits, enhanced officer safety, stronger prosecutions, reduction in civil claims, and improved community relations, outweigh the cost. The continued investment in BWC and ICC technology is not just a tool for law enforcement, but a sound financial and ethical decision that supports the City of Rocklin’s strategic plan goal related to safety, while focusing on effective, transparent, and community-focused policing.

The Axon platform seamlessly integrates their products and services across agencies. The continuity simplifies the learning curve for users and increases efficiencies by reducing duplicity, reducing thousands of hours spent classifying, tagging, redacting and/or transcribing video. Close integration with Axon Evidence (Digital Evidence Management System a.k.a.

Evidence.com) allows fast, efficient, digital and secure sharing of records and cases from RPD to the County of Placer District Attorney’s Office.

Item Number C9.

277

The City has benefited from the use of BWC and ICC and their continued use is essential for effective and efficient police operations. The implementation of Axon’s proprietary Digital Evidence Management System at RPD provides a direct link to the District Attorney’s Office, who have previously instituted Axon’s Digital Evidence Management System. Therefore, staff recommends suspending competitive bidding pursuant to Rocklin Municipal Code Title 3, Section 3.04.090 as a Sole Source (Exhibit C).

The initial term of this agreement is five years, estimated February 1, 2026 through January 31, 2031. The agreement also includes an autorenewal clause for a second five-year term with an option for the City to cancel with 30 days prior to the end of the initial subscription term.

This agreement is structured to provide a suite of selected services based on current staffing and vehicles. All RPD vehicles and officers are outfitted with in-car and body-worn video technology. Future growth is expected and Axon provides flexibility and ease in expanding equipment and services individually, as needed.

Fiscal Impact:

The total cost for the first year is $136,914 and subsequent years is $251,008 annually.

Funding for the first two years will be absorbed within the Police Department's Fiscal Years 2025-2027 Operating Budget within the General Fund (Fund 100). Any additional funding needed in future fiscal years will be proposed and appropriated provided sufficient funds are available in the adopted budgets for the applicable fiscal years.

ATTACHMENTS:

1. Resolution

2. Exhibit A Axon Master Services and Purchasing Agreement signed

3. Exhibit B Axon Enterprise, Inc Quote Q-712409-45897KP

4. Exhibit C Axon Sole Source Letter
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Resolution No. 2025- September 23, 2025 Page 1 of 2
1 RESOLUTION NO. 2025-

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROCKLIN

APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTE

THE MASTER SERVICES AND PURCHASING AGREEMENT
WITH AXON ENTERPRISE, INC.

WHEREAS, the City of Rocklin Police Department (RPD) has been using body - worn and in -car cameras in its Operations Division for more than thirteen years and desires to maintain the safety and wellbeing of Police Department personnel as well as the public safety of the community with the continued use of body-worn and in -car cameras; and

WHEREAS, law enforcement agencies use of body-worn and in-car cameras has shown to be a practice that can improve the capacity to gather evidence , improve the safety of law enforcement officers as well as citizens; and

WHEREAS, the existing equipment does not meet the needs of the department and Axon Enterprise, Inc. was selected as the preferred vendor for the replacement project due to its advanced technological capabilities, compatibility with similar systems used in other county public safety entities , and full compliance with the District Attorney’s Office; and

WHEREAS, the Police Department worked diligently to source the equipment and service s with favorable terms which includes a substantial savings from ret ail pricing and/or the use of a cooperative agreement; and

NOW, THEREFORE , BE IT RESOLVED by the City Council of the City of Rocklin as follows:

Section 1. The City Council hereby approves and authorizes the City Manager to execute the Master Services and Purchasing Agreement with Axon Enterprise, Inc. in the amount o f $1,140,945.42 to be paid over five years in the form attached hereto as Exhibit A.

Section 2 . The City Manager is authorized to encumber the funds, issue a purchase order (s) and sign a ny documents necessary to affect the purchase (s) each year.

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Resolution No. 2025- September 23, 2025 Page 2 of 2
1 Section 3. The City Manager is authorized to execute all necessary amendments during the term of the Master Services and Purchasing Agreement approved herein for the limited purpose of increasing or decreasing the City's number of units for body-worn cameras, in -car cameras , and services under the Master Services and Purchasing Agreement with Axon Enterprise, Inc. and associated price adjustments based on the Police Department's use of actual body-worn and/or in -car cameras and/or services, to the extent that the City Council has appropriated funds in the budget.

PASSED AND ADOPTED this 23rd day of September, 2025, by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:

____________________________________
Jill Gayaldo, Mayor

ATTEST:

____________________________
Avinta Singh, City Clerk

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Q-712409-45897KP
Issued: 08/28/2025
Quote Expiration: 09/30/2025
Estimated Contract Start Date: 02/01/2026
Account Number: 113396
Payment Terms:

Mode of Delivery: UPS-GND
Credit/Debit Amount: $0.00

SHIP TO BILL TO SALES REPRESENTATIVE PRIMARY CONTACT
Rocklin Police Department - CA
4080 Rocklin Rd
Rocklin,
CA
95677-2722
USA

Rocklin Police Department - CA
4080 Rocklin Rd
Rocklin
CA
95677-2722
USA
Email:

Kyle Panasewicz
Phone: +1 4803294734
Email: [email protected]
Fax: (480) 905-2071
Rustin Banks
Phone: 916-214-4111
Email: [email protected]
Fax:

Quote Summary Discount Summary
Program Length 60 Months Average Savings Per Year $209,825.25 TOTAL COST $1,139,160.20
ESTIMATED TOTAL W/ TAX $1,140,945.42 TOTAL SAVINGS $1,049,126.27

Axon Enterprise, Inc.
17800 N 85th St
Scottsdale, Arizona 85255
United States
VAT: 86-0741227
Domestic:(800) 978-2737
International: +1.800.978.2737
323

Payment Summary
Date Subtotal Tax Total
Jan 2026 $136,699.24 $214.23 $136,913.47
Jan 2027 $250,615.24 $392.74 $251,007.98
Jan 2028 $250,615.24 $392.74 $251,007.98
Jan 2029 $250,615.24 $392.74 $251,007.98
Jan 2030 $250,615.24 $392.77 $251,008.01
Total $1,139,160.20 $1,785.22 $1,140,945.42
324

Quote Unbundled Price: $2,188,286.60
Quote List Price: $1,786,558.40
Quote Subtotal: $1,139,160.20
Pricing
All deliverables are detailed in Delivery Schedules section lower in proposal Item Description Qty Term Unbundled List Price Net Price Subtotal Tax Total Program
Fleet3A Fleet 3 Advanced 38 60 $317.09 $258.90 $157.29 $358,621.20 $1,753.39 $360,374.59 BWCUwTAP BWC Unlimited with TAP 75 60 $129.01 $99.66 $67.26 $302,670.00 $0.00 $302,670.00 S00017 AXON FUSUS PRO BUNDLE 75 60 $67.27 $36.83 $0.00 $0.00 $0.00 $0.00 A la Carte Hardware
101408 AXON FUSUS - CORE - CAD 1 $600.00 $0.00 $0.00 $0.00 $0.00 101391 AXON FUSUS - CORE - ELITE AI 2.0 44TB HDD 2 $5,000.00 $0.00 $0.00 $0.00 $0.00 101390 AXON FUSUS - CORE - ELITE 2.0 44TB HDD 2 $4,000.00 $0.00 $0.00 $0.00 $0.00 H00001 AB4 Camera Bundle 75 $899.00 $0.00 $0.00 $0.00 $0.00 H00002 AB4 Multi Bay Dock Bundle 10 $1,638.90 $43.90 $439.00 $31.83 $470.83 A la Carte Software
73449 AXON BODY - LICENSE - DEVICE CONNECTIVITY 75 60 $5.42 $5.42 $24,390.00 $0.00 $24,390.00 73478 AXON EVIDENCE - REDACTION ASSISTANT USER
LICENSE 75 60 $10.85 $10.85 $48,825.00 $0.00 $48,825.00 73618 AXON COMMUNITY REQUEST 75 60 $10.85 $10.85 $48,825.00 $0.00 $48,825.00 73739 AXON PERFORMANCE - LICENSE 75 60 $10.85 $10.85 $48,825.00 $0.00 $48,825.00 73682 AXON EVIDENCE - AUTO TAGGING LICENSE 75 60 $10.85 $10.85 $48,825.00 $0.00 $48,825.00 85760 AXON AUTO-TRANSCRIBE - UNLIMITED SERVICE 75 60 $22.57 $22.57 $101,565.00 $0.00 $101,565.00 ProLicense Pro License Bundle 22 60 $48.82 $48.75 $64,350.00 $0.00 $64,350.00 A la Carte Services
101422 AXON FUSUS - PSO - HARDWARE DEPLOYMENT 5 $425.00 $0.00 $0.00 $0.00 $0.00 79999 AXON EVIDENCE - IMPLEMENTATION FOR AUTO
TAGGING/PERFORMANCE 1 $3,000.00 $3,000.00 $3,000.00 $0.00 $3,000.00 85055 AXON BODY - PSO - FULL SERVICE 1 $40,000.00 $40,000.00 $40,000.00 $0.00 $40,000.00 11642 AXON INVESTIGATE - THIRD PARTY VIDEO SUPPORT 75 60 $10.85 $10.85 $48,825.00 $0.00 $48,825.00 A la Carte Warranties
101424 AXON FUSUS - CORE - EXTENDED WARRANTY 9 60 $0.00 $0.00 $0.00 $0.00 $0.00 101424 AXON FUSUS - CORE - EXTENDED WARRANTY 1 49 $0.00 $0.00 $0.00 $0.00 $0.00 101424 AXON FUSUS - CORE - EXTENDED WARRANTY 2 49 $0.00 $0.00 $0.00 $0.00 $0.00 101424 AXON FUSUS - CORE - EXTENDED WARRANTY 2 49 $0.00 $0.00 $0.00 $0.00 $0.00 Total $1,139,160.20 $1,785.22 $1,140,945.42
Delivery Schedule
Hardware
Bundle Item Description QTY Shipping Location Estimated Delivery Date AB4 Camera Bundle 100147 AXON BODY 4 - CAMERA - NA US FIRST RESPONDER BLK RAPIDLOCK 2 1 01/01/2026
325

Hardware
Bundle Item Description QTY Shipping Location Estimated Delivery Date AB4 Camera Bundle 100147 AXON BODY 4 - CAMERA - NA US FIRST RESPONDER BLK RAPIDLOCK 75 1 01/01/2026
AB4 Camera Bundle 100466 AXON BODY 4 - CABLE - USB-C TO USB-C 83 1 01/01/2026 AB4 Camera Bundle 100775 AXON BODY 4 - MAGNETIC DISCONNECT CABLE 83 1 01/01/2026 AB4 Camera Bundle 74028 AXON BODY - MOUNT - WING CLIP RAPIDLOCK 83 1 01/01/2026 AB4 Multi Bay Dock Bundle 100206 AXON BODY 4 - 8 BAY DOCK 10 1 01/01/2026 AB4 Multi Bay Dock Bundle 70033 AXON - DOCK WALL MOUNT - BRACKET ASSY 10 1 01/01/2026 AB4 Multi Bay Dock Bundle 71019 AXON BODY - DOCK POWERCORD - NORTH AMERICA 10 1 01/01/2026 Fleet 3 Advanced 101675 AXON FLEET - ERICSSON CRADLEPOINT R980-5GD-A+5YR NETCLOUD 38 1 01/01/2026
Fleet 3 Advanced 101924 AXON FLEET - TAOGLAS ANT - 7-IN-1 4CELL 2WIFI 1GNSS INT 38 1 01/01/2026 Fleet 3 Advanced 70112 AXON SIGNAL - VEHICLE 38 1 01/01/2026 Fleet 3 Advanced 72036 AXON FLEET 3 - STANDARD 2 CAMERA KIT 38 1 01/01/2026 Fleet 3 Advanced 72036 AXON FLEET 3 - STANDARD 2 CAMERA KIT 1 1 01/01/2026 A la Carte 101390 AXON FUSUS - CORE - ELITE 2.0 44TB HDD 2 1 01/01/2026 A la Carte 101391 AXON FUSUS - CORE - ELITE AI 2.0 44TB HDD 2 1 01/01/2026 A la Carte 101408 AXON FUSUS - CORE - CAD 1 1 01/01/2026 BWC Unlimited with TAP 73309 AXON BODY - TAP REFRESH 1 - CAMERA 77 1 07/01/2028 BWC Unlimited with TAP 73689 AXON BODY - TAP REFRESH 1 - DOCK MULTI BAY 10 1 07/01/2028 BWC Unlimited with TAP 73310 AXON BODY - TAP REFRESH 2 - CAMERA 77 1 01/01/2031 BWC Unlimited with TAP 73688 AXON BODY - TAP REFRESH 2 - DOCK MULTI BAY 10 1 01/01/2031 Fleet 3 Advanced 72040 AXON FLEET - TAP REFRESH 1 - 2 CAMERA KIT 1 1 01/01/2031 Fleet 3 Advanced 72040 AXON FLEET - TAP REFRESH 1 - 2 CAMERA KIT 38 1 01/01/2031 Software
Bundle Item Description QTY Estimated Start Date Estimated End Date AXON FUSUS PRO BUNDLE 101705 AXON FUSUS - LICENSE - PRO USER 75 02/01/2026 01/31/2031 AXON FUSUS PRO BUNDLE 101711 AXON FUSUS - LICENSE - ADDITIONAL CCTV STREAMS 150 02/01/2026 01/31/2031 BWC Unlimited with TAP 73686 AXON EVIDENCE - STORAGE - UNLIMITED (AXON DEVICE) 75 02/01/2026 01/31/2031 BWC Unlimited with TAP 73746 AXON EVIDENCE - ECOM LICENSE - PRO 75 02/01/2026 01/31/2031 Fleet 3 Advanced 80400 AXON EVIDENCE - FLEET VEHICLE LICENSE 38 02/01/2026 01/31/2031 Fleet 3 Advanced 80401 AXON FLEET 3 - ALPR LICENSE - 1 CAMERA 38 02/01/2026 01/31/2031 Fleet 3 Advanced 80402 AXON FLEET - LICENSE - REAL-TIME LOCATION, ALERTS, & LIVESTREAM 38 02/01/2026 01/31/2031
Fleet 3 Advanced 80410 AXON EVIDENCE - STORAGE - FLEET 1 CAMERA UNLIMITED 76 02/01/2026 01/31/2031 Pro License Bundle 73683 AXON EVIDENCE - STORAGE - 10GB A LA CARTE 66 02/01/2026 01/31/2031 Pro License Bundle 73746 AXON EVIDENCE - ECOM LICENSE - PRO 22 02/01/2026 01/31/2031 A la Carte 73449 AXON BODY - LICENSE - DEVICE CONNECTIVITY 75 02/01/2026 01/31/2031 A la Carte 73478 AXON EVIDENCE - REDACTION ASSISTANT USER LICENSE 75 02/01/2026 01/31/2031 A la Carte 73618 AXON COMMUNITY REQUEST 75 02/01/2026 01/31/2031 A la Carte 73682 AXON EVIDENCE - AUTO TAGGING LICENSE 75 02/01/2026 01/31/2031 A la Carte 73739 AXON PERFORMANCE - LICENSE 75 02/01/2026 01/31/2031 A la Carte 85760 AXON AUTO-TRANSCRIBE - UNLIMITED SERVICE 75 02/01/2026 01/31/2031 Services
Bundle Item Description QTY
Fleet 3 Advanced 100738 AXON FLEET 3 - SIM INSERTION - VZW 4FF 38 Fleet 3 Advanced 73391 AXON FLEET 3 - DEPLOYMENT PER VEHICLE - NOT OVERSIZED 38 A la Carte 101422 AXON FUSUS - PSO - HARDWARE DEPLOYMENT 5 A la Carte 11642 AXON INVESTIGATE - THIRD PARTY VIDEO SUPPORT 75 326

Services
Bundle Item Description QTY
A la Carte 79999 AXON EVIDENCE - IMPLEMENTATION FOR AUTO TAGGING/PERFORMANCE 1 A la Carte 85055 AXON BODY - PSO - FULL SERVICE 1
Warranties
Bundle Item Description QTY Estimated Start Date Estimated End Date A la Carte 101424 AXON FUSUS - CORE - EXTENDED WARRANTY 9 02/01/2026 01/31/2031 BWC Unlimited with TAP 80464 AXON BODY - TAP WARRANTY - CAMERA 2 01/01/2027 01/31/2031 BWC Unlimited with TAP 80464 AXON BODY - TAP WARRANTY - CAMERA 75 01/01/2027 01/31/2031 BWC Unlimited with TAP 80465 AXON BODY - TAP WARRANTY - MULTI BAY DOCK 10 01/01/2027 01/31/2031 Fleet 3 Advanced 80379 AXON SIGNAL - EXT WARRANTY - SIGNAL UNIT 38 01/01/2027 01/31/2031 Fleet 3 Advanced 80495 AXON FLEET 3 - EXT WARRANTY - 2 CAMERA KIT 38 01/01/2027 01/31/2031 Fleet 3 Advanced 80495 AXON FLEET 3 - EXT WARRANTY - 2 CAMERA KIT 1 01/01/2027 01/31/2031 A la Carte 101424 AXON FUSUS - CORE - EXTENDED WARRANTY 2 01/01/2027 01/31/2031 A la Carte 101424 AXON FUSUS - CORE - EXTENDED WARRANTY 2 01/01/2027 01/31/2031 A la Carte 101424 AXON FUSUS - CORE - EXTENDED WARRANTY 1 01/01/2027 01/31/2031 327

Shipping Locations
Location Number Street City State Zip Country
1 4080 Rocklin Rd Rocklin CA 95677-2722 USA
Payment Details
Jan 2026
Invoice Plan Item Description Qty Subtotal Tax Total
Year 1 101390 AXON FUSUS - CORE - ELITE 2.0 44TB HDD 2 $0.00 $0.00 $0.00 Year 1 101391 AXON FUSUS - CORE - ELITE AI 2.0 44TB HDD 2 $0.00 $0.00 $0.00 Year 1 101408 AXON FUSUS - CORE - CAD 1 $0.00 $0.00 $0.00 Year 1 101422 AXON FUSUS - PSO - HARDWARE DEPLOYMENT 5 $0.00 $0.00 $0.00 Year 1 101424 AXON FUSUS - CORE - EXTENDED WARRANTY 2 $0.00 $0.00 $0.00 Year 1 101424 AXON FUSUS - CORE - EXTENDED WARRANTY 2 $0.00 $0.00 $0.00 Year 1 101424 AXON FUSUS - CORE - EXTENDED WARRANTY 9 $0.00 $0.00 $0.00 Year 1 101424 AXON FUSUS - CORE - EXTENDED WARRANTY 1 $0.00 $0.00 $0.00 Year 1 11642 AXON INVESTIGATE - THIRD PARTY VIDEO SUPPORT 75 $5,859.00 $0.00 $5,859.00 Year 1 73449 AXON BODY - LICENSE - DEVICE CONNECTIVITY 75 $2,926.80 $0.00 $2,926.80 Year 1 73478 AXON EVIDENCE - REDACTION ASSISTANT USER LICENSE 75 $5,859.00 $0.00 $5,859.00 Year 1 73618 AXON COMMUNITY REQUEST 75 $5,859.00 $0.00 $5,859.00 Year 1 73682 AXON EVIDENCE - AUTO TAGGING LICENSE 75 $5,859.00 $0.00 $5,859.00 Year 1 73739 AXON PERFORMANCE - LICENSE 75 $5,859.00 $0.00 $5,859.00 Year 1 79999 AXON EVIDENCE - IMPLEMENTATION FOR AUTO TAGGING/PERFORMANCE 1 $360.00 $0.00 $360.00 Year 1 85055 AXON BODY - PSO - FULL SERVICE 1 $4,800.00 $0.00 $4,800.00 Year 1 85760 AXON AUTO-TRANSCRIBE - UNLIMITED SERVICE 75 $12,187.80 $0.00 $12,187.80 Year 1 BWCUwTAP BWC Unlimited with TAP 75 $36,320.40 $0.00 $36,320.40 Year 1 Fleet3A Fleet 3 Advanced 38 $43,034.56 $210.41 $43,244.97 Year 1 H00001 AB4 Camera Bundle 75 $0.00 $0.00 $0.00
Year 1 H00002 AB4 Multi Bay Dock Bundle 10 $52.68 $3.82 $56.50 Year 1 ProLicense Pro License Bundle 22 $7,722.00 $0.00 $7,722.00 Year 1 S00017 AXON FUSUS PRO BUNDLE 75 $0.00 $0.00 $0.00 Total $136,699.24 $214.23 $136,913.47
Feb 2026
Invoice Plan Item Description Qty Subtotal Tax Total
Invoice Upon Fulfillment S00017 AXON FUSUS PRO BUNDLE 75 $0.00 $0.00 $0.00 Total $0.00 $0.00 $0.00
Jan 2027
Invoice Plan Item Description Qty Subtotal Tax Total
Year 2 101390 AXON FUSUS - CORE - ELITE 2.0 44TB HDD 2 $0.00 $0.00 $0.00 Year 2 101391 AXON FUSUS - CORE - ELITE AI 2.0 44TB HDD 2 $0.00 $0.00 $0.00 Year 2 101408 AXON FUSUS - CORE - CAD 1 $0.00 $0.00 $0.00 Year 2 101422 AXON FUSUS - PSO - HARDWARE DEPLOYMENT 5 $0.00 $0.00 $0.00 Year 2 101424 AXON FUSUS - CORE - EXTENDED WARRANTY 2 $0.00 $0.00 $0.00 Year 2 101424 AXON FUSUS - CORE - EXTENDED WARRANTY 9 $0.00 $0.00 $0.00 Year 2 101424 AXON FUSUS - CORE - EXTENDED WARRANTY 1 $0.00 $0.00 $0.00 328

Jan 2027
Invoice Plan Item Description Qty Subtotal Tax Total
Year 2 101424 AXON FUSUS - CORE - EXTENDED WARRANTY 2 $0.00 $0.00 $0.00 Year 2 11642 AXON INVESTIGATE - THIRD PARTY VIDEO SUPPORT 75 $10,741.50 $0.00 $10,741.50 Year 2 73449 AXON BODY - LICENSE - DEVICE CONNECTIVITY 75 $5,365.80 $0.00 $5,365.80 Year 2 73478 AXON EVIDENCE - REDACTION ASSISTANT USER LICENSE 75 $10,741.50 $0.00 $10,741.50 Year 2 73618 AXON COMMUNITY REQUEST 75 $10,741.50 $0.00 $10,741.50 Year 2 73682 AXON EVIDENCE - AUTO TAGGING LICENSE 75 $10,741.50 $0.00 $10,741.50 Year 2 73739 AXON PERFORMANCE - LICENSE 75 $10,741.50 $0.00 $10,741.50 Year 2 79999 AXON EVIDENCE - IMPLEMENTATION FOR AUTO TAGGING/PERFORMANCE 1 $660.00 $0.00 $660.00 Year 2 85055 AXON BODY - PSO - FULL SERVICE 1 $8,800.00 $0.00 $8,800.00 Year 2 85760 AXON AUTO-TRANSCRIBE - UNLIMITED SERVICE 75 $22,344.30 $0.00 $22,344.30 Year 2 BWCUwTAP BWC Unlimited with TAP 75 $66,587.37 $0.00 $66,587.37 Year 2 Fleet3A Fleet 3 Advanced 38 $78,896.69 $385.74 $79,282.43 Year 2 H00001 AB4 Camera Bundle 75 $0.00 $0.00 $0.00
Year 2 H00002 AB4 Multi Bay Dock Bundle 10 $96.58 $7.00 $103.58 Year 2 ProLicense Pro License Bundle 22 $14,157.00 $0.00 $14,157.00 Year 2 S00017 AXON FUSUS PRO BUNDLE 75 $0.00 $0.00 $0.00 Total $250,615.24 $392.74 $251,007.98
Jan 2028
Invoice Plan Item Description Qty Subtotal Tax Total
Year 3 101390 AXON FUSUS - CORE - ELITE 2.0 44TB HDD 2 $0.00 $0.00 $0.00 Year 3 101391 AXON FUSUS - CORE - ELITE AI 2.0 44TB HDD 2 $0.00 $0.00 $0.00 Year 3 101408 AXON FUSUS - CORE - CAD 1 $0.00 $0.00 $0.00 Year 3 101422 AXON FUSUS - PSO - HARDWARE DEPLOYMENT 5 $0.00 $0.00 $0.00 Year 3 101424 AXON FUSUS - CORE - EXTENDED WARRANTY 2 $0.00 $0.00 $0.00 Year 3 101424 AXON FUSUS - CORE - EXTENDED WARRANTY 9 $0.00 $0.00 $0.00 Year 3 101424 AXON FUSUS - CORE - EXTENDED WARRANTY 2 $0.00 $0.00 $0.00 Year 3 101424 AXON FUSUS - CORE - EXTENDED WARRANTY 1 $0.00 $0.00 $0.00 Year 3 11642 AXON INVESTIGATE - THIRD PARTY VIDEO SUPPORT 75 $10,741.50 $0.00 $10,741.50 Year 3 73449 AXON BODY - LICENSE - DEVICE CONNECTIVITY 75 $5,365.80 $0.00 $5,365.80 Year 3 73478 AXON EVIDENCE - REDACTION ASSISTANT USER LICENSE 75 $10,741.50 $0.00 $10,741.50 Year 3 73618 AXON COMMUNITY REQUEST 75 $10,741.50 $0.00 $10,741.50 Year 3 73682 AXON EVIDENCE - AUTO TAGGING LICENSE 75 $10,741.50 $0.00 $10,741.50 Year 3 73739 AXON PERFORMANCE - LICENSE 75 $10,741.50 $0.00 $10,741.50 Year 3 79999 AXON EVIDENCE - IMPLEMENTATION FOR AUTO TAGGING/PERFORMANCE 1 $660.00 $0.00 $660.00 Year 3 85055 AXON BODY - PSO - FULL SERVICE 1 $8,800.00 $0.00 $8,800.00 Year 3 85760 AXON AUTO-TRANSCRIBE - UNLIMITED SERVICE 75 $22,344.30 $0.00 $22,344.30 Year 3 BWCUwTAP BWC Unlimited with TAP 75 $66,587.37 $0.00 $66,587.37 Year 3 Fleet3A Fleet 3 Advanced 38 $78,896.69 $385.74 $79,282.43 Year 3 H00001 AB4 Camera Bundle 75 $0.00 $0.00 $0.00
Year 3 H00002 AB4 Multi Bay Dock Bundle 10 $96.58 $7.00 $103.58 Year 3 ProLicense Pro License Bundle 22 $14,157.00 $0.00 $14,157.00 Year 3 S00017 AXON FUSUS PRO BUNDLE 75 $0.00 $0.00 $0.00 Total $250,615.24 $392.74 $251,007.98
Jan 2029
Invoice Plan Item Description Qty Subtotal Tax Total
Year 4 101390 AXON FUSUS - CORE - ELITE 2.0 44TB HDD 2 $0.00 $0.00 $0.00 Year 4 101391 AXON FUSUS - CORE - ELITE AI 2.0 44TB HDD 2 $0.00 $0.00 $0.00 Year 4 101408 AXON FUSUS - CORE - CAD 1 $0.00 $0.00 $0.00 Year 4 101422 AXON FUSUS - PSO - HARDWARE DEPLOYMENT 5 $0.00 $0.00 $0.00 329

Jan 2029
Invoice Plan Item Description Qty Subtotal Tax Total
Year 4 101424 AXON FUSUS - CORE - EXTENDED WARRANTY 9 $0.00 $0.00 $0.00 Year 4 101424 AXON FUSUS - CORE - EXTENDED WARRANTY 2 $0.00 $0.00 $0.00 Year 4 101424 AXON FUSUS - CORE - EXTENDED WARRANTY 1 $0.00 $0.00 $0.00 Year 4 101424 AXON FUSUS - CORE - EXTENDED WARRANTY 2 $0.00 $0.00 $0.00 Year 4 11642 AXON INVESTIGATE - THIRD PARTY VIDEO SUPPORT 75 $10,741.50 $0.00 $10,741.50 Year 4 73449 AXON BODY - LICENSE - DEVICE CONNECTIVITY 75 $5,365.80 $0.00 $5,365.80 Year 4 73478 AXON EVIDENCE - REDACTION ASSISTANT USER LICENSE 75 $10,741.50 $0.00 $10,741.50 Year 4 73618 AXON COMMUNITY REQUEST 75 $10,741.50 $0.00 $10,741.50 Year 4 73682 AXON EVIDENCE - AUTO TAGGING LICENSE 75 $10,741.50 $0.00 $10,741.50 Year 4 73739 AXON PERFORMANCE - LICENSE 75 $10,741.50 $0.00 $10,741.50 Year 4 79999 AXON EVIDENCE - IMPLEMENTATION FOR AUTO TAGGING/PERFORMANCE 1 $660.00 $0.00 $660.00 Year 4 85055 AXON BODY - PSO - FULL SERVICE 1 $8,800.00 $0.00 $8,800.00 Year 4 85760 AXON AUTO-TRANSCRIBE - UNLIMITED SERVICE 75 $22,344.30 $0.00 $22,344.30 Year 4 BWCUwTAP BWC Unlimited with TAP 75 $66,587.37 $0.00 $66,587.37 Year 4 Fleet3A Fleet 3 Advanced 38 $78,896.69 $385.74 $79,282.43 Year 4 H00001 AB4 Camera Bundle 75 $0.00 $0.00 $0.00
Year 4 H00002 AB4 Multi Bay Dock Bundle 10 $96.58 $7.00 $103.58 Year 4 ProLicense Pro License Bundle 22 $14,157.00 $0.00 $14,157.00 Year 4 S00017 AXON FUSUS PRO BUNDLE 75 $0.00 $0.00 $0.00 Total $250,615.24 $392.74 $251,007.98
Jan 2030
Invoice Plan Item Description Qty Subtotal Tax Total
Year 5 101390 AXON FUSUS - CORE - ELITE 2.0 44TB HDD 2 $0.00 $0.00 $0.00 Year 5 101391 AXON FUSUS - CORE - ELITE AI 2.0 44TB HDD 2 $0.00 $0.00 $0.00 Year 5 101408 AXON FUSUS - CORE - CAD 1 $0.00 $0.00 $0.00 Year 5 101422 AXON FUSUS - PSO - HARDWARE DEPLOYMENT 5 $0.00 $0.00 $0.00 Year 5 101424 AXON FUSUS - CORE - EXTENDED WARRANTY 9 $0.00 $0.00 $0.00 Year 5 101424 AXON FUSUS - CORE - EXTENDED WARRANTY 2 $0.00 $0.00 $0.00 Year 5 101424 AXON FUSUS - CORE - EXTENDED WARRANTY 2 $0.00 $0.00 $0.00 Year 5 101424 AXON FUSUS - CORE - EXTENDED WARRANTY 1 $0.00 $0.00 $0.00 Year 5 11642 AXON INVESTIGATE - THIRD PARTY VIDEO SUPPORT 75 $10,741.50 $0.00 $10,741.50 Year 5 73449 AXON BODY - LICENSE - DEVICE CONNECTIVITY 75 $5,365.80 $0.00 $5,365.80 Year 5 73478 AXON EVIDENCE - REDACTION ASSISTANT USER LICENSE 75 $10,741.50 $0.00 $10,741.50 Year 5 73618 AXON COMMUNITY REQUEST 75 $10,741.50 $0.00 $10,741.50 Year 5 73682 AXON EVIDENCE - AUTO TAGGING LICENSE 75 $10,741.50 $0.00 $10,741.50 Year 5 73739 AXON PERFORMANCE - LICENSE 75 $10,741.50 $0.00 $10,741.50 Year 5 79999 AXON EVIDENCE - IMPLEMENTATION FOR AUTO TAGGING/PERFORMANCE 1 $660.00 $0.00 $660.00 Year 5 85055 AXON BODY - PSO - FULL SERVICE 1 $8,800.00 $0.00 $8,800.00 Year 5 85760 AXON AUTO-TRANSCRIBE - UNLIMITED SERVICE 75 $22,344.30 $0.00 $22,344.30 Year 5 BWCUwTAP BWC Unlimited with TAP 75 $66,587.37 $0.00 $66,587.37 Year 5 Fleet3A Fleet 3 Advanced 38 $78,896.69 $385.76 $79,282.45 Year 5 H00001 AB4 Camera Bundle 75 $0.00 $0.00 $0.00
Year 5 H00002 AB4 Multi Bay Dock Bundle 10 $96.58 $7.01 $103.59 Year 5 ProLicense Pro License Bundle 22 $14,157.00 $0.00 $14,157.00 Year 5 S00017 AXON FUSUS PRO BUNDLE 75 $0.00 $0.00 $0.00 Total $250,615.24 $392.77 $251,008.01

330

Tax is estimated based on rates applicable at date of quote and subject to change at time of invoicing. If a tax exemption certificate should be applied, please submit prior to invoicing.

Standard Terms and Conditions
Axon Enterprise Inc. Sales Terms and Conditions
Axon Master Services and Purchasing Agreement:

This Quote is limited to and conditional upon your acceptance of the provisions set forth herein and Axon’s Master Services and Purchasing Agreement (posted at https://www.axon.com/sales-terms-and-conditions), as well as the attached Statement of Work (SOW) for Axon Fleet and/or Axon Interview Room purchase, if applicable. In the event you and Axon have entered into a prior agreement to govern all future purchases, that agreement shall govern to the extent it includes the products and services being purchased and does not conflict with the Axon Customer Experience Improvement Program Appendix as described below.

ACEIP:

The Axon Customer Experience Improvement Program Appendix, which includes the sharing of de-identified segments of Agency Content with Axon to develop new products and improve your product experience (posted at www.axon.com/legal/sales-terms-and-conditions), is incorporated herein by reference. By signing below, you agree to the terms of the Axon Customer Experience Improvement Program.

Acceptance of Terms:

Any purchase order issued in response to this Quote is subject solely to the above referenced terms and conditions. By signing below, you represent that you are lawfully able to enter into contracts. If you are signing on behalf of an entity (including but not limited to the company, municipality, or government agency for whom you work), you represent to Axon that you have legal authority to bind that entity. If you do not have this authority, please do not sign this Quote. 331

\s1\ \d1\
Signature Date Signed
8/28/2025

332
1 FLEET STATEMENT OF WORK BETWEEN AXON ENTERPRISE AND AGENCY Introduction
This Statement of Work (“SOW”) has been made and entered into by and between Axon Enterprise, Inc. (“AXON”), and Rocklin Police Department - CA the (“AGENCY”) for the purchase of the Axon Fleet in-car video solution (“FLEET”) and its supporting information, services and training. (AXON Technical Project Manager/The AXON installer)
Purpose and Intent
AGENCY states, and AXON understands and agrees, that Agency’s purpose and intent for entering into this SOW is for the AGENCY to obtain from AXON deliverables, which used solely in conjunction with AGENCY’s existing systems and equipment, which AGENCY specifically agrees to purchase or provide pursuant to the terms of this SOW.

This SOW contains the entire agreement between the parties. There are no promises, agreements, conditions, inducements, warranties or understandings, written or oral, expressed or implied, between the parties, other than as set forth or referenced in the SOW.

Acceptance
Upon completion of the services outlined in this SOW, AGENCY will be provided a professional services acceptance form (“Acceptance Form”). AGENCY will sign the Acceptance Form acknowledging that services have been completed in substantial conformance with this SOW and the Agreement. If AGENCY reasonably believes AXON did not complete the professional services in conformance with this SOW, AGENCY must notify AXON in writing of the specific reasons within seven (7) calendar days from delivery of the Acceptance Form. AXON will remedy the issues to conform with this SOW and re-present the Acceptance Form for signature. If AXON does not receive the signed Acceptance Form or written notification of the reasons for rejection within 7 calendar days of the delivery of the Acceptance Form, AGENCY will be deemed to have accepted the services in accordance to this SOW.

Force Majeure
333
2 Neither party hereto shall be liable for delays or failure to perform with respect to this SOW due to causes beyond the party’s reasonable control and not avoidable by diligence.

Schedule Change
Each party shall notify the other as soon as possible regarding any changes to agreed upon dates and times of Axon Fleet in-car Solution installation to be performed pursuant of this Statement of Work.

Axon Fleet Deliverables
Typically, within (30) days of receiving this fully executed SOW, an AXON Technical Project Manager will deliver to AGENCY’s primary point of contact via electronic media, controlled documentation, guides, instructions and videos followed by available dates for the initial project review and customer readiness validation. Unless otherwise agreed upon by AXON, AGENCY may print and reproduce said documents for use by its employees only.

Security Clearance and Access
Upon AGENCY’s request, AXON will provide the AGENCY a list of AXON employees, agents, installers or representatives which require access to the AGENCY’s facilities in order to perform Work pursuant of this Statement of Work. AXON will ensure that each employee, agent or representative has been informed or and consented to a criminal background investigation by AGENCY for the purposes of being allowed access to AGENCY‘s facilities. AGENCY is responsible for providing AXON with all required instructions and documentation accompanying the security background check’s requirements.

Training
AXON will provide training applicable to Axon Evidence, Cradlepoint NetCloud Manager and Axon Fleet application in a train-the-trainer style method unless otherwise agreed upon between the AGENCY and AXON.

Local Computer
334
3 AGNECY is responsible for providing a mobile data computer (MDC) with the same software, hardware, and configuration that AGENCY personnel will use with the AXON system being installed. AGENCY is responsible for making certain that any and all security settings (port openings, firewall settings, antivirus software, virtual private network, routing, etc.) are made prior to the installation, configuration and testing of the aforementioned deliverables.

Network
AGENCY is responsible for making certain that any and all network(s) route traffic to appropriate endpoints and AXON is not liable for network breach, data interception, or loss of data due to misconfigured firewall settings or virus infection, except to the extent that such virus or infection is caused, in whole or in part, by defects in the deliverables.

Cradlepoint Router
When applicable, AGENCY must provide AXON Installers with temporary administrative access to Cradlepoint’s NetCloud Manager to the extent necessary to perform Work pursuant of this Statement of Work.

Evidence.com
AGENCY must provide AXON Installers with temporary administrative access to Axon Evidence.com to the extent necessary to perform Work pursuant of this SOW.

Wireless Upload System
If purchased by the AGENCY, on such dates and times mutually agreed upon by the parties, AXON will install and configure into AGENCY’s existing network a wireless network infrastructure as identified in the AGENCY’s binding quote based on conditions of the sale.

VEHICLE INSTALLATION
Preparedness
335
4 On such dates and times mutually agreed upon by the parties, the AGENCY will deliver all vehicles to an AXON Installer less weapons and items of evidence.

Vehicle(s) will be deemed ‘out of service’ to the extent necessary to perform Work pursuant of this SOW.

Existing Mobile Video Camera System Removal
On such dates and times mutually agreed upon by the parties, the AGENCY will deliver all vehicles to an AXON Installer which will remove from said vehicles all components of the existing mobile video camera system unless otherwise agreed upon by the AGENCY.

Major components will be salvaged by the AXON Installer for auction by the AGENCY. Wires and cables are not considered expendable and will not be salvaged. Salvaged components will be placed in a designated area by the AGENCY within close proximity of the vehicle in an accessible work space.

Prior to removing the existing mobile video camera systems, it is both the responsibility of the AGENCY and the AXON Installer to test the vehicle’s systems’ operation to identify and operate, documenting any existing component or system failures and in detail, identify which components of the existing mobile video camera system will be removed by the AXON Installer.

In-Car Hardware/Software Delivery and Installation
On such dates and times mutually agreed upon by the parties, the AGENCY will deliver all vehicles to an AXON Installer, who will install and configure in each vehicle in accordance with the specifications detailed in the system’s installation manual and its relevant addendum(s). Applicable in-car hardware will be installed and configured as defined and validated by the AGENCY during the pre-deployment discovery process.

If a specified vehicle is unavailable on the date and time agreed upon by the parties, AGENCY will provide a similar vehicle for the installation process. Delays due to a vehicle, or substitute vehicle, not being available at agreed upon dates and times may results in additional fees to the AGENCY. If the AXON Installer determines that a vehicle is not properly prepared for installation (“Not Fleet Ready”), such as a battery not being properly charged or properly up-fit for in-service, field operations, the issue shall be reported immediately to the AGENCY for resolution and a date and time for the future installation shall be agreed upon by the parties.
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5 Upon completion of installation and configuration, AXON will systematically test all installed and configured in-car hardware and software to ensure that ALL functions of the hardware and software are fully operational and that any deficiencies are corrected unless otherwise agreed upon by the AGENCY, installation, configuration, test and the correct of any deficiencies will be completed in each vehicle accepted for installation.

Prior to installing the Axon Fleet camera systems, it is both the responsibility of the AGENCY and the AXON Installer to test the vehicle’s existing systems’ operation to identify, document any existing component or vehicle systems’ failures. Prior to any vehicle up-fitting the AXON Installer will introduce the system’s components, basic functions, integrations and systems overview along with reference to AXON approved, AGENCY manuals, guides, portals and videos. It is both the responsibility of the AGENCY and the AXON Installer to agree on placement of each components, the antenna(s), integration recording trigger sources and customer preferred power, ground and ignition sources prior to permanent or temporary installation of an Axon Fleet camera solution in each vehicle type.

Agreed placement will be documented by the AXON Installer.

AXON welcomes up to 5 persons per system operation training session per day, and unless otherwise agreed upon by the AGENCY, the first vehicle will be used for an installation training demonstration. The second vehicle will be used for an assisted installation training demonstration. The installation training session is customary to any AXON Fleet installation service regardless of who performs the continued Axon Fleet system installations. 337
6 The customary training session does not ‘certify’ a non-AXON Installer, customer-employed Installer or customer 3rd party Installer, since the AXON Fleet products does not offer an Installer certification program. Any work performed by non-AXON Installer, customer-employed Installer or customer 3rd party Installer is not warrantied by AXON, and AXON is not liable for any damage to the vehicle and its existing systems and AXON Fleet hardware. 338

Axon Enterprise, Inc. Axon Sole Source Letter Version 50 Page 1

To: United States state, local, and municipal public safety agencies Re: Sole Source Letter for Axon Enterprise, Inc.’s Axon brand products and Axon Evidence (Evidence.com) Digital Evidence Management Solutions1 A sole source justification exists because the following goods and services required to satisfy the agency’s needs are only manufactured and available for purchase from Axon Enterprise.

Axon Digital Evidence Solution Description
Axon Body 4 Video Camera (DVR)
• Improved, 160-degree field of view
• Upgraded sensor provides sharper, more detailed images • 13-hour battery, even when using Axon Respond real-time services • Bi-directional communications with Watch Me button allows wearers to request that a supervisor watch their livestream and provide guidance. (Requires Axon Respond) • Configurable automatic activation capabilities
• Option of 4:3 or 16:9 aspect ratio
• Multiple mounting options available for a variety of needs, uniforms, and use cases • Real-time support allows supervisor or dispatcher to view user locations on live maps, receive alerts, and view live streams. (Requires Axon Respond location services)
• Video Recall allows for recovery of footage up to 18 hours prior in the event a camera was not activated
• Fast-charge cable (20 percent in 30 minutes) with magnetic disconnect • Optional point-of-view (Flex POV) camera module
• Up to 120-second buffering period to record footage before pressing the record button
• Simplified registration
Axon Body 3 Video Camera (DVR)
• Improved video quality with reduced motion blur and better low-light performance • Multi-mic audio—four built-in microphones
• Wireless upload option
• Gunshot detection and alerts
• Streaming audio and video capability (requires the Axon Respond operations platform)
• “Find my camera” feature
• Verbal transcription with Axon Records
• End-to-end encryption
• Twelve-hour battery
• Up to 120-second buffering period to record footage before pressing record button

1 Axon is also the sole developer and offeror of the Axon Evidence (Evidence.com) data management services. Axon Evidence is both a division of Axon and a data management product solution offered by Axon. Axon Evidence is not a separate corporate entity. 339

Axon Enterprise, Inc. Axon Sole Source Letter Version 50 Page 2 Axon Flex 2 Video Camera
• Video playback on mobile devices in the field via Bluetooth pairing • Retina Low Light capability sensitive to less than 0.1 lux • Audio tones to alert user of usage
• Low SD, high SD, low HD, and high HD resolution (customizable by the agency) • Up to 120-second buffering period to record footage before pressing record button • Multiple mounting options using magnetic attachment: head, collar, shoulder, helmet, ball cap, car dash, and Oakley sunglass mounts available • 120-degree diagonal field of view camera lens, 102-degree horizontal field of view, and 55-degree vertical field of view
Axon Flex 2 Controller
• 12+ hours of battery operation per shift (even in recording mode) • LED lights to show current battery level and operating mode • Haptic notification available
• Tactical beveled button design for use in pocket
• Compatible with Axon Signal technology
Axon Air System
• Purpose-built solution for law enforcement UAV programs • Supported applications on iOS and Android
• Automated tracking of pilot, aircraft, and flight logs • Unlimited Storage of UAV data in Axon Evidence (Evidence.com) • In application ingestion of data in Axon Evidence (Evidence.com) • Axon Respond integration for live streaming and situational awareness Axon Body 2 Video Camera
• Video playback on mobile devices in the field via Bluetooth pairing • Retina Low Light capability sensitive to less than 1 lux • Audio tones and haptic (vibration) notification to alert user of usage • Audio mute during event option
• Wi-Fi capability
• High, medium, and low quality recording available (customizable by the agency) • Up to 2-minute buffering period to record footage before pressing record button • Multiple mounting options using holster attachment: shirt, vest, belt, and dash mounts available
• 12+ hours of battery operation per shift (even in recording mode) • LED lights to show current battery level and operating mode • 143-degree lens
• Includes Axon Signal technology
Axon Fleet 3 Camera
• High-definition Dual-View Camera with panoramic field of view, 12x zoom, and AI processing for automatic license plate reader (ALPR)
• High-definition Interior Camera with infrared illumination for back seat view in complete darkness
• Wireless Mic and Charging Base for capturing audio when outside of vehicle • Fleet Hub with connectivity, global navigation satellite system (GNSS), secure solid- 340

Axon Enterprise, Inc. Axon Sole Source Letter Version 50 Page 3 state storage, and Signal inputs
• Automatic transition from Buffering to Event mode with configurable Signals • Video Recall records last 24 hours of each camera in case camera not activated for an event
• Intuitive mobile data terminal app, Axon Dashboard, for controlling system, reviewing video, quick tagging, and more
• Ability to efficiently categorize, play back and share all video and audio alongside other digital files on Evidence.com
• Multi-cam playback, for reviewing up to four videos, including body-worn and in-car footage, at the same time
• Fully integrated with Evidence.com services and Axon devices • Automatic time synchronization with all Axon Fleet and other Axon on-officer cameras allows for multi-camera playback on Evidence.com. • Prioritized upload to Evidence.com of critical event videos via 4G/LTE • Wireless alerts from the TASER energy weapon Signal Performance Power Magazine (SPPM) and Signal Side Arm (SSA).
• Best-in-class install times, wireless updates and quick remote troubleshooting • Optional Axon Respond live stream, alerts, and location updates for situational awareness
• Optional Axon ALPR hotlist alerts, plate read retention, and investigative search Axon Fleet 2 Camera
• Fully integrated with Axon Evidence services and Axon devices • Automatic time synchronization with other Axon Fleet and Axon on-officer cameras allows for multi-camera playback on Axon Evidence.
• Immediate upload to Axon Evidence of critical event videos via 4G/LTE • Wireless alerts from the TASER energy weapon Signal Performance Power Magazine (SPPM).
• Automatic transition from BUFFERING to EVENT mode in an emergency vehicle equipped with the Axon Signal Unit
• Decentralized system architecture without a central digital video recorder (DVR). • Cameras that function independently and communicate wirelessly with the computer in the vehicle (MDT, MDC, MDU) for reviewing, tagging and uploading video. • Wireless record alert based on Bluetooth communication from Axon Signal Vehicle when a configured input is enabled (e.g. emergency light, siren, weapon rack, etc.). • Receives alerts from Axon Signal Sidearm.
• Plug-And-Play design allowing for cameras to be easily replaced and upgraded. • Ability for an unlimited number of agency vehicles recording in the same vicinity with an Axon Fleet system to be automatically associated with one another when reviewing video in the video management platform. This feature is also supported across body cameras.

Axon Signal Vehicle Unit
• Communications device that can be installed in emergency vehicles. • With emergency vehicle light bar activation, or other activation triggers, the Axon Signal Unit sends a signal. Upon processing the signal, an Axon system equipped with Axon Signal technology transitions from the BUFFERING to EVENT mode. 341

Axon Enterprise, Inc. Axon Sole Source Letter Version 50 Page 4 Axon Signal Performance Power Magazine (SPPM)
• Battery pack for the TASER X2 and X26P conducted electrical weapons • Shifting the safety switch from the down (SAFE) to the up (ARMED) positions sends a signal from the SPPM. Upon processing the signal, an Axon system equipped with Axon Signal technology transitions from the BUFFERING to EVENT mode. Axon Signal technology only works with Axon cameras.

Axon Signal Sidearm Sensor
• Can be installed on common duty holsters
• Drawing a service handgun from the holster sends a signal from the Axon Signal Sidearm sensor. Upon processing the signal, an Axon system equipped with Axon Signal technology transitions from the BUFFERING to EVENT mode.

Axon Interview Solution
• High-definition cameras and microphones for interview rooms • Covert or overt camera installations
• Touch-screen user interface
• Motion-based activation
• Up to 7-minute pre- and post-event buffering period
• Full hardware and software integration
• Upload to Axon Evidence services
• Interview room files can be managed under the same case umbrella as files from Axon on-officer cameras and Axon Fleet cameras; i.e., Axon video of an arrest and interview room video are managed as part of the same case in Axon Evidence • Dual integration of on-officer camera and interview room camera with Axon Evidence digital evidence solution
Axon Signal Technology
• Sends a broadcast of status that compatible devices recognize when certain status changes are detected
• Only compatible with TASER energy weapons and other Axon products Axon Dock
• Automated docking station uploads to Axon Evidence services through Internet connection
• No computer necessary for secure upload to Axon Evidence • Charges and uploads simultaneously
• The Axon Dock is tested and certified by TUV Rheinland to be in compliance with UL 60950-1: 2007 R10.14 and CAN/ CSA-C22.2 N0.60950-l-07+Al:2011+A2:2014 Information Technology Equipment safety standards.

Axon Evidence Digital Evidence Management System
• Software as a Service (SaaS) delivery model that allows agencies to manage and share digital evidence without local storage infrastructure or software needed • SaaS model reduces security and administration by local IT staff: no local installation required
• Automatic, timely security upgrades and enhancements deployed to application without the need for any local IT staff involvement
• Securely share digital evidence with other agencies or prosecutors without creating 342

Axon Enterprise, Inc. Axon Sole Source Letter Version 50 Page 5 copies or requiring the data to leave your agency’s domain of control • Controlled access to evidence based on pre-defined roles and permissions and pre- defined individuals
• Password authentication includes customizable security parameters: customizable password complexity, IP-based access restrictions, and multi-factor authentication support
• Automated category-based evidence retention policies assists with efficient database management
• Deleted files are sent to a deletion que for 7 days, to help prevent unintentional deletion
• Stores and supports all major digital file types: .mpeg, .doc, .pdf, .jpeg, etc. • Requires NO proprietary file formats
• Ability to upload files directly from the computer to Axon Evidence via an Internet browser
• Data Security: Robust Transport Layer Security (TLS) implementation for data in transit and 256-bit AES encryption for data in storage
• Security Testing: Independent security firms perform in-depth security and penetration testing
• Reliability: Fault- and disaster-tolerant infrastructure in at least 4 redundant data centers in both the East and West regions of the United States • Chain-of-Custody: Audit logs automatically track all system and user activity. These logs cannot be edited or deleted, even by account administrators and IT staff • Protection: With no on-site application, critical evidence stored in Axon Evidence is protected from local malware that may penetrate agency infrastructure • Stability: Axon Enterprise is a publicly traded company with stable finances and funding, reducing concerns of loss of application support or commercial viability • Application and data protected by a CJIS and ISO 27001 compliant information security program
• Dedicated information security department that protects Axon Evidence and data with security monitoring, centralized event log analysis and correlation, advanced threat and intrusion protection, and incident response capabilities • Easily redact videos utilizing Redaction Studio within the system. With the optional Redaction Assistant add-on, leverage additional features that includes automated assistants of heads, license plates, and screens
Axon Evidence for Prosecutors
• All the benefits of the standard Axon Evidence services • Ability to share information during the discovery process • Standard licenses available for free to prosecutors working with agencies already using Axon Evidence services
• Unlimited storage for data collected by Axon cameras and Axon Capture Axon Justice
• Productivity tool for prosecutors and defense attorneys • Streamlined evidence management
• Purpose-built user interface based on prosecutors’ and public defenders’ workflow.

Optimizes evidence collection, management and review functionalities, and disclosure capabilities
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Axon Enterprise, Inc. Axon Sole Source Letter Version 50 Page 6 • Unlimited AI transcription of playable video and audio files • Native image and PDF redaction software
• Ability to natively play a wide variety of 3rd party video codecs (CCTV) and extract file into an MP4
• Ability to obtain evidence directly from members of the community via secure web link
• Ability to collect digital evidence from LEAs not using axon products today via a trusted user or an ingestion portal
• Unlimited storage and data collected and shared by Axon partner agencies via Axon Evidence (Evidence.com)
• Available unlimited 3rd party data source storage plan • Pro Licenses – all users have access to pro license features, including the Redaction Studio, Transcription Assistant, and Multi-Cam, and Reporting functionalities • Transcription is Unlimited and automatic (i.e. all videos ingested into Axon Justice Premier are automatically transcribed)
• Discovery module designed to optimize all aspects of discovery management • Chain of custody reports with extensive audit trail
• Free sharing with partners
• Customer-defined data retention policies
Axon Capture Application
• Free app for iOS and Android mobile devices
• Allows users to capture videos, audio recordings, and photos and upload these files to their Axon Evidence account from the field
• Allows adding metadata to these files, such as: Category, Title, Case ID, and GPS data
Axon Evidence Local Services
• On-premises data management platform
• Chain of custody reports with extensive audit trail
• Automated workflows, access control, storage, and retention • Compatible with multiple file formats
Axon View Application
• Free app for iOS and Android mobile devices
• Allows user to view the camera feed from a paired Axon Body, Axon Body 2, Axon Flex, or Axon Flex 2 camera in real-time
• Allows for playback of videos stored on a paired Axon Body, Axon Body 2, Axon Body 3, Axon Body 4, Axon Flex, or Axon Flex 2 system
• Allows adding meta-data to videos, such as: Category, Title, Case ID, and GPS data Axon App
• Free application (app) for iOS and Android mobile devices • Allows user access to key features of Axon Evidence, Axon Records, Axon Standards on the go
• Manage evidence missing ID & categories. Create and submit reports • Initiate Community Requests
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Axon Enterprise, Inc. Axon Sole Source Letter Version 50 Page 7 Axon Records
• Continuously improving automated report writing by leveraging AI and ML on officer recorded video, and audio from BWC, In-Car, Mobile App (Axon Capture), or other digital media
• Collaborative report writing through instantly synced workspaces allowing officers to delegate information gathering on scene
• Detectives can begin their investigations, and records clerks can update information exchanges on things like missing people or stolen property as a draft report exists • Close integration with Axon Evidence sharing allows fast, efficient, digital, and secure sharing of records and cases to DAs and Prosecutors
• Robust APIs allow data to be easily ingested and pushed out to other systems— preventing data silos
• In-context search of master indexes (people, vehicles, locations, charges)— promoting efficient report writing through prefilling of existing data, which promotes clean and deduped data in the system
• Quick views for users to track calls for service and reports in draft, ready for review, kicked back for further information, or submitted to Records for archiving. • Federal and State IBRS fields are captured and validated—ensuring the officer knows what fields to fill and what information needs to be captured • Intuitive validation ensures officers know what information to submit without being burdened by understanding the mapping of NIBRS to state or local crime codes • Ability to create custom forms and add custom fields to incident reports—allowing your agency to gather the information you find valuable • Software as a Service (SaaS) delivery model that allows agencies to write, manage, and share digital incident reports without local storage infrastructure or software needed
• SaaS model reduces security and administration by local IT staff: no local installation required
• Automatic, timely security upgrades and enhancements deployed to application without the need for any local IT staff involvement
• Controlled access based on pre-defined users, groups, and permissions • Chain-of-Custody: Audit logs automatically track all system and user activity. These logs cannot be edited or deleted, even by account administrators and IT staff Axon Standards
• Internal affairs case management and use of force and professional standards reporting
• Can be deployed with and used alongside Axon Records, while ensuring Use-of- Force data remains safely silo’ed and permissioned
• Deep integration with Axon Evidence for efficient, digital, and secure sharing of records and cases
• Customizable information display, including custom forms • Customizable workflows and user groups
• Automated alerts
• Data Store allowing custom summary reports and integration into 3rd-party analytic tools.
• Workflow analytics to provide SLA on throughputs
• Integration with the TASER 7 and TASER 10 energy weapons for automatically 345

Axon Enterprise, Inc. Axon Sole Source Letter Version 50 Page 8 pulling firing logs (alpha)
Axon Professional Services
• Dedicated implementation team
• Project management and deployment best practices aid
• Training and train-the-trainer sessions
• Integration services with other systems
Axon Auto-Transcribe
• Transcribes audio to text, producing a time-synchronized transcript of incidents • Allows searches for keywords (e.g., names, and addresses) • Embedded time stamps when critical details were said and events occurred • Produce transcripts in substantially less time than with manual methods • Pull direct quotes and witness statements directly into reports Axon Support Engineer:
• Dedicated Axon Regional/Resident Support Engineer Services • Quarterly onsite visits
• Solution and Process Guidance custom to your agency
• White-Glove RMA and TAP (if applicable) Service for devices • Monthly Product Usage Analysis
• Resident Support Engineer also includes onsite product maintenance, troubleshooting, and beta testing assistance
Axon Fusus
• Integration with Axon Fusus for Axon Fleet cameras and body cameras for location and/or live streaming.
• Integration with Axon Signal Sidearm, TASER 7 and TASER 10 energy weapons for enhanced situational awareness.
• Integration with Axon Air, Skydio, and Dedrone systems. • SaaS model reduces security and administration by local IT staff: no local installation • Robust API and SDK allows data to be easily ingested and pushed out to other systems -- preventing data silos. Technology agnostic platform enables integration of a vast array of third-party technologies as required by the agency. • Complete leveraging of Axon Evidence (Evidence.com) sharing to allow fast, efficient, digital and secure sharing of data to DAs and Prosecutors. • Future versions/enhancements included with minimal down time and no need to purchase an upgrade to the latest version.
• Native integration with Axon Records.
• Reliability: Fault – and disaster – tolerant infrastructure in at least four redundant data centers in both the East and West regions of the United States. • Security Testing: Independent security firms perform in- depth security and penetration testing.
• Automatic, timely security upgrades and enhancements deployed to application without the need for any local IT staff involvement.

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Axon Enterprise, Inc. Axon Sole Source Letter Version 50 Page 9 Axon Investigate
• Video analysis software
• Compatible with video from cell phones, on-officer cameras, in-car camera systems, social media, and other sources
• Oriented to investigators and prosecutors
• Integration with Axon Evidence services
• Automatically identify video file codecs, formats, hash values, and other metadata • Automatically determine the required codec necessary to play a wide variety of video formats
• Play forwards/backwards and fast forward through almost any video file • Scrub forwards/backwards through almost any video file • Mark and auto export an unlimited number of tagged video frames • Create subclips from any readable media
• Batch transcode files to standard file formats (including uncompressed, lossless h.264, wmv, and more)
• Add filters to transcode workflow (including resize, deinterlace, pad, crop, blur, concatenate, etc.)
• Provide enhancement capabilities, such as stabilization, brightness adjustments, and frame averaging
• Produce dynamic frame analysis spreadsheets to xml documents • Validate results compared with hexadecimal analysis tools • Build and share workflows with other users
• Transcode files directly to Avid Media Composer projects • Identify duplicate files in any folder based on md5 hash • Produce detailed written reports via interactive PDF with embedded video and image content within iNPUT-ACE
• Extract I-frames
• Decimate
• Canvas Editor (picture-in-picture)
• Add raw FFmpeg arguments
• Perform four types of macroblock analysis
o 4x4 prediction removed
o 8x8 prediction removed
o Color coded block types
o Quantization parameter evaluation
• Offered iNPUT-ACE Software (from Axon Enterprise)
• Variable frame rate (VFR) lightboard designed to accurately calculate time and vehicle speed from any video surveillance camera. This feature is designed to eliminate common errors that might occur during calculations based on frame rate. • Camera match overlay tool that provides margin of error reports based on scanner, calibration, and resolution accuracy (e.g., a margin of error of +0.5 feet) for data collected from footage.

Draft One
• AI-powered report-writing assistant
• Audio from Axon body-worn camera (BWC) footage is uploaded over long-term evolution (LTE) and transcribed automatically so report drafts are available within five minutes of an incident ending, without having to dock camera (this feature requires 347

Axon Enterprise, Inc. Axon Sole Source Letter Version 50 Page 10 Axon Respond+)
• Create a single narrative from one or more body-worn camera recordings • Supports audio from multiple devices, including 3rd party devices (anything that's playable on Axon Evidence)
• Integrates with Axon Records, allowing you to insert narratives into your report • Multiple safeguards in place to ensure officers proofread and sign off on reports • Security: all data processed in CJIS GovCloud environment (in US) • Compatible with any 3rd-party RMS system
• No statistically significant levels of racial bias towards suspect's race • Ability to include header and footer language to note when Draft One was used on a given report
• Ability to specify which incident types and level of charges can be used with Draft One
• Ability to warn or block users if they don't edit a certain percentage of words before submitting
Axon Customer Support
• Online and email-based support available 24/7
• Human phone-based support available Monday–Friday 7:00 AM–5:00 PM MST; support is located in Scottsdale, AZ, USA
• Library of webinars available 24/7
• Remote-location troubleshooting

Axon Brand Model Numbers

1. Axon Body 4 Cameras:
• Axon Body 4 Camera Model: 100147
• Axon Body 4 Flex POV Module Model: 100200

2. Axon Body 3 Camera Model: 73202

3. Axon Flex 2 Cameras:
• Axon Flex 2 Camera (online) Model: 11528
• Axon Flex 2 Camera (offline) Model: 11529

4. Axon Flex 2 Controller Model: 11532

5. Axon Flex 2 USB Sync Cable Model: 11534

6. Axon Flex 2 Coiled Cable, Straight to Right Angle, 48″ (1.2 m)

7. Axon Flex 2 Camera Mounts:
• Oakley Flak Jacket Kit Model: 11544
• Collar Mount Model: 11545

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Axon Enterprise, Inc. Axon Sole Source Letter Version 50 Page 11 • Oakley Clip Model: 11554
• Epaulette Mount Model: 11546
• Ballcap Mount Model: 11547
• Ballistic Vest Mount Model: 11555

8. Universal Helmet Mount Model: 11548

9. Axon Air System with Axon Evidence (Evidence.com) 5-Year License Model: 12332

10. Axon Body 2 Camera Model: 74001

11. Axon Body 2 Camera Mounts:
• Axon RapidLock Velcro Mount Model: 74054

12. Axon Flex 2 Controller, Axon Body 2 Camera, and Axon Body 3 Camera Mounts:
• Z-Bracket, Men’s, Axon RapidLock Model: 74018
• Z-Bracket, Women’s Axon RapidLock Model: 74019
• Magnet, Flexible, Axon RapidLock Model: 74020
• Magnet, Outerwear, Axon RapidLock Model: 74021
• Small Pocket, 4″ (10.1 cm), Axon RapidLock Model: 74022 • Large Pocket, 6″ (15.2 cm), Axon RapidLock Model: 74023 • MOLLE Mount, Single, Axon RapidLock Model: 11507
• MOLLE Mount, Double, Axon RapidLock Model: 11508
• Mini MOLLE Mount, Axon RapidLock Model: 11703
• Belt Clip Mount, Axon RapidLock Model: 11509

13. Axon Fleet Camera
• Axon Fleet 2 Front Camera: 71079
• Axon Fleet 2 Front Camera Mount: 71080
• Axon Fleet 2 Rear Camera: 71081
• Axon Fleet 2 Rear Camera Controller: 71082
• Axon Fleet 2 Rear Camera Controller Mount: 71083
• Axon Fleet Battery System: 74024
• Axon Fleet Bluetooth Dongle: 74027
• Axon Fleet 3 Dual View Camera: 72000
• Axon Fleet 3 Interior Camera: 72037
• Axon Fleet Hub: 72010

14. Axon Signal Unit Model: 70112

15. Axon Dock Models:
• Axon Dock – Individual Bay and Core for Axon Flex 2
• Axon Dock – 6-Bay and Core for Axon Flex 2
• Individual Bay for Axon Flex 2 Model: 11538
• Core (compatible with all Individual Bays and 6-Bays) Model: 70027 • Wall Mount Bracket Assembly for Axon Dock: 70033
• Axon Dock – Individual Bay and Core for Axon Body 2 and Axon Fleet Model 74009 • Axon Dock – 6-Bay and Core for Axon Body 2 and Axon Fleet Model 74008 • Individual Bay for Axon Body 2 and Axon Fleet Model: 74011 349

Axon Enterprise, Inc. Axon Sole Source Letter Version 50 Page 12 • Axon Dock – 1-Bay for Axon Body 3 Model: 71104
• Axon Dock – 8-Bay for Axon Body 3 Model: 74210
• Axon Dock – Individual Bay for Axon Body 4 Model: 100201 • Axon Dock – Multi-Bay for Axon Body 4 Model: 100206

16. Axon Signal Performance Power Magazine (SPPM) Model: 70116

17. Axon Investigate Standard Seat License Package, 1-Year Renewal Model: 8025 Axon Product Packages

1. Officer Safety Plan 10: Includes a TASER 10 energy weapon, the TASER 10 standard certification bundle (including the Axon VR TASER Skills Package), Axon body camera unlimited Axon Evidence (Evidence.com), Axon Evidence Pro Command Staff Pro license (1 per 100 users), Axon Signal Sidearm, Axon Body Device Connectivity, 100 gigabytes (GB) – Third-party (3P) storage, Axon Standards, and Fusus Plus.

2. Officer Safety Plan 10 Plus (Officer Safety Plan 10+): Includes a TASER 10 energy weapon, the TASER 10 certification pro bundle, Axon body camera, unlimited Axon Evidence (Evidence.com), Axon Evidence Pro Command Staff Pro license (1 per 100 users), Axon Signal Sidearm, Axon Body Device Connectivity, 100 gigabytes (GB) – 3P storage, Axon Standards, Channel Services (one integration), Auto-Tagging, Auto Tagging PSO, Axon Redaction Assistant, 3P video and Axon Investigate Pro, 3P video and Axon Investigate Pro training (up to 15 sworn personnel per package), Axon Performance, Axon Community Request, Axon VR Full VR Package, Axon Records (must have over 100 sworn personnel), Fusus Pro (Fusus Plus included), Fusus Pro PSO, Dedrone counter UAS sensors, unlimited 3P storage, My90, My90 PSO, , Dedrone Beyond long range solution, and three Drone as First Responder (DFR) Dock systems’ hardware, software, and extended warranty.

3. Officer Safety Plan 10 Premium: Includes a TASER 10 energy weapon, the TASER 10 certification pro bundle, Axon body camera, unlimited Axon Evidence (Evidence.com), Axon Evidence Pro Command Staff Pro license (1 per 100 users), Axon Signal Sidearm, Axon Body Device Connectivity, 100 gigabytes (GB) – 3P storage, Axon Standards, Channel Services (one integration), Auto-Tagging, Auto Tagging PSO, Axon Redaction Assistant, 3P video and Axon Investigate Pro, 3P video and Axon Investigate Pro training (up to 15 sworn personnel per package), Axon Performance, Axon Community Request, Axon VR Full VR Package Axon Records (must have over 100 sworn personnel), Fusus Pro+ (Fusus Plus included), Fusus Pro+ PSO, Dedrone counter UAS sensors, unlimited 3P storage, My90, My90 PSO, Dedrone Beyond long range solution and three Drone as First Responder (DFR) Dock systems’ hardware, software, and extended warranty.

4. Axon AI Era: Unlimited Axon Auto-Transcribe, Draft One, Real-Time Translation, Policy Chat, Axon Evidence Translation, unlimited Smart Detection, Attribute Search, Smart Capture, Brief One, Form One, and Axon AI Assistant.

5. TASER 10 Basic: Pays for the TASER 10 program in installments over 5 years including the energy weapon, battery, holster, dock, and core, TASER Axon Evidence license, TASER Research Evaluation and Data Program (TREND), 10 cartridges, live duty

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Axon Enterprise, Inc. Axon Sole Source Letter Version 50 Page 13 magazine, and Axon Academy and Training on demand (this includes Master Instructor vouchers and Instructor vouchers). This plan includes warranties for the energy weapon and battery.

6. TASER 10 Certification Standard: Pays for TASER 10 program in installments over 5 years the energy weapon, battery, holster, dock, and core, TASER Axon Evidence license, TASER Research Evaluation and Data Program (TREND), 15 cartridges, live duty magazine, live duty cartridge replacement program, three training magazines per target, 7 HALT cartridges in the first year, 5 HALT cartridges per year for each of the following 4 years, and 4 HALT magazines per HALT suit. One HALT suit is provided per 50 TASER 10 energy weapons purchased, and one HALT professional target and frame is provided per 75 energy weapons sold. The bundle also includes Master Instructor course vouchers, TASER Instructor course vouchers, Axon Academy and Training on demand (this includes Master Instructor vouchers and Instructor vouchers), and the Axon VR TASER Skills Package. This plan includes warranties for the energy weapon and battery, and a 5-year warranty for the battery. A 10-year warranty dock and core warranty is available with a 10-year plan.

7. TASER 10 Certification Pro: Pays for TASER 10 program in installments over 5 years the energy weapon, battery, holster, dock, and core, TASER Axon Evidence license, TASER Research Evaluation and Data Program (TREND), 20 cartridges up front, outyear live cartridges, live duty magazine, live duty cartridge replacement program, three training magazines per target, 10 HALT cartridges up front, 12 outyear HALT cartridges, 4 HALT magazines per HALT suit. One HALT suit is provided per 50 TASER 10 energy weapons purchased, and one HALT professional target and frame is provided per 75 energy weapons sold. The bundle also includes Master Instructor course vouchers, TASER Instructor course vouchers, Axon Academy and Training on demand (this includes Master Instructor vouchers and Instructor vouchers), and the Axon VR Full VR Package.

This plan includes warranties for the energy weapon and battery, and a 5-year warranty for the battery. A 10-year dock and core warranty is available with a 10-year plan.

8. Officer Safety Plan 10+ for Small/Midsize Agency (0–100): Includes a TASER 10 energy weapon, Axon Body Worn Camera, TASER 10 certification pro bundle (including the Axon VR TASER Skills Package), unlimited Axon Evidence services, Axon Evidence Pro with command staff access (one license per 100 sworn personnel), Axon Signal Sidearm, Axon Body Device Connectivity, Fusus Plus, Axon Standards, 100 gigabytes (GM) of third-party storage, Channel Services (one migration of the agency’s choosing), auto-tagging, Axon Redaction Assistant, third-party video and Axon Investigate Pro (with training for one out of 15 sworn personnel), Axon Performance, Axon Community Request (in the certifications bundle).

9. Officer Safety Plan 10 Premium for small/mid Agency (0–100): Includes a TASER 10 energy weapon, Axon Body Worn Camera, TASER 10 certification pro bundle, unlimited Axon Evidence services, Axon Evidence Pro with command staff access (one license per 100 sworn personnel), Axon Signal Sidearm, Axon Body Device Connectivity, Fusus Plus, Axon Standards, unlimited third-party storage, Channel Services (one migration of the agency’s choosing), auto-tagging, Axon Redaction Assistant, third-party video and Axon Investigate Pro (with training for one out of 15 sworn personnel), Axon 351

Axon Enterprise, Inc. Axon Sole Source Letter Version 50 Page 14 Performance, Axon Community Request (in the certifications bundle), Axon VR Full VR Package, My90, and Fusus Pro+ and professional services organization (PSO).

10. Officer Safety Plan 7: Includes a TASER 7 energy weapon, the TASER 7 certification bundle, Axon body worn camera, unlimited Axon Evidence, Axon Evidence Pro Command Staff Pro license (1 per 100 users), Axon Signal Sidearm, Axon Body Device Connectivity, 100 gigabytes (GB) – 3P storage, Axon Standards, and Fusus Plus.

11. Officer Safety Plan 7 Plus (Officer Safety Plan 7+): Includes a TASER 7 energy weapon, the TASER 7 certification bundle, Axon Body Worn Camera, unlimited Axon Evidence, Axon Evidence Pro Command Staff Pro license (1 per 100 users), Axon Signal Sidearm, Axon Body Device Connectivity, 100 gigabytes (GB) – 3P storage, Axon Standards, Fusus Plus, Channel Services (one integration), Auto-Tagging, Auto Tagging PSO, Axon Redaction Assistant, 3P video and Axon Investigate Pro, 3P video and Axon Investigate Pro training (up to 15 sworn personnel per package), Axon Performance, Axon Community Request, Axon VR Full VR Package, Axon Records (must have over 100 sworn personnel), Fusus Pro+, Fusus Pro+ Streams, Fusus Pro+ PSO, Dedrone counter UAS sensors.

12. Officer Safety Plan 7 Premium: Includes a TASER 7 energy weapon, the TASER 7 certification bundle, Axon Body Worn Camera, unlimited Axon Evidence, Axon Evidence Pro Command Staff Pro license (1 per 100 users), Axon Signal Sidearm, Axon Body Device Connectivity, 100 gigabytes (GB) – 3P storage, Axon Standards, Fusus Plus, Channel Services (one integration), Auto-Tagging, Auto Tagging PSO, Axon Redaction Assistant, 3P video and Axon Investigate Pro, 3P video and Axon Investigate Pro training (up to 15 sworn personnel per package), Axon Performance, Axon Community Request, Axon VR Full VR Package, Axon Records (must have over 100 sworn personnel), Fusus Pro+, Fusus Pro+ Streams, Fusus Pro+ PSO, Dedrone counter UAS sensors, unlimited 3P storage, My90, My90 PSO, and Drone as First Responder (DFR) Dock Pro.

13. Officer Safety Plan 7+ for Small/Midsize Agency: Includes the TASER 7 energy weapon, Axon Body Worn Camera, TASER 7 certification bundle, unlimited Axon Evidence services, Axon Evidence Pro with command staff access (one license per 100 sworn personnel), Axon Signal Sidearm, Axon Body Device Connectivity, Fusus Plus, Axon Standards, 100 gigabytes (GB) of third-party storage, Channel Services (one integration into Axon Evidence), Auto Tagging (+deployment), Axon Redaction Assistant, third-party video and Axon Investigate Pro (with training for one person per every 15 sworn personnel), Axon Performance, Axon Community Request, and Axon VR Full VR Package .

14. Officer Safety Plan 7 Premium for Small/Midsize Agency: Includes the TASER 7 energy weapon, Axon Body Worn Camera, TASER 7 certification bundle, unlimited Axon Evidence services, Axon Evidence Pro with command staff access (one license per 100 sworn personnel), Axon Signal Sidearm, Axon Device Connectivity, Fusus Plus, Axon Standards, unlimited 3P storage, Channel Services (one integration into Axon Evidence), Auto Tagging (+deployment), Axon Redaction Assistant, third-party video and Axon Investigate Pro (with training for one person per every 15 sworn personnel), Axon Performance, Axon Community Request, Axon VR Full VR Package , My90, and Fusus Pro+ and professional services organization (PSO).
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15. Unlimited: Axon Body Worn Camera, unlimited Axon Evidence, Axon Evidence Pro Command Staff Pro license (1 per 100 users), Axon Signal Sidearm, Axon Body Device Connectivity, 100 gigabytes (GB) – 3P storage, Axon Standards, and Fusus Plus.

16. Unlimited+: Axon Body Worn Camera, unlimited Axon Evidence, Axon Evidence Pro Command Staff Pro license (1 per 100 users), Axon Signal Sidearm, Axon Body Device Connectivity), 100 gigabytes (GB) – 3P storage, Axon Standards, Fusus Plus, Channel Services (one integration), Auto-Tagging, Auto Tagging PSO, Axon Redaction Assistant, 3P video and Axon Investigate Pro, 3P video and Axon Investigate Pro training (up to 15 sworn personnel per package), Axon Performance, Axon Community Request, Axon VR Full VR Package, Axon Records (must have over 100 sworn personnel), Fusus Pro+, Fusus Pro+ Streams, Fusus Pro+ PSO, Dedrone counter UAS sensors.

17. Unlimited Premium: Axon Body Worn Camera, unlimited Axon Evidence, Axon Evidence Pro Command Staff Pro license (1 per 100 users), Axon Signal Sidearm, Axon Body Device Connectivity, 100 gigabytes (GB) – 3P storage, Axon Standards, Fusus Plus, Channel Services (one integration), Auto-Tagging, Auto Tagging PSO, Axon Redaction Assistant, 3P video and Axon Investigate Pro, 3P video and Axon Investigate Pro training (up to 15 sworn personnel per package), Axon Performance, Axon Community Request, Axon VR Full VR Package, Axon Records (must have over 100 sworn personnel), Fusus Pro+, Fusus Pro+ Streams, Fusus Pro+ PSO, Dedrone counter UAS sensors, unlimited 3P storage, My90, My90 PSO, and Drone as First Responder (DFR) Dock Pro.

18. Axon VR TASER Skills Package: This bundle is sold with one license per 50 sworn personnel. The bundle includes a VR headset (with accompanying warranty and Technology Assurance Plan (TAP)), a TASER VR controller (with accompanying warranty and TAP), TASER VR controller holster, and a tactical bag. Software includes TASER Arena and Simulator Training, which includes TASER Range Skills and TASER 10 Validation.2

19. Axon VR Full VR Package: This bundle is sold with one license per 25 sworn personnel.

The bundle includes a VR headset (with accompanying warranty and Technology Assurance Plan (TAP), a TASER VR controller (with accompanying warranty and TAP), TASER VR controller holster, a Handgun Controller (with accompanying warranty and TAP), a Tablet (with accompanying warranty and TAP), a tablet case, and a tactical bag, and a TASER VR controller holster. Software includes Community Engagement Training (CET), Virtual Reality Based Training Live Action, TASER Arena, and Simulator Training.

Simulator Training includes TASER Range Skills, Firearm Range Skills, TASER 10 Validation, Virtual Reality Based Training and a tablet application for the trainer.

Upcoming modules include AI Verbal Skills Training and Close Quarters Clearance, scheduled for Q3 and Q4 2025 respectively. The bundle includes a VR headset, headset warranty, headset TAP, tablet, tablet case, tablet warranty, TASER controller, TASER controller holster, TASER controller TAP, handgun controller, handgun controller warranty, tactical carry bag, TASER Arena, Simulator (TASER Range Skills and TASER 10 VR Validation), Simulator (handgun Firearm Range Skills), Simulator (vRBT),

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Axon Enterprise, Inc. Axon Sole Source Letter Version 50 Page 16 Simulator (Tablet App training), vRBT Live Action, community engagement training CET, and AI Verbal Skills Training (scheduled for Q3 of 2025).

20. TASER 7 Certification: TASER 7 energy weapon, battery pack, and holster, with warranties for the energy weapon and battery pack. The bundle also includes a TASER Weapons Dock and core, with a 5-year warranty (a 10-year warranty is optional). Also included are an Axon Evidence license, 10 cartridges upfront, four cartridges outyear (year 3), live duty cartridge replacement program, four upfront HALT cartridges upfront, four outyear cartridge (year 3), a HALT suit, HALT professional target and frame, Master Instructor course vouchers, TASER Instructor course vouchers, and Axon Academy and Training on demand (this includes Master Instructor vouchers and Instructor vouchers).

21. Fusus Basic (Tier 0) Axon Fusus Map Interface, Push Notifications and Alerts, Axon Evidence (Transfer Digital Evidence to Evidence.com Case), Team Chat, Telestration (Graphic Markup on Map Screenshot), Dashboards (Operational, Analytics, Alerts), Incident Management Markup on Real-Time Map, and iOS & Android Mobile Apps.

22. Fusus Plus (Tier 1) Axon Fusus Map Interface, Push Notifications and Alerts, Axon Evidence (Transfer Digital Evidence to Evidence.com Case), Team Chat, Telestration (Graphic Markup on Map Screenshot), Dashboards (Operational, Analytics, Alerts), Incident Management Markup on Real-Time Map, and iOS & Android Mobile Apps, livestreaming, bidirectional communications, and Watch Me (with the Axon Body 4 or newer cameras)..

23. Fusus Pro (Tier 2): Access to the Axon Fusus map, with body worn camera locations appearing on the map. Real-time alerts, priority evidence upload (PEU), remote computer-aided dispatch (CAD)-based camera activation and automatic offload via Wi-Fi in addition to live locations on the Fusus map, and livestreaming on the Fusus map. If the agency has purchased livestreaming for body cameras, Axon Fleet cameras, or drones, those livestreams will be viewable on the Fusus map. Fusus Pro also includes CCTV streams, most Fusus functionality, including Registry and Connect, and CAD integration and CAD core.34

24. Fusus Pro+ (Tier 3): Access to the Axon Fusus map, with body worn camera locations appearing on the map. Real-time alerts, priority evidence upload (PEU), remote computer-aided dispatch (CAD)-based camera activation and automatic offload via Wi-Fi in addition to live locations on the Fusus map, and livestreaming on the Fusus map. If the agency has purchased livestreaming for body cameras, Axon Fleet cameras, or drones, those livestreams will be viewable on the Fusus map. Fusus Pro also includes CCTV streams, most Fusus functionality, including Registry and Connect, and CAD integration and CAD core.3 Fusus Pro+ offers approximately 50 percent more CCTV and core hardware allowance than Fusus Pro, along with Tips, Notify, and RMS integration.4

25. Fusus Pro, CCTV only, no Axon BWCs: Fusus Pro for customers who do not have Axon Body Worn Cameras.

26. TASER 7 Certification with Virtual Reality (VR): Pays for the TASER 7 program in

3 Axon Evidence third-party storage limits apply to the Fusus Vault. 4 An optional CCTV-only bundle is available for customers not using Axon cameras. 354

Axon Enterprise, Inc. Axon Sole Source Letter Version 50 Page 17 installments over 5 years including access to Axon Evidence for energy weapon program management, annual training cartridges, unlimited duty cartridges, online training content, and Axon VR Full VR Package.

27. Axon Justice Basic: Pro license with API access, discovery workflows (with Axon Justice user interface), and Axon Investigate Pro (including 3PV playback).

28. Axon Justice Premier: Pro license with API access, discovery workflows (with Axon Justice user interface), and Axon Investigate Pro (including 3PV playback), unlimited 3P storage, Redaction Assistant, and unlimited auto-transcription.

29. Axon Justice Premier+: Pro license with API access, discovery workflows (with Axon Justice user interface), and Axon Investigate Pro (including 3PV playback), Redaction Assistant, unlimited auto-transcription, unlimited 3P storage, translation, Policy Chat, and Brief One.

30. Body worn camera (BWC) Rescue: Axon Body Worn Camera, BWC TAP refresh, Axon Dock TAP refresh, and warranty for the camera and dock.

31. Fire/EMS Axon Fleet: Dual-view Camera, interior and Exterior Cameras, Axon Fleet Hub, Axon Signal Vehicle Unit, Cradlepoint router kit (R980), extended warranty, installation, GeoTab on-board diagnostics (OBD) dongle and hardware, Axon Fleet 3 Vehicle License, Cradlepoint Netcloud License, has Fleet Unlimited Storage, Axon Respond license, and GeoTab license.

32. Axon Fleet Basic: Dual-view Camera, Interior Camera, Axon Fleet Hub, Axon Signal Vehicle Unit, Cradlepoint router kit (R980), extended warranty, installation, Axon Fleet warranty, storage, Axon Fleet 3 Vehicle License, real-time alerts, Cradlepoint Netcloud License, and Fleet Unlimited Storage.

33. Axon Fleet Basic + TAP: Dual-view Camera, Interior Camera, Axon Fleet Hub, Axon Signal Vehicle Unit, Cradlepoint router kit (R980), extended warranty, TAP upgrade at five years, installation, Axon Fleet 3 Vehicle License, real-time alerts, Cradlepoint Netcloud license, and Fleet Unlimited Storage.

34. Axon Fleet Advanced: Dual-view Camera, Interior Camera, Axon Fleet Hub, Axon Signal Vehicle Unit, Cradlepoint router kit (R980), extended warranty, TAP upgrade at five years, installation, Axon Fleet 3 Vehicle License, Cradlepoint Netcloud license, Fleet Unlimited Storage, ALPR license, and real-time alerts, locations and livestreaming license.

35. Axon Fleet Advanced with Geotab: Dual-view Camera, Interior Camera, Axon Fleet Hub, Axon Signal Vehicle Unit, Cradlepoint router kit (R980), extended warranty, TAP upgrade at five years, installation, Geotab ODB dongle and hardware, Axon Fleet 3 Vehicle License, Cradlepoint Netcloud license, Fleet Unlimited Storage, ALPR license, real-time alerts, locations and livestreaming license, and Geotab software license.

36. Axon Fleet Advanced with ZOLL: Dual-view Camera, Interior Camera, Axon Fleet Hub, Axon Signal Vehicle Unit, Cradlepoint router kit (R980), extended warranty, TAP upgrade at five years, installation, ZOLL defibrillator, Axon Fleet 3 Vehicle License, Cradlepoint 355

Axon Enterprise, Inc. Axon Sole Source Letter Version 50 Page 18 Netcloud license, and Fleet Unlimited Storage.5

37. Axon Interview Room Essential: Cameras and mounts,6 microphone, 5-year warranty, installation, server and client software licenses, unlimited storage for interview videos in Axon Evidence, and a basic Axon Evidence License.7

38. Axon Interview Room Standard: Cameras and mounts, microphone, 5-year warranty, installation, a power over ethernet (PoE) switch, a touch panel and mounts, two lite servers, server and client software licenses, unlimited storage for interview videos in Axon Evidence, and a basic Axon Evidence License.7

39. Axon Air Basic Patrol: Axon Air, Axon Evidence pilot data license and professional implementation (services), Skydio Basic Patrol software kit (includes Skydio data storage, media sync, fleet manager, Skydio Connect 5G, and multi-viewer live streaming), Skydio X10 Patrol hardware kit (Skydio X10 Ready Kit, Skydio NightSense, Skydio Spotlight, Skydio Speaker).

40. Drone as First Responder (DFR) Patrol: Axon Air, Axon Evidence pilot data license and professional implementation (services), Skydio DFR Command license (includes Skydio Crosshair Coordinates, Data Storage, Media Sync, Fleet Manager, Remote Ops, Skydio Connect 5G), Skydio X10 Patrol hardware kit (includes Skydio X10 Ready Kit, Skydio NightSense, Skydio Spotlight, Skydio Speaker), Skydio Care 3-year extended warranty, Skydio X10 In-Person Training.

41. Drone as First Responder (DFR) Dock: Axon Air, Axon Evidence pilot data license and professional implementation (services), Skydio DFR Command license (includes Skydio Crosshair Coordinates, Data Storage, Media Sync, Fleet Manager, Remote Ops, Skydio Connect 5G), Skydio Dock for X10 DFR Kit (Skydio X10 dock bundle, Skydio NightSense, Skydio Spotlight, Skydio Speaker), Skydio Care 3-year extended warranty, Skydio dock maintenance plan, and Skydio dock in-person deployment and training.

42. Drone as First Responder (DFR) Dock Pro: Three Axon Air, Axon Evidence pilot data licenses and one professional implementation (services), three Skydio DFR Command licenses (includes Skydio Crosshair Coordinates, Data Storage, Media Sync, Fleet Manager, Remote Ops, Skydio Connect 5G), three Skydio Dock for X10 DFR Kits (Skydio X10 dock bundle, Skydio NightSense, Skydio Spotlight, Skydio Speaker), three Skydio Care 3-year extended warranties, three Skydio dock maintenance plans, Skydio dock in-person deployment and training, Dedrone Beyond Long Range DFR hardware kit, Dedrone Tracker Long Range AI DFR software, Dedrone Long Range four-year warranty, three Dedrone Long Range Radar software, and two Dedrone install service days.

5 Additional ZOLL products available for purchase are the ZOLL AED 3, ZOLL Compact Trauma Kit, ZOLL AED Puls, and the ZOLL Comprehensive Trauma Kit.
6 Axon Interview Room is available with 1- and 2-camera bundles. 7 With the Essential bundle, a power over ethernet (PoE) switch, a touch panel and mounts, and two lite servers are available as options.
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SOLE AUTHORIZED DISTRIBUTOR FOR

AXON BRAND PRODUCTS

SOLE AUTHORIZED REPAIR FACILITY

FOR AXON BRAND PRODUCTS
Axon Enterprise, Inc.
17800 N. 85th Street, Scottsdale, AZ 85255
Phone: 480-905-2000 or 800-978-2737
Fax: 480-991-0791
Axon Enterprise, Inc.
17800 N. 85th Street, Scottsdale, AZ 85255
Phone: 480-905-2000 or 800-978-2737
Fax: 480-991-0791

Please contact your local Axon sales representative or call us at 1-800-978-2737 with any questions.

Sincerely,

Josh Isner
President
Axon Enterprise, Inc.

Non-Axon trademarks are property of their respective owners. a, c, Axon, Axon Body, Axon Evidence, Axon Fleet, Axon Flex, Axon Interview, Axon Records, Axon Respond, Axon Signal, Axon Standards, Draft One, X2, X26P, TASER 7, TASER 10, and TASER are trademarks of Axon Enterprise, Inc., some of which are registered in the US and other countries. For more information, visit www.axon.com/legal. All rights reserved. © 2025 Axon Enterprise, Inc. 357
City Council
Staff Report

Subject:

Community Facilities District No. 10 (Whitney Ranch) Refunding Series 2015 and 2019 Special Tax Bonds
Date:

September 23, 2025
Submitted By:

Megan Bressem, Management Analyst
Daniel Choe, Administrative Services Deputy Director
Department:

Administrative Services - Finance
Recommendation:

Adopt a Resolution of the City Council of the City of Rocklin Authorizing the Issuance of 2025
Special Tax Bonds and Directing Related Actions to Refund the Whitney Ranch Community Facilities District No. 10 2015 and 2019 Bond Issuances.

Background:

On March 22, 2005, the City Council adopted Resolution No. 2005-81, forming Community Facilities District No. 10 (CFD 10) to fund infrastructure for the development of Whitney Ranch. Subsequently, Resolution No. 2005-84 authorized up to $60 million in bonds. It was anticipated the bonds would be issued in phases to help fund the phases of Whitney Ranch infrastructure development. A development agreement for Whitney Ranch was also approved during this same timeframe along with a Reimbursement/Acquisition Agreement.

In 2005, the City issued $25 million in CFD 10 bonds to fund Phase One of Whitney Ranch backbone infrastructure. In 2015, the City issued $27.09 million in CFD 10 bonds to refund the 2005 bonds and provide $6.3 million in new bond proceeds in order to fund construction of additional backbone infrastructure within Whitney Ranch Phase Two. In 2019, the City issued $16 million in CFD 10 bonds to fund construction of additional backbone infrastructure within Whitney Ranch. Most recently, in 2022, the City issued $13.6 million in CFD 10 bonds to fund construction of additional backbone infrastructure within Whitney Ranch.

The bonds issued in 2015 and 2019 are now eligible to be refinanced without a prepayment penalty. Given current interest rates, the City can realize interest cost savings by refinancing the outstanding amount of these bond issues through the issuance of 2025 CFD 10 bonds. A portion of the cash flow savings is achieved by releasing the cash funded debt service reserve fund and using a reserve surety (insurance policy) to facilitate a debt service reserve fund for the refinancing bonds. It is estimated that the 2025 CFD 10 bonds will carry a 14-year term and provide for approximately $375,000 in new project fund proceeds from the release of cash funded debt service reserve funds for the City to acquire certain facilities in Whitney Ranch.

After issuance of the 2025 bonds, there will remain approximately $2 million of bond Item Number D1.

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authorization that can be utilized in the future for public improvements. It is anticipated that the refunding of the 2015 Bonds and 2019 Bonds will generate approximately $1.56 million in net present value savings, or 4.8% of refunded par, to homeowners within the special district.

When a CFD is formed, a “Rate and Method of Apportionment of Special Tax” (RMA) is created. The RMA sets a per-parcel maximum special tax with an annual inflation factor and establishes the last year the special taxes may be levied. The RMA for CFD 10 provides that the annual maximum special tax can escalate annually at a rate not to exceed 2%, and the last fiscal year to levy the special taxes is 2050/2051. Currently, CFD 10 special taxes are being levied at approximately 70% of the maximum tax and are expected to remain at that approximate level.

In addition to these maximum special tax limitations, the City adopted policies and procedures for land-secured financings, including CFDs (Resolution No. 2005-112). Within this policy, it is required that, for residential property, the maximum annual debt service for the expected financing, together with all other charges collected or to be collected on the annual tax bill for each developed parcel, shall not exceed two percent (2%) of such parcel’s assessed value.

Currently homes in CFD 10 have an estimated median combined tax levy for all purposes of under 1.8% of assessed valuation.

In accordance with Government Code Section 5852.1, the following information has been obtained and disclosed to the City Council prior to the issuance of the bonds:

(i) the estimated true interest cost of the bonds (being the rate necessary to discount the amounts payable on the respective principal and interest payment dates to the purchase price received for the bonds) is 4.0%,
(ii) the estimated finance charge of the bonds (being the sum of all fees and charges paid to third parties, including bond insurance and surety provider) is $733,673, (iii) the estimated proceeds of the bonds expected to be received, net of proceeds for finance charges in (ii) above to be paid from the principal amount of the bonds and any reserves or capitalized interest paid or funded with bonds is approximately $33,016,718, and (iv) the estimated total payment of the bonds (being the sum of debt service plus finance to be paid to final maturity, plus any financing costs not paid from proceeds of the 2025 CFD 10 bonds) is $40,126,425.

This information is based on good-faith estimates provided by the financing team with market conditions as of August 20, 2025.

Staff recommends the City Council adopt a resolution authorizing the issuance of the 2025 special tax bonds to refund the 2015 and 2019 bond issuances for the purposes of realizing savings to homeowners, reimbursing the developer for outstanding improvement costs, and releasing and replacing the reserve funds with a surety bond. Adopting the resolution (Attachment 1), will allow for related actions that are necessary to complete the financial transaction, including the approval of the Preliminary Official Statement of the 2025 bonds (Attachment 2), the Supplemental Agreement No. 3 to Fiscal Agent Agreement (Attachment 3), and the Bond Purchase Agreement (Attachment 4).

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Fiscal Impact:

There is no direct fiscal impact to the General Fund from the staff recommendation. Refunding the 2015 and 2019 Series special tax bond issuances will result in approximately $1.56 million in net present value savings to homeowners within the special district.

ATTACHMENTS:

1. Resolution

2. Preliminary Official Statement

3. Supplemental Agreement No. 3 to Fiscal Agent Agreement

4. Bond Purchase Agreement
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Resolution No. 2025- September 23, 2025 Page 1 of 4
RESOLUTION NO. 2025-

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROCKLIN
AUTHORIZING THE ISSUANCE OF 2025 SPECIAL TAX BONDS

AND DIRECTING RELATED ACTIONS TO REFUND
THE WHITNEY RANCH COMMUNITY FACILITIES DISTRICT NO. 10
2015 AND 2019 BOND ISSUANCES

WHEREAS, the City Council has conducted proceedings under the Mello -Roos Community Facilities Act of 1982, Chapter 2.5, commencing at Section 53311, of Part 1 of Division 2 of Title 5 of the California Government Code (the “Act”) to establish Community Facilities District No. 10 (Whitney Ranch) (the “CFD”), to approve the levy of special taxes upon the land within the CFD and to authorize the issuance of special tax bonds to finance certain public facilities (the “Facilities”) for the CFD, all as described in those proceedings; and

WHEREAS, in 2005, the City Council authorized the issuance and sale of its City of Rocklin Community Facilities District No. 10 (Whitney Ranch) Special Tax Bonds Series 2005 (the “2005 Bonds”) to provide funds for the construction and/or acquisition of a portion of the Facilities; and

WHEREAS, in 2015, the City Council authorized the issuance and sale of its City of Rockli n Community Facilities District No. 10 (Whitney Ranch) Special Tax Bonds Series 2015 (the “2015 Bonds ”) to refinance, in full, the 2005 Bonds and to provide additional funds to finance a portion of the Facilities not financed from proceeds of the 2005 Bonds; and

WHEREAS, in 2019, the City Council authorized the issuance and sale of its City of Rocklin Community Facilities District No. 10 (Whitney Ranch) Special Tax Bonds Series 2019 (the “2019 Bonds”) to provide additional funds to finance a portion of the Facilities not financed from proceeds of the bonds previously issued; and

WHEREAS, in 2022, the City Council authorized the issuance and sale of its City of Rocklin Community Facilities District No. 10 (Whitney Ranch) Special Tax Bonds Series 2022 (the “2022 Bonds”) to provide additional funds for the construction and/or acquisition of a portion of the f acilities not financed from proceeds of bonds previously issued; and

WHEREAS, City staff has determined that interest cost savings can be achieved by refinancing the bonds issued in 2015 and 2019; and

WHEREAS, after due investigation and deliberation, th e City Council has determined that it is in the interests of the City and the CFD at this time for the City, for and on behalf of the CFD, to provide for the issuance of its City of Rocklin Community Facilities District No. 10 (Whitney Ranch) Special Tax B onds Series 2025 (the “2025 Bonds”) in the initial aggregate principal amount of not to exceed $35,000,000 (the “2025 361
Resolution No. 2025- September 23, 2025 Page 2 of 4
Bonds”), to refund the 2015 Bonds and 2019 Bonds, including release of the related cash debt service reserve funds, which generates money to be used to finance authorized facilities not financed from proceeds of the bonds previously issued and to generate savings; and

WHEREAS, the information required to be obtained and disclosed with respect to the 2025 Bonds by the City Council in accordance with Section 5852.1 of the California Government Code is set forth in the staff report accompanying this Resolution; and

WHEREAS, there have been submitted to City Council certain documents described below providing for the issuance of the 2025 Bonds and the use of the proceeds of those bonds, and City Council with the aid of its staff, has reviewed the documents and found them to be in proper order; and

WHEREAS, all conditions, things and acts required to exist, to have happened and to have been performed precedent to and in the issuance of the special tax bonds and the levy of the special taxes as contemplated by this resolution and the documents referred to herein exist, have happened and have been performed in due time, form and manner as required by the laws of the State of California, including the Act.

NOW, THEREFORE, the City Council of the City of Rocklin does resolve as follows:

Section 1. The City Council finds the above recitals are true and correct and further finds and determines that (i) it is prudent in the management and development of land in the City and the CFD to issue the 2025 Bonds, (ii) the 2025 Bonds are a continuation of the bond issuance program contemplated for the CFD , (iii) the issuance of the 2025 Bonds is substantially in compliance with the C ity’s adopted guidelines as applicable to the specific nature of th e financing, and (i v) the value of the real property within the CFD subject to the special tax, based on assessed values within the CFD , meets the minimum requirements set forth in the Act and the Fiscal Agent Agreement (defined below).

Section 2. The Act shall be the authority for the City’s proceedings for the CFD, including the issuance and sale of the 2025 Bonds.

Section 3. Pursuant to the Act, this Resolution and the Fiscal Agent Agreement (defined below), the 2025 Bonds are hereby authorized to be issued in an aggregate principal amount not to exceed $35,000,000 and subject to the conditions herein specified. The 2025 Bonds shall be issued in such series, in principal amounts and be dated and executed in the forms, be in the 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 Supplemental Agreement No. 3 to Fiscal Agent Agreement approved below.

Section 4. The Mayor, City Manager and City Treasurer (each, an “Authorized Officer”) are hereby separately authorized and directed to execute and deliver the 362
Resolution No. 2025- September 23, 2025 Page 3 of 4
documents and instruments herein specified in substantially the forms on file with the City Clerk, with such additions thereto or changes therein as are approved by the Authorized Officer or his or her designee executing the same . The approval of such additions or changes shall be conclusively evidenced by the execution and delivery of the documents and instruments herein specified by the Authorized Officer.

Section 5. The City Council hereby approves Supplemental Agreement No. 3 to Fiscal Agent Agreement, by and between the City and U.S. Bank Trust Company, National Association (the “Supplemental Agreement”), in substantially the form on file with the City Clerk, which supplements and amends the Fiscal Agent Agreement, dated as of July 1, 2015, Supplemental Agreement No. 1, dated as of May 1, 2019, and Supplemental Agreement No. 2, dated as of June 1, 2022, by and between the City and U.S. Bank Trust Company, National Association, as successor fiscal agent (collectively, the “Fiscal Agent Agreement”), with such additions thereto or changes therein as are approved by the Authorized Officer or his or her designee executing the same.

Section 6. The City Council hereby approves the Preliminary Official Statement describing the 2025 Bonds, in substantially the form on file with the City Clerk, together with any changes therein or additions thereto deemed advisable by an Authorized Officer.

Pursuant to Rule 15c2 -12 under the Securities Exchange Act of 1934 (the “Rule”) the Preliminary Official Statement is hereby deemed final and any Authorized Officer is hereby authorized and directed to provide written certification thereof. The execution of the final Official Statement, which shall include such changes and additions thereto deemed ad visable by the Authorized Officer and such information permitted to be excluded from the Preliminary Official Statement under the Rule, shall be conclusive evidence of the approval of the final Official Statement by the City.

Section 7. The City Council h ereby approves the form of Bond Purchase Agreement between the City and Piper Sandler & Co., as underwriter (the “Underwriter”), in substantially the form on file with the City and each Authorized Officer is hereby authorized and directed to execute and deliver the Bond Purchase Agreement for and on behalf of the City, with such additions thereto or changes therein as are approved by the Authorized Officer or his or her designee executing the same ; provided, that the aggregate principal amount of 2025 Bonds shall not exceed $35,000,000, the true interest cost on the 2025 Bonds shall not exceed 5.000%, and the Underwriter’s discount shall not exceed 0.973%. It is hereby determined that the sale of the 2025 Bonds to the Underwriter by negotiated sale will result in a lower, overall interest cost to the City.

Section 8. Upon the execution of the Bond Purchase Agreement, the 2025 Bonds shall be prepared, authenticated and delivered, all in accordance with the applicable terms of the Fiscal Agent Agreement and the Bond Purchase Agreement and each Authorized Officer and other responsible City officials are hereby authorized and directed to take such actions as are required under the Bond Purchase Agreement and the Fiscal Agent Agreement to complete all action s required to evidence and complete the delivery of the 2025 Bonds upon the receipt of the purchase price thereof from the Underwriter.
363
Resolution No. 2025- September 23, 2025 Page 4 of 4

Section 9. In connection with the issuance of the 2025 Bonds, the City Council hereby approves and ratifies the appointment of Urban Futures, Inc. , as municipal advisor, and Jones Hall LLP, as bond counsel and disclosure counsel.

Section 10. All actions heretofore taken by the Authorized Officers and other City officers, co nsultants and agents for the establishment of the CFD and the sale and issuance of the 2025 Bonds are hereby approved, confirmed and ratified, and the proper officers of the City are hereby authorized and directed to do any and all things and take any and all actions and execute any and all certificates, agreements, contracts, and other documents, including as needed to provide bond insurance and/or reserve fund insurance if such officer determines it beneficial, which they, or any of them, may deem necessa ry or advisable in order to consummate the lawful issuance and delivery of the 2025 Bonds and refunding of the 2015 Bonds and 2019 Bonds in accordance with this Resolution, including delivery of irrevocable refunding instructions related thereto, and any certificate, agreement, contract, and other document described in the documents herein approved.

Any document herein approved and executed and delivered by any one of the Authorized Officers shall be a valid and binding agreement of the City.

Section 11. This resolution shall take effect upon the date of its adoption.

PASSED AND ADOPTED this 23rd day of September, 2025, by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ABSTAIN: Councilmembers:

Jill Gayaldo, Mayor

ATTEST:

Avinta Singh, City Clerk

364
Jones Hall Draft of Sept. 3, 2025

PRELIMINARY OFFICIAL STATEMENT DATED SEPTEMBER ____, 2025 NEW ISSUE—BOOK-ENTRY RATINGS: Insured: S&P: “___”
Underlying: S&P: “___”

In the opinion of Jones Hall LLP, as Bond Counsel, subject, however to certain qualifications described herein, under existing law, the interest on the 2025 Bonds is excluded from gross income for federal income tax purposes and such interest is not an item of tax preference for purposes of the federal alternative minimum tax. Interest on the 2025 Bonds may be subject to the corporate alternative minimum tax. In the further opinion of Bond Counsel, such interest is exempt from California personal income taxes. See “TAX MATTERS.”
$30,000,000*

CITY OF ROCKLIN
COMMUNITY FACILITIES DISTRICT NO. 10 (WHITNEY RANCH)
SPECIAL TAX BONDS, SERIES 2025

Dated: Date of Delivery Due: September 1, as shown on inside front cover The bonds captioned above (the “2025 Bonds”), will be issued by the City of Rocklin (the “City”) by and through its Community Facilities District No. 10 (Whitney Ranch) (the “District”). The 2025 Bonds are special tax obligations of the City, authorized pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, being California Government Code Section 53311, et seq. (the “Act”), and are issued pursuant to that certain Fiscal Agent Agreement , dated as of July 1, 2015 , by and between the City and U.S. Bank Trust Company, National Association, as successor fiscal agent (the “Fiscal Agent”), as supplemented and amended including by Supplemental Agreement No. 3 to Fiscal Agent Agreement dated as of October 1, 2025 (the “Fiscal Agent Agreement”). The 2025 Bonds are issued to (i) refund, in full, special tax bonds previously issued by the City for the District in 2015 and 2019, (ii) finance the acquisition of certain public facilities authorized for the District, and (iii) pay the costs of issuing the 2025 Bonds.

The 2025 Bonds will be delivered as fully registered bonds, registered in the name of Cede & Co. as nominee of The Depository Trust Company (“DTC”), and will be available to ultimate purchasers in the denomination of $5,000 or any integral multiple thereof, under the book -entry system maintained by DTC. Interest on the 2025 Bonds is payable semiannually on March 1 and September 1, commencing March 1, 2026. Payment of principal, interest and premium, if any, on the 2025 Bonds will be made by the Fiscal Agent to DTC for subsequent disbursement to DTC participants, so long as DTC or its nominee remains the registered owner of the 2025 Bonds.

See “THE 2025 BONDS.”

The 2025 Bonds are subject to redemption prior to maturity. See “THE 2025 BONDS – Redemption.”

The 2025 Bonds are payable (on a parity basis with bonds issued by the City for the District in 2022) from a pledge of Special Tax Revenues (as defined herein) derived from Special Taxes (as defined herein) levied by the City on taxable real property within the boundaries of the District, from the proceeds of any foreclosure actions brought following a delinquency in the payment of the Special Taxes, and from amounts held in certain funds under the Fiscal Agent Agreement.

Property within the District comprises a master-planned community known as “Whitney Ranch,” which is now largely complete. The development includes a 134 -unit senior living facility and over 3,000 single family homes conveyed to individual homeowners, with additional home sales pending. See “THE DISTRICT” and “OWNERSHIP OF PROPERTY IN THE DISTRICT.”

Unpaid Special Taxes do not constitute a personal indebtedness of the owners of the parcels within the District. In the event of delinquency, proceedings may be conducted only against the parcel of re al property securing the delinquent Special Tax. There is no assurance the owners will be able to pay the Special Tax or that they will pay the Special Tax even if financially able to do so. See “SECURITY FOR THE BONDS.”

The scheduled payment of principal of and interest on the 2025 Bonds when due will be guaranteed under a municipal bond insurance policy to be issued concurrently with the delivery of the 2025 Bonds by __________ (the “Bond Insurer”). The Bond Insurer will also issue a reserve fund insurance policy concurrently with the delivery of the 2025 Bonds. See “BOND INSURANCE” and “APPENDIX G – SPECIMEN MUNICIPAL BOND INSURANCE POLICY.”

[Insurer Logo]

NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE CITY, THE COUNTY OF PLACER, THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE 2025 BONDS. THE 2025 BONDS DO NOT CONSTITUTE A DEBT OF THE CITY WITHIN THE MEANING OF ANY STATUTORY OR CONSTITUTIONAL DEBT LIMITATION. THE INFORMATION SET FORTH IN THIS OFFICIAL STATEMENT, INCLUDING INFORMATION UNDER THE HEADING “SPECIAL RISK FACTORS,” SHOULD BE READ IN ITS ENTIRETY.

This cover page contains certain information fo r general reference only. It is not a summary of all of the provisions of the 2025 Bonds.

Prospective investors must read the entire Official Statement to obtain information essential to the making of a n informed investment decision.

See “SPECIAL RISK FACTORS” herein for a discussion of the special risk factors that should be considered, in addition to the other matters and risk factors set forth herein, in evaluating the investment quality of the 2025 Bonds.

The 2025 Bonds are offered when, as and if issued, subject to approval as to their legality by Jones Hall LLP, as Bond Counsel.

Certain legal matters will also be passed on by Jones Hall LLP, as Disclosure Counsel. Certain legal matters will be passed upon for the City by the City Attorney. Stradling Yocca Carlson & Rauth LLP, is serving as counsel to the Underwriter. It is anticipated that the 2025 Bonds will be available for delivery through the facilities of DTC on or about October ___, 2025. [PIPER SANDLER LOGO]
The date of this Official Statement is ___________, 2025 _________________________
* Preliminary; subject to change.

This Preliminary Official Statement and the information contained herein are subject to completion or amendment. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
365

MATURITY SCHEDULE

$___________

CITY OF ROCKLIN
COMMUNITY FACILITIES DISTRICT NO. 10 (WHITNEY RANCH)
SPECIAL TAX BONDS, SERIES 2025

Maturity Date
(September 1)
Principal
Amount
Interest
Rate

Yield

Price
CUSIP†
(773747)

† CUSIP® is a registered trademark of the American Bankers Association. CUSIP Global Services (CGS) is managed on behalf of the American Bankers Association by FactSet Research Systems Inc. Copyright (c) 2025 CUSIP Global Services. All rights reserved.

CUSIP® data herein is provided by CUSIP Global Services. This data is not intended to create a database and does not serve in any way as a substitute for the CGS database. CUSIP® numbers are provided for conveni ence of reference only. None of the City, the Underwriter or their agents or counsel take any responsibility for the accuracy of such numbers.

366

CITY OF ROCKLIN
(PLACER COUNTY, CALIFORNIA)

CITY COUNCIL

Jill Gayaldo, Mayor
David Bass, Vice Mayor
Ken Broadway, Councilmember
Bill Halldin, Councilmember
Greg Janda, Councilmember

CITY STAFF

Aly Zimmermann, City Manager
Daniel Choe, City Treasurer
Matthew McOmber, City Attorney
Avinta Singh, City Clerk

SPECIAL SERVICES

Bond and Disclosure Counsel
Jones Hall LLP
San Mateo, California

Municipal Advisor
Urban Futures, Inc.

Walnut Creek, California

Special Tax Administrator
Willdan Financial Services
Temecula, California

Fiscal Agent
U.S. Bank Trust Company, National Association
San Francisco, California

367

TABLE OF CONTENTS
Page Page

INTRODUCTION ................................ ... 2
FINANCING PLAN ................................ . 6
General ................................ .............. 6 Estimated Sources and Uses.............. 6
Debt Service Schedules ..................... 7
THE 2025 BONDS ................................ . 8
Authority for Issuance ......................... 8
Description of the 2025 Bonds ............ 8
Redemption ................................ ...... 10
Parity Bonds ................................ ..... 12
SECURITY FOR THE BONDS ............. 13
Special Taxes ................................ ... 13
Special Tax Methodology ................. 14
Special Tax Fund .............................. 16
Delinquent Payments; Foreclosure
Covenant ................................ ...... 16
2025 Reserve Account ..................... 18
Improvement Fund ........................... 18
BOND INSURANCE............................. 19
THE DISTRICT ................................ .... 20
Overview ................................ .......... 20 Environmental Matters ...................... 20
Development History ........................ 20

OWNERSHIP OF PROPERTY IN THE
DISTRICT ................................ ......... 21
General ................................ ............ 21 Individual Homeowners .................... 23
The Master Developer ...................... 23

ESTIMATED VALUE OF PROPERTY IN
THE DISTRICT ................................ . 24
Assessed Valuations ........................ 24
Value to Lien Ratios ......................... 25
Special Tax Collection and
Delinquency Rate ......................... 27
Direct and Overlapping Governmental
Obligations ................................ .... 28
Estimated Effective Tax Rate on Single
Home ................................ ............ 31
RISK FACTORS ................................ .. 32
Limited Obligation of the City to Pay
Debt Service ................................ ..32
Remaining Property Development .....32
Exempt Properties ............................32
Property Values and Property
Development ................................ .33
Wildfires and Fire Insurance ..............35
Enforceability of Remedies................35
Levy and Collection of Special Taxes 36
Bankruptcy and Foreclosure Delays ..37
Parity Taxes and Special
Assessments; Private Debt ...........38
Tax Delinquencies ............................39
Disclosure to Future Purchasers .......39
No Acceleration Provisions ...............40
Ballot Initiatives ................................ .40 Voter Initiatives ................................ .40
Case Law Related to the Mello-Roos
Act ................................ .................41 Changes in Law ................................ 42
Loss of Tax Exemption ......................42
Secondary Market .............................42
Public Health Emergencies and
Perceptions ................................ ...42
Cyber Security ................................ ..43
Bonds Subject to Special Mandatory
Redemption from Prepayments .....43

CONSTITUTIONAL LIMITATIONS ON

TAXATION AND
APPROPRIATIONS ..........................44
TAX MATTERS ................................ ....44
RATINGS ................................ .............46 CONTINUING DISCLOSURE ...............46
CONCLUDING INFORMATION ............47
Underwriting ................................ ......47
Municipal Advisor .............................. 47
Legal Matters ................................ ....47
No Litigation ................................ ......47 Miscellaneous ................................ ...48

APPENDIX A – RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX APPENDIX B – SUPPLEMENTAL INFORMATION - CITY OF ROCKLIN AND COUNTY OF PLACER APPENDIX C – FORM OF OPINION OF BOND COUNSEL
APPENDIX D – FORM OF CONTINUING DISCLOSURE CERTIFICATE
APPENDIX E – SUMMARY OF CERTAIN PROVISIONS OF FISCAL AGENT AGREEMENT APPENDIX F – BOOK-ENTRY ONLY SYSTEM
APPENDIX G – SPECIMEN MUNICIPAL BOND INSURANCE POLICY
368

GENERAL INFORMATION ABOUT THIS OFFICIAL STATEMENT

Use of Official Statement. This Official Statement is submit ted in connection with the sale of the 2025 Bonds referred to herein and may not be reproduced or used, in whole or in part, for any other purpose. This Official Statement is not to be construed as a contract with the purchasers of the 2025 Bonds.

Estimates and Forecasts. When used in this Official Statement and in any continuing disclosure by the City, in any press release and in any oral statement made with the approval of an authorized officer of the City, the words or phrases “will likely resul t,” “are expected to”, “will continue”, “is anticipated”, “estimate”, “project,” “forecast”, “expect”, “intend” and similar expressions identify “forward looking statements.” Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward-looking statements. Any forecast is subject to such uncertainties. Inevitably, some assumptions used to develop the forecasts will not be realized and unanticipated events and circumstances may occur. Therefore, there are likely to be differences between forecasts and actual results, and those differences may be material. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, give rise to any implication that there has been no change in the affairs of the City since the date hereof.

Limit of Offering. No dealer, broker, salesperson or other person has been authorized by the City to give any information or to make any representations in connection with the offer or sale of the 2025 Bonds other than those contained herein and if given or made, such othe r information or representation must not be relied upon as having been authorized by the City or the Underwriter. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the 2025 Bonds by a person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale.

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

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVERALLOT OR

EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE 2025 BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

THE 2025 BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIA NCE UPON AN EXCEPTION FROM THE REGISTRATION REQUIREMENTS CONTAINED IN SUCH ACT. THE 2025 BONDS HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. .
369

2 OFFICIAL STATEMENT

$30,000,000*

CITY OF ROCKLIN
COMMUNITY FACILITIES DISTRICT NO. 10 (WHITNEY RANCH)
SPECIAL TAX BONDS, SERIES 2025

This Official Statement, including the cover page and all Appendices hereto, is provided to furnish certain information in connection with the issuance by the City of Rocklin (the “City”) by and through its Community Facilities District No. 10 (Whitney Ran ch) (the “District”) of the bonds captioned above (the “2025 Bonds”).

INTRODUCTION

This introduction is not a summary of this Official Statement. It is only a brief description of and guide to, and is qualified by, more complete and detailed information contained in the entire Official Statement, including the cover page and attached ap pendices, and the documents summarized or described in this Official Statement. A full review should be made of the entire Official Statement. The offering of the 2025 Bonds to potential investors is made only by means of the entire Official Statement. Definitions of certain terms used herein and not defined herein have the meaning set forth in the Fiscal Agent Agreement.

The District. The City of Rocklin Community Facilities District No. 10 (Whitney Ranch) (the “District”) was formed and established by the City in 2005 pursuant to the Mello-Roos Community Facilities Act of 1982, as amended (Sections 53311, et seq., of the Government Code of the State of California) (the “Act”) following a public hearing and a landowner election at which the qualified electors of the District, by more than a two -thirds majority vote, authorized the City to issue bonds on behalf of the District and approved the levy of special taxes pursuant to a Rate and Method of Apportionment of Special Tax (the “Special Tax Formula”), as described herein.

The District is located in the northwest portion of the City, which, in turn, is located in the southwestern part of the County of Placer (the “County”). For additional demographic and statistical information on the City and the County, see APPENDIX B.

The 2025 Bonds. The 2025 Bonds are special tax obligations of the City, authorized pursuant to the Act, and are issued pursuant to that certain Fiscal Agent Agreement, dated as of July 1, 2015, by and between the City and U.S. Bank Trust Company, National Association, as successor fiscal agent (the “ Fiscal Agent ”), as supplemented and amended by Supplemental Agreement No. 1 to the Fiscal Agent Agreement dated as of May 1, 2019, Supplemental Agreement No. 2 to the Fiscal Agent Agreement dated as of June 1, 2022 and Supplemental Agreement No. 3 to Fiscal Agent Agreement dated as of October 1, 2025 (collectively, the “ Fiscal Agent Agreement”). The 2025 Bonds are issued to (i) refund, in full, special tax bonds issued by the City

* Preliminary; subject to change.
370

3 for the District in 2015 and 2019, (ii) finance the acquisition of certain public facilities authorized for the District, and (iii) pay the costs of issuing the 2025 Bonds. See “FINANCING PLAN.”

Bond Terms. The 2025 Bonds will be dated as of and bear interest from the date of delivery thereof at the rate or rates set forth on the cover page of this Official Statement. Interest on the 2025 Bonds is payable on March 1 and September 1 of each year (each an “ Interest Payment Date”), commencing March 1, 2026. The 2025 Bonds will be issued without coupons in denominations of $5,000 or any integral multiple thereof.

Source of Payment of the Bonds. The Bonds (consisting of the 2022 Bonds, the 2025 Bonds and any future Parity Bonds, as defined below) are payable from “Special Tax Revenues,” which is defined as the special taxes levied by the City and collected by the County on taxable real property within the boundaries of the District (the “Special Tax” or “Special Taxes”), net of the County’s administration charge (currently 1%) and “Priority Administrative Expenses” (being costs directly related to the administration of the District in the amount of $_____ for Fiscal Year 2025-26, and for each fiscal year thereafter an amount equal to the previous year amount increased by 2%).

The Bonds are also payable from the proceeds of any foreclosure actions brought following a delinquency in payment of the Special Taxes, and from amounts held in certain funds and accounts pursuant to the Fiscal Agent Agreement, including a separate debt service reserve account for each series of Bonds, all as more fully described herein.

The Special Tax applicable to each taxable parcel (the “ Taxable Parcel ” or “ Taxable Parcels”) in the District will be levied and collected according to the tax liability determined by the City Council of the City (the “ City Council”) through the application of the Special Tax Formula, which is set forth in APPENDIX A. Payment of the Special Tax is secured by a lien on each Taxable Parcel of real property in the District, and failure to pay the Special Tax could result in proceedings to foreclose the delinquent property. The Special Taxes do not constitute the personal indebtedness of the owners of Taxable Parcels. See “SECURITY FOR THE BONDS – Special Tax Methodology” and “APPENDIX A – RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX.”

Bond Insurance; Reserve Fund Surety. Concurrently with the issuance of the 2025 Bonds, ____________ (the “Bond Insurer”) will issue its Municipal Bond Insurance Policy for the 2025 Bonds (the “Policy”). The Policy guarantees the scheduled payment of principal of and interest on the 2025 Bonds when due, as set forth in the form of the Policy included as Appendix G to this Official Statement. The Bond Insurer will also provide a reserve fund insurance policy (the “Reserve Policy”) to be credited to the reserve fund established for the 2025 Bonds. See “BOND INSURANCE” and APPENDIX G.

2025 Reserve Account. The Fiscal Agent has previously established a reserve fund for the Bonds (the “Reserve Fund”), and within the Reserve Fund, a separate debt service reserve account will be available for each series of Bonds. A reserve account will be established for the 2025 Bonds and the Reserve Requirement (defined herein) for the 2025 Bonds will be met by the issuance of the Reserve Policy. Draws on the Reserve Policy will be available to be transferred to the Bond Fund in the event of delinquencies in the payment of the Spe cial Taxes for payment of interest and principal due on the 2025 Bonds. Each series of Bonds is secured by its own debt service reserve account within the Reserve Fund. Accordingly, the 2025 Reserve Account is available only for the 2025 Bonds and no other debt service reserve account established under the Fiscal Agent Agreement is available for the 2025 Bonds. See “ SECURITY FOR THE BONDS – 2025 Reserve Account.”

371

4 The Project and the District . Property within the District comprises a master -planned community known as “Whitney Ranch .” Sunset Ranchos Investors, LLC has been the master developer of the project since inception. In October 2020, Sunset Ranchos Investors, LLC was acquired by JEN California 17, which acquisition included all remaining undeveloped land in the District. Sunset Ranchos Investors, LLC and JEN California 17 are collectively referred to herein as the “Master Developer.” Residential development is now nearly complete. Completed development includes a 134 -unit senior living facility and over 3,000 single family homes conveyed to homeowners, with additional home sales pending. For additional information on the Whitney Ranch project, and current ownership of land in the District, see “THE DISTRICT” and “OWNERSHIP OF PROPERTY IN THE DISTRICT.”

Existing and Future Parity Bonds. There are currently outstanding three series of special tax bonds of the District payable from the Special Tax Revenues:

 City of Rocklin Community Facilities District No. 10 (Whitney Ranch) Special Tax Bonds Series 2015 (the “ 2015 Bonds ”), issued in the initial principal amount of $27,090,000;

 City of Rocklin Community Facilities District No. 10 (Whitney Ranch) Special Tax Bonds Series 2019 (the “ 2019 Bonds ”), issued in the initial principal amount of $16,000,000; and

 City of Rocklin Community Facilities District No. 10 (Whitney Ranch) Special Tax Bonds Series 2022 (the “ 2022 Bonds ”), issued in t he initial principal amount of $13,605,000.

The 2015 Bonds and the 2019 Bonds will be refunded, in full, using a portion of the proceeds of the 2025 Bonds. The 2022 Bonds will remain outstanding. The City may issue additional bonds secured by the Special Tax Revenues on a parity basis with the 2022 Bonds and 2025 Bonds in the future (the “Parity Bonds,” and together with the 2022 Bonds and 2025 Bonds, the “Bonds”), subject to the conditions set forth in the Fiscal Agent Agreement. As of the date of issu ance of the 2025 Bonds, approximately $2,058,000* aggregate principal amount of Bonds remains authorized but unissued. See “THE 2025 BONDS – Parity Bonds.”

Value of Property in the District. Property in the District is security for the Special Tax.

The Fiscal Year 2025-26 assessed valuation of taxable property in the District is $ 2,199,977,846.

Based on the amount of Bonds (2022 Bonds and 2025 Bonds) and overlapping land-secured debt of $76,611,510, *, the aggregate estimated assessed value-to-lien ratio for all taxable property in the District is approximately $2,276,589,356*. This is an average, and the value -to-lien ratios of individual parcels vary considerably. See “ESTIMATED VALUE OF PROPERTY IN THE DISTRICT.”

Registration of Ownership of Bonds. The 2025 Bonds will be issued only as fully registered bonds in book -entry form, registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). Ultimate purchasers of the 2025 Bonds will not receive physical certificates representing their interest in the 2025 Bonds. So long as the 2025 Bonds are registered in the name of Cede & Co., as nominee of DTC, references herein to the Owners will mean Cede & Co., and will not mean the ultimate purcha sers of the 2025 Bonds. Payments of the principal, premium, if any, and interest on the 2025 Bonds will be made directly to DTC, or its nominee, Cede

* Preliminary; as of 7-1-2025, subject to change once overlapping debt for FY 2025-26 is available. 372

5 & Co. so long as DTC or Cede & Co. is the registered owner of the 2025 Bonds. Disbursements of such payments to DTC’s Participants is the responsibility of DTC and disbursements of such payments to the Beneficial Owners is the responsibility of DTC’s Participants and Indirect Participants, as more fully described herein. See “APPENDIX F – BOOK-ENTRY ONLY SYSTEM.”

Risks of Investment. See the section of this Official Statement entitled “RISK FACTORS” for a discussion of special factors that should be considered, in addition to the other matters set forth herein, in considering the investment quality of the 2025 Bonds.

Limited Obligation of the City. The general fund of the City is not liable and the full faith and credit of the City is not pledged for the payment of the interest on, or principal of or redemption premiums, if an y, on the 2025 Bonds. The 2025 Bonds are not secured by a legal or equitable pledge of or charge, lien or encumbrance upon any property of the City or any of its income or receipts, except the money in the funds and accounts pledged to the 2025 Bonds under the Fiscal Agent Agreement, and neither the payment of the interest on nor principal of or redemption premiums, if any, on the 2025 Bonds is a general debt, liability or obligation of the City. The 2025 Bonds do not constitute an indebtedness of th e City within the meaning of any constitutional or statutory debt limitation or restrictions and neither the City Council, the City nor any officer or employee thereof are liable for the payment of the interest on or principal of or redemption premiums, if any, on the 2025 Bonds other than from the proceeds of the Special Taxes and the money in the funds and accounts pledged to the 2025 Bonds in the Fiscal Agent Agreement.

Further Information. Brief descriptions of certain provisions of the Fiscal Agent Agreement, the 2025 Bonds and certain other documents are included herein. The descriptions and summaries of documents herein do not purport to be comprehensive or definitive, and reference is made to each such document for the complete details of all its respective terms and conditions, copies of which are available for inspection at the office of the Chief Financial Officer of the City. All statements herein with respect to certain rights and remedies are qualified by reference to laws and principles of equity relating to or affecting creditors ’ rights generally. Capitalized terms used in this Official Statement and not otherwise defined herein have the meanings ascribed to such terms in the Fiscal Agent Agreement. The information and expressions of opinion herein speak only as of the date of this Official Statement and are subject to change without notice. Neither delivery of this Official Statement, any sale made hereunder, nor any future use of this Official Statement shall, under any circumstances, create any implication that there has been no change in the affairs of the City or the District since the date hereof.

During the period of the offering of the 2025 Bonds, copies of the forms of all documents are available from the City Clerk, City of Rocklin, 3970 Rocklin Road, Rocklin, California 95677.

373

6 FINANCING PLAN

General

The District was formed for the purpose of financing a portion of the costs of acquiring and constructing certain public infrastructure improvements authorized to be financed by the District (the “Improvements”). The Improvements generally consist of roadways and related improvements, wastewater system facilities, water system facilities, drainage system facilities, landscaping facilities and other public facilities necessary to meet development requirements for property in the District.

The net proceeds of the 2025 Bonds will be used to (i) refund, in full, the 2015 Bonds (originally scheduled to finally mature in 2039) and 2019 Bonds (originally scheduled to finally mature in 2040), and (ii) finance the acquisition of additional Improvements. Proceeds of the 2025 Bonds will also be used to pay costs of issuance.

The 2015 Bonds and 2019 Bonds are anticipated to be redeemed, in full, on the closing date for the 2025 Bonds at a redemption price equal to the principal amount redeemed, plus accrued interest thereon to the redemption date, without premium.

Estimated Sources and Uses

A summary of the estimated sources and uses of funds related to the 2025 Bonds follows:

Estimated Sources of Funds:

Principal Amount of 2025 Bonds $
Plus [Net] Original Issue Premium
Total $

Estimated Uses of Funds:

Refunding of 2015 Bonds and 2019 Bonds $
2025 Improvement Account of Improvement Fund
Costs of Issuance(1)
Total $
_________________
(1) Includes Underwriter’s discount; fees, expenses and charges of the Fiscal Agent; fees and costs of the special tax consultant, appraiser, municipal advisor, bond counsel and disclosure counsel; costs of printing the Official Statement; administrative fees of the City; rating agency fees and premiums for bond insurance and reserve fund insurance; and other costs of issuance of the 2025 Bonds.

374

7 Debt Service Schedules

Debt Service Schedule – 2025 Bonds. The annual debt service on the 2025 Bonds, based on the interest rates and maturity schedule set forth on the cover of this Official Statement, and assuming no optional or special mandatory prepayments, is set forth below.

City of Rocklin
Community Facilities District No. 10 (Whitney Ranch)
Special Tax Bonds Series 2025
Debt Service

Bond Year
Ending
(Sept. 1)

2025 Bonds
Principal

2025 Bonds
Interest

2025 Bonds
Total

Total
_________________
Source: Underwriter.

Debt Service Schedule and Projected Coverage – All Bonds. The annual debt service on the Bonds (consisting of the 2022 Bonds and 2025 Bonds), assuming no optional or special mandatory prepayments, is set forth below. The City anticipates it will only need to levy at approximately __% of the maximum Special Tax on Developed Property in the District to pay debt service on the Bonds and annual administrative expenses. In case of delinquencies, an additional amount could be levied in future years, subject to Section 53321(d) of the Act, which provides that the special tax levied against any parcel for which an occupancy permit for private residential use has been issued may not be increased as a consequence of delinquency or default by the owner of any other parcel within the District by more than 10% above the amount that would have been levied in such Fiscal Year had there never been any such delinquencies or defaults.

375

8 THE 2025 BONDS

Authority for Issuance

The 2025 Bonds are issued pursuant to the Act, the Fiscal Agent Agreement, and a resolution adopted by the City Council on [September 23], 2025.

On March 22, 2005, the City Council adopted Resolution No. 2005-81 (the “Resolution of Formation”), which formed the District. The District was established and authorized to incur bonded indebtedness in an aggregate principal amount not to exceed $ 60,000,000 at a special election in the District held on the same day. Under the provisions of the Act, since there were fewer than 12 registered voters residing within the District for each of the 90-days preceding the protest hearing regarding the formation of the District, the qualified electors entitled to vote in the special election consisted solely of the original master developer , the only eligible landowner/voter in the District, who cast one vote for each gross acre or portion of an acre of land owned within the District. The Developer voted to incur the bonded indebtedness and to approve the annual levy of Special Taxes to be collected within the District, for the purpose of paying for the Improvements, including repaying any indebtedness of the District, replenishing reserve funds and paying administrative expenses of the District. See “THE DISTRICT” herein. At the request of the original master developer, the Special Tax Formula was clarified pursuant to Resolution No. 2015-83 adopted April 15, 2015 to designate special tax rates needed due to changed zoning of certain undeveloped land owned by the original master developer.

The 2025 Bonds represent the fifth series of special tax bonds issued for the District, with the four prior series of special tax bonds described as follows:

 in 2005, the City issued the City of Rocklin Community Facilities District No. 10 (Whitney Ranch) Special Tax Bonds Series 2005 (the “2005 Bonds”) in the amount of $25,000,000 to provide funds for the construction and/or acquisition of a portion of the Improvements;

 in 2015, the City issued the 2015 Bonds in the amount of $27,090,000 to refinance, in full, the 2005 Bonds and to provide additional funds for the construction and/or acquisition of additional Improvements;

 in 2019, the City issued the 2019 Bonds in the amount of $16,000,000 to finance the construction and/or acquisition of additional Improvements; and

 in 2022, the City issued the 2022 Bonds in the amount of $13,605,000 to provide additional funds for the construction and/or acquisition of Improvements.

Upon the refunding in full of the 2015 Bonds and 2019 Bonds, the 2025 Bonds will be the only bonds secured on a parity basis with the bonds issued in 2022.

Description of the 2025 Bonds

Bond Terms. The 2025 Bonds will be dated as of and bear interest from the date of delivery thereof at the rates and mature in the amounts and years, as set forth on the cover page hereof.

The 2025 Bonds are being issued in the denomination of $5,000 or any integral multiple thereof.

376

9 Calculation and Payment of Interest and Principal. Interest on the 2025 Bonds will be payable semiannually on March 1 and September 1 of each year (each an “Interest Payment Date”), commencing March 1, 2026. Interest on the 2025 Bonds will be computed on the basis of a 360-day year consisting of twelve 30 -day months. Interest on the 2025 Bonds (including the final interest payment upon maturity or earlier redemption) is payable by check of the Fiscal Agent mailed on each Interest Payment Date by first class mail to the registered Owner thereof at such registered Owner’s address as it appears on the registration books maintained by the Fiscal Agent at the close of business on the Record Date preceding the Interest Payment Date, or by wi re transfer made on such Interest Payment Date upon written instructions received by the Fiscal Agent on or before the Record Date preceding the Interest Payment Date, of any Owner of $1,000,000 or more in aggregate principal amount of the 2025 Bonds; provided that so long as any 2025 Bonds are in book -entry form, payments with respect to such 2025 Bonds will be made by wire transfer, or such other method acceptable to the Fiscal Agent, to DTC. See “APPENDIX F – BOOK-ENTRY ONLY SYSTEM.”

Each 2025 Bond will bear interest from the Interest Payment Date next preceding the date of authentication thereof unless (i) it is authenticated on an Interest Payment Date, in which event it will bear interest from such date of authentication, or (ii) it is authenticated prior to an Interest Payment Date and after the close of business on the Record Date preceding such Interest Payment Date, in which event it will bear interest from such Interest Payment Date, or (iii) it is authenticated prior to the Record Date preceding the first Interest Payment Date, in which event it will bear interest from the Dated Date; provided, however, that if at the time of authentication of a 2025 Bond, interest is in default thereon, such 2025 Bond will bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon.

The principal of the 2025 Bonds and premiums due upon the redemption thereof, if any, will be payable in lawful money of the United States of America at the principal corporate trust office of the Fiscal Agent in San Francisco, California, or such other place as designated by the Fiscal Agent, upon presentation and surrender of the 2025 Bonds; provided that so long as any Bonds are in book- entry form, payments with respect to such Bonds will be made by wire transfer, or such other method acceptable to the Fiscal Agent, to DTC.

Transfer and Exchange. So long as the 2025 Bonds are registered in the name of Cede & Co., as nominee of DTC, transfers and exchanges of Bonds will be made in accordance with DTC procedures. See “ APPENDIX F – BOOK-ENTRY ONLY SYSTEM.” Any 2025 Bond may, in accordance with its terms, be transferred or exchanged by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such 2025 Bond for cancellation, accompanied by delivery of a duly written instrum ent of transfer in a form approved by the Fiscal Agent. Whenever any 2025 Bond or 2025 Bonds are surrendered for transfer or exchange, the City will execute and the Fiscal Agent will authenticate and deliver a new 2025 Bond or Bonds, 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 Agent in connection with any such transfer or exchange will be paid by the City. The Fiscal Agent wi ll collect from the Owner requesting such transfer any tax or other governmental charge required to be paid with respect to such transfer or exchange.

No transfers or exchanges of 2025 Bonds will be required to be made (i) within 15 days prior to the date established by the Fiscal Agent for selection of 2025 Bonds for redemption or (ii) with respect to a 2025 Bond after such 2025 Bond has been selected for redemption.

Book-Entry Only System. The 2025 Bonds are being issued as fully registered bonds, registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), and 377

10 will be available to ultimate purchasers under the book-entry system maintained by DTC. Ultimate purchasers of the 2025 Bonds will not receive physical certificates representing their interest in the 2025 Bonds. So long as the 2025 Bonds are registered in the name of Cede & Co., as nominee of DTC, references herein to the Owners will mean Cede & Co., and will not mean the ultimate purchasers of the 2025 Bonds. The Fiscal Agent will make payments of the principal, premium, if any, and interest on the 2025 Bonds directly to DTC, or its nominee, Cede & Co., so long as DTC or Cede & Co. is the registered owner of the 2025 Bonds. Disbursements of such payments to DTC’s Participants is the responsibility of DTC and disbursements of such payments to the Beneficial Owners is the responsibility of DTC’s Participants and Indirect Participants, as more fully described herein. See “APPENDIX F – BOOK-ENTRY ONLY SYSTEM.”

Redemption*

Special Mandatory Redemption From Prepayments. The 2025 Bonds are subject to redemption prior to their stated maturities, on any Interest Payment Date, from the proceeds of the Prepayment of Special Taxes, in whole or in part, at a redemption price (expressed as a percentage of the principal amount of the 2025 Bonds or portions to be redeemed) as set forth below, together with accrued interest thereon to the date fixed for redemption:

Redemption Dates Redemption Price
Interest Payment Dates through March 1, 20___ 103%
September 1, 20___ and March 1, 20___ 102%
September 1, 20___ and March 1, 20___ 101%
September 1, 20___ and Interest Payment Dates thereafter 100%

Optional Redemption. The 2025 Bonds maturing on or after September 1, 20___, are subject to optional redemption, from sources of funds other than prepayments of Special Taxes, prior to their stated maturity on any date on or after September 1, 20___, as a whole or in part, at a redemption price (expressed as a percentage of the principal amount of the 2025 Bonds or portions to be redeemed) as set forth below, together with accrued interest thereon to the date fixed for 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 Sinking Fund Redemption. The 2025 Bonds maturing on September 1, 20___ (the “Term 2025 Bonds”) are also be subject to mandatory redemption in part by lot, from sinking fund payments made by the City from the Bond Fund, at a redemption price equal to the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts, all as set forth below; provided, however, if some but not all of the Term 2025 Bonds of a given maturity have been redeemed under the optional or special mandatory redemption provisions described above, the total amount of all future sinking fund payments relating to such maturity shall be reduced by the aggregate principal amount of Term 2025 Bonds of such maturity so redeemed, to be allocated among such sinking fund payments on a pro rata basis in integral multiples of $5,000 as determined by the Fiscal Agent, notice of which determination shall be given by the Fiscal Agent to the City.

* Preliminary; subject to change.
378

11 Term Bonds of 20___

Mandatory
Redemption Date
September 1)

Sinking Fund
Payment

Purchase In Lieu of Redemption. In lieu of redemption, 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.

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 respective registered Owners of any 2025 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 2025 Bonds. Such notice may specify that it is conditional upon the receipt of funds to pay the redemption price of the 2025 Bonds to be redeemed on or prior to the redemption date and that if such funds are not available, the redemption will be canceled and such 2025 Bonds shall remain Outstanding.

Such notice shall state the redemption date and the redemption price and, if less than all of the then Outstanding 2025 Bonds are to be called for redemption shall state as to any 2025 Bond called in part the principal amount thereof to be redeemed, and shall require that such 2025 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 2025 Bonds will not accrue from and after the redemption date. The cost of mailing any such redemption notice and any expenses incurred by the Fiscal Agent in connection therewith shall be paid by the City.

Whenever provision is made in the Fiscal Agent Agreement for the redemption of less than all of the Bonds of any maturity or any given portion thereof, the Fiscal Agent shall select the Bonds to be redeemed, from all Bonds or such given portion thereof not previously called for redemption, by lot in any manner which the Fiscal Agent in its sole discretion sh all deem appropriate; provided, however, that if Bonds are to be redeemed as a result of the prepayment of Special Taxes, the City shall select Bonds to be redeemed from any or all series, and within each series of Bonds so selected for redemption on a pro-rata basis among maturities.

Right to Rescind. The City has the right to rescind any notice of optional redemption of the 2025 Bonds by written notice to the Fiscal Agent on or prior to the dated fixed for redemption. Any notice of optional 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 payme nt in full of the 2025 Bonds then noticed to be called for redemption, and such cancellation shall not constitute a default under the 379

12 Fiscal Agent Agreement. The City and the Trustee have no liability to the 2025 Bonds owners or any other party related to or arising from such rescission of redemption. The Fiscal Agent shall mail notice of such rescission of prepayment in the same manner as the original notice of redemption was sent.

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 2025 Bonds so called for redemption shall have been deposited in the Bond Fund, such 2025 Bonds so called shall cease to be entitled to any benefit under the Fiscal Agent Agreement other than the right to receive payment of the redemption price, and no interest shall accrue thereon on or after the redemption date specified in the notice of redemption.

Parity Bonds

The Resolution of Formation authorizes the issuance of up to $60,000,000 of bonds payable from Special Taxes levied in the District. The City may, by a Supplemental Fiscal Agent Agreement, authorize the issuance of one or more additional series of Parity Bonds in the future, which would be payable on a parity with the 2022 Bonds and 2025 Bonds, subject to compliance by the City with the conditions set forth in the Fiscal Agent Agreement, which include the following:

 A reserve account shall be established in an amount equal to the Reserve Requirement calculated with respect to the Parity Bonds.

 For each Bond Year that Bonds (including the proposed issue of Parity Bonds) will be outstanding, projected maximum Special Taxes (net of County administration charges and Priority Administration Expenses) on Developed Property (as defined in the Special Tax Formula) in each Fiscal Year are equal to or greate r than 110% of Debt Service due in the Bond Year that begins in the corresponding Fiscal Year.

 The fair market value of all parcels in the District subject to Special Taxes, including then existing improvements and any facilities to be constructed or acquired with the proceeds of the proposed series of Parity Bonds, as determined by an appraisal performed on a basis consistent with the appraisal or appraisals prepared in connection with the issuance of Bonds issued and outstanding, and/or the assessed value of parcels and improvements thereon, as shown on the then current County tax roll, is at least 10.00 times the sum of (i) the aggregate principal amount of all Outstanding Bonds and any Parity Bonds, plus (ii) the aggregate principal amount of the series of Parity Bonds proposed to be issued, plus (iii) the aggregate principal amount of any assessment district bonds then proposed and outstanding and payable from assessments to be levied on parcels of land within the District, plus (iv) a portion of the aggregate principal amount of all Other CFD Bonds then proposed and outstanding and payable at least partially from special taxes to be levied on parcels of land within the District equal to the aggregate principal amount of the Other CFD Bonds multiplied by a fraction, the numerator of which is the amount of special taxes levied for the Other CFD Bonds on parcels of land within the District, and the denominator of which is the total amount of special taxes levied for the Other CFD Bonds on all parcels of lan d against which the special taxes are levied to pay Other CFD Bonds (such fraction to be determined based upon the maximum special taxes which could be levied the year in which maximum annual debt service on the Other CFD Bonds occurs), based upon informat ion from the most recent available fiscal year.
380

13 SECURITY FOR THE BONDS

Special Taxes

The Bonds (consisting of the 2022 Bonds, 2025 Bonds and any Parity Bonds) are payable from and secured by Special Tax Revenues, which are proceeds of the Special Taxes received by the City, net of the administration charge of the County (currently 1%) and Priority Administrative Expenses ($__ for Fiscal Year 2025-26, escalating at 2% each fiscal year thereafter), including all scheduled payments and delinquent payments thereof, interest and penalties thereon and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the Special Taxes.

All of the Special Tax Revenues and all moneys deposited in the Bond Fund and, until disbursed as provided in the Fiscal Agent Agreement, in the Improvement Fund and the Special Tax Fund are pledged to secure the repayment of the Bonds. The 2025 Bonds (but no other series of Bonds) are also secured by amounts in the 2025 Reserve Account of the Reserve Fund. See “– 2025 Reserve Account” herein. 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 in the Fiscal Agent Agreement) are dedicated to the payment of the principal of, including any mandatory sinking fund payments, and interest and any premium on, the Bonds as provided in the Fiscal Agent Agreemen t and in the Act until all of the Bonds have been paid and retired or defeased in accordance with the Fiscal Agent Agreement.

A Special Tax applicable to each Taxable Parcel in the District will be levied and collected according to the tax amount determined through the application of the Special Tax Formula, which is administered for the City by Willdan Financial Service, Temecula , California (the “Special Tax Consultant”) and set forth in APPENDIX A hereto. The Special Tax is exempt from the property tax limitation of Article XIIIA of the California Constitution, pursuant to Section 4 thereof as a “special tax” authorized by a two -thirds vote of the qualified electors. The levy of the Special Taxes was authorized by the City pursuant to the Act i n an amount determined according to the Special Tax Formula approved by the City. See “THE DISTRICT.”

The amount of Special Taxes that the District may levy in any year, and from which principal and interest on the Bonds is to be paid, is strictly limited by the maximum rates approved by the qualified electors within the District which are set forth as the annual “Maximum Special Tax” in the Special Tax Formula. Under the Special Tax Formula, Special Taxes for the purpose of making payments on the Bonds will be levied annually in an amount, not in excess of the Maximum Special Taxes. The Special Taxes and any interest earned on the Special Taxes constitute a trust fund for the principal of and interest on the Bonds pursuant to the Fiscal Agent Agreement a nd, so long as the principal of and interest on these obligations remains unpaid, the Special Taxes and investment earnings thereon will not be used for any other purpose, except as permitted by the Fiscal Agent Agreement , and will be held in trust for the benefit of the owners thereof and will be applied pursuant to the Fiscal Agent Agreement. The Special Tax Formula apportions the Special Tax Requirement (as defined in the Special Tax Formula and described below) among the Taxable Parcels of real property within the District according to the rate and methodology set forth in the Special Tax Formula. See “– Special Tax Methodology” below and APPENDIX A.

The City may levy the Special Tax at the Maximum Special Tax rate authorized by the qualified electors within the District, as set forth in the Special Tax Formula, if conditions so require.

The City has covenanted to annually levy the Special Taxes in an amount at least sufficient to pay the Special Tax Requirement (as defined below). Because each Special Tax levy is limited to the Maximum Special Tax rates authorized as set forth in the Special Tax Formula, no assurance can be given that, in the event of Special Tax delinquencies, the amount of the Special Tax Requirement 381

14 will in fact be collected in any given year. See “RISK FACTORS — Tax Delinquencies” herein. The Special Taxes are collected for the City by the County of Placer in the same manner and at the same time as ad valorem property taxes.

Special Tax Methodology

The Special Tax authorized under the Act applicable to land within the District will be levied annually, and collected semi-annually, according to the tax liability determined by the City or its designee through the application of the Special Tax Formula. Capitalized terms set forth in this section and not otherwise defined have the meanings set forth in the Special Tax Formula. See APPENDIX A.

The Special Tax Formula is based on proposed land use and development plans as projected for the District at the time of its formation in 2005 , as clarified pursuant to Resolution No. 2015 -83.

See “THE 2025 BONDS – Authority for Issuance.” The Special Tax Formula requires that Special Taxes be levied annually on all Parcels of Taxable Property within the District, under the method of levy described below, as required to meet the Special Tax Requirement. Taxable Property means all Parcels not exempt from the Special Tax pursuant to law or the Special Tax Formula.

Determination of Special Tax Requirement and Other Key Definitions . The “Special Tax Requirement” is defined in the Special Tax Formula to mean “the amount necessary in any Fiscal Year (i) to pay principal and interest on the Bonds, (ii) to create or replenish the reserve funds, (iii) to pay Administrative Expenses, (iv) to cure any delinquencies in the payment of principal or interest on indebtedness of the District which have occurred in the prior Fiscal Year or (based on delinquencies in the payment of the Special Taxes which have already taken place) are expected to occur in the Fiscal Year in which the tax will be collected, and (v) to pay construction expenses to be funded directly from Special Tax proceeds. The amounts referred to in clauses (i) and (ii) of the preceding sentence may be reduced in any Fiscal Year by … interest earnings on or surplus balances … in funds and accounts for the Bonds …; proceeds received from collection of penalties associated with delinquent Special Taxes; and any other revenues available to pay debt service on the Bonds as determined by the Administrator.”

As used in the Special Tax Formula, “ Developed Property,” with one exception, is defined to mean all Taxable Parcels for which a Final Map was recorded prior to June 1 of the prior Fiscal Year. “Final Map” is defined to mean a final map approved pursuant to the Subdivision Map Act that creates Buildable Lots but not including any map that does not create Buildable Lots, and “Buildable Lot” is defined to mean an individual lot within a Final Map for which a building permit may be issued without further subdivision. The one exception to the definition of Developed Property relates to one specific large lo t zoned for commercial uses (Large Lot 2) within which Taxable Parcels will be deemed to be Developed Property only upon issuance of a building permit for new construction prior to June 1 of the prior Fiscal Year.

“Undeveloped Property” means, in any Fiscal Year, all Parcels of Taxable Property within the District that are not yet Developed Property.

Certain other capitalized terms used in this section entitled, “–Special Tax Methodology” have the meanings given them in the Special Tax Formula. See APPENDIX A.

Calculation of Maximum Special Tax Rates and Changes Thereto. Provision is made in the Special Tax Formula for increases in the rates of Maximum Special Taxes for Developed Property if and to the extent that Large Lots are developed to less density than originally anticipated. 382

15 Provision is also made to accommodate changes in anticipated land uses, all to the end that each Large Lot, singly or in combination, when developed will yield Maximum Special Taxes in at least the amount or amounts displayed in Attachment 2 to the Special Tax Formula shown in APPENDIX A.

Method of Levying Special Tax. The method of levy of the Special Tax on Taxable Property in the District is set forth in the Special Tax Formula as a series of steps , which are describ ed as follows.

Step 1. Step 1 directs that the Special Tax be levied proportionately on each Parcel of Developed Property up to 100% of the Maximum Special Tax for each Parcel. The applicable Maximum Special Tax rate for parcels in the District is set forth in the Special Tax Formula and will be increased each year by an amount equal to 2% of the amount in effect for the prior Fiscal Year. For Fiscal Year 2025-26, Maximum Special Tax rates for single family residential property will vary from $ 579.52 to $ 2,347.80 per unit. For multifamily property, the Maximum Special Tax will be $12,838.59 per acre and for non -residential property, the Maximum Special Tax will be $7,429.73 per acre.

Step 2. If additional revenue is needed after Step 1 in order to meet the Special Tax Requirement, Step 2 provides that the Special Tax shall be levied proportionately on each Taxable Parcel of Undeveloped Property within Zone 1 of the District up to 100% of the applicable Maximum Special Tax. Zone 1 is defined to mean the geographical area that, at formation of the District, included what is generally known as Phase 1 of the Whitney Ranch project.

Step 3. If additional revenue is needed after application of Step 2 then, under Step 3, the Special Tax shall be levied proportionately on each Taxable Parcel of Undeveloped Property within Zone 2, up to 100% of the applicable Maximum Special Tax. Zone 2 is defined to mean the geographical area that, at formation of the District, included what is generally known as Phase 2 of the Whitney Ranch project.

Step 4. Finally, if after application of Step 3 additional revenue is needed, the Special Tax shall be levied proportionately on each Parcel of Taxable Public Property up to 100% of the applicable Maximum Special Tax.

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

Prepayment of the Special Tax. The Special Tax may be prepaid, in full or in part, in accordance with a formula calculated in accordance with Section H of the Special Tax Formula .

Certain prepayments have occurred in the District in the past.

383

16 Termination of the Special Tax. The Special Tax will be levied and collected (up to the maximum allowable amount) for as long as needed to pay the principal and interest on the Bonds and other costs incurred in order to construct and acquire the authorized District -funded facilities and to pay the Special Tax Requirement. The Special Tax For mula provides that the Special Tax may not be levied on any parcel in the District after Fiscal Year 2050-51.

Special Tax Fund

When received, the Special Tax Revenues are required under the Fiscal Agent Agreement to be deposited into a Special Tax Fund to be held by the City in trust for the benefit of the Owners of the Bonds. Moneys in the Special Tax Fund will be disbursed as provided below and, pending any disbursement, will be subject to a lien in favor of the Owners of the Bonds.

As soon as practicable after the receipt by the City of Special Tax Revenues , the City shall withdraw from the Special Tax Fund and transfer: (i) to the Fiscal Agent for deposit in the Bond Fund, (a) an amount necessary to pay any principal or interest on the Bonds not paid when due, together with additional interest at rate of the Bonds to the expected date of payment from the date such payment was due, plus (b) an amount, taking into account any amounts then on deposit in the Bond Fund, such that the amount in the Bond Fund equals the principal (including any mandatory sinking fund installment), premium, if any, and interest due on the Bonds on the next two Interest Payment Dates with respect to Special Tax Revenues received during the period from September 1 through the last day of February in any year, and on the next Interest Payment Date with respect to Special Tax Revenues received during the period from March 1 through the last day of August in any year; (ii) to the Fiscal Agent for deposit in the Reserve Fund established under the Fiscal Agent Agreement an amount, taking into account amounts then on deposit in the Reserve Fund, so that the amount therein equals the Reserve Requirement (which will be calculated for each Series of Bonds) and to repay draws on the Reserve Policy ; and ( iii) after the foregoing transfers, transfer any amount remaining in the Special Tax Fund to the Surplus Fund. From time to time, the City may withdraw from the Surplus Fund amounts needed to pay costs of authorized improvements or incidental expenses of the District authorized under the Act. Moneys in the Surplus Fund may, at the City ’s discretion, also be used to pay the principal of, premium, if any, and interest on the Bonds, to replenish the Reserve to the amount of the Reserve Requirement and to repay draws on the Reserve Policy, to pay Administrative Expenses in excess of Priority Administrative Expenses, or for any other lawful purpose for the us e of funds collected on behalf of the District. See “THE IMPROVEMENTS – Construction and Acquisition of the Improvements.”

Delinquent Payments; Foreclosure Covenant

The Special Tax will be collected in the same manner and the same time as ad valorem property taxes, except at the City ’s option, the Special Taxes may be billed directly to property owners or collected at a different time to meet the City ’s financial obli gations. In the event of a delinquency in the payment of any installment of Special Taxes, the City is authorized by the Act to order institution of an action in superior court to foreclose the lien therefor.

Under the Act, the City covenants with and for the benefit of the Owners of the Bonds that it will order, and cause to be commenced as hereinafter provided, and thereafter diligently prosecute to judgment (unless such delinquency is theretofore brought current), an action in the superior court to foreclose the lien of any Special Tax or installment thereof not paid when due as provided in the Fiscal Agent Agreement. To carry out the covenant, on or about October 1st of each Fiscal Year, the City is required to compare the amount of Special Taxes theretofore levied in the District to the amount of Special Tax Revenues theretofore received by the City, and:
384

17 Individual Delinquencies . If the City determines that any single parcel subject to the Special Tax in the District is delinquent in the payment of Special Taxes in the aggregate amount of $6,000 or more, then the City shall send or cause to be sent a notice of delinquency (and a demand for immediate payment thereof) to the property owner within 60 days of such determin ation, and (if the delinquency remains uncured) commence foreclosure within 120 days of such determination; or

Aggregate Delinquencies. If the C ity determines that (i) the total amount of delinquent Special Tax for the prior Fiscal Year for the entire District, (including the total of delinquencies under the subsection “– Individual Delinquencies,” above), exceeds 5% of the total Special Tax due and payable for the prior Fiscal Year, the City shall notify or cause to be notified property owners who are th en delinquent in the payment of Special Taxes (and demand immediate payment of the delinquency) within 60 days of such determination, and shall timely commence foreclosure proceedings as directed by legal counsel against each parcel of land in the District with a Special Tax delinquency.

The owners of the 2025 Bonds (but not any other Bonds) benefit from the 2025 Reserve Account of the Reserve Fund; however, if delinquencies in the payment of the Special Taxes with respect to the 2025 Bonds are significant enough to completely exhaust the Reserve Policy limits and deplete the 2025 Reserve Account, there could be a default or a delay in payments of principal and interest to the owners of the 2025 Bonds pending prosecution of foreclosure proceedings and receipt by the City of the proceeds of foreclosure sales. Provided that it is not levying the Special Tax at the Maximum Special Tax rates set forth in the Special Tax Formula, the City may adjust (but not to exceed the Maximum Special Tax and subject to the limitation described under the caption “– Special Tax Methodology – Limitation on Increases of Special Tax Levy” above) the Special Taxes levied on all property within the District subject to the Special Tax to provide an amount required to pay debt service on the Bonds and to replenish the 2025 Reserve Account and any other debt service reserve accounts established for other series of Bonds under the Fiscal Agent Agreement.

Under current law, a judgment debtor (property owner) has at least 120 days from the date of service of the notice of levy in which to redeem the property to be sold. If a judgment debtor fails to redeem and the property is sold, his or her only remedy is an action to set aside th e sale, which must be brought within 90 days of the date of sale. If, as a result of such an action a foreclosure sale is set aside, the judgment is revived and the judgment creditor is entitled to interest on the revived judgment as if the sale had not b een made (California Code of Civil Procedure Section 701.680).

Foreclosure by court action is subject to normal litigation delays, the nature and extent of which are largely dependent upon the nature of the defense, if any, put forth by the debtor and the condition of the calendar of the superior court of the county. Such foreclosure actions can be stayed by the superior court on generally accepted equitable grounds or as the result of the debtor ’s filing for relief under the Federal bankruptcy laws. The Act provides that, upon foreclosure, the Special Tax lien will have the same lien priority as is provided for ad valorem taxes and special assessments.

See “ESTIMATED VALUE OF PROPERTY WITHIN THE DISTRICT – Priority of Lien.”

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

385

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

However, under Section 53356.6 of the Act, the District, as judgment creditor, is entitled to purchase any property sold at foreclosure using a “credit bid,” where the District could submit a bid crediting all or part of the amount required to satisfy the judgment for the delinquent amount of the Special Tax. If the District becomes the purchaser under a credit bid, the District must pay the amount of its credit bid into the redemption fund established for the Bonds, but this payment may be made up to 24 months after the date of the foreclosure sale.

2025 Reserve Account

Upon delivery of the 2025 Bonds, a debt service reserve account (the “2025 Reserve Account”) within the Reserve Fund held by the Fiscal Agent will be established for the benefit of the owners of the 2025 Bonds. The City is purchasing a reserve fund insurance policy (the “Reserve Policy”) issued by the Bond Insurer for deposit into the 2025 Reserve Account, in the amount of the “Reserve Requirement” for the 2025 Bonds in the amount of $ _________, which requirement is the least of: (a) Maximum Annual Debt Service on the 2025 Bonds, (b) 125% of the average Annual Debt Service on the 2025 Bonds, and (c) 10% of the original principal amount of the 2025 Bonds (or the issue price of the 2025 Bonds excluding accrued interest, if the net original issue discount or premium is less than 98% or more than 102% of the principal amount of the 2025 Bonds), as calculated by the City. The City is required to maintain an amount of money, the Reserve Policy or other security equal to the Reserve Requirement in the 2025 Reserve Account at all times that the 2025 Bonds are outstanding. Each series of Bonds is secured by its own debt service reserve account within the Reserve Fund. Accordingly, the 2025 Reserve Account is available only for the 2025 Bonds and no other debt service reserve account established under the Fiscal Agent Agreement is available for the 2025 Bonds.

The Reserve Policy and any amounts available in the 2025 Reserve Account will 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 at any time in the Bond Fund of the amount then required for payment of the principal of, and interest on, the 2025 Bonds. Whenever transfer is made from the 2025 Reserve Account to the Bond Fund due to a deficiency in the Bond Fund, the Fiscal Agent will provide written notice thereof to the City.

Improvement Fund

Under the Fiscal Agent Agreement, the Fiscal Agent previously established the Improvement Fund, which is held by the Fiscal Agent and will be disbursed as provided in the Fiscal Agent Agreement for the payment or reimbursement of the costs of the construction and acquisition of the Improvements in accordance with the Acquisition Agreement (as described herein). In connection with the issuance of the 2025 Bonds, the Fiscal Agent will establish the 2025 Improvement Account as a subaccount within the Improvement Fund. Interest earnings from the investment of amounts in the Improvement Fund will be retained in the Improvement Fund to be used for the purposes of the Improvement Fund.

Upon completion of the Improvements and payment pursuant to the Acquisition Agreement, the Fiscal Agent will transfer th e amount, if any, remaining in the Improvement Fund to the Bond Fund for application to the payment of principal of and interest on the Bonds in accordance with the Fiscal Agent Agreement, and the Improvement Fund will be closed. See “THE IMPROVEMENTS.”

386

19 BOND INSURANCE

[To come, if applicable]

387

20 THE DISTRICT

Overview

Property within the District has developed into a master-planned community known as “Whitney Ranch.” Whitney Ranch is located in the northwest portion of the City immediately adjacent to the boundary between the City and the City of Lincoln. The District was formed and established by the City in 2005 at the request of the Master Developer, in contemplation of residential and non- residential development.

Development is now nearly complete. Completed development includes a 134 -unit senior living facility and more than 3,000 single family homes conveyed to homeowners, with additional home sales pending.

Environmental Matters

Seismic. The areas in and around the District, like those of much of California, may be subject to earthquakes or other unpredictable seismic activity. However, land in the District is not located in a seismic special studies zone.

Flooding. Certain creeks within the District are considered to be Special Flood Hazard Areas (the floodway and the floodplain). However, none of the homes within the District are located within a designated flood area.

Wildfires. The City has areas designated as Moderate and High Fire Hazard Severity Zones by the Office of the State Fire Marshal (OSFM), particularly in the northeast and southeast corners of the City. The Whitney Oaks area and areas near Interstate 80, including Rocklin Crossing, are identified as both Moderate and High-Risk Fire Hazard Severity Zones. Portions of the District are within areas designated by the OSFM as being in a Moderate Fire Hazard Severity Zone.

Development History

Overview. The District was originally planned for approximately 2,700 single -family residential units (with a portion planned as small-lot units, such as condominiums, townhouses and apartments), approximately 43 acres of commercial/mixed uses and 190 acres of open space.

Development was projected to occur in two phases, referred to as Phase 1 and Phase 2. Over time, the planned development shifted to include a greater number of planned residential units, with taxable property in the District now planned to develop into more than 3,000 taxable residential units.

In 2005, development in the District began by the original master developer, Sunset Ranchos Investors, LLC. Since then, Sunset Ranchos Investors, LLC has completed substantially all of the required backbone infrastructure for the project and sold the majority of taxable lots within the District to merchant builders and other end users. In addition, as part of Phase 1, Sunset Ranchos Investors, LLC delivered the centerpiece of the community, The Ranch House, which is th e community recreation center. This member -owned facility contains two pools, classrooms, residents lounge, and banquet space that are available to the residents. The Whitney Ranch Community Association hosts member events throughout the year along with c lasses and clubs that are of interest to the resident members. A new elementary school and high school now open and operated by Rocklin Unified School District were also completed within Phase 1.

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21 In October 2020, JEN California 17 purchased the remaining undeveloped land within the District via the acquisition of Sunset Ranchos Investors, LLC. JEN California 17 has overseen the completion of all remaining infrastructure for the project, including within Village 1A which is the last village to be completed. At the present time, all of the residential villages in the District have final maps in place, except for Village 1A (48 planned units), which is anticipated to be received by the end of 2022. In-tract infrastructure remains to be completed for Village 1A and is being undertaken concurrently with the final map process. For more information on the Master Developer and the three merchant homebuilders currently active in the community, see “OWNERSHIP OF PROPERTY IN THE DISTRICT.”

OWNERSHIP OF PROPERTY IN THE DISTRICT

Unpaid Special Taxes do not constitute a personal indebtedness of the owners of the property within the District . There is no assurance that the present property owners or any subsequent owners will have the ability to pay the Special Taxes or that, even if they have the ability, they will choose to pay the Special Taxes. An owner may elect to not pay the Special Taxes when due and cannot be legally compelled to do so. Neither the City nor any Bond Owner will have the ability at any time to seek payment directly from the owners of property within the District of the Special Tax or the principal or interest on the Bonds, or the ability to control who becomes a subsequent owner of any property within the District.

The Developer and the merchant builders have provided the information set forth in this section entitled “OWNERSHIP OF PROPERTY IN THE DISTRICT.” No assu rance can be given that all information is complete. In addition, any Internet addresses included below are for reference only, and the information on those Internet sites is not a part of this Official Statement or incorporated by reference into this Official Statement.

General

Ownership of Taxable Parcels in the District primarily consists of individual homeowners.

Development remains ongoing in the District, with additional finished lots being constructed with homes, and being sold to individual homeowners. However, no assurance can be given that development of the Taxable property in the District will be completed, or that it will be completed in the time period described elsewhere in this Official Statement. The Special Taxes are not personal obligations of The Master Developer , the merchant builders or of any current or subsequent landowners; the Bonds are secured only by the Special Taxes and moneys available under the Fiscal Agent Agreement. See “SECURITY FOR THE BONDS” and “RISK FACTORS” herein.

The table on the following page shows the top property owners within the District, based on the special tax levy for Fiscal year 2025-26.

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22 Table 1
Top Property Owners by Special Tax Levy*
Fiscal Year 2025-26

Owner Name
Number of
Parcels
Number
of
Planned
Units
Fiscal Year
2025-26
Special
Tax Levy
Percent of
Fiscal Year
2025-26
Special
Tax Levy
Fiscal Year
2025-26
Maximum
Special Tax
Total Assessed
Values
Allocable
Share of
Bonded Debt*(1)
Value to
Lien Ratio
on Bonded
Debt*
Developed (2)
Residential
Individual Homeowners 2,735 2,734 $3,042,519 90.79% $4,494,685 $2,103,686,971 $39,590,917 53.14 John Mourier Construction INC 135 135 124,022 3.70% 183,217 39,630,025 1,613,848 24.56 Anthem Whitney Ranch Homes Limited Partnership 60 60 92,338 2.76% 136,410 12,042,099 1,201,547 10.02 KB Home Sacramento Inc. 88 88 38,062 1.14% 56,228 7,074,422 495,280 14.28 Non-Residential
MG Rocklin CA LLC 1 0 54,056 1.61% 79,856 29,528,443 703,408 41.98 Subtotal Developed (Residential & Non-residential) 3,019 3,017 $3,350,997 100.00% $4,950,396 $2,191,961,960 $43,605,000 50.27

Subtotal Developed Properties 3,019 3,017 $3,350,997 100.00% $4,950,396 $2,191,961,960 $43,605,000 50.27

Undeveloped (2)
CFT NV Developments LLC 1 0 0 0.00% $10,922 $2,058,360 $0 n/a Taylor Whitney Ranch LP 1 0 0 0.00% 15,014 1,076,120 0 n/a Woodcreek Oaks Petroleum Inc. 1 0 0 0.00% 9,510 2,179,510 0 n/a WRP LLC 1 0 0 0.00% 14,475 2,701,896 0 n/a
Subtotal Undeveloped Properties 4 0 $0 0.00% $49,921 $8,015,886 $0 n/a

Total for All Taxable Property 3,023 3,017 $3,350,997 100.00% $5,000,317 $2,199,977,846 $43,605,000 50.45

* Preliminary; subject to change.
(1) Each Parcel's Allocable Share of Bonded Debt is calculated based on the Fiscal Year 2025 -26 Special Tax Levy multiplied by Series 2022 outstanding principal amount as of September 2, 2025, and Series 2025 estimated par amount of $30,000,000.
(2) The Rate and Method of Apportionment defines "Developed Property" for all taxable property not within Large Lot 2 for Fiscal Year 2025-26 as all parcels for which a Final Map was recorded prior to June 1, 2025. All parcels considered taxable Developed Property were levied for Fiscal Year 2025 -26. Reflects Final Map recorded as of May 1, 2025, as provided by the City as compiled by Willdan Financial Services.

Currently there is no need to levy Undeveloped Properties.

Source: City of Rocklin and Placer County 2025-26 Secured Roll as compiled by Willdan Financial Services . 390

23 Individual Homeowners

As shown in the table on the prior page, the majority of the taxable parcels in the District are now owned by individual homeowners; more than 3,000 homes had been conveyed to homeowners.

There are three merchant builders active in the community, and the Master Developer of the project (defined below) no longer owns property.

The Master Developer

Sunset Ranchos Investors , LLC. Sunset Ranchos Investors, LLC has been the master developer of the project since inception. In October 2020, Sunset Ranchos Investors, LLC was acquired by JEN California 17, which acquisition included all remaining undeveloped land in the District. Sunset Ranchos Investors, LLC and JEN California 17 are collectively referred to herein as the “Master Developer”. JEN California 17’s sole member and manager is JEN 7 VA 2 LLC, a Delaware limited liability company, whose members are private equity real estate fund limited partnerships comprised of high-net-worth individuals, pension funds and family offices (privately held companies providing wealth management for families), and who is controlled by JEN Partners LLC, a Delaware limited liability company (“JEN”). Clifton Taylor is Vice President of JEN California 17, and President of Taylor Builders LLC, a California limited liability company (“ Taylor Builders”), which is responsible for the day-to-day management of JEN California 17’s property in the District, including overseeing entitlement, development and sales activities.

Taylor Builders and JEN. Taylor Builders was founded in 2017, and is led by Clifton Taylor, President. Taylor Builders was established to invest in, entitle and develop primarily residential real estate in the Sacramento region, San Joaquin Valley, Bay Area, and Northern Nevada markets.

Taylor Builders operates under a mutually exclusive regional partnership agreement with JEN. JEN specializes in residential real estate with longstanding relationships in the residential land, homebuilding, and workforce housing arenas. Additionally, JEN is actively engaged in land banking and specialty finance transactions for public and private homebuilding operations throughout the United States.

JEN was founded by Reuben Leibowitz in 2005. Prior to JEN, Mr. Leibowitz founded Warburg Pincus’ Real Estate group in 1984, which he led through 2004. While at Warburg Pincus, he was directly responsible for the investment of equity across four homebuilders, a residential land developer and other real estate opportunities. Mr. Leibowitz has served as a Director of four NYSE listed real estate companies, including Lennar Homes, and is a current board member of Simon Property Group, the largest global mall REIT.

391

24 ESTIMATED VALUE OF PROPERTY IN THE DISTRICT

The value of the land within the District is a critical factor in determining the investment quality of the 2025 Bonds. If a property owner defaults in the payment of the Special Tax, the City’s only remedy is to foreclose on the delinquent property in an attempt to obtain funds with which to pay the delinquent Special Tax. A variety of economic, political, and natural occurrences incapable of being accurately predicted can affect land values. See “RISK FACTORS – Land Values.”

Unpaid Special Taxes do not constitute a personal indebtedness of the owners of the parcels within the District and the owners have made no commitment to pay the principal of or interest on the 2025 Bonds or to support payment of the 2025 Bonds in any manner. There is no assurance that the owners have the ability to pay the Special Taxes or that, even if they have the ability, they will choose to pay such taxes. An owner may elect to not pay the Special Taxes when due and cannot be legally compelled to do so. Neither the City nor any 2025 Bondholder will have the ability at any time to seek payment from the owners of property within the District of any Special Tax or any principal or interest due on the 2025 Bonds, or the ability to control who becomes a s ubsequent owner of any property within the District.

Assessed Valuations

In connection with valuing property in the District, the City has obtained the assessed valuation for Fiscal Year 2025-26 (the “Assessed Valuation”) of the taxable property in the District which reflects ownership as of the January 1, 2025 lien date. The “full cash” assessed values of all of the Taxable Parcels in the District has been established by the County Assessor for Fiscal Year 2025-26 in the amount of $2,199,977,846. The following table summarizes the historical assessed valuation of property in the District since Fiscal Year 2015-16.

Table 2
Historical Aggregate Secured Assessed Valuation(1)
Fiscal Year 2015-16 through 2025-26

Fiscal Year
Number of
Parcels Land Structure Total
Percent
Change
2015-16 1,110 $148,779,584 $393,149,275 $541,928,859 n/a 2016-17 1,424 182,058,320 419,938,502 601,996,822 11%
2017-18 1,853 207,569,127 519,779,238 727,348,365 21
2018-19 1,901 252,904,427 634,792,511 887,696,938 22
2019-20 2,145 303,626,869 758,702,977 1,062,329,846 20
2020-21 2,430 349,541,558 889,946,947 1,239,488,505 17
2021-22 2,435 420,460,196 1,038,575,233 1,459,035,429 18 2022-23 2,823 467,698,271 1,221,106,626 1,688,804,897 16 2023-24 2,831 506,599,545 1,373,239,268 1,879,838,813 11 2024-25 2,834 546,717,189 1,488,920,261 2,035,637,450 8 2025-26 3,023 580,282,685 1,619,695,161 2,199,977,846 8 __________
(1) Includes all taxable parcels.

Source: Placer County Secured Property Rolls, as compiled by Willdan Financial Services.

Due to the recent and ongoing nature of development of homes in the District, the County assessed valuations are not in all cases reflective of most current development status. As provided by Article XIII A of the California Constitution, county assessors ’ assessed values are to reflect market value as of the date the property was last assessed (or 1975, which ever is more recent), increased by a maximum of 2% per year. Properties may be reassessed by the County only upon 392

25 a change of at least 51% ownership of existing property or upon new construction. The assessed values of parcels in the District thus reflect, for undeveloped parcels, the estimate of the County Assessor (the “Assessor”) of market value when acquired (or 1975, whichever is later), increased by up to 2% per year, and for parcels on which construction has occurred since their date of acquisition, the Assessor’s estimate of market value as of the time of construction, increased by up to 2% per year. The actual market value of parcels in the District, if sold at foreclosure, may be higher or lower than the Assessor ’s assessed values, depending upon the date of the Assessor ’s most recent assessment. The actual fair mar ket value of any parcel can often be more accurately established through an arms-length sale or an appraisal by an independent appraiser.

Because of the general limitation to 2% per year in increases in full cash value of properties which remain in the sa me ownership, the County tax roll does not reflect values uniformly proportional to actual market values. No assurance can be given that should a parcel with delinquent Special Taxes be foreclosed and sold for the amount of the delinquency, that any bid will be received for such property, or if a bid is received that such bid will be sufficient to pay such delinquent installments.

Value to Lien Ratios

The value of the land within the District is a critical factor in determining the investment quality of the 2025 Bonds. If a property owner defaults in the payment of a Special Tax, the City’s only remedy is to foreclose on the delinquent property in an attempt to obtain funds with which to pay the delinquent Special Taxes. See “SECURITY FOR THE BONDS – Delinquent Payments; Foreclosure Covenant” and “ RISK FACTORS – Bankruptcy and Foreclosure Delays.” Reductions in District property values due to a downturn in the economy, natural disasters such as earthquakes or floods, stricter land use regulations or other events could have an adverse impact on the security for payment of the Special Taxes.

The Special Tax is levied on each parcel within the District and only the respective individual parcel is responsible for such Special Tax.

In comparing the value of the real property within the District and the principal amount of the Bonds, it should be noted that only the real property upon which there is a delinquent Special Tax can be foreclosed upo n, and the real property within the District cannot be foreclosed upon as a whole to pay delinquent Special Taxes of the owners of such parcels within the District unless all of the property is subject to a delinquent Special Tax. In any event, individual parcels may be foreclosed upon separately to pay delinquent Special Taxes levied against such parcels.

Table 1, above, shows the projected special tax levy for Fiscal Year 2025-26, and corresponding value to lien ratios, by development status, and by ownership. The table on the following page provides additional information regarding the value to lien ratios in the District.

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26 Table 3
Projected Value to Lien Ratios
Fiscal Year 2025-26

Value to Lien Ratio on
Bonded Debt* (1)
Number of
Parcels
Fiscal Year
2025-26 Special
Tax Levy
Percent of Fiscal
Year 2025-26
Projected Special
Tax Levy
Total Assessed
Values
Allocable Share of
All Bonded Debt* (2)
Greater than 20:1 2,784 $3,131,126 92.43% $2,158,023,767 $40,743,924 10:1 to 19.99:1 164 111,480 3.33 21,019,792 1,450,632
5:1 to 9.99:1 70 107,073 3.20 12,879,460 1,393,298
4:1 to 4.99:1 0 0 0.00 0 0
3:1 to 3.99:1 0 0 0.00 0 0
2:1 to 2.99:1 1 1,318 0.04 38,941 17,146
N/A (3) 4 0 0.00 8,015,886 0
Total 3,023 $3,350,997 100.00% $2,199,977,846 $43,605,000 __________
* Preliminary; subject to change.
(1) Reflects Total Assessed Value divided by allocable Share of Bonds. (2) Reflects Series 2022 outstanding principal amount as of September 2, 2025 and Series 2025 estimated par amount of $30,000,000. (3) Parcels in category "N/A" represent four (4) parcels not projected to be Developed for Fiscal Year 2025-26 as of cut-off date of June 1, 2025 and therefore, was not levied for Fiscal Year 2025-26. As a result, these parcels do not have an allocable share of all Bonded Debt.

Source: Placer County 2025-26 Secured Roll as compiled by Willdan Financial Services.

394

27 Special Tax Collection and Delinquency Rate

The table below shows the annual Special Tax levies and current delinquencies since Fiscal Year 2020-21.

Table 4
Special Tax Collections and Delinquencies
Fiscal Years Ending June 30, 2021 – 2025

Special Tax Levy and Collection Special Tax Delinquencies (1) Fiscal Year
Ending June 30
Parcels
Levied
Annual
Special Tax
Levy
Total Annual
Special
Taxes
Collected
At Fiscal Year End As of June 4, 2025
No. of
Parcels
Delinquent
Amount
Delinquent
Delinquency
Rate
No. of
Parcels
Delinquent
Amount
Delinquent
Delinquency
Rate
2021 2,420 $2,692,414 $2,692,414 0 $0 0.0% 0 $0 0.0%
2022 2,425 2,691,954 2,691,954 0 0 0.0 0 0 0.0
2023 2,818 3,291,836 3,291,028 1 808 0.0 1 808 0.02
2024 2,827 3,250,550 3,244,509 7 6,041 0.2 4 3,245 0.10 2025 2,827 3,295,521 1,647,761 27 16,666 1.0 30 24,079 0.73 ____________
(1) Delinquent amounts shown above do not include any penalties, interest or fees. There are no delinquencies for any fiscal year prior to those shown.

Source: Placer County Tax Collector and Placer County 2024-25 Redemption Roll, as compiled by Willdan Financial Services.

Future delinquencies in the payment of property taxes (including the Special Taxes) with respect to property in the District could result in draws on the 2025 Reserve Account established for the 2025 Bonds, and perhaps, ultimately, a default in the payment on the 2025 Bonds. See “RISK FACTORS.”

395

28 Direct and Overlapping Governmental Obligations

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

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

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

Overlapping Debt Statement. Contained within the boundaries of the District are certain overlapping local agencies providing public services. Many of these local agencies have outstanding debt. The direct and overlapping debt affecting the District as of ________ 1, 2025, is shown in the table below, a direct and overlapping debt report (the “Debt Report ”) prepared by California Municipal Statistics, Inc. The Debt Report is included for general information purposes only. The City has not reviewed the Debt Report for completeness or accuracy and makes no representation in connection therewith.

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

The contents of the Debt Report are as follows: (1) the first column indicates the public agencies that have outstanding debt as of the date of the Debt Report and whose territory overlaps the District; (2) the second column shows the percentage of the assessed valuation of the overlapping public agency identified in column 1 which is represented by property located within the District; and (3) the third column is an apportionment of the dollar amount of each public agency ’s outstanding debt (which amount is not shown in the table) to property in the District, as determined by multiplying the total outstanding debt of each agency by the percentage of the public agency ’s assessed valuation represented in column 2.

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29 City Overlapping Services Districts. Taxable Property within the District is also included in two community facilities districts and one landscaping and lighting district, each heretofore formed by the City, which are generally applicable to and encompass various major planning areas annexed to the City. Community Facilities Di strict No. 1 ( “CFD No. 1 ”) was formed by the City to fund fire protection services throughout various annexed territories within the City and imposes an annual services special tax on all parcels, including commercial, multi-family, industrial and business park parcels. The fiscal year 2025-26 annual special tax ranges from $70.00 to $1,264.62.

Community Facilities District No. 5 (“CFD No. 5”) was formed by the City to fund street and parkway light maintenance, streetscape and open space maintenance and park maintenance within certain annexed territory. CFD No. 5 imposes an annual special tax for services which currently range from $47.88 to $1,994.82 per single family parcel in Whitney Ranch for fiscal year 2025-26.

The actual maximum is dependent on the number of final subdivision parcels “realized” as compared to the number originally planned.

Landscape and Lighting District No. 2 (“ LLD No. 2”) also encompasses property within the District and levies and collects an annual assessment which currently ranges from $5.00 to $90.38 per single family residential unit in Whitney Ranch Phase I and from $76.16 to $654.04 per single family residential unit in Whitney Ranch Phase II (with an equivalent per dwelling unit tax being assessed to multi-family properties) for fiscal year 2025-26 for maintenance of interior street lighting and landscape maintenance costs.

The special tax to be levied annually by CFD No. 1 commences with respect to a given parcel only upon completion of a structure on that parcel. The special tax annually levied by CFD No. 5 and the annual assessment levied by LLD No. 2 may be imposed at any time following annexation.

The range of charges for single family residences in the above districts, regardless of Whitney Ranch overlap, for fiscal year 2025-26 are approximately as follows:

Lowest Highest
CFD No. 1 $70.00 $1,264.62
CFD No. 5 $47.88 $1994.82
LLD No. 2 $5.00 $654.04

Pursuant to authorization received from the qualified electors of the City at the general election held on November 3, 1998 , and re-authorized at a general election held on November 6, 2018, the City Council levies a supplemental special parcel tax for parks and maintenance on improved single-family lots in the amount of $30 annually, on improved multi -family parcels in the amount of $20 per unit annually, and on affordable senior citizen units, as well as unimproved single and multi-family parcels which are included in a subdivision final map filed with the City , in the amount of $10 per unit.

Other Overlapping Special Tax and Assessment Districts. A community facilities district established by the Rocklin Unified Sc hool District (the “School CFD No. 3 ”) overlaps taxable properties which are located within and which are subject to the Special Taxes imposed by the District. The rate and method of apportionment of special taxes applicable to the School CFD No. 3 applies to residential property only. The maximum special tax that may be levied, in fiscal year 2022- 23, against each single family developed parcel is expected to be $ 908.05, with two percent increases per year. If necessary, the undeveloped approved parcels may be assigned a back -up tax rate up to the corresponding developed parcel rate. School CFD No. 3 received voter authorization to issue $36,000,000 in special tax bonds . Bonds have been issued for School CFD 397

30 No. 3, the special taxes levied on parcels within School CFD No. 3 are being used for debt service on the Rocklin Unified School District CFD No. 3 bonds outstanding in the amount of $21,032,787, as indicated in footnote 1 to Table 7.

Other overlapping assessments for the taxable properties encompasse d by the District include annual assessment levies which are imposed by the Placer County Water Agency and by the Placer County Mosquito Abatement District. These levies are projected to total approximately $31.90 per single family parcel for Fiscal Year 2022-23.

Other public agencies whose boundaries overlap those of the District could, without the consent of the City and in certain cases without the consent of the owners of the land within the District, impose additional taxes or assessment liens on the land within the District. The purpose would likely be to finance additional regional or local public improvements or services. The lien created on the land within the District through the levy of such additional taxes or assessments may be on parity with the lien of the Special Tax. In addition, construction loans may be obtained by the Master Developer or home loans may be obtained by ultimate homeowners. The deeds of trust securing such debt on property within the District, however, will be in a junior position to the lien of the Special Tax.

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31 Estimated Effective Tax Rate on Single Family Home

The Tax Consultant has estimated that the projected overall effective tax rate for a single- family residential property in the District with a median complete assessed value is approximately

1.60% for Fiscal Year 2025-26, as shown in the following table. This figure may be slightly higher for certain parcels, including parcels participating in a solar assessment financing program (PACE program) offered by the County.

Table 6
Effective Tax Rates in the District
Projected Sample Property Tax Bill for Median-Assessed Value Single-Family Property for Fiscal Year 2025-26 (1)

ASSESSED VALUATION AND PROPERTY TAXES

Assessed Value $676,518.00
Less: Homeowner's Exemption (7,000.00)
Assessed Values $669,518.00

Ad Valorem Tax Rate 1.091114%

AD VALOREM PROPERTY TAXES
GENERAL PURPOSE/VOTER-APPROVED DEBT $7,305.21

ASSESSMENTS, SPECIAL TAXES AND PARCEL CHARGES(2)
Placer Mosquito & Vector Control $34.86
City of Rocklin Park Development and Maintenance 30.00
City of Rocklin LLD #2 (3) 273.18
City of Rocklin CFD#1 MR (3) 390.66
City of Rocklin CFD#5 MR (3) 727.58
City of Rocklin CFD#10 (3) 1,005.86
Rocklin Unified School CFD#3 MR 944.80

Subtotal: Assessments, Special Taxes and Parcel Charges $3,406.94

Total Property Taxes $10,712.15

Total Effective Tax Rate 1.60%

(1) Projected Fiscal year 2025-26 Property Tax Rate for a Single Family detached unit. Represents the FY 2024-25 Ad Valorem Tax Rate for Tax Rate Area 004-089 assuming no change in the tax rate for FY 2025-26, subject to change annually.
(2) Assumes no PACE related Special Tax.
(3) Charges are for the Fiscal Year 2025-26 levy. CFD# 1 and CFD#5 historically charged at Maximum Tax.

Source: Placer County Tax Collector as compiled by Willdan Financial Services.

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32 RISK FACTORS

The purchase of the 2025 Bonds described in this Official Statement involves a degree of risk that may not be appropriate for some investors. The following includes a discussion of some of the risks which should be considered before making an investment decision.

Limited Obligation of the City to Pay Debt Service

The City has no obligation to pay principal of and interest on the 2025 Bonds in the event Special Tax collections are delinquent, other than from amounts, if an y, on deposit in the 2025 Reserve Account or funds derived from the tax sale or foreclosure and sale of parcels on which levies of the Special Tax are delinquent, nor is the City obligated to advance funds to pay such debt service on the 2025 Bonds. The 2025 Bonds are not general obligations of the City but are limited obligations of the City and the District payable solely from the proceeds of the Special Tax and certain funds held under the Fiscal Agent Agreement, including amounts deposited in the 2025 Reserve Account and investment income thereon, and the proceeds, if any, from the sale of property in the event of a foreclosure. See “SECURITY FOR THE BONDS.” Any tax for the payment of the 2025 Bonds will be limited to the Special Tax to be collected within the jurisdiction of the District.

Remaining Property Development

Taxable land in the District is largely built -out and owned by individual homeowners.

Continuing development of the remaining undeveloped parcels in the District may be adversely affected by changes in general or local economic conditions, fluctuations in or a deterioration of the real estate market, increased construction costs, development, financing and marketing capabilities of the merchant homebuilders active in the community, water or electricity shortages, discovery on the undeveloped property of any plants or animals in their habitat that have been listed as endangered species, changes in laws, and other factors outside the control of the owners of land in the District. Development in the District may also be affected by development in surrounding areas, which may compete with the property in the District . See “ –Property Values and Property Development.”

Exempt Properties

Certain properties are exempt from the Special Tax in accordance with the Special Tax Formula. In addition, the Act provides that properties or entities of the state, federal or local government are exempt from the Special Tax; provided, however, that propert y within the District acquired by a public entity through a negotiated transaction, or by gift or devise, that is not otherwise exempt from the Special Tax, will continue to be subject to the Special Tax. It is possible that property acquired by a public entity following a tax sale or foreclosure based upon failure to pay taxes could become exempt from the Special Tax. In addition, the Act provides that if property subject to the Special Tax is acquired by a public entity through eminent domain proceedings, the obligation to pay the Special Tax with respect to that property, for outstanding Bonds only, is to be treated as if it were a special assessment. The constitutionality and operation of these provisions of the Act have not been tested.

In particular, insofar as the Act requires payment of the Special Tax by a federal entity acquiring property within the District, it may be unconstitutional. If for any reason property within the District becomes exempt from taxation by reason of ownership by a nontaxabl e entity such as the federal government or another public agency, subject to the limitation of the Maximum Special Tax, the Special Tax will be reallocated to the remaining taxable properties within the District. This would 400

33 result in the owners of such property paying a greater amount of the Special Tax and could have an adverse impact upon the timely payment of the Special Tax. Moreover, if a substantial portion of land within the District becomes exempt from th e Special Tax because of public ownership, or otherwise, the maximum rate that could be levied upon the remaining acreage might not be sufficient to pay principal of and interest on the 2025 Bonds when due and a default would occur with respect to the payment of such principal and interest

Property Values and Property Development

The value of Taxable Property within the District is a critical factor in determining the investment quality of the 2025 Bonds. If a property owner defaults in the payment of the Special Tax, the District’s only remedy is to foreclose on the delinquent property in an attempt to obtain funds with which to pay the delinquent Special Tax. Land development and land values could be adversely affected by economic and other factors beyond the District ’s control, such as: a general economic downturn; adverse judgments in future litigation that could affect the scope, timing or viability of development; relocation of employers out of the area; stricter land use regulations; shortages of water, electricity, natural gas or other utilities; destruction of property caused by earthquake, flood or other natural disasters; environmental pollution or contamination.

Neither the Underwriter nor t he City has evaluated development risks. Since these are largely business risks of the type that property owners customarily evaluate individually, and inasmuch as changes in land ownership may well mean changes in the evaluation with respect to any particular parcel, the District is issuing the 2025 Bonds without regard to any such evaluation.

Thus, the creation of the District and the issuance of the 2025 Bonds in no way imply that the District or the City has evaluated these risks or the reasonableness of these risks.

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

Land Development. Land values are influenced by the level of development in the area in many respects.

First, undeveloped or partially developed land is generally less valuable than developed land and provides less security to the owners of the 2025 Bonds should it be necessary for the District to foreclose on undeveloped or partially developed property due to the nonpayment of Special Taxes.

Second, failure to complete development on a timely basis could adversely affect the land values of those parcels that have been completed. Lower land values would resu lt in less security for the payment of principal of and interest on the 2025 Bonds and lower proceeds from any foreclosure sale necessitated by delinquencies in the payment of the Special Tax. See “ESTIMATED VALUE OF PROPERTY WITHIN THE DISTRICT – Value to Lien Ratios.” No assurance can be given that the proposed development within the District will be completed, and in assessing the investment quality of the 2025 Bonds, prospective purchasers should evaluate the risks of noncompletion.

Neither th e Master Developer nor any merchant homebuilder active in the community provides assurances to the City that the remaining undeveloped portions of the project will be developed or that sources of financing that will actually be available to the Master Developer or the applicable merchant homebuilder will be sufficient to complete its currently projected development.

Neither the Master Developer nor any merchant homebuilder active in the community has an 401

34 obligation to the City or to owners of the 2025 Bonds to complete its development project in the District.

Risks of Real Estate Investment Generally . Continuing development of land within the District may be adversely affected by changes in general or local economic conditions, fluctuations in the real estate market, increased construction costs, development, financing and marketing capabilities of individual property owners, water or electricity short ages, and other similar factors.

Development in the District may also be affected by development in surrounding areas, which may compete with the District. In addition, land development operations are subject to comprehensive federal, state and local reg ulations, including environmental, land use, zoning and building requirements. There can be no assurance that proposed land development operations within the District will not be adversely affected by future government policies, including, but not limited to, governmental policies to restrict or control development, or future growth control initiatives. There can be no assurance that land development operations within the District will not be adversely affected by these risks.

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

Other natural disasters could include, without limitation, landslides, floods, droughts, wildfire or tornadoes. One or more natural disasters could occur and could result in damage to improvements of varyin g seriousness. The damage may entail significant repair or replacement costs and that repair or replacement may never occur either because of the cost, or because repair or replacement will not facilitate habitability or other use, or because other consid erations preclude such repair or replacement. Under any of these circumstances there could be significant delinquencies in the payment of Special Taxes, and the value of the parcels may well depreciate.

Drought Conditions. In recent years, California has experienced significant droughts that have resulted in severe impacts to California’s water supplies and their ability to meet all the demands for water in the State. The City cannot predict how long any future drought will last or what effect drought conditions could have on the willingness of property taxpayers in the District to pay their Special Taxes.

Hazardous Substances. Although the City is not aware that the owner (or operator) of any of the property within the District has a current liability for a hazardous substance with respect to any of the parcels, it is possible that such liabilities do currently exist and that the City is not aware of them. A “Phase 1” environmental site assessment was prepared for the property in the District (not including the specific plan Phase 3 property), which did not indicate the presence of any hazardous substance or other environmental concerns within the District.

Endangered and Threatened Species. It is illegal to harm or disturb any plants or animals in their habitat that have been listed as endangered species by the United States Fish & Wildlife Service under the Federal Endangered Species Act or by the California Fish & Game Commission under the California Endangered Species Act without a permit . Although the Master Developer believes that no federally listed endangered or threatened species would be affected by the proposed development within the District, other than any that are permitted by the entitlements 402

35 already received, the discovery of an endangered plant or animal could delay development of vacant property in the District or reduce the value of undeveloped property.

Wildfires and Fire Insurance

Wildfires. In the past, drought conditions in the State (see “Property Values and Property Development – Drought” above) have led to increased risk of wildfire. In particular, certain electrical operators in the State have seen their distribution/transmission lines cause billi ons of dollars in property damage and the loss of lives. In 2023, as in several prior years, for example, devastating wildfires burned in various communities in California, causing wide -spread damage. In 2025, communities in Los Angeles County, including Pacific Palisades, Malibu and Altadena, experienced widespread devastation from wildfires causing losses of life, thousands of burned homes, and billions of dollars in property damage. Although not located in a very high fire hazard severity zone, no assur ance can be given that wildfires will not erupt in the District and negatively impact development of property in the District or willingness and ability to pay property taxes in the future.

On January 16, 2025, Governor Gavin Newsom issued Executive Order N-10-25 (the “Governor’s Order ”) which canceled penalties, costs and interest on overdue property taxes (including special taxes) within certain zip codes affected by the Palisades Fire and the Altadena Fire during calendar year 2025. This will likely ca use a delay in the payment of special taxes by certain property owners in any community facilities districts affected by Governor’s Order. Unless the majority of property owners within the community facilities districts pay their special taxes voluntarily or have mortgage impound accounts, it is likely that the community facilities districts will need to draw upon a reserve fund to make debt service payments on outstanding bonds prior to the expiration of the Governor’s Order and it is possible that outsta nding bonds will experience a payment default. In the event of a major fire or other natural disaster affecting the District, a similar order affecting the District could impact the debt service payment for the 2025 Bonds.

Fire Insurance . Fire insurance has become increasingly costly for homeowners, with several major insurers no longer willing to insure homes in California. In many instances existing policies are not being renewed, or if renewed and subject to substantial increases in premium cost.

Should homeowners within the District be unable to obtain fire insurance or face high premium costs, they may be resistant to a new home purchase or not be able to qualify for a mortgage, which in turn may affect the rate of home sales within the District. Although to the City’s knowledge, homeowners have not experienced issues obtaining fire insurance when purchasing homes in the District, no assurance can be given that going forward fire insurance will be readily available at a reasonable price to homeowners within the District.

Enforceability of Remedies

The remedies available to the Fiscal Agent and the registered owners of the 2025 Bonds upon a default under the Fiscal Agent Agreement or any other document described in this Official Statement are in many respects dependent upon regulatory and judicial actions that are often subject to discretion and delay. Under existing law and judicial decisions, the remedies provided for under such documents may not be readily available or may be limited. Any legal opinions to be delivered concurrently with the issuance of the 2025 Bonds will be qualified to the extent that the enforceability of the legal documents with respect to the 2025 Bonds is subject to limitations i mposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors generally and by equitable remedies and proceedings generally.

403

36 Judicial remedies, such as foreclosure and enforcement of covenants, are subject to exercise of judicial discretion. A California court may not strictly apply certain remedies or enforce certain covenants if it concludes that application or enforcement would be unreasonable under the circumstances and it may delay the application of such remedies and enforcement.

Levy and Collection of Special Taxes

General. The principal source of payment of principal of and interest on the 2025 Bonds is the proceeds of the annual levy and collection of the Special Tax against property within the District.

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

In addition to the maximum annual Special Tax rate limitation in the Special Tax Formula, Section 53321(d) of the Act provides that the special tax levied against any parcel for which an occupancy permit for private residential use has been is sued may not be increased as a consequence of delinquency or default by the owner of any other parcel within a community facilities district by more than 10% above the amount that would have been levied in such Fiscal Year had there never been any such del inquencies or defaults. In cases of significant delinquency, these factors may result in defaults in the payment of principal of and interest on the 2025 Bonds.

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

Legal Requirements. Other events that may affect the value of a parcel include changes in the law or application of the law. Such changes may include, without limitation, local growth control initiatives, local utility connection moratoriums and local application o f statewide tax and governmental spending limitation measures. Development in the District may also be adversely affected by the application of laws protecting endangered or threatened species.

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

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

Property Tax Delinquencies . Failure of the owners of Taxable Property to pay property taxes (and, consequently, the Special Tax), or delays in the collection of or inability to collect the Special Tax by tax sale or foreclosure and sale of the delinquent parcels, could 404

37 result in a deficiency in the collection of Special Tax revenues. See “– Tax Delinquencies” below. For a summary of recent Special Tax collection and delinquency rates in the District, see “THE DISTRICT – Special Tax Collection and Delinquency Rates.”

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

If sales or foreclosures of property are necessary, there could be a delay in payments to owners of the 2025 Bonds pending such sales or the prosecution of foreclosure proceedings and receipt by the City of the proceeds of sale if the 2025 Reserve Account is depleted. See “SECURITY FOR THE BONDS – Delinquent Payments; Foreclosure Covenant.”

The ability of the City to collect interest and penalties specified by State law and to foreclose against properties having delinquent Special Tax installments may be limited in certain respects with regard to properties in which the Federal Deposit Insurance Corporation (the “FDIC”) has or obtains an interest. The FDIC would obtain such an interest by taking over a financial institution that has made a loan that is secured by property within the District. Federal courts have held that, based on the supremacy clause of the United States Constitution, in the absence of Congressional intent to the contrary, a state or local age ncy cannot foreclose to collect delinquent taxes or assessments if foreclosure would impair the federal government interest. Moreover, unless Congress has otherwise provided, if the federal government has a mortgage interest in the parcel and the City wish es to foreclose on the parcel as a result of delinquent Special Taxes, the property cannot be sold at a foreclosure sale unless it can be sold for an amount sufficient to pay delinquent taxes and assessments on a parity with the Special Taxes and preserve the federal government’s mortgage interest. In Rust v. Johnson (9th Circuit; 1979) 597 F.2d 174, the United States Court of Appeal, Ninth Circuit held that the Federal National Mortgage Association (“ FNMA”) is a federal instrumentality for purposes of this doctrine, and not a private entity, and that, as a result, an exercise of state power over a mortgage interest held by FNMA constitutes an exercise of state power over property of the United States.

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

Bankruptcy and Foreclosure Delays

The payment of the Special Tax and the ability of the District to foreclose the lien of a delinquent unpaid tax, as discussed in “SECURITY FOR THE BONDS — Delinquent Payments; Foreclosure Covenant,” may be limited by bankruptcy, insolvency or other laws ge nerally affecting creditors’ rights or by the laws of the State of California relating to judicial foreclosure. The various legal opinions to be delivered concurrently with the delivery of the 2025 Bonds (including Bond 405

38 Counsel’s approving legal opinion) will be qualified as to the enforceability of the various legal instruments by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights, by the application of equitable principles and by the exercise of judicial discretion in appropriate cases.

Although bankruptcy proceedings would not cause the Special Taxes to become extinguished, bankruptcy of a property owner could result in a delay in prosecuting superior court foreclosure proceedings and could result in the possibility of delinquent Special Tax installments not being paid in full. Such a delay would increase the likelihood of a delay or default in payment of the principal of and interest on the 2025 Bonds. To the extent that property in the District conti nues to be owned by a limited number of property owners, the chances are increased that the 2025 Reserve Account established for the 2025 Bonds could be fully depleted during any such delay in obtaining payment of delinquent Special Taxes. As a result, su fficient moneys would not be available in the 2025 Reserve Account for transfer to the Bond Fund to make up shortfalls resulting from delinquent payments of the Special Tax and thereby to pay principal of and interest on the 2025 Bonds on a timely basis.

To the extent that bankruptcy or similar proceedings were to involve a large property owner, the chances would increase the likelihood that the 2025 Reserve Account could be fully depleted during any resulting delay in receiving payment of delinquent Special Taxes. As a result, sufficient monies would not be available in the 2025 Reserve Account for transfer to the Bond Fund to make up any shortfalls resulting from delinquent payments of the Special Tax and thereby to pay principal of and interest on the 2025 Bonds on a timely basis.

Parity Taxes and Special Assessments; Private Debt

The City, the County and certain other public agencies are authorized by the Act to form other community facilities districts and improvement areas and, under other provisions of State law, to form special assessment districts, either or both of which could include all or a portion of the land within the District.

Property in the District is currently subject to certain overlapping tax and assessment liens, as shown in the overlapping debt statement. In general, the liens of these other taxes and assessments are independent and co -equal to the lien securing the Special Taxes. See “ESTIMATED VALUE OF PROPERTY WITHIN THE DISTRICT – Priority of Lien.”

There can be no assurance that property owners within the District will not petition for the formation of other community facilities districts and improvement areas or for a special assessment district or districts and that parity special taxes or special assessments will not be levied by the City or some other public agency to finance additional public faci lities. In addition to liens for special taxes or assessments to finance public improvements of benefit to land within the District, owners of property may obtain loans from banks or other private sources which loans may be secured by a lien on the parcels in the District. Such loans would increase amounts owed by the owner of such parcel with respect to development of its property in the District. However, the lien of such loans would be subordinate to the lien of the Special Taxes.

406

39 Tax Delinquencies

Under provisions of the Act, the Special Taxes will be billed to the properties within the District on the regular property tax bills sent to owners of such properties. Such Special Tax installments are due and payable, a nd bear the same penalties and interest for nonpayment, as do regular property tax installments. Special Tax installment payments cannot be made separately from property tax payments. Therefore, the unwillingness or inability of a property owner to pay r egular property tax bills as evidenced by property tax delinquencies may also indicate an unwillingness or inability to make regular property tax payments and Special Tax payments in the future.

The annual Special Tax will be billed and collected in two i nstallments payable without penalty by December 10 and April 10. In the event such Special Taxes are not timely paid, moneys available to pay debt service on the 2025 Bonds becoming due on the subsequent respective March 1 and September 1 may be insufficient, except to the extent moneys are available in the 2025 Reserve Account.

In the event of non -payment of Special Taxes, funds in the 2025 Reserve Account , if available, may be used to pay principal of and interest on the 2025 Bonds. If funds in the 2025 Reserve Account are depleted, the funds can be replenished from the proceeds of the levy and collection of the Special Tax that are in excess of the amount required to pay all amounts to be paid to the 2025 Bond holders pursuant to the Fiscal Agent Agreement. However, no replenishment from the proceeds of a Special Tax levy can occur as long as the proceeds that are collected from the levy of the Special Tax against proper ty within the District at the maximum Special Tax rates, together with other available funds, remains insufficient to pay all such amounts. Thus it is possible that the 2025 Reserve Account will be depleted and not be replenished by the levy of the Specia l Tax.

See “SECURITY FOR THE BONDS — Delinquent Payments; Foreclosure Covenant” for a discussion of the provisions which apply, and procedures which the City is obligated to follow, in the event of delinquency in the payment of Special Taxes. See also “SECURITY FOR THE BONDS — Special Tax Methodology – Limitation on Increases of Special Tax Levy” for a discussion of a limitation imposed by the Act applicable to Special Tax increases on residential property.

Disclosure to Future Purchasers

The willingness or ability of an owner of a parcel to pay the Special Tax, even if the value of the property is sufficient to justify payment, may be affected by whether or not the owner was given due notice of the Special Tax authorization at the time the owner purchased the parcel, was informed of the amount of the Special Tax on the parcel should the Special Tax be levied at the maximum tax rate and, at the time of such a levy, has the ability to pay it as well as pay other expenses and obligations. The City has caused a Notice of Special Tax Lien to be recorded in the Office of the Recorder for the County against the real property in the District. Although title companies normally refer to such notices in title reports, there can be no guarantee that such reference will be made or, if made, that a prospective purchaser or lender will consider such Special Tax obligation when purchasing real property within the District or lending money thereon, as applicable.

California Civil Code Section 1102.6b requires that, in the case of transfers, the seller must at least make a good faith effort to notify the prospective purchaser of the special tax lien in a format prescribed by statute. Failure by an owner of the property to comply w ith the above requirements, or failure by a purchaser or lessor to consider or understand the nature and existence of the Special 407

40 Tax, could adversely affect the willingness and ability of the purchaser or lessor to pay the Special Tax when due.

No Acceleration Provisions

The 2025 Bonds do not contain a provision allowing for the acceleration of the 2025 Bonds in the event of a payment default or other default under the terms of the 2025 Bonds or the Fiscal Agent Agreement. Under the Fiscal Agent Agreement, a Bond holder is given the right for the equal benefit and protection of all Bond holders similarly situated to pursue certain remedies. So long as the 2025 Bonds are in book -entry form, DT C will be the sole Bond holder and will be entitled to exercise all rights and remedies of Bond holders.

Ballot Initiatives

From time to time, initiative measures qualify for the State ballot pursuant to the State ’s constitutional initiative process and those measures could be adopted by California voters. The adoption of any such initiative might place limitations on the ability of the State, the City, the County or other local districts to increase revenues or to increa se appropriations or on the ability of the landowners to complete the development of the District. See “Property Values and Property Development – Land Development” above. See also “Proposition 218” below.

Voter Initiatives

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

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

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

On November 2, 2010, California voters approved Proposition 26, entitled the “Supermajority Vote to Pass New Taxes and Fees Act.” Section 1 of Proposition 26 declares that Proposition 26 is intended to limit the ability of the State Legislature and local government to circumvent existing restrictions on increasing taxes by defining the new or exp anded taxes as “fees.” Proposition 26 amended Articles XIIIA and XIIIC of the State Constitution. The amendments to Article XIIIA limit the ability of the State Legislature to impose higher taxes (as defined in Proposition 26) without a two - thirds vote of the Legislature. Article XIIIC requires that all new local taxes be submitted to the electorate before they become effective. Taxes for general governmental purposes require a majority vote and taxes for specific purposes (“special taxes”) require a two-thirds vote.

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41 The Special Taxes and the 2025 Bonds were each authorized by not less than a two -thirds vote of the landowners within the District who constituted the qualified electors at the time of such voted authorization. The District believes, therefo re, that issuance of the 2025 Bonds does not require the conduct of further proceedings under the Mello-Roos Act, Proposition 218 or Proposition

26. Like their antecedents, Proposition 218 and Proposition 26 are likely to undergo both judicial and legislative scrutiny before the impact on the District can be determined. Certain provisions of Proposition 218 and Proposition 26 may be examined by the courts for their constitutionality under both State and federal constitutional law, the outcome of which cannot be predicted.

Case Law Related to the Mello-Roos Act

On August 1, 2014, the California Court of Appeal, Fourth Appellate District, issued its opinion in City of San Diego v. Melvin Shapiro, et al. (D063997). The case involved a Convention Center Facilities District (the “CCFD”) established by the City of San Diego. The CCFD is a financing district established under the City ’s charter (the “Charter”) and was intended to function much like a community facilities district established under the Mello-Roos Act. The CCFD was comprised of all of the real property in the entire City. However, the CCFD special tax was to be levied only on properties in the CCFD that were improved with a hotel.

At the ele ction to authorize the CCFD special tax, the CCFD proceedings limited the electorate to owners of hotel properties and lessees of real property owned by a governmental entity on which a hotel was located. Registered voters in the City of San Diego were not permitted to vote.

This definition of the qualified electors of the CCFD was based on Section 53326(c) of the Mello - Roos Act, which generally provides that, if a special tax will not be apportioned in any tax year on residential property, the legislative body may provide that the vote shall be by the landowners of the proposed community facilities district whose property would be subject to the special tax.

The San Diego Court held that the CCFD special tax election did not comply with the City’s Charter and with applicable provisions of the California Constitution -- specifically Article XIIIA, section 4 (“Cities, Counties and special districts, by a two-thirds vote of the qualified electors of such district, may impose special taxes on such district…. ”) and Article XIIIC, section 2(d) ( “No local government may impose, extend, or increase any special tax unless and until that tax is submitted to the electorate and approved by a two-thirds vote.”) -- because the electors in the CCFD election should have b een the registered voters residing within the CCFD (the boundaries of which were coterminous with the boundaries of the City of San Diego).

As to the District, there were no registered voters within the District at the time of the election to authorize the Special Taxes. Significantly, the San Diego Court expressly stated that it was not addressing the validity of a landowner election to impose special taxes on residential property pursuant to the Mello -Roos Act in situations where there are fewer than 12 registered voters.

Therefore, by its terms, the San Diego Court’s holding does not apply to the special tax election in the District.

Moreover, Sections 53341 and 53359 of the Act establish a limited period of time in which special taxes levied under the Mello-Roos Act may be challenged by a third party:

53341. Any action or proceeding to attack, review, set aside, void, or annul the levy of a special tax or an increase in a special tax pursuant to [the Mello-Roos Act] shall be commenced within 30 days after the special tax is approved by the voters…. 409

42 53359. An action to determine the validity of bonds issued pursuant to [the Mello - Roos Act] or the validity of any special taxes levied pursuant to [the Mello-Roos Act] … shall …. be commenced within 3 0 days after the voters approve the issuance of the bonds or the special tax …

Landowner voters approved the Special Taxes and the issuance of bonds for the District in compliance with all applicable requirements of the Mello-Roos Act. Therefore, pursuant to Sections 53341 and 53359 of the Mello-Roos Act, the statute of limitations period to challenge the validity of the special tax has expired.

Because the San Diego Court expressly stated that it did not consider the facts presented by the District and because the period for challenging the Special Taxes has passed, the City believes the Special Taxes are valid and cannot be challenged.

Changes in Law

There can be no assurance that the California electorate will not at some future time adopt initiatives or that the Legislature will not enact legislation that will amend the Act or other laws or the Constitution of the State resulting in a reduction of Special Tax Revenues available to pay debt service on the 2025 Bonds.

Loss of Tax Exemption

As discussed under the caption “TAX MATTERS,” interest on the 2025 Bonds could become includable in gross income for purposes of federal income taxation retroactive to the date the 2025 Bonds were issued, as a result of future acts or omissions of the City in violation of its covenants in the Fiscal Agent Agreement. In addition, current and future legislative proposals, if enacted into law, may cause interest on the 2025 Bonds to be subject, directly or indirectly, to federal income taxation by, for example, changing the current exclusion or deduction rules to limit the aggregate amount of interest on state and local government bond s that may be treated as tax exempt by individuals.

Should such an event of taxability occur, the 2025 Bonds are not subject to special redemption and will remain outstanding until maturity or until redeemed under other provisions set forth in the Fiscal Agent Agreement.

Secondary Market

There can be no guarantee that there will be a secondary market for the 2025 Bonds, or, if a secondary market exists, that the 2025 Bonds can be sold for any particular price. Occasionally, because of general market conditions or because of adverse history or economic prospects connected with a particular issue, secondary marketing practices in connection with a particular issue are suspended or terminated. Additionally, prices of issues for which a market is being made will depend upon the then prevailing circumstances.

Public Health Emergencies and Perceptions

In recent years, public health authorities have increasingly focused on pandemic diseases such as the COVID-19, resulting in a greater public concern of new or ongoing health emergencies or threats posed by outbreaks of disease and other public health threats. Pandemic diseases or perceptions of imminen t serious disease outbreaks arising in the future could have significant adverse health and financial impacts throughout the world, leading to loss of jobs and personal 410

43 financial hardships, and/or actions by federal, State and local governmental authorities to contain or mitigate the effects of an outbreak.

Taxpayer assistance measures may include deferral of due dates of property taxes, which was an assistance program during the COVID -19 pandemic, and with or without a deferral some taxpayers may be unable to make their property and Special Tax payments. No assurance can be given that the property tax payment dates will not be deferred in the future, which may cause a delay in the receipt of Special Taxes. In addition, home values may be affected by a reduction in demand stemming from personal finances, or general widespread economic circumstances resulting from pandemic diseases.

Cyber Security

The City, like many other public and private entities, relies on computer and other digital networks and systems to conduct its operations. As a recipient and provider of personal, private or other sensitive electronic information, the City is potentially subject to multiple cyber threats, including without limitation hacking, viruses, ransomware, malware and other attacks. No assurance can be given that the City ’s efforts to manage cyber threats and attacks will be successful in all cases, or that any such attack will not materially impact the operations or finances of the City or the District, or the administration of the Bonds. The City is also reliant on other entities and service providers in connection with the administration of the Bonds, including without limitation the County tax collector for the levy and collection of Special Taxes, the Fiscal Agent, and the dissemination agent. No assurance can be given that the City, the District and these other entities will not be affected by cyber threats and attacks in a manner that may affect the Bond owners.

Bonds Subject to Special Mandatory Redemption from Prepayments

The 2025 Bonds are subject to mandatory redemption from prepayment of special taxes. Such prepayments could be made by any of the owners of any of the property within the District, including the Master Developer, merchant homebuilder s active in the community and individual property owner s. Such prepayments c ould also be made from the proceeds of bonds issued by or on behalf of an over -lapping special assessment district or community facilities district. The resulting redemption of 2025 Bonds that were purchased at a price greater than the applicable redemption price could reduce the otherwise expected yield on such 2025 Bonds.

One undeveloped property owner in the District, Rocklin 688 LP Lessee Et Al, prepaid its special tax obligation in the approximate amount of $1.3 million in 2022 . There has been no prepayments since 2022.

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44 CONSTITUTIONAL LIMITATIONS ON TAXATION AND APPROPRIATIONS

Article XIIIA of the California Constitution, commonly known as “Proposition 13,” provides that each county will levy the maximum ad valorem property tax permitted by Proposition 13 and will distribute the proceeds to local agencies in accordance with an allocation formula based in part on pre-Proposition 13 ad valorem property tax rates levied by local agencies.

Article XIIIA limits the maximum ad valorem tax on real property to 1% of “full cash value,” which is defined as the County Assessor ’s valuation of real property as shown on the 1975 -76 tax bill under full cash value, or, thereafter, the appraised value of real property when purchased, newly constructed, or a change in ownership has occurred after the 1975 assessment. The full cash value may be adjusted annually to reflect increases of no more than 2% per year or decreases in the consumer price index or comparable local data, or declining property value caused by damage, destruction or other factors.

Article XIIIA exempts from the 1% tax limitation any taxes to repay indebtedness approved by the voters prior to July 1, 1978, and requir es a vote of two -thirds of the qualified electorate to impose Special Taxes or any additional ad valorem, sales, or transaction taxes on real property. In addition, Article XIIIA requires the approval of two -thirds of all members of the State Legislature to change any State laws resulting in increased tax revenues. On June 3, 1986, California voters approved an amendment to Article XIIIA of the California Constitution to allow local governments and school districts to raise their property tax rates above the constitutionally mandated 1% ceiling for the purpose of paying off certain new general obligation debt issued for the acquisition or improvement of real property and approved by two-thirds of the votes cast by the qualified electorate.

If any such voter-approved debt is issued, it may be on parity with the lien of the Special Tax on the parcels within the District.

State and local government agencies in the State, and the State itself are subject to annual appropriation limits, imposed by Article XIIIB of the State Constitution. Article XIIIB prohibits government agencies and the State from spending “appropriations subject to limitation” in excess of the appropriations limits imposed. “Appropriations subject to limitation” are authorizations to spend “proceeds of taxes,” which consist of tax revenues, certain state subventions and certain other funds, including proceeds from regulatory licenses, user charges or other fees to the extent that such proceeds exceed the cost reasonably borne by such entity in providing the reg ulation, product or service. No limit is imposed on appropriations of funds which are not “proceeds of taxes” such as debt service on indebtedness existing or authorized before January 1, 1979, or subsequently authorized by the voters, appropriations requ ired to comply with mandates of courts or the federal government, reasonable user charges or fees and certain other non-tax funds.

TAX MATTERS

Federal Tax Status. In the opinion of Jones Hall LLP, as Bond Counsel, subject, however to the qualifications set forth below, under existing law, the interest on the 2025 Bonds is excluded from gross income for federal income tax purposes and such interest is not an item of tax preference for purposes of the federal alternative minimum t ax. Interest on the 2025 Bonds may be subject to the corporate alternative minimum tax.

The opinions set forth in the preceding paragraph are subject to the condition that the City comply with all requirements of the Internal Revenue Code of 1986, as amen ded (the “Tax Code”) relating to the exclusion from gross income for federal income tax purposes of interest on obligations 412

45 such as the 2025 Bonds. The City has made certain representations and covenants in order to comply with each such requirement. Inaccuracy of those representations, or failure to comply with certain of those covenants, may cause the inclusion of such interest in gross income for federal income tax purposes, which may be retroactive to the date of issuance of the 2025 Bonds.

Tax Treatment of Original Issue Discount and Premium. If the initial offering price to the public at which a 2019 Bond is sold is less than the amount payable at maturity thereof, then such difference constitutes “original issue discount” for purposes of federal income taxes and State of California personal income taxes. If the initial offering price to the public at which a 2019 Bond is sold is greater than the amount payable at maturity thereof, then such difference constitutes “original issue premium” for purposes of federal income taxes and State of California personal income taxes.

De minimis original issue discount and original issue premium are disregarded.

Under the Tax Code, original issue discount is treated as interest excluded from federal gross income and exempt from State of California personal income taxes to the extent properly allocable to each owner thereof subject to the limitations described in the first paragraph of this section. The original issue discount accrues over the term to maturity of the 2019 Bond on the basis of a constant interest rate compounded on each interest or principal payment date (with straight-line interpolations between compounding dates). The amount of original issue discount a ccruing during each period is added to the adjusted basis of such 2025 Bonds to determine taxable gain upon disposition (including sale, redemption, or payment on maturity) of such 2019 Bond. The Tax Code contains certain provisions relating to the accrua l of original issue discount in the case of purchasers of the 2025 Bonds who purchase the 2025 Bonds after the initial offering of a substantial amount of such maturity. Owners of such 2025 Bonds should consult their own tax advisors with respect to the tax consequences of ownership of 2025 Bonds with original issue discount, including the treatment of purchasers who do not purchase in the original offering, the allowance of a deduction for any loss on a sale or other disposition, and the treatment of accr ued original issue discount on such 2025 Bonds under federal individual alternative minimum taxes.

Under the Tax Code, original issue premium is amortized on an annual basis over the term of the 2025 Bond (said term being the shorter of the 2025 Bond’s maturity date or its call date). The amount of original issue premium amortized each year reduces the adjusted basis of the owner of the 2025 Bond for purposes of determining taxable gain or loss upon disposition. The amount of original issue premium on a 2025 Bond is amortized each year over the term to maturity of the 2025 Bond on the basis of a constant interest rate compounded on each interest or principal payment date (with straight-line interpolations between compounding dates). Amortized 2025 Bond premium is not deductible for federal income tax purposes. Owners of premium 2025 Bonds, including purchasers who do not purchase in the original offering, should consult their own tax advisors with respect to State of California personal income tax and federal income tax consequences of owning such 2025 Bonds.

California Tax Status. In the further opinion of Bond Counsel, interest on the 2025 Bonds is exempt from California personal income taxes.

Other Tax Considerations. Current and future legislative proposals, if enacted into law, clarification of the Tax Code or court decisions may cause interest on the 2025 Bonds to be subject, directly or indirectly, to federal income taxation or to be subject to or exempted from st ate income taxation, or otherwise prevent beneficial owners from realizing the full current benefit of the tax status of such interest. The introduction or enactment of any such legislative proposals, clarification of the Tax Code or court decisions may also affect the market price for, or marketability of, the 2025 Bonds. 413

46 It cannot be predicted whether or in what form any such proposal might be enacted or whether, if enacted, such legislation would apply to bonds issued prior to enactment.

The opinions expressed by Bond Counsel are based upon existing legislation and regulations as interpreted by relevant judicial and regulatory authorities as of the date of such opinion, and Bond Counsel has expressed no opinion with respect to any proposed legislation or as to the tax treatment of interest on the 2025 Bonds, or as to the consequences of owning or receiving interest on the 2025 Bonds, as of any future date. Prospective purchasers of the 2025 Bonds should consult their own tax advisors regarding any pe nding or proposed federal or state tax legislation, regulations or litigation, as to which Bond Counsel expresses no opinion.

Owners of the 2025 Bonds should also be aware that the ownership or disposition of, or the accrual or receipt of interest on, the 2025 Bonds may have federal or state tax consequences other than as described above. Other than as expressly described above, Bond Counsel expresses no opinion regarding other federal or state tax consequences arising with respect to the 2025 Bonds, the ownership, sale or disposition of the 2025 Bonds, or the amount, accrual or receipt of interest on the 2025 Bonds.

RATING[S]

S&P Global Ratings, a business unit of Standard & Poor’s Financial Services LLC (“S&P”), assigned the 2025 Bonds the municipal bond rating of “ ____” with the understanding that upon delivery of the 2025 Bonds, a policy insuring the payment of principal and interest on the 2025 Bonds will be issued by the Bond Insurer . S&P has assigned the underlying rating of “___” to the 2025 Bonds. Such rating reflects only the views of S&P and any desired explanation of the significance of such rating should be obtained from S&P. Generally, a rating agency bases its rating on the information and materials furnished to it and on investigations, studies and assumptions of its own.

There is no assurance such rating will continue for any given period of time or that such rating will not be revised downward or withdrawn entirely by S&P, if in the judgment of S&P, circumstances so warrant. Any such downward revision or withdrawal of such rating may have an adverse effect on the market price for the 2025 Bonds.

CONTINUING DISCLOSURE

The City will covenant for the benefit of owners of the 2025 Bonds to provide certain financial information and operating data relating to the District by not later than nine months after the end of the City’s fiscal year (presently June 30) commencing not later than April 1, 2026 with the report for the 2024-25 fiscal year (the “Annual Report”), and to provide notices of the occurrence of certain listed events. The specific nature of the information to be contained in the Annual Report or the notices of listed events is summarized in “APPENDIX D – Form of Continuing Disclosure Certificate,” attached to this Official Statement. These covenants have been made in order to assist the Underwriter in complying with Securities Exchange Commission Rule 15c2-12(b)(5) (the “Rule”).

The City and its related governmental en tities have previously entered into numerous disclosure undertakings under the Rule in connection with the issuance of long -term obligations.

During the previous five years, the City and its related governmental entities have complied in all material respects with their continuing disclosure undertakings under the Rule , except that certain filings were not correctly linked to all CUSIPs of a series of bonds that are no longer outstanding. All 414

47 information required to have been filed in accordance with prior continuing disclosure undertakings has now been filed with respect to obligations that remain outstanding.

CONCLUDING INFORMATION

Underwriting

The 2025 Bonds are being purchased by Piper Sandler & Co. , as underwriter (the “Underwriter”). The Underwriter have agreed to purchase the 2025 Bonds at a price of $_______ (representing the principal of amount of the Bonds, plus [net] original issue premium of $_______, and less an Underwriter’s discount of $________). The initial public offering prices set forth on the cover page hereof may be changed by the Underwriter. The Underwriter may offer and sell the 2025 Bonds to certain dealers and others at a price lower than the public offering prices set forth on the inside cover page hereof.

The Underwriter may offer and sell 2025 Bonds to certain dealers and others at a price lower than the offering price stated on the inside cover page of this Official Statement. The offering price may be changed from time to time by the Underwriter.

Piper Sandler & Co., the Underwriter of the 2025 Bonds, has entered into a distribution agreement (“Distribution Agreement”) with Charles Schwab & Co., Inc. (“CS&Co”) for the retail distribution of certain securities offerings at the original issue prices. Pursuant to the Distribution Agreement, CS&Co. will purchase 2025 Bonds from Piper Sandler at the original issue price less a negotiated portion of the selling concession applicable to any 2025 Bonds that CS&Co. sells.

Municipal Advisor

The City has retained the services of Urban Futures, Inc., as municipal advisor in connection with the sale of the 2025 Bonds. The municipal advisor is not obligated to undertake, and has not undertaken to make, an independent verification or to assume responsibility for the accuracy, completeness or fairness of the information contained in this Official Statement.

Legal Matters

The final approving opinion of Jones Hall LLP, as Bond Counsel, will be delivered at the time of delivery of the 2025 Bonds. A copy of the proposed form of Bond Counsel ’s final approving opinion with respect to the 2025 Bonds is attached hereto as APPENDIX C. In addition, certain legal matters will be passed on by Jones Hall LLP, as Disclosure Counsel and Stradling Yocca Carlson & Rauth LLP, as Underwriter’s Counsel. Certain legal matters will be passed on for the City by the City Attorney. Compensation paid to Bond Counsel, Disclosure Counsel and Underwriter’s Counsel is contingent upon the sale and delivery of the 2025 Bonds.

No Litigation

There is no action, suit or proceeding kno wn to the City to be pending and notice of which has been served upon and received by the City, or threatened, restraining or enjoining the execution or delivery of the 2025 Bonds or the Fiscal Agent Agreement or in any way contesting or affecting the validity of the foregoing or any proceedings of the City taken with respect to any of the foregoing.

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48 Miscellaneous

All of the preceding summaries of the Fiscal Agent Agreement, the Act, other agreements and other documents are made subject to the provisions of such documents respectively and do not purport to be complete statements of any or all of such provisions. Reference is hereby made to such documents on file with the City for further information in connection therewith.

This Official Statement does not constitute a contract with the purchasers of the 2025 Bonds.

Any statements made in this Official Statement involving matters of opinion or estimates, whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized.

The execution and delivery of this Official Statement has been duly authorized by the City Council.

CITY OF ROCKLIN

By:

City Manager

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APPENDIX A

RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX

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APPENDIX B

SUPPLEMENTAL INFORMATION – CITY OF ROCKLIN AND COUNTY OF PLACER

The following information concerning the City of Rocklin (the “City”) and the County of Placer (the “ County”), is included only for the purpose of supplying general information. The 2025 Bonds are not a debt of the City, the County, the State of California (the “State”) or any of its political subdivisions, and neither the City, the County, the State nor any of its political subdivisions is liable therefor , except to the extent of the Special Tax Revenues and other amounts pledged by the City to the 2025 Bonds as described in this Official Statement.

General

The City. The City was Incorporated in 1893 as a general law city, the City is located in the County on Interstate 80, 20 miles northeast of Sacramento, 105 miles northeast of San Francisco, 90 miles southwest of Lake Tahoe and 120 miles southwest of Reno. Rocklin’s climate closely tracks that of the Sacramento Metropolitan region. It is characterized by comfortable fall and spring temperatures in the 70 ’s and warm summers. Annual rainfall is 21 inches per year.

The estimated population of Rocklin as of January 1, 2024 was approximately 71,609.

The County. The County, which covers an estimated area of 1,500 square miles, is bordered by the State of Nevada on the east, Nevada County on the north, Yuba and Sutter Counties on the west and by Sacramento and El Dorado Counties on the south. Placer County is included (along with Sacramento County and El Dorado County in the three-county Sacramento Metropolitan Statistical Area. There are six incorporated cities in Placer County, of which four (Auburn, Lincoln, Rocklin and Roseville) have populations of 10,000 or more, with Auburn being the county seat.

The California Legislature approved the formation of Placer County in 1851 from portions of what were then Sutter and Yuba Counties. It is a charter county divided into five districts on the basis of registered voters and population. Placer County is governed by a five-member, non- partisan Board of Supervisors who serves alternate four-year terms. The Supervisors elect one of the members as chairman annually and make program and po licy decisions for the c ounty.

Placer County’s a dministration includes appointed and elected officials, boards, commissions, and committees that assist the Board of Supervisors in making decisions.

A wide range of services is provided by Placer County to its residents, including deputy sheriff and fire protection, medical and health services, education, library services, judicial institutions, a variety of public assistance programs and other programs. Additional services are provided to residents in specific areas by special districts and service or improvement areas.

Some municipal services are provided to incorporated cities within the county’s boundaries on a contract basis. This permits cities to contract fo r services without incurring the cost of creating numerous city departments and facilities.

Topography and Climate

The County offers a great var iety of elevations and terrain. From a minimum of 40 feet above sea level in the southwestern corner of the County near the City of Roseville, the land rises to an elevation of 9,000 feet at the summit of the Sierra Nevada Mountains, near the County’s northeastern boundary. The western portion of the County, an area of rolling foothills, provides the site for several large industrial areas and a major railroad marshaling and switching yard. To 418

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the northeast, the terrain becomes more mountainous, advancing from orchard lan d to high elevation timberland. The eastern side of the County, particularly the area surround ing Lake Tahoe, provides a setting for high-altitude winter sports and summer recreational activities. Over much of its length, the County is bounded by the American and Bear Rivers.

The climate in the lower elevations is generally characterized by warm summers and mild winters. The higher elevations experience the extremes of winter typical of such climes. In the more populated areas, monthly averages of daily extreme temperatures range from 39 degrees Fahrenheit minimum to 52 degrees Fahrenheit maximum in January, and 58 degrees Fahrenheit and 90 degrees Fahrenheit in July. The average annual rainfall is 36 inches, with an average annual snowfall of 216 inches in the Lake Tahoe area. Approximately 90% of average annual rainfall occurs in the six-month period extending from November to April.

Population

The following table shows population estimates for the City, the County and the State for the last five years.

CITY OF ROCKLIN, PLACER COUNTY AND STATE OF CALIFORNIA
Population Estimates
Calendar Years 2021 through 2025 as of January 1

Year
(January 1)
City of
Rocklin Placer County State of California
2021 71,816 407,282 39,369,530
2022 72,016 409,924 39,179,680
2023 71,472 410,319 39,228,444
2024 72,967 420,436 39,420,663
2025 73,172 421,446 39,529,101

Source: State Department of Finance.

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Employment and Industry

The unemployment rate in the Sacramento --Roseville--Arden-Arcade MSA was 3.2 percent in April 2022, down from a revised 3.7 percent in March 2022, and below the year -ago estimate to 7.2 percent. This compares with an unadjusted unemployment rate of 3.8 percent for California a 3.3 percent for the nation during the same period. The unemployment rate was 2.8 percent in El Dorado County, 2.4 percent in Placer County, 3.5 percent in Sacramento County, and 3.2 percent in Yolo County.

The table below shows the Sacramento-Roseville-Arden-Arcade MSA’s labor patterns during 2019 through 2023.

CIVILIAN LABOR FORCE, EMPLOYMENT AND UNEMPLOYMENT
Sacramento-Arden-Arcade-Roseville MSA
(El Dorado, Placer, Sacramento, Yolo Counties)
(Annual Averages)
(March 2023 Benchmark)

2019 2020 2021 2022 2023
Civilian Labor Force (1) 1,099,300 1,093,500 1,105,400 1,112,100 1,129,200 Employment 1,059,200 996,600 1,034,400 1,069,700 1,080,500 Unemployment 40,100 96,900 71,000 42,400 48,600
Unemployment Rate 3.7% 8.9% 6.4% 3.8% 4.3%
Wage and Salary Employment (2)
Agriculture 8,700 8,300 9,000 8,600 9,100
Mining and Logging 500 500 500 500 500
Construction 69,400 70,200 74,900 77,100 74,700
Manufacturing 36,800 36,100 37,700 40,600 40,500
Wholesale Trade 28,600 26,600 26,900 28,300 28,500
Retail Trade 100,500 95,100 100,600 100,300 99,000
Transportation, Warehousing and Utilities 32,200 34,300 37,500 40,800 41,600 Information 11,900 10,200 10,100 10,500 9,900
Finance and Insurance 35,200 34,800 34,100 33,000 30,500 Real Estate and Rental and Leasing 17,300 16,900 17,700 18,800 18,400 Professional and Business Services 137,200 132,600 137,200 139,700 134,400 Educational and Health Services 166,600 164,000 168,800 175,600 188,700 Leisure and Hospitality 109,600 83,900 93,600 108,700 112,500 Other Services 35,400 31,000 33,300 36,100 38,300
Federal Government 14,200 14,800 14,500 14,400 14,500
State Government 121,900 121,700 127,300 129,800 134,400 Local Government 105,300 98,900 98,400 102,700 107,400
Total, All Industries (3) 1,031,200 979,800 1,021,900 1,065,400 1,083,300

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

Source: State of California Employment Development Department.

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Largest Employers

The following tables show the largest major employers in the City and the County.

CITY OF ROCKLIN
Major Employers
As of June 30, 2024

Employer Number of Employees
Sierra Joint Community College District 1,200
S.E. Scher Corporation 663
Oracle America, Inc. 500
American Healthcare Admin. Services, Inc. 490
United Natural Foods, Inc. (UNFI) 385
Pacific Secured Equities 300
JELD-WEN 211
Educational Media Foundation (K-LOVE Radio) 200
SMA Solar Technology 200
Verifone 180

Source: City of Rocklin Comprehensive Annual Financial Report for fiscal year ended June 30, 2024.

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MAJOR EMPLOYERS
Placer County
(In Alphabetical Order)
July 2025

Employer Name Location Industry
Backyard Bar & BBQ Truckee Restaurants
City of Roseville Roseville Alternative Fuels
City of Roseville California Roseville City Government-Executive Offices Costco Wholesale Roseville Wholesale Clubs
Golfland Sunsplash Roseville Roseville Golf Courses-Miniature Keller Williams Northeast Roseville Real Estate
Northstar California Truckee Resorts
Oracle Rocklin Software/Application/Platform Publishing Palisades Tahoe At Alpine Mdws Alpine Meadows Skiing Centers & Resorts Placer County Food Stamps Auburn County Government-Social/Human Resources Placer County Sheriff Auburn Government Offices-County
Placer County Sheriff Dept Tahoe City Government Offices-County Pride Industries Roseville Employment Agencies & Opportunities Resort At Squaw Creek Olympic Valley Hotels & Motels
Roseville Toyota Roseville Automobile Dealers-New Cars
Save Mart Distribution Ctr Roseville Distribution Centers (whls) Sheriff's Training Auburn Government Offices-County
Sierra Joint Cmnty Clg Dist Rocklin School Districts
Sutter Auburn Faith Hospital Auburn Hospitals
Sutter Roseville Med Ctr Fndtn Roseville Hospitals
Tasq Technology Roseville Importers (whls)
Thunder Valley Casino Resort Lincoln Casinos
Union Pacific Railroad Co Roseville Railroads
Walmart Supercenter Rocklin Department Stores
Walmart Supercenter Roseville Department Stores

Source: State of California Employment Development Department, extracted from The America's Labor Market Information System (ALMIS) Employer Database, 2025 1 st Edition.

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Effective Buying Income

Effective buying income (“EBI”) is designated as personal income less personal tax and non-tax payments. Personal income is the aggregate of wages and salaries, other labor income (such as employer contributions to private pension funds), proprietor's income, rental income (which includes imputed rental income of Owner-occupants of non-farm dwellings), dividends paid by corporations, personal interest income from all sources, and transfer payments (such as pensions and welfare assistance). Deducted from this total are personal taxes (federal, state and local), non-tax payments (such as fines, fees, penalties), and per sonal contributions for social insurance. Effective buying income is a bulk measure of market potential. It indicates the general ability to buy and is essential in comparing, selecting and grouping markets on that basis. The following table demonstrates the growth in annual estimated E BI for the County, the State and the United States.

The following table summarizes the total effective buying income for the County, the State and the United States for the period 2021 through 2025.

Effective Buying Income
As of January 1, 2021 through 2025

Year

Area
Total Effective
Buying Income
(000’s Omitted)
Median
Household
Effective Buying
Income
2021 City of Rocklin $2,903,635 $86,176
Placer County 16,085,312 76,947
California 1,290,894,604 67,956
United States 9,809,944,764 56,790

2022 City of Rocklin $3,237,704 $95,491
Placer County 18,491,490 88,051
California 1,452,426,153 77,058
United States 11,208,582,541 64,448

2023 City of Rocklin $3,362,611 $97,915
Placer County 19,349,979 91,862
California 1,461,799,662 77,175
United States 11,454,846,397 65,326

2024 City of Rocklin $3,440,172 $98,031
Placer County 20,125,715 93,505
California 1,510,708,521 80,973
United States 11,987,185,826 67,876

2025 City of Rocklin $3,539,413 $100,879
Placer County 20,632,478 95,193
California 1,557,429,767 82,725
United States 12,525,577,707 69,687

Source: Claritas, LLC.

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Employment and Industry

The unemployment rate in the Sacramento -Roseville-Folsom MSA was 5.3 percent in June 2025, up from a revised 4.3 percent in May 2025, and above the year-ago estimate of 4.8 percent. This compares with an unadjusted unemployment rate of 5.7 percent for California and

4.4 percent for the nation during the same period. The unemployment rate was 5.2 percent in El Dorado County, 4.6 percent in Placer County, 5.3 percent in Sacramento County, and 6.1 percent in Yolo County.

The table below provides information about employment rates and employment by industry type for the Sacramento MSA (which includes Sacramento, Placer, Yolo and El Dorado Counties) for the calendar years 2019 through 2023.

CIVILIAN LABOR FORCE, EMPLOYMENT AND UNEMPLOYMENT
Sacramento-Arden-Arcade-Roseville MSA
(El Dorado, Placer, Sacramento, Yolo Counties)
(Annual Averages)
(March 2023 Benchmark)

2019 2020 2021 2022 2023
Civilian Labor Force (1) 1,099,300 1,093,500 1,105,400 1,112,100 1,129,200 Employment 1,059,200 996,600 1,034,400 1,069,700 1,080,500 Unemployment 40,100 96,900 71,000 42,400 48,600
Unemployment Rate 3.7% 8.9% 6.4% 3.8% 4.3%
Wage and Salary Employment (2)
Agriculture 8,700 8,300 9,000 8,600 9,100
Mining and Logging 500 500 500 500 500
Construction 69,400 70,200 74,900 77,100 74,700
Manufacturing 36,800 36,100 37,700 40,600 40,500
Wholesale Trade 28,600 26,600 26,900 28,300 28,500
Retail Trade 100,500 95,100 100,600 100,300 99,000
Transportation, Warehousing and Utilities 32,200 34,300 37,500 40,800 41,600 Information 11,900 10,200 10,100 10,500 9,900
Finance and Insurance 35,200 34,800 34,100 33,000 30,500 Real Estate and Rental and Leasing 17,300 16,900 17,700 18,800 18,400 Professional and Business Services 137,200 132,600 137,200 139,700 134,400 Educational and Health Services 166,600 164,000 168,800 175,600 188,700 Leisure and Hospitality 109,600 83,900 93,600 108,700 112,500 Other Services 35,400 31,000 33,300 36,100 38,300
Federal Government 14,200 14,800 14,500 14,400 14,500
State Government 121,900 121,700 127,300 129,800 134,400 Local Government 105,300 98,900 98,400 102,700 107,400
Total, All Industries (3) 1,031,200 979,800 1,021,900 1,065,400 1,083,300

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

Source: State of California Employment Development Department.

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Commercial Activity

A summary of historic taxable sales within the City and the County during the past five years for which data is available is shown in the following tables.

Total taxable transactions in the City during the first quarter of calendar year 2025 were reported to be $385,339,424, a 1.89% increase in total taxable transactions of $378,196,975 reported during the comparable quarter of calendar year 2024.

TAXABLE TRANSACTIONS
City of Rocklin
(Dollars in Thousands)

Retail Stores Total All Outlets

Number
of Permits

Taxable
Transactions

Number
of Permits

Taxable
Transactions
2020 1,009 $1,157,752 1,997 $1,435,086
2021 968 1,289,399 1,788 1,743,231
2022 1,004 1,255,231 1,862 1,710,257
2023 974 1,142,826 1,813 1,705,542
2024 959 1,222,220 1,812 1,723,268

Source: State Department of Tax and Fee Administration.

The total taxable sales during the first quarter of calendar year 2025 in the County were reported to be $ 3,157,188,971, a 3.29 % increase in the total taxable sales of $ 3,053,216,057 reported during the comparable quarter of calendar year 2023.

TAXABLE TRANSACTIONS
Placer County
(Dollars in Thousands)

Retail Stores Total All Outlets

Number
of Permits

Taxable
Transactions

Number
of Permits

Taxable
Transactions
2020 9,165 $7,931,068 15,141 $10,319,123
2021 8,130 9,635,979 13,720 12,632,960
2022 8,201 10,072,596 14,163 13,392,761
2023 7,964 9,627,338 13,787 13,037,448
2024 7,978 9,678,521 13,958 13,328,138

Source: State Department of Tax and Fee Administration.

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Construction

The County’s 2025-26 assessment roll totaled $117,148,256,450 as compared to the prior year’s assessment roll of $ 110,562,469,152 which reflected a 5.96% increase this year. These numbers over the last two years contrast with the real estate decline years of 2008 and after, where the County assessment roll experienced declines.

The following table shows residential and non-residential building permits issued within the City and County for calendar years 201 9 through 2023. Annual figures are not yet available for 2024.

City of Rocklin
Building Permit Valuation
(Valuation in Thousands of Dollars)

2019 2020 2021 2022 2023
Permit Valuation
New Single-family $154,343.2 $164,808.5 $207,526.3 $85,215.5 $36,149.9 New Multi-family 0.0 0.0 0.0 37,035.7 0.0
Res. Alterations/Additions 4,495.6 4,262.7 5,809.6 5,721.2 4,687.9 Total Residential 158,838,8 169,808.5 213,335.9 127,972.4 40,837.8

New Commercial 8,203.4 16,964.5 5,910.8 1,068.0 40.9
New Industrial 0.0 0.0 0.0 0.0 0.0
New Other 14,406.1 15,594.8 18,136.0 23,554.5 10,935.9
Com. Alterations/Additions 12,255.7 11,778.1 11,651.0 14,738.6 18,416.6 Total Nonresidential 34,865.2 44,337.4 35,697.8 39,361.1 29,393.4

New Dwelling Units
Single Family 439 423 608 231 115
Multiple Family 0 0 0 327 0
Total New Dwelling Units 439 423 608 558 115

Source: Construction Industry Research Board, Building Permit Summary. 426

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PLACER COUNTY
Building Permit Valuation
(Valuation in Thousands of Dollars)

2019 2020 2021 2022 2023
Permit Valuation
New Single-family $693,647.7 $827,822.1 $1,323,114.6 $1,193,148.4 $1,128,885.0 New Multi-family 7,896.7 72,442.8 11,183.1 40,312.6 90,008.1 Res. Alterations/Additions 86,964.2 52,440.8 107,613.1 82,331.3 123,244.1 Total Residential 788,508.6 952,705.7 1,441,910.8 1,315,792.3 1,342,137.2

New Commercial 73,609.7 58,855.0 52,238.1 105,124.2 82,889.3 New Industrial 268.7 25.0 1,155.5 0.0 1,917.2
New Other 110,951.1 76,576.0 73,032.7 116,224.1 143,354.2 Com. Alterations/Additions 78,159.7 49,149.7 58,371.2 80,371.0 89,283.0 Total Nonresidential 262,989.2 184,605.7 184,797.5 301,719.3 317,443.7

New Dwelling Units
Single Family 2,080 2,552 4,176 3,701 2,959
Multiple Family 71 540 66 351 1,588
TOTAL 2,151 3,092 4,242 4,052 4,547

Source: Construction Industry Research Board, Building Permit Summary.

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Transportation

The County's transportation network is an integral part of its development. Centrally located in the State, the area is the hub of several major highways. Interstate 80 runs through the County, connecting San Francisco to New York. Highway 65 runs north from I-80 to Lincoln and Marysville. Interstate 5, which is west of the County, runs north to Seattle and south to Los Angeles. In the City, the major highways in the area are Interstate 80 and Interstate 5, and State Highways 65, 50, and 99. Major highways connect Rocklin with several major and minor cities in the region

Union Pacific Railroad bought Southern Pacific in 1996 and the J.R. Davis Yard, located in Roseville, is the largest rail facility on the West Coast. Union Pacific owns and operates track in 23 states, primarily west of the Mississippi River. Amtrak provides passenger service daily to San Francisco and San Jose, and the California Zephyr connects the County to the Midwest and Chicago.

Greyhound operates a station in the City of Roseville less than 1 mile from the City of Rocklin, providing interstate destination services. Greyhound also operates throughout the County, with bus depots or regularly scheduled stops in most of the communities along major highways and roads.

Sacramento International Airport is located 17 miles west of Roseville via I -80 and I -5.

Served by ten major carriers and several commuter airlines, as well as air freight carriers, Metro handles passenger flights to over 140 cities with more than 130 sch eduled departures per day and 4.3 million passengers annually. Auburn Municipal Airport serves charter and private aircraft for coastal, state and transcontinental flights. Executive air service is available as well. Auburn Municipal has an elevation of 1,520 feet and an east/west runway 3,100 feet in length. Lincoln Municipal Airport is located nine miles north of Roseville and offers fueling and maintenance services to private aircraft. Lincoln Municipal has an elevation of 119 feet and a 6,000 foot runway. Corporate aviation and fixed based operations from Lincoln Municipal provide daily service to the San Francisco Bay area.

Several trucking companies serve the County, ranging from interstate lines to local haulers, and transporting a wide variety of goods. United Parcel Service, with a distribution center in Rocklin, offers freight transportation services as well.

The Port of Sacramento is located approximately 29 miles from the City of Rocklin. The Port handles ocean-going freighters via San Francisco Bay. Warehouses and conveyor systems are equipped with vacuum dust collectors, permitting rapid loading of ordinary dusty commodities without environmental pollution. A $46 million expansion project will accommodate the majority of the bulk cargo vessels, as well as general container cargo vessels.

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APPENDIX C

FORM OF OPINION OF BOND COUNSEL

___________, 2025

City Council
City of Rocklin
3970 Rocklin Road
Rocklin, California 95677

OPINION: $___________ City of Rocklin Community Facilities District No. 10 (Whitney Ranch) Special Tax Bonds Series 2025

Members of the City Council:

We have acted as bond counsel to the City of Rocklin (the “City”) in connection with the issuance by the City of its City of Rocklin Community Facilities District No. 10 (Whitney Ranch) Special Tax Bonds Series 2025 (the “Bonds”). In such capacity, we have examined such law and such certified proceedings, certifications and other documents as we have deemed necessary to render this opinion.

The Bonds are issued pursuant to the Mello -Roos Community Facilities Act of 1982, as amended, being sections 53311 et seq. of the California Government Code (the “Act”) , and that certain Fiscal Agent Agreement, dated as of July 1, 2015, by and between the City and U.S. Bank Trust Company, National Association, as successor fiscal agent (the “Fiscal Agent”), as supplemented and amended by Supplemental Agreement No. 1 to the Fiscal Agent Agreement dated as of May 1, 2019 , Supplemental Agreement No. 2 to the Fiscal Agent Agreement dated as of June 1, 2022, and Supplemental Agreement No. 3 to the Fiscal Agent Agreement dated as of October 1, 2025 (collectively, the “Fiscal Agent Agreement”) . Under the Fiscal Agent Agreement, the City has pledged certain revenues (“Special Tax Revenues”) for the payment of principal, premium (if any) and interest on the Bonds when due.

Regarding questions of fact material to our opinion, we have relied on representations of the City contained in the Fiscal Agent Agreement, and in the certified proceedings and other certifications of public officials furnished to us, without undertaking to verify the same by independent investigation.

Based upon the foregoing, we are of the opinion, under existing law, as follows:

1. The City is duly created and validly existing as a public body, corporate and politic, with the power to adopt the resolution authorizing the issuance of the Bonds, enter into the Fiscal Agent Agreement, and perform the agreements on its part contained therein and issue the Bonds.

2. The Bonds have been duly authorized, executed and delivered by the City and are valid and binding limited obligations of the City, payable solely from the sources provided therefor in the Fiscal Agent Agreement.

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3. The Fiscal Agent Agreement has been duly entered into by the City and constitutes a valid and binding obligation of the City, enforceable against the City.

4. The Fiscal Agent Agreement creates a valid lien on the Special Tax Revenues and other funds pledged by the Fiscal Agent Agreement for the security of the Bonds, on a parity with other bonds issued or to be issued in accordance with the Fiscal Agent Agreement.

5. The interest on the Bonds is excluded from gross income for f ederal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax.

The opinions set forth in the preceding sentence are subject to the condition that the City comply with all requirements of the Internal Revenue Code of 1986, as amended, relating to the exclusion from gross income for federal income tax purposes of interest on obligations such as the Bonds.

The City has made certain representations and covenants in order to comply with each such requirement. Inaccuracy of those representations, or failure to comply with certain of those covenants, may cause the inclusion of such interest in gross income for federal income tax purposes, which may be retroactive to the date of issuance of the Bonds.

6. The interest on the Bonds is exempt from personal income taxation imposed by the State of California.

Interest on the Bonds may be subject to the corporate alternative minimum tax. We express no opinion regarding any other tax consequences arising with respect to the ownership, sale or disposition of, or the amount, accrual or receipt of interest on, the Bonds.

The rights of the owners of the Bonds and the enforceability of the Bonds and the Indenture may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights heretofore or hereafter enacted and may also be subject to the exercise of judicial discretion in accordance with principles of equity or otherwise in appropriate cases.

This opinion is given as of the date hereof, and we assume no obligation to revise or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention, or any changes in law that may hereafter occur. Moreover, our opinions are not a guarantee of a particular result, and are not binding on the Internal Revenue Service or any court; rather, our opinions represent our legal judgment based upon our review of existing law that we deem relevant to such opinions and in reliance upon the representations, opinions, and covenants referenced above.

Our engagement with respect to this matter has terminated as of the date hereof.

Respectfully submitted,

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D-1

APPENDIX D

FORM OF CONTINUING DISCLOSURE CERTIFICATE

$___________

CITY OF ROCKLIN
COMMUNITY FACILITIES DISTRICT NO. 10 (WHITNEY RANCH)
SPECIAL TAX BONDS, SERIES 2025

This CONTINUING DISCLOSURE CERTIFICATE (this “ Disclosure Certificate ”) is executed and delivered by the CITY OF ROCKLIN (the “ City”) in connection with the execution and delivery of the bonds captioned above (the “2025 Bonds”). The 2025 Bonds are issued pursuant to that certain Fiscal Agent Agreement, dated as of July 1, 2015, by and between the City and U.S. Bank Trust Company, National Association, as successor fiscal agent (the “Fiscal Agent”), as supplemented and amended by Supplemental Agreement No. 1 to the Fiscal A gent Agreement dated as of May 1, 2019 , Supplemental Agreement No. 2 to the Fiscal Agent Agreement dated as of June 1, 2022 and Supplemental Agreement No. 3 to the Fiscal Agent Agreement dated as of October 1, 2025 (collectively, the “Fiscal Agent Agreement”).

The City covenants and agrees as follows:

Section 1. Purpose of the Disclosure Certificate . This Disclosure Certificate is being executed and delivered by the City for the benefit of the holders and beneficial owners of the 2025 Bonds and in order to assist the Participating Underwriter in complying with S.E.C. Rule 15c2 - 12(b)(5).

Section 2. Definitions. In addition to the definitions set forth above and in the Fiscal Agent Agreement, which apply to any capitalized term used in this Disclo sure Certificate unless otherwise defined in this Section 2, the following capitalized terms shall have the following meanings:

“Annual Report” means any Annual Report provided by the City pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate.

“Annual Report Date” means the date that is nine months after the end of the City’s fiscal year (currently April 1 based on the City’s fiscal year end of June 30).

“Dissemination Agent” means Willdan Financial Services, or any successor Dissemination Agent designated in writing by the City and which has filed with the City a written acceptance of such designation.

“Listed Events” means any of the events listed in Section 5(a) of this Disclosure Certificate.

“MSRB” means the Municipal Securities Rulemaking Board, or any other repository of disclosure information that may be designated by the Securities and Exchange Commission as such for purposes of the Rule in the future.

“Official Statement” means the final official statement executed by the City in connection with the issuance of the 2025 Bonds.

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“Participating Underwriter” means Piper Sandler & Co., as the original underwriter of the 2025 Bonds required to comply with the Rule in connection with offering of the 2025 Bonds.

“Rule” means Rule 15c2 -12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as it may be amended from time to time.

Section 3. Provision of Annual Reports.

(a) The City shall, or shall cause the Dissemination Agent to, not later than the Annual Report Date, commencing April 1, 2026, with the report for the 2024-25 fiscal year, provide to the MSRB, in an electronic format as prescribed by the MSRB, an Annual Report that is consistent with the requirements of Section 4 of this Disclosure Certificate. Not later than 15 Business Days prior to the Annual Report Date, the City shall provide the Annual Report to the Dissemination Agent (if other than the City). If by 15 Business Days prior t o the Annual Report Date the Dissemination Agent (if other than the City) has not received a copy of the Annual Report, the Dissemination Agent shall contact the City to determine if the City is in compliance with the previous sentence. The Annual Report m ay be submitted as a single document or as separate documents comprising a package, and may include by reference other information as provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the City may be submitted separately from the balance of the Annual Report, and later than the Annual Report Date, if not available by that date. If the City’s fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5(c). The City shall provide a written certification with each Annual Report furnished to the Dissemination Agent to the effect that such Annual Report constitutes the Annual Report required to be furnished by the City hereunder.

(b) If the City does not p rovide (or cause the Dissemination Agent to provide) an Annual Report by the Annual Report Date, the City shall provide (or cause the Dissemination Agent to provide) to the MSRB in a timely manner, in an electronic format as prescribed by the MSRB, a notice to such effect.

(c) With respect to each Annual Report, the Dissemination Agent shall:

(i) determine prior to each Annual Report Date the then -applicable rules and electronic format prescribed by the MSRB for the filing of annual continuing disclosure reports; and

(ii) if the Dissemination Agent is other than the City, file a report with the City certifying that the Annual Report has been provided pursuant to this Disclosure Certificate, and stating the date it was provided.

Section 4. Content of Annual Reports . The City’s Annual Report shall contain or incorporate by reference the following:

(a) The City’s audited financial statements prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board. If the City’s audited financial statements are not available by the Annual Report Date, the Annual Report shall contain unaudit ed financial statements in a format similar to the financial statements contained in the Official Statement, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available.
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(b) Unless otherwise provided in the audited financial statements filed on or before the Annual Report Date, financial information and operating data with respect to the City for the preceding fiscal year, substantially similar to that provided in the corresponding tables in the Official Statement:

(i) Principal amount of outstanding 2025 Bonds and parity debt.

(ii) Statement of projected draw, if any, on the 2025 Reserve Account.

(iii) Balance in other funds and accounts held by the City or Fiscal Agent related to the Bonds.

(iv) Additional debt authorized by the City and payable from or secured by assessments or special taxes with respect to property within the District.

(v) The Special Tax levy, the delinquency rate, total amount of delinquencies, number of parcels delinquent in payment for the five most recent fiscal years.

(vi) Notwithstanding the June 30th reporting date for the Annual Report, the following information, which shall be reported as of the last day of the month immediately preceding the date of the Annual Report rather than as of June 30th:

(A) Identity of each delinquent taxpayer responsible for 5% or more of total special tax levied.

(B) With respect to each taxpayer identified in clause (A), assessed value of applicable properties, amount of Special Tax l evied, amount delinquent by owner and status of foreclosure proceedings (if any foreclosure has been completed, summary of results of foreclosure sales or transfers).

(vii) Most recently available total assessed value of all parcels in the District subject to the Special Tax, together with value to bonded debt ratio, broken out by (A) Developed Property, consisting of (i) single -family residential property with improvement values, (ii) single -family residential property without improvement values, (iii) ot her developed property, and (B) Undeveloped Property, substantially in the form of Table 2.

(c) In addition to any of the information expressly required to be provided under this Disclosure Certificate, the City shall provide such further material 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.

(d) Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the City or related public entities, which are available to the public on the MSRB’s Internet web site or filed with the Securities and Exchange Commission. The City shall clearly identify each such other document so included by reference.

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Section 5. Reporting of Significant Events.

(a) The City shall give, or cause to be given, notice of the occurrence of any of the following Listed Events with respect to the 2025 Bonds:

(1) Principal and interest payment delinquencies.

(2) Non-payment related defaults, if material.

(3) Unscheduled draws on debt service reserves reflecting financial difficulties.

(4) Unscheduled draws on credit enhancements reflecting financial difficulties.

(5) Substitution of credit or liquidity providers, or their failure to perform.

(6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701 -TEB) or other material notices or determinations with respect to the tax status of the security, or other material events affecting the tax status of the security.

(7) Modifications to rights of security holders, if material.

(8) Bond calls, if material, and tender offers.

(9) Defeasances.

(10) Release, substitution, or sale of property securing repayment of the securities, if material.

(11) Rating changes.

(12) Bankruptcy, insolvency, receivership or similar event of the City or other obligated person.

(13) The consummation of a merger, consolidation, or acquisition involving the City or an obligated person, or the sale of all or substantially all of the assets of the City (other than in the ordinary course of business), the entry into a definitive agreement to undertake such an action, or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material.

(14) Appointment of a successor or additional fiscal agent or the change of name of the fiscal agent, if material.

(15) Incurrence of a financial obligation of the City, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of the City, any of which affect security holders, if material (see clause (e) for definition of “financial obligation”).

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(16) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a financial obligation of the City, any of which reflect financial difficulties (see clause (e) for definition of “financial obligation”).

(b) Whenever the City obtains knowledge of the occurrence of a Listed Event, the City shall, or shall cause the Dissemination Agent (if not the City) to, file a notice of such occ urrence with the MSRB, in an electronic format as prescribed by the MSRB, in a timely manner not in excess of 10 business days after the occurrence of the Listed Event. Notwithstanding the foregoing, notice of the Listed Event described in subsection (a)(8) above need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to holders of affected 2025 Bonds under the Fiscal Agent Agreement.

(c) The City acknowledges that the events described in subparagraphs (a)(2), (a)(7), (a)(8) (if the event is a bond call), (a)(10), (a)(13), (a)(14) , and (a)(15) of this Section 5 contain the qualifier “if material” and that subparagraph (a)(6) also contains the qualifier “material” with respect to certain notices, determi nations or other events affecting the tax status of the 2025 Bonds. The City shall cause a notice to be filed as set forth in paragraph (b) above with respect to any such event only to the extent that it determines the event’s occurrence is material for purposes of U.S. federal securities law. Whenever the City obtains knowledge of the occurrence of any of these Listed Events, the City will as soon as possible determine if such event would be material under applicable federal securities law. If such event is determined to be material, the City will cause a notice to be filed as set forth in paragraph (b) above.

(d) For purposes of this Disclosure Certificate, any event described in paragraph (a)(12) above is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City.

(e) For purposes of Section 5(a)(15) and (16), “financial obligation” means a (i) debt obligation; (ii) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (iii) guarantee of ( i) or (ii). The term financial obligation shall not include municipal securities as to which a final official statement has been provided to the Municipal Securities Rulemaking Board consistent with the Rule.

Section 6. Identifying Information for Filing s with the MSRB . All documents provided to the MSRB pursuant to this Disclosure Certificate shall be accompanied by identifying information as prescribed by the MSRB.

Section 7. Termination of Reporting Obligation . The City’s obligations under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all of the 2025 Bonds. If such termination occurs prior to the final maturity of the 2025 Bonds, the City shall give notice of such termination in the same manner as for a Listed Event under Section 5(c).

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Section 8. Dissemination Agent. The City may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge an y Dissemination Agent, with or without appointing a successor Dissemination Agent. Any Dissemination Agent may resign by providing 30 days’ written notice to the City.

Section 9. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the City may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied:

(a) if the amendment or waiver relates to the provisions of Sections 3(a), 4 or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature, or status of an obligated person with respect to the 2025 Bonds, or type of business conducted;

(b) the undertakings herein, as proposed to be amended or waived, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the primary offering of the 2025 Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and

(c) the proposed amendment or waiver either (i) is approved by holders of the 2025 Bonds in the manner provided in the Fiscal Agent Agreement for amendments to the Fiscal Agent Agreement with the consent of holders, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the holder s or beneficial owners of the 2025 Bonds.

If the annual financial information or operating data to be provided in the Annual Report is amended pursuant to the provisions hereof, the first Annual Report filed pursuant hereto containing the amended operatin g data or financial information shall explain, in narrative form, the reasons for the amendment and the impact of the change in the type of operating data or financial information being provided.

If an amendment is made to this Disclosure Certificate modifying the accounting principles to be followed in preparing financial statements, the Annual Report for the year in which the change is made shall present a comparison between the financial statements or information prepared on the basis of the new accoun ting principles and those prepared on the basis of the former accounting principles. The comparison shall include a qualitative discussion of the differences in the accounting principles and the impact of the change in the accounting principles on the pres entation of the financial information, in order to provide information to investors to enable them to evaluate the ability of the City to meet its obligations. To the extent reasonably feasible, the comparison shall be quantitative.

A notice of any amendment made pursuant to this Section 9 shall be filed in the same manner as for a Listed Event under Section 5(c).

Section 10. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the City from disseminating any other in formation, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the City chooses to include any information in 436

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any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the City shall have no obli gation under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event.

Section 11. Default. If the City fails to comply with any provision of this Disclosure Certificate, the Participating Underwriter or any holder or beneficial owner of the 2025 Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under this Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed an Event of Default under the Fiscal Agent Agreement, and the sole remedy under this Disclosure Certificate in the event of any failure of the City to comply with this Disclosure Certificate shall be an action to compel performance.

Section 12. Duties, Immunities and Liabilities of Dissemination Agent . (a) The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the City agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which they may incur arising out of or in the exercise or performance of its power s and duties hereunder, including the costs and expenses (including attorneys’ fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent’s negligence or willful misconduct.

The Dissemination Agent shall have no duty or obligation to review any information provided to it by the City hereunder, and shall not be deemed to be acting in any fiduciary capacity for the City, the 2025 Bond holders or any other party. The obligations of the City under this Section shall survive resignation or removal of the Dissemination Agent and payment of the 2025 Bonds.

(b) The Dissemination Agent shall be paid compensation by the City for its services provided hereunder in accordance with its schedule of fees as amended from time to time, and shall be reimbursed for all expenses, legal fees and advances made or incurred by the Dissemination Agent in the performance of its duties hereunder.

Section 13. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the City, the Dissemination Agent, the Participating Underwriter and the holders and beneficial owners from time to time of the 2025 Bonds, and shall create no rights in any o ther person or entity.

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Section 14. Counterparts. This Disclosure Certificate may be executed in several counterparts, each of which shall be regarded as an original, and all of which shall constitute one and the same instrument.

Date: _________, 2025

CITY OF ROCKLIN, for and on behalf of City
of Rocklin Community Facilities District No.
10 (Whitney Ranch)

By:

Name:

Title:

Acknowledged and Agreed to by:

Willdan Financial Services, as
Dissemination Agent

By:
__________________________________
Authorized Officer

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E-1

APPENDIX E

SUMMARY OF CERTAIN PROVISIONS

OF THE FISCAL AGENT AGREEMENT
439

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APPENDIX F

BOOK-ENTRY ONLY SYSTEM

Book-Entry System

DTC will act as securities depository for the 2025 Bonds. The 2025 Bonds will be issued as fully-registered bonds registered in the name of Cede & Co. (DTC’s partnership nominee).

One fully-registered 2025 Bond will be issued for each maturity of the 2025 Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC. DTC 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 secur ities that its participants (the “ Participants”) deposit with DTC.

DTC also facilitates the settlement among Participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book -entry changes in Participants’ accounts, thereby eliminating the need for physical movement of securities certificates. “Direct Participants” include securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC i s owned by a number of its Direct Participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc. and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as securities bro kers and dealers, banks, and trust companies that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). The Rules applicable to DTC and its Participants are on file with the Securities and Exchange Commission.

Purchases of the 2025 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the 2025 Bonds on DTC’s records. The ownership interest of each actual purchaser of each 2025 Bond (“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, but Beneficial Owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the 2025 Bonds are to be accomplished by entries made on the books of Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the 2025 Bonds, except in the event that use of the book -entry system for the 2025 Bonds is discontinued. To facilitate subsequent transfers, all 2025 Bonds deposited by Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co. The deposit of 2025 Bonds with DTC and their registration in the name of Cede & Co. effect no change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the 2025 Bonds; 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 Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participant s 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.

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Redemption notices shall be sent to Cede & Co. If less than all of the 2025 Bonds 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. Neither DTC nor Cede & Co. will consent or vote with respect to the 2025 Bonds. Under its usual procedures, DTC mails an Omnibus Proxy to an issuer as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the 2025 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Principal, mandatory redemption and interest payments on the 2025 Bonds will be made to DTC. DTC’s practice is to credit Direct Participants’ accounts on payment dates in accordance with their respective holdings shown on DTC’s records unless DTC has reason to believe that it will not receive payment on the date payable. 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, the Fiscal Agent or the City, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest to DTC is the responsibility of the City or the Fiscal Agent, disbursement of such payments to Direct Participants shall be the responsibility of DTC, and disbursement of s uch payments to the Beneficial Owners shall be responsibility of Direct and Indirect Participants.

The City cannot and does not give any assurances that DTC, DTC Participants or others will distribute payments of principal, interest or premium with respec t to the 2025 Bonds paid to DTC or its nominee as the registered owner, or will distribute any redemption notices or other notices, to the Beneficial Owners, or that they will do so on a timely basis or will serve and act in the manner described in this Official Statement. The City is not responsible or liable for the failure of DTC or any DTC Participant to make any payment or give any notice to a Beneficial Owner with respect to the 2025 Bonds or an error or delay relating thereto.

The foregoing description of the procedures and record-keeping with respect to beneficial ownership interests in the 2025 Bonds, payment of principal, interest and other payments on the 2025 Bonds to DTC Participants or Beneficial Owners, confirmation and transfer of beneficial ownership interests in such 2025 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 con cerning 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.

Discontinuance of Book-Entry System

DTC may discontinue providing its services with respect to the 2025 Bonds at any time by giving notice to the Fiscal Agent and discharging its responsibilities with respect thereto under applicable law or the City may terminate part icipation in the system of book -entry transfers through DTC or any other securities depository at any time. In the event that the book -entry system is discontinued, the City will execute, and the Fiscal Agent will authenticate and make available for delivery, replacement 2025 Bonds in the form of registered bonds. In addition, the principal of and redemption premium, if any, on the 2025 Bonds will be payable as set forth in the Fiscal Agent Agreement and summarized above under the caption “ THE 2025 BONDS – Description of the 2025 Bonds.” 2025 Bonds will be transferable and exchangeable on the terms and conditions provided in the Fiscal Agent Agreement.

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APPENDIX G

SPECIMEN MUNICIPAL BOND INSURANCE POLICY

[To come, if applicable]
442
Jones Hall Draft of Sept. 3, 2025

SUPPLEMENTAL AGREEMENT NO. 3 TO

FISCAL AGENT AGREEMENT

Dated as of October 1, 2025

by and between the

CITY OF ROCKLIN

and

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

Relating to:

$_________
City of Rocklin
Community Facilities District No. 10
(Whitney Ranch)
Special Tax Bonds
Series 2025

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TABLE OF CONTENTS

SECTION 1. Supplement to Original Fiscal Agent Agreement .................................................................... 2

ARTICLE XII
2025 BONDS
Section 12.01. Definitions ...................................................................................................................... 3 Section 12.02. Principal Amount; Designation ...................................................................................... 4 Section 12.03. Terms of 2025 Bonds .................................................................................................... 4 Section 12.04. Redemption of 2025 Bonds ........................................................................................... 6 Section 12.05. Form of 2025 Bonds ...................................................................................................... 8 Section 12.06. Execution and Authentication of 2025 Bonds ............................................................... 8 Section 12.07. Transfer and Exchange of 2025 Bonds; Etc. ................................................................ 9 Section 12.08. Application of Proceeds of Sale of 2025 Bonds ............................................................ 9 Section 12.09. 2025 Costs of Issuance Fund ........................................................................................ 9 Section 12.10. 2025 Improvements Account of Improvement Fund ................................................... 10 Section 12.11. Security for 2025 Bonds .............................................................................................. 10 Section 12.12. Effect of this Article XII ................................................................................................ 11

SECTION 2. Attachment of Exhibits .......................................................................................................... 11 SECTION 3. Additional Amendments to Original Fiscal Agent Agreement ............................................... 11 SECTION 4. Provisions Related to Insurance Policies .............................................................................. 13 SECTION 5. Partial Invalidity ..................................................................................................................... 13 SECTION 6. Execution in Counterparts ..................................................................................................... 13 SECTION 7. Governing Law ...................................................................................................................... 13

EXHIBIT A-3 - FORM OF 2025 BOND

EXHIBIT B-3 - OFFICER’S CERTIFICATE REQUESTING DISBURSEMENT FROM 2025 COSTS OF ISSUANCE FUND

EXHIBIT C-3 - OFFICER’S CERTIFICATE REQUESTING DISBURSEMENT FROM 2025

IMPROVEMENT ACCOUNT OF IMPROVEMENT FUND

EXHIBIT D - BOND INSURANCE PROVISIONS (2025 BONDS)

EXHIBIT E - RESERVE POLICY PROVISIONS (2025 BONDS)

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SUPPLEMENTAL AGREEMENT NO. 3 TO

FISCAL AGENT AGREEMENT

THIS SUPPLEMENTAL AGREEMENT NO. 3 TO FISCAL AGENT AGREEMENT (this “Supplemental Agreement No. 3 ”), is made and entered into as of October 1, 2025 , by and between the CITY OF RO CKLIN, a general law city and municipal corporation organized and existing under the laws of the State of California (the “City”) for and on behalf of the City’s Community Facilities District No. 1 0 (Whitney Ranch ) (the “CFD”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION , a national banking association duly organized and existing under the laws of the United States , as successor fiscal agent (the “Fiscal Agent”) to MUFG Union Bank, N.A., to amend and supplement that certain Fiscal Agent Agreement, dated as of July 1, 201 5 (the “Original Fisca l Agent Agreement”) , and as previously amended and supplemented by Supplemental Agreement No. 1 to Fiscal Agent Agreement, dated as of May 1, 2019 and Supplemental Agreement No. 2 to Fiscal Agent Agreement, dated as of June 1, 2022, each by and between the Fiscal Agent and the City.

R E C I T A L S:

WHEREAS, the City Council of the City has formed the CFD under the provisions of the Mello-Roos Community Facilities Act of 1982, as amended (constituting Section 53311 et seq. of the California Government Code) (the “Act”) and Resolution No. 2005-81 of the City Council adopted on March 22, 2005; and

WHEREAS, the City Council, as the legislative body of the CFD, is authorized under the Act to levy special taxes to pay for the costs of facilities within the CFD and to authorize the issuance of bonds secured by said special taxes under the Act; and

WHEREAS, the Council, as legislative body of the CFD, previously authorized the issuance of special tax bonds of the City for the CFD in the maximum aggregate principal amount of not to exceed $60,000,000 (the “Bond Authorization”); and

WHEREAS, in 2005, the Council authorized the issuance and sale of the $25,000,000 City of Rocklin Community Facilities District No. 10 (Whitney Ranch) Special Tax Bonds Series 2005 (the “2005 Bonds”) to provide funds for the construction and/or acquisition of a portion of the facilities authorized for the CFD; and

WHEREAS, in 2015, the Council authorized the issuance and sale of the $27,090,000 City of Rocklin Community Facilities District No. 10 (Whitney Ranch) Special Tax Bonds Series 2015 (the “2015 Bonds”) to refinance, in full, the 2005 Bonds and to provide additional funds for the construction and/or acquisition of a portion of the facilities not financed from proceeds of the 2005 Bonds; and

WHEREAS, in 2019, the Council authorized the issuance and sale of the $ 16,000,000 City of Rocklin Community Facilities District No. 10 (Whitn ey Ranch) Special Tax Bonds Series 2019 (the “2019 Bonds”) to provide additional funds for the construction and/or acquisition of a portion of the facilities not financed from proceeds of the previously issued Bonds; and

WHEREAS, in 2022, the Council authorized the issuance and sale of the $ 13,605,000 City of Rocklin Community Facilities District No. 10 (Whitney Ranch) Special Tax Bonds Series 445
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2022 (the “2022 Bonds”) to provide additional funds for the construction and/or acquisition of a portion of the facilities not financed from proceeds of the previously issued Bonds; and

WHEREAS, Section 3.06 of the Original Fiscal Agent Agreement authorizes the issuance by Supplemental Agreement of Parity Bonds (as such terms are defined in the Original Fiscal Agent Agreement) secured under the Original Fiscal Agent Agreement on a parity with previously issued Bonds; and

WHEREAS, after due investigation and deliberation the City has determined that it is in the interests of the City and the CFD at this time for the City, for and on behalf of the CFD, to provide for the issuance of City of Rocklin Community Facilities District No. 10 (Whitney Ranch) Special Tax Bonds, Series 2025 in the initial aggregate pr incipal amount of $_________ (the “2025 Bonds”), to (i) refund the 2015 Bonds and 2019 Bonds, and (ii) provide additional funds for the construction and/or acquisition of all or a portion of the authorized facilities not financed from proceeds of the previously issued Bonds; and

WHEREAS, this Supplemental Agreement No. 3 is a “Supplemental Agreement ” as defined in Section 1.03 of the Original Fiscal Agent Agreement and the 2025 Bonds are “Parity Bonds” as defined in Section 1.03 of the Original Fiscal Agent Agreement and secured under the Original Fiscal Agent Agreement, as amended and supplemented by this Supplemental Agreement No. 3; and

WHEREAS, the City and the Fiscal Agent desire to enter into this Supplemental Agreement No. 3 pursuant to Section s 3.06 of the Original Fiscal Agent Agreement and to provide for the issuance of the 2025 Bonds; and

WHEREAS, in providing for the issuance of the 2025 Bonds, it is necessary to supplement and amend the Original Fiscal Agent Agreement, as more particularl y provided in this Supplemental Agreement No. 3, as such supplements and amendments are authorized by Sections 3.06 and 8.01 of the Original Fiscal Agent Agreement; and

WHEREAS, the City has determined that all acts and proceedings required by law necessary to make the 2025 Bonds, when executed by the City for the CFD, authenticated and delivered by the Fiscal Agent and duly issued, the valid, binding and legal special obligations of the City for the CFD, and to constitute the Original Fiscal Agent Agreement, as amended and supplemented by this Supplemental Agreement No. 3, a valid and binding agreement for the uses and purposes herein and therein set forth, in accordance with its terms, have been done or taken and the execution and delivery of this Supplemental Agreement No. 3 have been in all respects duly authorized.

A G R E E M E N T:

NOW, THEREFORE , in consideration of the premises and the mutual agreements herein contained, and for other consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:

SECTION 1. Supplement to Original Fiscal Agent Agreement . In accordance with the provisions of Section 8.01 and 8.05 of the Original Fiscal Agent Agreement, the Original Fiscal Agent Agreement is hereby amended by adding a new article thereto, to be designated as Article XII. Such Article XII shall read in its entity as follows:
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ARTICLE XII

2025 BONDS

Section 12.01. Definitions . The Original Fiscal Agent Agreement is amended to add the following definitions to Section 1.03.

“Agreement” means the Fiscal Agent Agreement, dated as of July 1, 2015, as supplemented and amended by Supplemental Agreement No. 1, Supplemental Agreement No. 2 and Supplemental Agreement No. 3, and as it may be amended or supplemented from time to time by any Supplemental Agreement adopted in the future.

“Article XII” means Article X II which has been incorporated in and made a part of the Agreement by Supplemental Agreement No. 3, together with all amendments of and supplements to Article XII entered into pursuant to the provisions of Section 8.01.

“Bond” or “Bonds” means, unless the context otherwise requires, the 2022 Bonds, the 2025 Bonds and any Parity Bonds.

“Bond Fund ” means the fund designated the “City of Rocklin, Community Facilities District No. 10 (Whitney Ranch) Special Tax Bonds, Bond Fund ” established and administered under Section 4.04. Any references to the “2015 Bond Fund” shall mean the “Bond Fund.”

“Continuing Disclosure Certificate ” means (i) with respect to the 2022 Bonds, the Continuing Disclosure Agreement, dated as of June 30, 2022, by and among the City and Willdan Financial Services, 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 , and (ii) with respect to the 2025 Bonds, the Continuing Disclosure Agreement, dated as of October ___, 2025, by and among the City and Willdan Financial Services, 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,.

“Insurance Policy” is defined in Exhibit D.

“Insurer” is defined in Exhibit D.

“Interest Payment Dates ” means (i) with respect to the 2022 Bonds, March 1 and September 1 of each year, commencing September 1, 2022, and (ii) with respect to the 2025 Bonds, March 1 and September 1 of each year, commencing March 1, 2026.

“Irrevocable Refunding Instructions ” means the Ir revocable Refunding Instructions, dated October __, 2025, delivered by the City, o n behalf of the CFD, to the Fiscal Agent to provide for the refunding of the 2015 Bonds and 2019 Bonds using a portion of the proceeds of the 2025 Bonds.

“Reserve Policy ” means the Municipal Bond Debt Service Reserve Insurance P olicy issued by the Insurer relating to the 2025 Bonds.

“Supplemental Agreement No. 1 ” means Supplemental Agreement No. 1 to Fiscal Agent Agreement, dated as of May 1, 2019, between the City, for and on behalf of the CFD, and the Fiscal Agent.
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“Supplemental Agreement No. 2 ” means Supplemental Agreement No. 2 to Fiscal Agent Agreement, dated as of June 1, 2022 between the City, for and on behalf of the CFD, and the Fiscal Agent.

“Supplemental Agreement No. 3” means Supplemental Agreement No. 3 to Fiscal Agent Agreement, dated as of October 1, 2025, between the City, for and on behalf of the CFD, and the Fiscal Agent.

“2025 Bonds” means the City of Rocklin Community Facilities District No. 10 (Whitney Ranch) Special Tax Bonds, Series 2025.

“2025 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 2025 Bonds, which items of expense shall include, but not be limited to, printing costs, cost s of reproducing and binding documents, closing costs, filing and recording fees, fees, expenses and charges of the Fiscal Agent, expenses incurred by the City in connection with the issuance of the 2025 Bonds, financial advisor fees, 2025 Bond (underwriter’s) discount or underwriting fee, legal fees and charges, including bond counsel, disclosure counsel, charges for execution, transportation and safekeeping of the 2025 Bonds and other costs, charges and fees in connection with the foregoing, including insurance policy and reserve policy premiums.

“2025 Costs of Issuance Fund ” means the fund by that name established and held by the Fiscal Agent pursuant to Section 12.09.

“2025 Improvement Account” means the account by that name established and held by the Fiscal Agent pursuant to Section 12.10.

Section 12. 02. Principal Amount; Designation . 2025 Bonds in the aggregate principal amount of $_________ are hereby authorized to be issued as Parity Bonds under and subject to the terms of this Agreement, the Act, and other applicable laws of the State of California. Jurisdiction is hereby reserved to issue Parity Bonds under the Agreement ; provided, that the maximum aggregate principal amount of bonds which may be issued for the CFD (not including refunding bonds) including Bonds outstanding under the Agreement shall not exceed $ 60,000,000. The 2025 Bonds are Parity Bonds contemplated in the Original Fiscal Agent Agreement.

Section 12.03. Terms of 2025 Bonds.

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

(B) Date of 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 448
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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 defaul t or any violation of the City’s contract with such Owners and shall not impair the effectiveness of any such notice.

(D) Maturities, Interest Rates . The 2025 Bonds shall have the following maturity dates and interest rates.

Maturity
(September 1)
Principal
Amount
Interest
Rate

T – Term Bonds.

(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 Bond Date; provided, however, that if at the time of authentication of a 2025 Bond, interes t is in default thereon, such 2025 Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon.

(F) Method of Payment. Principal of and interest on the 2025 Bonds (including the final interest payment upon maturity or earlier redemption), is payable by check of the Fiscal Agent mailed by first class mail to the registered Owner thereof at such registered Owner ’s address as it appears on the registration books maintained by the Fi scal 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 instructions of any Owner of $1,000,000 or more in aggregate principal amount of 2025 Bonds delivered to the Fiscal Agent prior to the applicable Record Date, which instructions shall continue in effect until revoked in writing, or until such 2025 Bonds are transferred to a new Owner. 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 designated office of the Fiscal Agent. All 2025 Bonds paid by the Fiscal Agent pursuant this Section shall be canceled by the Fiscal Agent. The Fiscal Age nt shall destroy the canceled 2025 Bonds and issue a certificate of destruction of such 2025 Bonds to the City.

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Section 12.04. Redemption of 2025 Bonds.

(A) Redemption Provisions.

(i) Mandatory Prepayment Redemption . All of the 2025 Bonds are subject to redemption prior to their stated maturities, on any Interest Payment Date, from the proceeds of the Prepayment of Special Taxes, in whole or in part, at a redemption price (expressed as a percentage of the principal amount of the 2025 Bonds or portions to be redeemed) as set forth below, together with accrued interest thereon to the date fixed for redemption:

Redemption Dates Redemption Price
Interest Payment Dates through March 1, 20___ 103%
September 1, 20___ and March 1, 20___ 102%
September 1, 20___ and March 1, 20___ 101%
September 1, 20___ and Interest Payment Dates thereafter 100%

(ii) Optional Redemption from any Source other than Prepayments . The 2025 Bonds maturing on or after September 1, 20___, are subject to optional redemption, from sources of funds other than prepayments of Special Taxes, prior to their stated maturity on any date on or after September 1, 20___, as a whole or in part, at a redemption price (expressed as a percentage of the principal amount of the 2025 Bonds or portions to be redeemed) as set forth below, together with accrued interest thereon to the date fixed for 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%

(iii) Mandatory Sinking Fund Redemption. The 2025 Bonds maturing on September 1, 20____ (the “Term 2025 Bonds”) are also subject to mandatory redemption in part by lot, from sinking fund payments made by the City from the Bond Fund, at a redemption price equal to the principal amount thereof to be redeem ed, without premium, in the aggregate respective principal amounts, all as set forth below; provided, however, if some but not all of the Term 2025 Bonds of a given maturity have been redeemed under the optional or special mandatory redemption provisions d escribed above, the total amount of all future sinking fund payments relating to such maturity shall be reduced by the aggregate principal amount of Term 2025 Bonds of such maturity so redeemed, to be allocated among such sinking fund payments on a pro rat a basis in integral multiples of $5,000 as determined by the Fiscal Agent, notice of which determination shall be given by the Fiscal Agent to the City.

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Term Bonds of 20___

Mandatory
Redemption Date
September 1)

Sinking Fund
Payment

(B) Notice to Fiscal Agent. The City shall give the Fiscal Agent written notice of its intention to redeem 2025 Bonds under subsection (A)(i) and/or (ii) not less than sixty (60) days prior to the applicable redemption date.

(C) Purchase of Bonds in Lieu of Redemption . In lieu of redemption under Section 12.04(A), 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 Bonds be purchased at a price in excess of the principal amount thereof, plus interest accrued to the date of purchase and any premium which would otherwise be due if such 2025 Bonds were to be redeemed in accordance with this Agreement.

(D) Redemption Procedure by Fiscal Agent.

(i) Notices. 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 respective registered Owners of any 2025 Bonds designated for redemption, at their addresses appearing on the Bond registration books in the designated 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 th e proceedings for the redemption of such 2025 Bonds. Such notice may specify that it is conditional upon the receipt of funds to pay the redemption price of the 2025 Bonds to be redeemed on or prior to the redemption date and that if such funds are not available, the redemption will be canceled and such 2025 Bonds shall remain Outstanding.

(ii) Contents of Notices . Such notice shall state the redemption date and the redemption price and, if less than all of the then Outstanding 2025 Bonds are to be called for redemption shall state as to any 2025 Bond called in part the principal amount thereof to be redeemed, and shall require that such 2025 Bonds be then surrendered at the designated office of the Fiscal Agent for redemption at the said redemption price, and shall state that further interest on such 2025 Bonds will not accrue from and after the redemption date. The cost of mailing any such redemption notice and any expenses incurred by the Fiscal Agent in connection therewith shall be paid by the City.

(iii) Redemptions. Whenever provision is made in this Agreement for the redemption of less than all of the Bonds of any maturity or any given portion thereof, the Fiscal Agent shall select the 2025 Bonds to be redeemed, from all 2025 Bonds or such 451
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given portion thereof not previously called for redemption, by lot in any manner which the Fiscal Agent shall deem appropriate; provided, however, that if Bonds are to be redeemed as a result of the prepayment of Special Taxes, the City shall select Bonds to be redeemed from any or all series, and within each series Bonds shall be selected for redemption on a pro-rata basis among maturities.

(iv) New Bonds. 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 2025 Bond or 2025 Bonds, of the same series and maturity, of authorized denominations in aggregate principal amount equal to the unredeemed portion of the 2025 Bond or 2025 Bonds.

(v) Rescission of Notice . The City has the right to rescind any notice of optional redemption of the Bonds by written notice to the Fiscal Agent on or prior to the date fixed for redemption. Any notice of optional rede mption 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 noticed to be called for redemption, and such cancellation shall not constitute a default under this Agreement. The City and the Fiscal Agent have no liability to the Bonds owners or any other party related to or arising from such rescission of redemption. The Fiscal Agent shall mail notice of such rescission of prepayment in the same ma nner as the original notice of redemption was sent.

(E) 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 2025 Bonds so called for redemption s hall have bee n deposited in the Bond Fund, such 2025 Bonds so called shall cease to 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 the notice of redemption. All 2025 Bonds redeemed and purchased by the Fiscal Agent under this Section 12.04 shall be canceled by the Fiscal Agent. The Fiscal Agent shall destroy the canceled 2025 Bonds in accordance with the Fiscal Agent’s retention policy then in effect.

Section 12.05. Form of 2025 Bonds. The 2025 Bonds, the Fiscal Agent’s certificate of authentication and the assignment, to appear thereon, shall be substantially in the forms, respectively, set forth in Exhibit A-3 attached to Supplemental Agreement No. 3 and by this reference incorporated herein, with necessary or appropr iate variations, omissions and insertions, as permitted or required by the Agreement, the Resolution and the Act.

Section 12.06. Execution and Authentication of 2025 Bonds.

(A) Execution of 2025 Bonds. The 2025 Bonds shall be executed on behalf of the City by the manual or facsimile signatures of its Mayor and its City Clerk who are in office on the date of execution of this Supplemental Agreement No. 3 or at any time thereafter , and the seal of the City may be impressed, imprinted or reproduced by facsimile signature thereon . If any officer whose signature appears on any 2025 Bond ceases to be such officer before delivery of the 2025 Bonds to the Owner, such signature shall nev ertheless be as effective as if the officer had remained in office until the delivery of the 2025 Bonds to the Owner. Any 2025 Bond may be signed and attested on behalf of the City by such persons as at the actual date of the execution of such 2025 Bond shall be the proper officers of the City although at the nominal date of such 2025 Bond any such person shall not have been such officer of the City. 452
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(B) Authentication of 2025 Bonds. Only such of the 2025 Bonds as shall bear thereon a certificate of authentication in the form set forth in Exhibit A-3, manually 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 the Fiscal Agent shall be conclusive evide nce that such 2025 Bonds have been duly authenticated and delivered hereunder and are entitled to the benefits of this Agreement.

Section 12. 07. Transfer and Exchange of 2025 Bonds; Etc . The provisions of Sections 2.0 6 through 2.1 0 of the Original Fiscal Agent Agreement shall apply to the 2025 Bonds in a like manner as applied to the 2015 Bonds.

Section 12.08. Application of Proceeds of Sale of 2025 Bonds.

(A) Proceeds. The proceeds of the purchase of the 2025 Bonds by the Original Purchaser in the amount of $___________, calculated as the principal amount thereof, plus [net] original issue premiu m of $_______, less an underwriter ’s discount of $________, and less bond insurance premium ($ _________) and reserve fund surety premium ($ _________), which shall be paid by the Original Purchaser to the Insurer on behalf of the City, shall be paid to the Fiscal Agent, who shall deposit such proceeds in a temporary account called the Proceeds Fund which the Fiscal Agent shall establish and maintain, and the Fiscal Agent shall forthwith set aside, pay over and deposit such proceeds on the Closing Date as fol lows (whereupon said temporary account shall be closed):

(i) Transfer to the Fiscal Agent pursuant to the Irrevocable Refunding Instructions to refund the 2015 Bonds and 2019 Bonds;

(ii) Deposit in the 2025 Improvement Account of the Improvement Fund $______________; and

(iii) Deposit in the 2025 Costs of Issuance Fund $___________.

(B) Accounts. The Fiscal Agent may establish a temporary fund or account in its books and records to facilitate transfers required under this Section 12.08.

Section 12.09. 2025 Costs of Issuance Fund.

(A) Establishment of 2025 Costs of Issuance Fund . The 2025 Costs of Issuance Fund is hereby established as a separate fund to be held by the Fiscal Agent, to the credit of which a deposit shall be made as required by Section 12.08(A). Moneys in the 2025 Costs of Issuance Fund shall be held by the Fiscal Agent for the benefit of the City and shall be disbursed as provided in subsection (B) of this Section for the p ayment or reimbursement of 2025 Costs of Issuance.

(B) Disbursement. Amounts in the 2025 Costs of Issuance Fund shall be disbursed from time to time to pay 2025 Costs of Issuance, as set forth in a requisition substantially in the form of Exhibit B-3 attached hereto and by this reference incorporated herein , executed by an Authorized Officer, containing respective amounts to be paid to the designated payees and delivered to the Fiscal Agent.

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(C) Investment. Moneys in the 2025 Costs of Issuance Fund shall be invested and deposited by the Fiscal Agent under Section 6.01. Interest earnings and profits resulting from such investment shall be retained by the Fiscal Agent in the 2025 Costs of Issuance Fund to be used for the purposes of such fund.

(D) Closing of Fund . The Fiscal Agent shall maintain the 2025 Costs of Issuance Fund for a period of 90 days from the Closing Date for the 2025 Bonds and then the Fiscal Agent shall transfer any moneys remaining therein, including any inve stment earnings thereon, to the 2025 Improvement Account of the Improvement Fund, and if such 2025 Improvement Account of the Improvement Fund shall be closed then to the Bond Fund, and the 2025 Costs of Issuance Fund shall be closed.

Section 12.10. 2025 Improvement Account of Improvement Fund. .

(A) Establishment. The 2025 Improvement Account is hereby established as a separate account within the Improvement Fund to be held by the Fiscal Agent for the benefit of the City and to the credit of which fund deposits shall be made as required by Section 12.08(A) and, if applicable, Section 12. 09(D). Moneys in the Improvement Fund shall be disbursed, except as otherwise provided in subsection (D) of this Section, for the payment or reimbursement of costs of the Project.

(B) Procedure for Disbursement . Disbursements from the 2025 Improvement Account of the Improvement Fund shall be made by the Fiscal Agent upon receipt of an Officer’s Certificate substantially in the form of Exhibit C-3 hereto and by this reference incorporated herein, which shall:

(i) set forth the amount required to be disbursed, the purpose for which the disbursement is to be made, the person to which the disbursement is to be paid and state that such disbursement is for a Project cost;

(ii) certify that no portion of the amount then being requested to be disbursed was set forth in any Officer’s Certificate previously filed requesting disbursement; and

(C) Investment. Moneys in the 2025 Improvement Account of the Improvement Fund shall be invested under Section 6.01. Interest earnings and profits from such investment shall be retained in the 2025 Improvement Account of the Improvement Fund to be used for the purposes thereof.

(D) Closing of Account. Upon the filing of an Officer ’s Certificate stating that the Project has been completed and that all costs of the Project have been paid or are not required to be paid from the 2025 Improvement Account of the Improvement Fund, the Fiscal Agent shall transfer the amount, if any, remaining in the 2025 Improvement Account of the Improvement Fund to the Bond Fund, and the 2025 Improvement Account of the Improvement Fund shall be closed.

Section 12. 11. Security for 2025 Bonds. The 2025 Bonds shall be Parity Bonds which shall be secured in the manner and to the extent set forth in Articles III, IV and V, and in this Article XII, without any preference or priority among the 2022 Bonds, the 2025 Bonds and any other Parity Bonds that may be issued in the future in accordance with the Agreement.

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Section 12. 12. Effect of this Article X II. Except as in this Article X II expressly provided or except to the extent inconsistent with any provision of this Article X II, the 2025 Bonds shall be deemed to be “Bonds” under and within the meaning of Section 1.03, and every term and condition contained in the foregoing provisions of this Agreement shall apply to the 2025 Bonds with full force and effect, with such omissions, variations and modifications thereof as may be appropriate to make the same conform to this Article XII.

SECTION 2. Attachment of Exhibits. The Original Fiscal Agent Agreement is hereby further supplemented and amended by incorporating therein Exhibit A-3, Exhibit B-3 and Exhibit C-3, each of which shall read in its entirety as set forth in Supplemental Agreement No. 3 and hereby made a part hereof.

SECTION 3. Additional Amendments to Original Fiscal Agent Agreement . The Original Fiscal Agent Agreement is hereby further amended as follows:

(A) In Supplemental Agreement No. 1, t he definition of “Reserve Requirement ” in Section 1.03 was amended and restated to clarify that the calculation shall be undertaken with respect to each Series, as follows:

“Reserve Requirement ” means, with respect to each Series of Bonds, an amount equal to the lesser of (a) Maximum Annual Debt Service on the Bonds, (b) 125% of the average Annual Debt Service on the Bonds , or (c) ten percent (10%) of the original principal amount of the Bonds (or the issue price of the Bonds excluding accrued interest, if the net original issue discount or premium is less than 98% or more than 102% of the principal amount of the Bonds), as calculated by the City.

The Reserve Requirement for any Series may be met by depositing in the reserve account established for such Series a municipal bond insurance policy issued by a reputable bond insurer, as determined by the City.

(B) Also in Supplemental Agreement No. 1, Section 9.06 was amended by replacing the Fiscal Agent’s notice information with the following:

U.S. Bank Trust Company, National Association
1 California Street, Suite 1000
San Francisco, CA 94111

(C) In Supplemental Agreement No. 2, Section 3.02 was amended and restated as follows:

“The Bonds shall be secured by a first pledge (which pledge shall be effected in the manner and to the extent herein provided) of all of the Special Tax Revenues and all moneys deposited in the Bond Fund, and, until disburs ed as provided herein, in the Special Tax Fund. In addition, each Series of Bonds shall be secured by a first pledge of all moneys in the reserve account established within the Reserve Fund for such Series of Bonds. The Special Tax Revenues and all moneys deposited into such funds (except as otherwise provided herein) are hereby dedicated to the payment of the principal of, 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 unti l moneys or Federal Securities have been set aside irrevocably for that purpose under Section 9.03.”

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(D) Also in Supplemental Agreement No. 2, Section 3.06(D) and 3.06(E) were amended and restated as follows:

“(D) Value. The fair market value of all parcels in the CFD subject to Special Taxes, including then existing improvements and any facilities to be constructed or acquired with the proceeds of the proposed series of Parity Bonds, as determined by an appraisal performed on a basis consistent with the appraisal or appraisals prepared in connection with the issuance of Bonds issued and outstanding and/or the assessed value of parcels and improvements thereon, as shown on the then current County tax roll, is at leas t 10.00 times the sum of (i) the agg regate principal amount of all Outstanding Bonds and Parity Bonds plus (ii) the aggregate principal amount of the series of Parity Bonds proposed to be issued, plus (iii) the aggregate principal amount of any assessment district bonds then proposed and out standing and payable from assessments to be levied on parcels of land within the CFD classified as Developed Property (as defined in the Rate and Method of Apportionment of Special Tax for the CFD), plus (iv) a portion of the aggregate principal amount of all Other CFD Bonds then proposed and outstanding and payable at least partially from special taxes to be levied on parcels of land within the CFD classified as Developed Property equal to the aggregate principal amount of the Other CFD Bonds multiplied by a fraction, the numerator of which is the amount of special taxes levied for the Other CFD Bonds on parcels of land within the CFD classified as Developed Property, and the denominator of which is the total amount of special taxes levied for the Other CFD Bonds on all parcels of land against classified as Developed Property which the special taxes are levied to pay Other CFD Bonds (such fraction to be determined based upon the maximum Special Taxes which could be levied the year in which maximum annual deb t service on the Other CFD Bonds occurs), based upon information from the most recent available fiscal year; and

(E) Coverage. For each Bond Year that the Bonds and Parity Bonds will be outstanding, projected maximum Special Taxes (net of County administr ation charges and Priority Administration Expenses ) on Developed Property in each Fiscal Year are equal to or greater than one hundred ten perc ent (110%) of De bt Service due in the Bond Year that begins in the corresponding Fiscal Year.”

(E) References in the Fiscal Agent Agreement to any series of bonds which, if the context requires reference to the 2022 Bonds or 2025 Bonds in order to maintain the parity relationship of the 2022 Bonds, the 2025 Bonds and any Parity Bonds and the security therefor, shall be deemed to refer to “Bonds” as defined in the Original Fiscal Agent Agreement.

(F) In accordance with Section 3.06(C) and Section 4.03(A), the Fiscal Agent shall establish a separate subaccount within the Reserve Fund known as the “2025 Reserve Account,” into which the Reserve Policy shall be deposited. The 2025 Reserve Account shall be held by the Fiscal Agent within the Reserve Fund, and administered as set forth in the Agreement, with amounts in the 2025 Reserve Account pledged solely to the 2025 Bonds. The 2025 Reserve Account will be maintained in the form of the Reserve Policy, which the Fiscal Agent shall designate as deposited in the 2025 Reserve Account . So long as the Reserve Policy remains in force and effect, the following p rovisions of Exhibit E attached hereto shall govern, notwithstanding anything to the contrary contained in the Fiscal Agent Agreement.

SECTION 4. Provisions Related to Insurance Policies.

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(a) Insurance Policy. So long as the Insurance Policy remains in effect, the City and the Fiscal Agent shall comply with all of the terms and provisions set forth in Exhibit D relating to the Insurer and the Insurance Policy for the 2025 Bonds . Such provisions are hereby incorporated into this Fiscal Agent Agreement by this reference, and shall control and supersede any conflicting or inconsistent provisions in this Fiscal Agent with respect to the 2025 Bonds.

(b) Reserve Policy. So long as the Reserve Policy remains in effect, the City and the Fiscal Agent shall comply with all of the terms and provisions set forth in Exhibit E relating to the Reserve Policy for the 2025 Bonds. Such provisions are hereby incorporated into this Fiscal Agent Agreement by this reference, and shall control and supersede any conflicting or inconsistent provisions in this Fiscal Agent Agreement with respect to the 2025 Bonds.

SECTION 5. Partial Invalidity. If any section, paragraph, sentence, clause or phrase of this Supplemental Agreement No. 3 shall for any reason be held illegal, invalid or unenforceable, such holding shall not affect the validity of the remaining portions of this Supplemental Agreement No. 3. The City hereby declares that it would have entered into this Supplemental Agreement No. 3 and each and every other Section, paragraph, sentence, clause or phrase hereof and authorized the issue of the 2025 Bonds pursuant thereto irrespective of the fact that any one or more Sections, paragraphs, sentences. clauses, or phrases of this Supplemental Agreement No. 3 may be held illegal, invalid or unenforceable.

SECTION 6. Execution in Counterparts. This Supplemental Agreement No. 3 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.

SECTION 7. Governing Law. This Supplemental Agreement No. 3 shall be construed and governed in accordance with the laws of the State of California applicable to contracts made and performed in such State.

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[Supplemental Agreement No. 3 to Fiscal Agent Agreement dated as of October 1, 2025] IN WITNESS WHEREOF , the City and the Fiscal Agent have each caused this Supplemental Agreement No. 3 to be executed as of the date first above written.

CITY OF ROCKLIN, for and on behalf of the

CITY OF ROCKLIN COMMUNITY FACILITIES
DISTRICT NO. 10 (WHITNEY RANCH)

By:

Aly Zimmermann
City Manager

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

By:

Vice President

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Exhibit A-3