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Section 10. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the City from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the City chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the City shall have no obligation under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. Section 11. 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 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 powers and duties hereunder, including the costs and expenses (including attorneys’ fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent’s negligence or willful misconduct. The Dissemination Agent shall have no duty or obligation to review any information provided to it by the City hereunder and shall not be deemed to be acting in any fiduciary capacity for the City, the 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 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 Bonds, and shall create no rights in any other 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. IN WITNESS WHEREOF, the parties hereto have executed this Disclosure Certificate as of the date first above written. CITY OF ROSEVILLE, for and on behalf of City of Roseville SVSP Westpark-Federico Community Facilities District No. 1 (Public Facilities) By: Name: Title: WILLDAN FINANCIAL SERVICES, as Dissemination Agent By: Name: Title:
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FORM OF DEVELOPER CONTINUING DISCLOSURE CERTIFICATE (_____________) THIS CONTINUING DISCLOSURE CERTIFICATE (the “Disclosure Certificate”) dated as of ___________ 1, 2022, is executed by ________________, a __________________ (the “Developer”) in connection with the execution and delivery by the City of Roseville of its City of Roseville SVSP Westpark-Federico Community Facilities District No. 1 (Public Facilities) Special Tax Bonds Series 2022 (the “Bonds”). The Bonds are being executed and delivered pursuant to a Fiscal Agent Agreement dated as of November 1, 2019, as amended and supplemented by Supplemental Agreement No. 1 to Fiscal Agent Agreement, dated as of May 1, 2021 and Supplemental Agreement No. 2 to Fiscal Agent Agreement, dated as of ______, 2022 (collectively, the “Fiscal Agent Agreement”), by and between the City and The Bank of New York Mellon Trust Company, N.A., as fiscal agent (the “Fiscal Agent”). The Developer covenants and agrees as follows: Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the Developer for the benefit of the holders and beneficial owners of the Bonds. Section 2. Definitions. In addition to the definitions set forth herein and in the Fiscal Agent Agreement, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: “Affiliate” means any person presently directly (or indirectly through one or more intermediaries) under managerial control of the Developer, and about whom information could be material to potential investors in their investment decision regarding the Bonds (including without limitation information relevant to the proposed development of the Property or to the Developer's ability to pay the Special Taxes levied on the Property prior to delinquency). “Assumption Agreement” means an undertaking of a Major Owner for the benefit of the holders and beneficial owners of the Bonds containing terms substantially similar to this Disclosure Certificate (as modified for such Major Owner’s development and financing plans with respect to the District), whereby such Major Owner agrees to provide periodic reports and notices of significant events, setting forth the information described in sections 4 and 5 hereof, respectively, with respect to the portion of the property in the District owned by such Major Owner, and, at the option of the Developer or such Major Owner, agrees to indemnify the Dissemination Agent (if any) pursuant to a provision substantially in the form of Section 11 hereof. “Dissemination Agent” means, initially, the Developer, or any successor Dissemination Agent designated in writing by the Developer, and which has filed with the Developer and the City a written acceptance of such designation, and which is experienced in providing dissemination agent services such as those required under this Disclosure Certificate. “District” means the City of Roseville of its City of Roseville SVSP Westpark-Federico Community Facilities District No. 1 (Public Facilities). “Listed Events” means any of the events listed in Section 5(a) of this Disclosure Certificate.
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“Major Owner” means, as of any Report Date, a Person that owns land in the District that is responsible in the aggregate for 20% or more of the Special Taxes in the District levied or anticipated to be levied during the then-current fiscal year. “MSRB” means the Municipal Securities Rulemaking Board, which has been designated by the Securities and Exchange Commission as the sole repository of disclosure information. “Official Statement” means the final Official Statement dated ________, 2021, executed by the City in connection with the issuance of the Bonds. “Participating Underwriter” means Piper Sandler & Co., the original Underwriter of the Bonds. “Periodic Report” means any Periodic Report provided by the Developer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. “Person” means an individual, a corporation, a partnership, a limited liability company, an association, a joint stock company, a trust, any unincorporated organization or a government or political subdivision thereof. “Property” means (i) the property owned by the Developer or an Affiliate in the District as of the date set forth in each Periodic Report (which shall not be more than 60 days prior to the date that the Periodic Report is due for filing), and (ii) the property in the District that the Developer sold to a Major Owner who has not assumed the undertakings of this Disclosure Certificate under Section 6(b) that is owned by such Major Owner. “Report Date” means April 1 and October 1 of each year. “Special Taxes” means the special taxes of the District levied on the Property. Section 3. Provision of Periodic Reports. (a) So long as Developer’s obligations under this Continuing Disclosure Certificate have not been terminated pursuant to Section 6 below, the Developer shall, or, upon written direction of the Developer the Dissemination Agent shall, not later than the Report Date, commencing October 1, 2021, file or cause to be filed with the MSRB a Periodic Report which is consistent with the requirements of Section 4 of this Disclosure Certificate with a copy to the Participating Underwriter and the City. Not later than 15 calendar days prior to the Report Date, the Developer shall provide the Periodic Report to the Dissemination Agent (if different from the Developer). The Developer shall provide a written certification with (or included as a part of) each Periodic Report furnished to the Dissemination Agent (if different from the Developer), the Participating Underwriter and the City to the effect that such Periodic Report constitutes the Periodic Report required to be furnished by it under this Disclosure Certificate. The Dissemination Agent, the Participating Underwriter and the City may conclusively rely upon such certification of the Developer and shall have no duty or obligation to review the Periodic Report. The Periodic Report may be submitted as a single document or as separate documents comprising a package, and may incorporate by reference other information as provided in Section 4 of this Disclosure Certificate. (b) If the Dissemination Agent does not receive a Periodic Report by 15 calendar days prior to the Report Date, the Dissemination Agent shall send a reminder notice to the Developer
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that the Periodic Report has not been provided as required under Section 3(a) above. The reminder notice shall instruct the Developer to determine whether its obligations under this Disclosure Certificate have terminated (pursuant to Section 6 below) and, if so, to provide the Dissemination Agent with a notice of such termination in the same manner as for a Listed Event (pursuant to Section 5 below). If the Developer does not provide, or cause the Dissemination Agent to provide, a Periodic Report to the MSRB by the Report Date as required in subsection (a) above, the Dissemination Agent shall send a notice to the MSRB in the form prescribed by the MSRB, with a copy to the City and the Participating Underwriter. (c) The Dissemination Agent shall: (i) determine prior to each Report Date the then-applicable rules and electronic format prescribed by the MSRB for the filing of continuing disclosure reports; and; (ii) to the extent the Periodic Report has been furnished to it, file a report with the Developer (if the Dissemination Agent is other than the Developer), the City and the Participating Underwriter certifying that the Periodic Report has been provided pursuant to this Disclosure Certificate, and stating the date it was provided. With respect to the Periodic Report, the Dissemination Agent shall, to the extent the Periodic Report has been furnished to it, file the Periodic Report with the MSRB and file a report with the Developer (if the Dissemination Agent is other than the Developer), the City and the Participating Underwriter certifying that the Periodic Report has been provided pursuant to this Disclosure Certificate, stating the date it was provided to and filed with the MSRB. Section 4. Content of Periodic Reports. The Developer’s Periodic Report shall contain or incorporate by reference the information set forth in Exhibit A relating to the Developer, any or all of which may be included by specific reference to other documents, including official statements of debt issues of the Developer or related public entities, which are available to the public on the MSRB’s Internet web site or filed with the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available from the MSRB. The Developer shall clearly identify each such other document so included by reference. In addition to any of the information expressly required to be provided in Exhibit A, the Developer’s Periodic Report shall include such further information, if any, as may be necessary to make the specifically required statements, in the light of the circumstances under which they are made, not misleading. Section 5. Reporting of Significant Events. (a) So long as Developer’s obligations under this Continuing Disclosure Certificate have not been terminated pursuant to Section 6 below, the Developer shall give, or cause to be given, notice of the occurrence of any of the following Listed Events with respect to itself or the Property, if material: (i) bankruptcy or insolvency proceedings commenced by or against the Developer and, if known, any bankruptcy or insolvency proceedings commenced by or against any Affiliate of the Developer that is reasonably likely to have a significant impact on the Developer’s ability to pay Special Taxes or to sell or develop the Property;
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(ii) failure to pay any Special Taxes due with respect to the Property on or prior to the delinquency date to the extent such failure is not promptly cured by the Developer upon discovery thereof; (iii) filing of a lawsuit of which the Developer is aware against the Developer or an Affiliate seeking damages, which, if successful, could have a material and adverse impact on the Developer’s ability to pay Special Taxes prior to delinquency or to sell or develop the Property; (iv) material damage to or destruction of any of the improvements on the Property; and (v) any payment default or other material default by the Developer on any loan with respect to the construction of improvements on the Property that continues to exist beyond any applicable notice and cure periods on any loan with respect to the construction of improvements on the Property. (b) Whenever the Developer obtains knowledge of the occurrence of a Listed Event, the Developer shall as soon as possible determine if such event would be material under applicable Federal securities law. (c) If the Developer determines that knowledge of the occurrence of a Listed Event would be material under applicable Federal securities law, the Developer shall, or shall cause the Dissemination Agent to, promptly file a notice of such occurrence with the MSRB, with a copy to the City and the Participating Underwriter. Section 6. Duration of Reporting Obligation. (a) All the Developer’s obligations hereunder shall commence on the date hereof and terminate (except as provided in Section 11) on the earliest to occur of the following: (i) upon the legal defeasance, prior redemption or payment in full of all the Bonds, or (ii) if the Developer is Solaire Community Builders, LLC, at such time as (A) 90% of the Construction Costs for Improvements shown in Table 4 of the Official Statement have been paid and (B) the Property is no longer responsible for the payment of 20% or more of the special taxes within the District. If the Developer is other than Solaire Community Builders, LLC, then at such time as the Property is no longer responsible for the payment of 20% or more of the special taxes within the District; or (iii) the date on which the Developer prepays in full all of the Special Taxes attributable to the Property. The Developer shall give notice of the termination of its obligations under this Disclosure Certificate in the same manner as for a Listed Event under Section 5. (b) If a portion of the Property is conveyed to a Person that, upon such conveyance, will be a Major Owner, the obligations of the Developer hereunder with respect to the property conveyed to the Major Owner may be assumed by such Major Owner, and the Developer’s obligations hereunder with respect to the Property conveyed will be terminated. In order to effect
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such assumption, such Major Owner shall enter into an Assumption Agreement in form and substance equivalent to this Disclosure Certificate or as otherwise satisfactory to the City and the Participating Underwriter. However, a Major Owner shall not be required to enter into an Assumption Agreement if such Major Owner is already a party to a continuing disclosure certificate in form and substance similar to this Disclosure Certificate with respect to the Bonds, and under which the property conveyed to such Major Owner will become subject to future Periodic Reports. Section 7. Dissemination Agent. The Developer may, from time to time, appoint or engage a Dissemination Agent to assist the Developer in carrying out its obligations under this Disclosure Certificate, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent may resign by providing thirty days’ written notice to the City, the Developer and the Participating Underwriter. Section 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the Developer may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied (provided, however, that the Dissemination Agent shall not be obligated under any such amendment that modifies or increases its duties or obligations hereunder without its written consent thereto): (a) if the amendment or waiver relates to the provisions of sections 3(a), 4 or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature, or status of an obligated person with respect to the Bonds, or type of business conducted; and (b) the proposed amendment or waiver either (i) is approved by holders of the Bonds in the manner provided in 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 holders or beneficial owners of the Bonds. Section 9. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the Developer from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Periodic Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the Developer chooses to include any information in any Periodic Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the Developer shall have no obligation under this Disclosure Certificate to update such information or include it in any future Periodic Report or notice of occurrence of a Listed Event. Section 10. Default. In the event of a failure of the Developer to comply with any provision of this Disclosure Certificate, the Participating Underwriter and any holder or beneficial owner of the Bonds may, take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Developer to comply with its obligations under this Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed an Event of Default under the Fiscal Agent Agreement, and the sole and exclusive remedy under this Disclosure Certificate in the event of any failure of the Developer to comply with this Disclosure Certificate shall be an action to compel performance.
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Section 11. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the Developer agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents (each, an “Indemnified Party”), harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the reasonable costs and expenses (including attorneys’ fees) of defending against any claim of liability, but excluding (i) losses, liabilities, costs and expenses due to an Indemnified Party’s negligence or willful misconduct or failure to perform its duties hereunder and (ii) losses, expenses and liabilities due to the failure of the City to pay the fees and expenses of the Dissemination Agent. The Dissemination Agent shall be paid compensation for its services provided hereunder from Special Taxes levied for administration of the CFD in accordance with the Dissemination Agent’s schedule of fees as amended from time to time, which schedule, as amended, shall be reasonably acceptable, and all reasonable expenses, reasonable legal fees and advances made or incurred by the Dissemination Agent in the performance of its duties hereunder. The Dissemination Agent shall have no duty or obligation to review any information provided to it hereunder and shall not be deemed to be acting in any fiduciary capacity for the City, the Developer, the Bond owners, or any other party. The obligations of the Developer under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds, but shall be assumed by a Major Owner from and after the date of such assumption when property is sold to a Major Owner and such Major Owner enters into an Assumption Agreement. Section 12. Notices. Any notice or communications to be among any of the parties to this Disclosure Certificate may be given as follows: To the Developer ____________ Attn: ____________ ____________ ____________ To the Issuer/City: City of Roseville 311 Vernon Street Roseville, CA 95678 Attn: CFD Administrator To the Participating Underwriter: Piper Sandler & Co. 2321 Rosecrans Avenue, Suite 3200 El Segundo, CA 90245 Attn: Managing Director Any person may, by written notice to the other persons listed above, designate a different address or telephone number(s) to which subsequent notices or communications should be sent. Section 13. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the City, the Developer (its successors and assigns), the Dissemination Agent, the Participating Underwriter and holders and beneficial owners from time to time of the Bonds, and shall create no rights in any other person or entity. All obligations of the Developer hereunder shall be assumed by any legal successor to the obligations of the Developer as a result of a sale, merger, consolidation or other reorganization.
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Section 14. Counterparts. This Disclosure Certificate may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. IN WITNESS WHEREOF, the Developer has executed this Disclosure Certificate as of the date first above written. ____________________, a _________________ By: Name: Title:
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EXHIBIT A PERIODIC REPORT This Periodic Report is hereby submitted under Section 4 of the Continuing Disclosure Certificate (the “Disclosure Certificate”) dated ___________ 1, 2022, executed by the undersigned (the “Developer”) in connection with the issuance of the above-captioned bonds by the City of Roseville (the “City”) with respect to its City of Roseville SVSP Westpark-Federico Community Facilities District No. 1 (Public Facilities) (the “District”). Capitalized terms used in this Periodic Report but not otherwise defined have the meanings given to them in the Disclosure Certificate. I. Property Ownership and Development The information in this section is provided as of ____________________ (this date must be not more than 60 days before the date this Periodic Report is due for filing). A. Description of the Property currently owned by Developer in the District (the "Property”), in substance and form similar to such information in the Official Statement for the Bonds: _______________________________. B. Updated information regarding land development and home construction activities with respect to the Property described in the Official Statement for the Bonds or the Periodic Report last filed in accordance with the Disclosure Certificate: ______________________________________________________________________ ______________________________________________________________________ C. Status of building permits and any material changes to the description of land use or development entitlements for the Property described in the Official Statement for the Bonds or the Periodic Report last filed in accordance with the Disclosure Certificate: ______________________________________________________________________ ______________________________________________________________________ D. Status of any land purchase contracts with other than homeowners with regard to the Property, whether acquisition of land in the District by the Developer or sales of land in the District to other property owners, distinguishing between (i) developers and (ii) merchant builders. ______________________________________________________________________ ______________________________________________________________________ II. Legal and Financial Status of Developer Unless such information has previously been included or incorporated by reference in a Periodic Report, describe any material change in the legal structure or ownership of the Developer
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or the financial condition and financing plan of the Developer that would materially and adversely interfere with its ability to complete the development plan with respect to the Property described in the Official Statement. ______________________________________________________________________ ______________________________________________________________________ III. Change in Development or Financing Plans Unless such information has previously been included or incorporated by reference in a Periodic Report, describe any development plans or financing plans relating to the Property that are materially different from the proposed development and financing plan for the Property described in the Official Statement or in a previous Periodic Report [for Taylor Morrison: under the caption “OWNERSHIP OF PROPERTY WITHIN THE DISTRICT – Taylor Morrison”] [for Tri Pointe Homes: under the caption “OWNERSHIP OF PROPERTY WITHIN THE DISTRICT – Tri Pointe Homes”]. ______________________________________________________________________ ______________________________________________________________________ IV. Official Statement Updates Unless such information has previously been included or incorporated by reference in a Periodic Report, describe any other significant changes in the information relating to the Developer or the Property contained in the Official Statement under the heading “ OWNERSHIP OF PROPERTY WITHIN THE DISTRICT” ] [for Taylor Morrison: “OWNERSHIP OF PROPERTY WITHIN THE DISTRICT – Taylor Morrison”] [for Tri Pointe Homes: under the caption “OWNERSHIP OF PROPERTY WITHIN THE DISTRICT – Tri Pointe Homes”] that would materially and adversely interfere with the Developer’s ability to develop and sell the Property as described in the Official Statement. ______________________________________________________________________ ______________________________________________________________________ V. Other Material Information In addition to any of the information expressly required above, provide such further information, if any, with respect to the Property and the Developer as may be necessary to make the specifically required statements, in the light of the circumstances under which they are made, not misleading. _____________________________________________________________________ ______________________________________________________________________ Certification
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On behalf of the Developer, the undersigned authorized officer or representative, based on actual knowledge after reasonable inquiry of current employees of Developer and its affiliates, hereby certifies that this Periodic Report constitutes the Periodic Report required to be furnished by the Developer under the Disclosure Certificate. ANY OTHER STATEMENTS REGARDING THE DEVELOPER, THE DEVELOPMENT OF THE PROPERTY, THE DEVELOPER’S FINANCING PLAN OR FINANCIAL CONDITION, OR THE BONDS, OTHER THAN STATEMENTS MADE BY THE DEVELOPER IN AN OFFICIAL RELEASE, OR FILED WITH THE MUNICIPAL SECURITIES RULEMAKING BOARD, ARE NOT AUTHORIZED BY THE DEVELOPER. THE DEVELOPER IS NOT RESPONSIBLE FOR THE ACCURACY, COMPLETENESS OR FAIRNESS OF ANY SUCH UNAUTHORIZED STATEMENTS. THE DEVELOPER HAS NO OBLIGATION TO UPDATE THIS PERIODIC REPORT OTHER THAN AS EXPRESSLY PROVIDED IN THE DISCLOSURE CERTIFICATE. Dated: ____________________, a _________________ By: Name: Title:
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APPENDIX F SUMMARY OF CERTAIN PROVISIONS OF FISCAL AGENT AGREEMENT
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APPENDIX G DTC AND THE BOOK-ENTRY ONLY SYSTEM The following description of the Depository Trust Company (“DTC”), the procedures and record keeping with respect to beneficial ownership interests in the 2022 Bonds, payment of principal, interest and other payments on the 2022 Bonds (herein, the “Securities”) to DTC Participants or Beneficial Owners, confirmation and transfer of beneficial ownership interest in the Securities and other related transactions by and between DTC, the DTC Participants and the Beneficial Owners is based solely on information provided by DTC. Accordingly, no representations can be made concerning these matters and neither the DTC Participants nor the Beneficial Owners should rely on the foregoing information with respect to such matters, but should instead confirm the same with DTC or the DTC Participants, as the case may be. Neither the issuer of the Securities (the “Issuer”) nor the fiscal agent appointed with respect to the Securities (the “Agent”) takes any responsibility for the information contained in this Appendix. No assurances can be given that DTC, DTC Participants or Indirect Participants will distribute to the Beneficial Owners (a) payments of interest, principal or premium, if any, with respect to the Securities, (b) certificates representing ownership interest in or other confirmation or ownership interest in the Securities, or (c) redemption or other notices sent to DTC or Cede & Co., its nominee, as the registered owner of the Securities, or that they will so do on a timely basis, or that DTC, DTC Participants or DTC Indirect Participants will act in the manner described in this Appendix. The current “Rules” applicable to DTC are on file with the Securities and Exchange Commission and the current “Procedures” of DTC to be followed in dealing with DTC Participants are on file with DTC. 1. The Depository Trust Company (“DTC”) will act as securities depository for the securities (the “Securities”). The Securities will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Security certificate will be issued for each issue of the Securities, each in the aggregate principal amount of such issue, and will be deposited with DTC. If, however, the aggregate principal amount of any issue exceeds $500 million, one certificate will be issued with respect to each $500 million of principal amount, and an additional certificate will be issued with respect to any remaining principal amount of such issue. 2. DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding
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company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has a Standard & Poor’s rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. The information contained on this Internet site is not incorporated herein by reference. 3. Purchases of Securities under the DTC system must be made by or through Direct Participants, which will receive a credit for the Securities on DTC’s records. The ownership interest of each actual purchaser of each Security (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Securities are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Securities, except in the event that use of the book-entry system for the Securities is discontinued. 4. To facilitate subsequent transfers, all Securities deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Securities with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Securities; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Securities are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 5. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Securities may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Securities, such as redemptions, tenders, defaults, and proposed amendments to the Security documents. For example, Beneficial Owners of Securities may wish to ascertain that the nominee holding the Securities for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them. 6. Redemption notices shall be sent to DTC. If less than all of the Securities within an issue are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. 7. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Securities unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to Issuer as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting
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rights to those Direct Participants to whose accounts Securities are credited on the record date (identified in a listing attached to the Omnibus Proxy). 8. Redemption proceeds, distributions, and dividend payments on the Securities will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from Issuer or Agent, on payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC, Agent, or Issuer, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of Issuer or Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. 9. DTC may discontinue providing its services as depository with respect to the Securities at any time by giving reasonable notice to Issuer or Agent. Under such circumstances, in the event that a successor depository is not obtained, Security certificates are required to be printed and delivered. 10. Issuer may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, Security certificates will be printed and delivered to DTC. 11. The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that Issuer believes to be reliable, but Issuer takes no responsibility for the accuracy thereof.
Stradling Yocca Carlson & Rauth
Draft of 2/21/22
1 4873-3456-8976v2/024667-0112
$__________
CITY OF ROSEVILLE
SVSP WESTPARK-FEDERICO COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES)
SPECIAL TAX BONDS
SERIES 2022
BOND PURCHASE AGREEMENT
_____, 2022
City of Roseville
311 Vernon Street,
Roseville, California 95678
Ladies and Gentlemen:
Piper Sandler & Co. (the “Underwriter”), acting not as a fiduciary or agent for you, but on behalf of itself, offers to enter into this Bond Purchase Agreement (the “Purchase Agreement”) with the City of Roseville, California (the “ City”) acting on behalf of the City of Roseville SVSP Westpark-Federico Community Facilities District No. 1 (Public Facilities) (the “ District”) which, upon acceptance, will be binding upon the City and upon the Underwriter. This offer is made subject to acceptance of it by the City on the date hereof, and if not accepted will be subject to withdrawal by the Underwriter upon notice delivered to the City at any time prior to the acceptance hereof by the City.
The City acknowledges and agrees that: (i) the purchase and sale of the Bonds (defined below) pursuant to this Purchase Agreement is an arm’s -length commercial transaction between the City and the Underwriter; (ii) in connection therewith and wit h the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriter is and has been acting solely as principal and is not acting as a Municipal Advisor (as defined in Section 15B of t he Securities Exchange Act of 1934, as amended); (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the City with respect to the offering contemplated hereby or the discussions, undertakings and procedures leading thereto (irrespective of whet her the Underwriter has provided other services or is currently providing other services to the City on other matters); and (iv) the City has consulted its own legal, financial and other advisors to the extent it has deemed appropriate for this transaction.
1. Purchase, Sale and Delivery of the Bonds.
(a) Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Underwriter agrees to purchase from the City, and the City agrees to sell to the Underwriter, all (but not less than all) of the City of Roseville SVSP Westpark-Federico Community Facilities District No. 1 (Public Facilities) Special Tax Bonds, Series 2022 (the “Bonds”) in the aggregate principal amount specified in Exhibit A hereto. The Bonds shall 2 4873-3456-8976v2/024667-0112
be dated the Closing Date (hereinafter defined), and bear interest from said date (payable semiannually on March 1 and September 1 in each year, commencing September 1, 2022) at the rates per annum and maturing on the dates and in the amounts set forth in Exhibit A hereto. The purchase price for the Bonds shall be the amount specified as such in Exhibit A hereto. (b) The Bonds shall be substantially in the form described in, shall be issued and secured under the provision s of, and shall be payable and subject to redemption as provided in, the Fiscal Agent Agreement dated as of November 1, 2019 ( the “Original Fiscal Agent Agreement”), as supplemented by the Supplemental Agreement No. 1 to Fiscal Agent Agreement dated as of May 1, 2021 (“ Supplement No. 1 ”) and the Supplemental Agreement No. 2 to Fiscal Agent Agreement dated as of _____ 1, 2022 (“ Supplement No. 2 ” and, together with the Original Fiscal Agent Agreement and Supplement No. 1 , the “ Fiscal Agent Agreement ”), each by and between the City and The Bank of New York Mellon Trust Company, N.A., as fiscal agent (the “ Fiscal Agent”), and approved by Resolution No . _____ adopted by the City Council of the City (the “City Council”), acting as the legislative body of the District, on _____, 2022 (the “Resolution of Issuance ”). The Bonds and interest thereon will be payable from a special tax (the “ Special Tax ”) levied and collected on th e taxable land within the District in accordance with Resolution of Intention adopted by the City Council on March 20, 2019, and Resolution No. 19-259 adopted by the City Council on June 5, 2019 (together with the Resolution of Intention , the “ Resolution of Formation ”). The Bonds will be payable from the Special Tax on a parity with the City’s SVSP Westpark -Federico Community Facilities District No. 1 (Public Facilities) Special Tax Bonds Series 2019 issued in the original aggregate principal amount of $7 ,745,000 and SVSP Westpark -Federico Community Facilities District No. 1 (Public Facilities) Special Tax Bonds Series 2021 issued in the original aggregate principal amount of $8,130,000 . Proceeds of the sale of the Bonds will be used in accordance with the Fiscal Agent Agreement and the Mello-Roos Community Facilities Act of 1982, as amended (Sections 53311 et seq. of the Government Code of the State of California) (the “ Law”), to (i) construct and acquire certain public facilities of benefit to the Distri ct, (ii) provide for a deposit to a debt service reserve account for the Bonds, (iii) provide capitalized interest for debt service due on the Bonds through September 1, 2022, and (iv) pay costs of issuance of the Bonds . The Resolution of Issuance , the Resolution of Formation , and Ordinance No. 6115, adopted by the City Council on June 5, 2019, are collectively referred to herein as the “District Resolutions.” (c) At or prior to the acceptance hereof by the City, the City shall cause to be delivered to the Underwriter a 15c2-12 Certificate of the City, dated as of the date of this Purchase Agreement (the “City Certificate”), in substantially the form attached hereto as Exhibit B, with only such changes therein as shall have been accepted by the Underwriter. (d) Subsequent to its receipt of the City Certificate deeming the Preliminary Official Statement for the Bonds, dated _____, 2022 (which Preliminary Official Statement, together with the cover page and all appendices thereto, is herein collectively referred to as the “Preliminary Official Statement ”), final for purposes of Rule 15c2-12 of the Securities and Exchange Commission (“ Rule 15c2-12”), the Underwriter has distributed copies of the Preliminary Official Statement. The City hereby ratifies the use by the Underwriter of the Preliminary Official Statement and authorizes the Underwriter to use and distribute the final Official Statement dated the date hereof (including all information previously permitted to have been omitted by Rule 15c2-12, and any supplements and amendments thereto as have been approved by the City as evidenced by the execution and delivery of such document by an officer of the City (the “Official Statement”), the Fiscal Agent Agreement, the Continuing Disclosure Certificate of the City (the “ City Disclosure Certificate”), this Purchase Agreement and any other documents or contracts to which the City or 3 4873-3456-8976v2/024667-0112
the District is a party related to the Bonds , and all information contained therein, and all other documents, certificates and statements f urnished by the City to the Underwriter in connection with the transactions contemplated by this Purchase Agreement, in connection with the offer and sale of the Bonds by the Underwriter. The Underwriter hereby agree s to deliver a copy of the Official Statement to the Municipal Securities Rulemaking City Council (the “ MSRB”) through the Electronic Municipal Marketplace Access website of the MSRB on or before the Closing Date and otherwise to comply with all applicable statutes and regulations in connection with the offering and sale of the Bonds, including, without limitation, MSRB Rule G-32 and Rule 15c2-12. (e) At 8:00 A.M., Pacific Daylight Time, on _____, 2022, or at such earlier time or date as shall be agreed upon by the Underwriter and the City (such time and date being herein referred to as the “Closing Date”), the City will deliver (i) to the Depository Trust Company in New York, New York, the Bonds in definitive form (all Bonds being in book -entry form registered i n the name of Cede & Co. and having the CUSIP numbers assigned to them printed thereon), duly executed by the officers of the City, as provided in the Fiscal Agent Agreement, and (ii) to the Underwriter, at the offices of Jones Hall, A Professional Law Cor poration, as bond counsel to the City (“Bond Counsel”), or at such other place as shall be mutually agreed upon by the City and the Underwriter, the other documents herein mentioned; and the Underwriter shall accept such delivery and pay the purchase price of the Bonds in immediately available funds (such delivery and payment being herein referred to as the “ Closing”). Notwithstanding the foregoing, the Underwriter may, in their discretion, accept delivery of the Bonds in temporary form upon making arrange ments with the City which are satisfactory to the Underwriter relating to the delivery of the Bonds in definitive form.
2. Public Offering and Establishment of Issue Price.
(a) The Underwriter agrees to make a bona fide public offering of the Bonds at the initial public offering price or prices set forth on the inside cover page of the Final Official Statement (as defined herein) and in Exhibit A hereto and subject to Section 2(c) and 2(d) hereof, the Underwriter reserves the right to change such initial public of fering prices as the Underwriter deems necessary or desirable, in its sole discretion, in connection with the marketing of the Bonds, and to sell the Bonds to certain dealers (including dealers depositing the Bonds into investment trusts) and others at pri ces lower than the initial offering prices set forth in the Final Official Statement. A “bona fide public offering ” shall include an offering to institutional investors or registered investment companies, regardless of the number of such investors to which the Bonds are sold. (b) The Underwriter agrees to assist the City in establishing the issue price of the Bonds and shall execute and deliver to the City at Closing (defined below) an “ issue price ” or similar certificate, together with copies of supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit I, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the City and Bond Counsel to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the City under this section to establish the issue price of the Bonds may be taken on behalf of the City by the City’s municipal advisor, First Southwest, a Division of Hilltop Securities Inc. (the “Municipal Advisor”) and any notice or report to be provided to the City may be provided to the City’s Municipal Advisor.
(c) Except as otherwise set forth in Exhibit A attached her eto, the City will treat the first price at which 10% of each maturity of the Bonds (the “ 10% test”), identified under the column “10% Test Used” in Exhibit A, is sold to the public as the issue price of that maturity. At or 4 4873-3456-8976v2/024667-0112
promptly after the execution of this Purchase Agreement, the Underwriter shall report to the City the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the City the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% test has been satisfied as to the Bonds of that maturity, provided that, the Underwriter’s reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the City or Bond Counsel. For purposes of this section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. (d) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “ initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A attached hereto, except as otherwise set forth therein. Exhibit A also sets forth, identified under the column “Hold the Offering Price Rule Used,” as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the City and the Underwriter agr ee that the restrictions set forth in the next sentence shall apply, which will allow the City to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold -the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the publ ic during the period starting on the sale date and ending on the earlier of the following. (1) the close of the fifth (5th) business day after the sale date; or (2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.
The Underwriter will advise the City promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. (e) The Underwriter confirms that:
(1) any selling group agreement and any third -party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker -dealer that is a party to such third - party distribution agreement, as applicable:
(A) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underw riter that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon 5 4873-3456-8976v2/024667-0112
request of the Underwriter, and (ii) to comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter, (B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating i n the initial sale of the Bonds to the public (each such term being used as defined below), and
(C) to acknowledge that, unless otherwise advised by the dealer or broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third -party distributio n agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third -party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of t hat maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold -the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires. (f) The City acknowledges that, in making the representations set forth in this section, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreeme nt to comply with the hold -the-offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third -party distribution agreement was employed in connection with the ini tial sale of the Bonds to the public, the agreement of each broker -dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold -the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The City further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker -dealer that is a party to a third -party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agree ment to comply with the hold -the-offering-price rule, if applicable to the Bonds.
(g) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (eac h such term being used as defined below) shall not constitute sales to the public for purposes of this section.
Further, for purposes of this section:
6 4873-3456-8976v2/024667-0112
(1) “public” means any person other than an underwriter or a related party;
(2) “underwriter” means (A) any per son that agrees pursuant to a written contract with the City (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract direct ly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a third -party distribution agreement participating in the initial sale of the Bonds to the public); (3) a purchaser of any of the Bonds is a “ related party ” to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (i) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (ii) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other); and
(4) “sale date” means the date of execution of this Purchase Agreement by the City and the Underwriter.
3. Representations, Warranties and Agreements of the City. The City represents, warrants and covenants to and agrees with the Underwriter that:
(a) The City is a municipal corporation and charter city duly organized and existing under the laws of the State of California (the “State”) and has duly authorized the formation of the District pursuant to the Resolution of Formation and the Law. The City Council , as the legislative body of the District, has duly adopted the District Resolutions, and has caused to be recorded in t he real property records of Placer County a Notice of Special Tax Lien , as amended from time to time (the “ Notice of Special Tax Lien ”) (such District Resolutions and Notice of Special Tax Lien being collectively referred to herein as the “ Formation Documents”). Each of the Formation Documents remains in full force and effect as of the date hereof and has not been amended. The District is duly organized and validly existing as a community facilities district under the laws of the State of California. The City has, and at the Closing Date will have, as the case may be, full legal right, power and authority (i) to execute, deliver and perform its obligations under this Purchase Agreement and the City Disclosure Certificate, and to carry out all transactions on its part contemplated by each of such agreements, (ii) to issue, sell and deliver the Bonds to the Underwriter pursuant to the Resolution of Issuance and the Fiscal Agent Agreement as provided herein, and (iii) to carry out, give effect to and consummate the transacti ons on its part contemplated by the Formation Documents and by the Fiscal Agent Agreement, this Purchase Agreement, and the City Disclosure Certificate (collectively, the “District Documents”) and the Official Statement. (b) The City has complied, and will at the Closing Date be in compliance, in all material respects, with the Formation Documents and the District Documents, and any immaterial 7 4873-3456-8976v2/024667-0112
compliance by the City, if any, will not impair the ability of the City to carry out, give effect to or consummate the transactions on its part contemplated by the foregoing. From and after the date of issuance of the Bonds, the City will continue to comply with the covenants of the City contained in the District Documents that are applicable to such time period. (c) The City Council has duly and validly: (i) adopted the District Resolutions, (ii) called, held and conducted in accordance with all requirements of the Law election s within the District to approve the levy of the Special Tax within the District and the issuance of the Bonds and recorded the Notice of Special Tax Lien which established a continuing lien on the land within the District securing the payment of the Special Tax, (iii) authorized and approved the execution, delivery and due performance by the City for the District of the Bonds and the District Documents, (iv) authorized the preparation, delivery and distribution of the Preliminary Official Statement and the Official Statement, and (v) authorized and approved the performance by the City of its obligations contained in, and the taking of any and all action as may be necessary to carry out, give effect to and consummate the transactions on its part contemplated by, each of the District Documents (including, without limitation, the collection of the Special Ta x), the Bonds and the Official Statement and at the Closing Date, the Formation Documents will be in full force and effect and the District Documents and the Bonds will constitute the valid, legal and binding obligations of the City for the District and (a ssuming due authorization, execution and delivery by other parties thereto, where necessary) will be enforceable upon the City in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights in general and to the application of equitable principles if equitable remedies are sought.
(d) To the best of the City’s knowledge, neither the District nor the City is in breach of or default under any applicable law or administrative rule or regulation of the State or the United States, or of any department, division, agency or instrumentality thereof, or under any applicable court or administrative decree or order, or under any loan agreement, note, resolution, trust agreement, contract, agreement or other instrument to which the District or the City is a party or is otherwise subject or bound, a consequence of which would be to materially and adversely affect the performance by the District or the City of their obligations under the Bonds, the Formation Documents or the District Documents, and compliance with the provisions of each thereof will not conflict with or constitute a breach of or default under any applicable law or administrative rule or regulation of the State or the United States, or of any department, division, agency or instrumentality thereof, or under any applicable court or administrative decree or order, or a material breach of or default under any loan agreement, note, resolution, trust agreement, cont ract, agreement or other instrument to which the District or the City, as the case may be, is a party or is otherwise subject or bound.
(e) Except for compliance with the blue sky or other states securities law filings, as to which the City makes no representa tions, all approvals, consents, authorizations, elections and orders of or filings or registrations with any State governmental authority, board, agency or commission having jurisdiction which would constitute a condition precedent to, or the absence of which would materially adversely affect, the performance by the City of its obligations hereunder, or under the Formation Documents or the District Documents, have been obtained and are in full force and effect.
(f) The Special Tax constituting the security for the Bonds has been duly and lawfully authorized and may be levied under the Law, the State Constitution and the applicable laws 8 4873-3456-8976v2/024667-0112
of the State, and the Special Tax, when levied, will constitute a valid and legally binding continuing lien on the properties on which it has been levied.
(g) The City shall not supplement or amend the Official Statement or cause the Official Statement to be supplemented or amended without the prior written consent of the Underwriter. Until the date which is twenty-five (25) days after the “end of the underwriting period” (as hereinafter defined), if any event shall occur of which the City is aware, as a result of which it may be necessary to supplement the Official Statement in order to make the statements in the Official Statement, in light of the circumstances existing at such time, not misleading, the City shall forthwith notify the Underwriter of any such event of which it has knowledge and shall cooperate fully in furnishing any information available to it for any supplement to the Official Statement necessary, in the Underwriter’s opinion, so that the statements therein as so supplemented will not be misleading in light of the circumstances existing at such time and the City shall promptly furnish to the Underwriter a reasonable number of copies of such supplement. As used herein, the term “ end of the underwriting period ” means the later of such time as (i) the City delivers the Bonds to the Underwriter, or (ii) the Underwriter does not retain, directly or as a member of an underwriting syndicate, an unsold balance of the Bonds for sale to the public. Unless the Underwriter gives notice to the contrary, the “end of the underwriting period” shall be deemed to be the Closing Date. Any notice delivered pursuant to this provision shall be written notice delivered to the City at or prior to the Closing Date, and shall specify a date (other than the Closing Date) to be deemed the “end of the underwriting period.”
(h) The Fiscal Agent Agree ment creates a valid pledge of the Special Tax Revenues (as defined in the Fiscal Agent Agreement) and the moneys deposited in the Bond Fund and the Reserve Fund established pursuant to the Fiscal Agent Agreement, including the investments thereof, subject in all cases to the provisions of the Fiscal Agent Agreement permitting the application thereof for the purposes and on the terms and condit ions set forth therein. Until such time as moneys have been set aside in an amount sufficient to pay all then outstanding Bonds at maturity or to the date of redemption if redeemed prior to maturity, plus unpaid interest thereon to maturity or to the date of redemption if redeemed prior to maturity, and premium, if any, the City will faithfully perform and abide by all of its covenants and undertakings, and the provisions contained in the Fiscal Agent Agreement.
(i) Except as disclosed in the Preliminary Official Statement, no acti on, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body is pending with respect to which the City has been served with process or, to the best knowledge of the City, threatened (i) which would materially adversely affect the ability of either the City or the District to perform their obligations under the Bonds, the Formation Documents or the District Documents, or (ii) seeking to restrain or to enjoin the iss uance, sale or delivery of the Bonds, the application of the proceeds thereof in accordance with the Fiscal Agent Agreement, or the collection or application of the Special Tax pledged or to be pledged to pay the principal of and interest on the Bonds, or the pledge thereof, or in any way contesting or affecting the validity or enforceability of the Bonds, the Formation Documents, the District Documents, or any action contemplated by any of said documents, or (iii) in any way contesting the completeness or accuracy of the Official Statement or the powers or authority of the City or the District with respect to the Bonds, the Formation Documents, the District Documents, or any action of the City or the District contemplated by any of said documents; nor is th ere any action pending with respect to which the City has been served with process or, to the best knowledge of the City, threatened against the City or the District which alleges that interest on the Bonds is not excludable from gross income for 9 4873-3456-8976v2/024667-0112
federal income tax purposes or is not exempt from California personal income taxation, or (iv) which would affect or restrain the ability of the owners of property within the District to develop their property as described in the Preliminary Official Statement. (j) The City will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request in order for the Underwriter to qualify the Bonds for offer and sale under the “Blue S ky” or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate; provided, however, the City shall not be required to register as a dealer or a broker of securities or to consent to service of process in connection with any blue sky filing. (k) Any certificate signed by any official of the City authorized to do so and delivered to the Underwriter in connection with the Bonds or this Purchase Agreement shall be deemed a representation and warranty to the Underwriter as to the statements made therein. (l) The City will apply the proceeds of the Bonds in accordance with the Fiscal Agent Agreement as described in the Official Statement. (m) The information contained in the Preliminary Official Statement (other than under the captions “THE BONDS — Description of the Bonds” as they relate to DTC and the Book- Entry Only System, “THE DISTRICT —Entitlements and Developm ent Plan,” “MERCHANT BUILDER DEVELOPMENT,” “OWNERSHIP OF PROPERTY WITHIN THE DISTRICT ” and in Appendix G thereto, as to which no view is expressed) was as of the date thereof, and the information contained in the Official Statement (other than under the ca ptions “THE BONDS — Description of the Bonds” as they relate to DTC and the Book -Entry Only System, “THE DISTRICT—Entitlements and Development Plan,” “MERCHANT BUILDER DEVELOPMENT,” “OWNERSHIP OF PROPERTY WITHIN THE DISTRICT” and in Appendix G thereto , as to which no view is expressed ) as of its date and on the Closing Date shall be, true and correct in all material respects and such information does not and shall not contain any untrue or misleading statement of a material fact or omit to state any materia l fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (n) The Preliminary Official Statement heretofore delivered to the Underwriter has been deemed final by the City as of its date, except f or the omission of such information as is permitted to be omitted in accordance with paragraph (b)(1) of Rule 15c2-12. The City hereby covenants and agrees that, within seven (7) business days from the date hereof, the City shall cause a final printed form of the Official Statement to be delivered to the Underwriter in a quantity mutually agreed upon by the Underwriter and the City so that the Underwriter may comply with paragraph (b)(4) of Rule 15c2-12 and Rules G-12, G-15, G-32 and G-36 of the Municipal Securities Rulemaking Board.
(o) Except as otherwise disclosed in the Preliminary Official Statement, the City is, and has always been, in material compliance with respect to all reporting obligations in the last five years that it has undertaken under Rule 15c2-12 for all indebtedness issued by the City. (p) Except as otherwise disclosed in the Preliminary Official Statement, the Formation Documents have not been amended, terminated, rescinded or modified. 10 4873-3456-8976v2/024667-0112
(q) The City shall not voluntarily undertake any course of ac tion inconsistent with satisfaction of the requirements applicable to the City as set forth in this Purchase Agreement. (r) The City shall cooperate with the Underwriter in the qualification of the Bonds for offering and sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Underwriter may designate.
(s) The City shall not knowingly take or omit to take any action that, under existing law, may adversely affect the exemption from state income taxation or the exclusion from gross income for federal income tax purposes of the interest on the Bonds.
4. Conditions to the Obligations of the Underwriter. The obligations of the Underwriter to accept delivery of and pay for the Bonds on the Closing Date shall be subject, at the option of the Underwriter, to the accuracy in all material respects of the representations and warr anties of the City contained herein, as of the date hereof and as of the Closing Date, to the accuracy in all material respects of the statements of the officers and other officials of the City made in any certificates or other documents furnished pursuant to the provisions hereof, to the performance by the City of its obligations to be performed hereunder at or prior to the Closing Date and to the following additional conditions:
(a) At the Closing Date, the Formation Documents and the District Documents shall be in full force and effect, and shall not have been amended, modified or supplemented, except as may have been agreed to in writing by the Underwriter, and there shall have been taken in connection therewith, with the issuance of the Bonds and with the t ransactions contemplated thereby and by this Purchase Agreement, all suc h actions as, in the opinion of Bond Counsel , and Stradling Yocca Carlson & Rauth, a Professional Corporation (“Stradling”), counsel to the Underwriter, shall be necessary and appropriate;
(b) The information contained in the Official Statement will, as of the Closing Date and as of the date of any supplement or amendment thereto pursuant to Section 3(g) hereof, be true and correct in all material respects and will not, as of the Closing Date or as of the date of any supplement or amendment thereto pursuant to Section 3(g) hereof, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (c) Between the date hereof and the Closing Date, the market price or marketability of the Bonds at the initial offering prices set forth in the Official Statement shall not have been materially adversely affected, in the judgment of the Underwriter (evidenced by a written notice to the City terminating the obligation of the Underwriter to accept delivery of and pay for the Bonds), by reason of any of the following:
(1) legislation introduced in or enacted (or resolution passed) by the Congress of the United States of America or recommended to the Congress by the President of the United States, the Department of the Treasury, the Internal Revenue Service, or any member of Congress, or favorably reported for passage to either House of Congress by any committee of such House to which such legislation had been referred for consideration or a decision rendered by a court established u nder Article III of the Constitution of the United States of America or by the Tax Court of the United States of America, or an order, ruling, regulation (final, temporary or 11 4873-3456-8976v2/024667-0112
proposed), press release or other form of notice issued or made by or on behalf o f the Treasury Department or the Internal Revenue Service of the United States of America, with the purpose or effect, directly or indirectly, of imposing federal income taxation upon the interest that would be received by the owners of the Bonds beyond the extent to which such interest is subject to taxation as of the date hereof; (2) legislation introduced in or enacted (or resolution passed) by the Congress of the United States of America, or an order, decree or injunction issued by any court of competent ju risdiction, or an order, ruling, regulation (final, temporary or proposed), press release or other form of notice issued or made by or on behalf of the Securities and Exchange Commission (the “ SEC”), or any other governmental agency having jurisdiction of the subject matter, to the effect that obligations of the general character of the Bonds, or the Bonds are not exempt from registration under or other requirements of the Securities Act of 1933, as amended, or that the Fiscal Agent Agreement is not exempt from qualification under or other requirements of the Trust Indenture Act of 1939, as amended, or that the issuance, offering or sale of obligations of the general character of the Bonds, or of the Bonds, as contemplated hereby or by the Official Statement or otherwise is or would be in violation of the federal securities laws, rules or regulations as amended and then in effect; (3) any amendment to the federal or California Constitution or action by any federal or California court, legislative body, regulatory body or other authority materially adversely affecting the tax status of the City or the District, their property, income or securities (or interest thereon), the validity or enforceability of the Special Tax as contemplated by the Formation Documents, th e District Documents or the Official Statement;
(4) any event occurring, or information becoming known, which, in the judgment of the Underwriter, makes untrue in any material respect any statement or information contained in the Preliminary Official Statement or the Official Statement, or results in the Preliminary Official Statement or the Official Statement containing any untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make the statement s therein, in light of the circumstances under which they were made, not misleading; (5) the declaration of war or the escalation of, or engagement in, military hostilities by the United States or the occurrence of any other national or international emergency or calamity relating to the effective operation of the government of, or the financial community in, the United States which, in the judgment of the Underwriter, makes it impracticable or inadvisable to proceed with the offering or the delivery of the Bonds on the terms and in the manner contemplated in the Preliminary Official Statement or the Official Statement;
(6) the declaration of a general banking moratorium by federal, State of New York or State of California authorities, or the general suspension of t rading on any national securities exchange or minimum or maximum prices for trading shall have been fixed and be in force, or maximum ranges for prices for securities shall have been required and be in force on the New York Stock Exchange or other national securities exchange, whether by virtue of determination by that exchange or 12 4873-3456-8976v2/024667-0112
by order of the S EC or any other governmental authority having jurisdiction that, in the Underwriter’s reasonable judgment, makes it impracticable for the Underwriter to market the Bonds or enforce contracts for the sale of the Bonds; (7) the imposition by the New York Stock Exchange or other national securities exchange, or any governmental authority, of any material restrictions not now in force with respect to the Bonds or obligatio ns of the general character of the Bonds or securities generally, or the material increase of any such restrictions now in force, including those relating to the extension of credit by, or the charge to the net capital requirements of, the Underwriter;
(8) the entry of an order by a court of competent jurisdiction which enjoins or restrains the City from issuing permits, licenses or entitlements within the District or which order, in the reasonable opinion of the Underwriter, otherwise materially and adversely affects proposed development of property within the District;
(9) a material disruption in securities settlement, payment or clearance services affecting the Bonds shall have occurred;
(10) there shall have been any material adverse change in the affairs of the City that in the Underwriter’s reasonable judgment will materially adversely affect the market for the Bonds or the ability of the Underwriter to enforce contracts for the sale of the Bonds;
(11) there shall be established any n ew restriction on transactions in securities materially affecting the free market for securities (including the imposition of any limitation on interest rates) or the extension of credit by, or a change to the net capital requirements of, underwriters esta blished by the New York Stock Exchange, the SEC, any other federal or State agency or the Congress of the United States, or by Executive Order;
(12) a stop order, release, regulation, or no -action letter by or on behalf of the SEC or any other governmental agency having jurisdiction of the subject matter shall have been issued or made to the effect that the issuance, offering, or sale of the Bonds, including all the underlying obligations as contemplated hereby or by the Official Statement, or any document r elating to the issuance, offering or sale of the Bonds is or would be in violation of any provision of the federal securities laws at the Closing Date, including the Securities Act, the Exchange Act, and the Trust Indenture Act of 1939, as amended; or
(13) filing of or threat of litigation of the type described in Section 2(i) hereof.
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(d) On the Closing Date, the Underwriter shall have received counterpart originals or certified copies of the following documents, in each case satisfactory in form and substance to the Underwriter:
(1) The Formation Documents and the District Documents, together with a certificate dated as of the Closing Date of the City Clerk of the City to the effect that each Formation Document is a true, correct and complete copy of the one duly adopted by the City Council;
(2) The Official Statement;
(3) An approving opinion for the Bonds, dated the Closing Date and addressed to the City, of Bond Counsel , in the form attached to the Preliminary Official Statement as Appendix D, and an unqualified letter of suc h counsel, dated the Closing Date and addressed to the Underwriter, to the effect that such approving opinion addressed to the City may be relied upon by the Underwriter to the same extent as if such opinion was addressed to it;
(4) A supplemental opinion, dat ed the Closing Date and addressed to the Underwriter, of Bond Counsel, to the effect that (i) this Purchase Agreement and the City Disclosure Certificate have been duly authorized, executed and delivered by the City, and, assuming such agreements constitute a valid and binding obligation of the other respective parties thereto, constitute the legally valid and binding agreements of the City for the District enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, moratorium, insolvency or other laws affecting creditor’s rights or remedies and may be subject to general principles of equity (regardless of whether such enforceability is considered in equity or at law); (ii) the Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Fiscal Agent Agreement is exempt from qualification under the Trust Indenture Act of 1939, as amended; and (iii) the information contained in t he Official Statement on the cover and under the captions “INTRODUCTION,” “THE BONDS” (other than information relating to DTC and its Book-Entry Only System), “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS,” “ TAX MATTERS ” and Appendi ces D and F thereof is accurate, insofar as such information purports to summarize or replicate certain provisions of the Law, the Bonds and the Fiscal Agent Agreement and the exclusion from gross income for federal income tax purposes and exemption from State of California personal income taxes of interest on the Bonds;
(5) An opinion, dated the Closing Date and addressed to the Underwriter, of Stradling, as counsel for the Underwriter, in form and substance acceptable to the Underwriter;
(6) A certificate or certificates, dated the Closing Date and signed by an authorized officer of the City, ratifying the use and distribution by the Underwriter of the Preliminary Official Statement and the Official Statement in connection with the offering an d sale of the Bonds; and certifying that (i) the representations and warranties of the City contained in Section 3 hereof are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the 14 4873-3456-8976v2/024667-0112
Closing Date; (ii) to the best of his or her knowledge, no event has occurred since the date of the Official Statement affecting the matters contained therein which should be disclosed in the Official Statement for the purposes for which it is to be used in order to make the statements and information contained in the Official Statement not misleading in any material respect, and the Bonds, the Formation Documents and the District Documents conform as to form and tenor to the descriptions thereof contained in the Official Sta tement; and (iii) the City has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied under the Formation Documents, the District Documents and the Official Statement at or prior to the Closing Date;
(7) An opinion, dated the Closing Date and addressed to the Underwriter, of the City Attorney , to the effect that (i) to its current actual knowledge and except as disclosed in the Official Statement, no action, suit, proceeding, inquiry or investigation, at law o r in equity, before or by any court, regulatory agency, public board or body is pending with respect to which the City has been served with process or is known to such counsel to be threatened, as to which the City is or would be a party, which would materially adversely affect the ability of the City or the District to perform their obligations under the Bonds, the Formation Documents or the District Documents, or which seeks to restrain or enjoin the issuance, sale and delivery of the Bonds or exclusion f rom gross income for federal income tax purposes or State of California personal income taxes of interest on the Bonds, or the application of the proceeds thereof in accordance with the Fiscal Agent Agreement, or the collection or application of the Specia l Tax to pay the principal of and interest on the Bonds, or which in any way contests or affects the validity or enforceability of the Bonds, the Formation Documents or the District Documents or the accuracy of the Official Statement, or any action of the City contemplated by any of said documents or the development of property within the District ; (ii) the City is duly organized and validly existing as a public entity under the laws of the State of California and the District is duly organized and validly existing as a community facilities district under the laws of the State of California, and the City has full legal right, power and authority to issue the Bonds and to perform all of its obligations under the Formation Documents and the District Documents; (iii) the City has obtained all approvals, consents, authorizations, elections and orders of or filings or registrations with any State governmental authority, board, agency or commission having jurisdiction which constitute a condition precedent to the l evy of the Special Tax, the issuance of the Bonds or the performance by the City of its obligations thereunder or under the Fiscal Agent Agreement, except that no opinion need be expressed regarding compliance with blue sky or other securities laws or regu lations, whatsoever; (iv) the City Council has duly and validly adopted the Formation Documents at meetings of the City Council which were called and held pursuant to law and with all public notice required by law and at which a quorum was present and acti ng throughout, and the Formation Documents are now in full force and effect and have not been amended; and (v) the City has duly authorized, executed and delivered the District Documents and the Bonds and has duly authorized the preparation and delivery of the Official Statement;
(8) One or more certificates dated the Closing Date from Willdan Financial Services (the “ Special Tax Consultant ”) addressed to the City and the 15 4873-3456-8976v2/024667-0112
Underwriter to the effect that (i) the amount of the Special Taxes that could be levied in each Fiscal Year on all Parcels (as defined in the Rate and Method of Apportionment of Special Tax for the District) of Taxable Property in the District less Administrative Expenses (as defined in the Rate and Method of Apportionment of Special Tax for the District) of 1%, is at least one hundred ten percent (110%) of the total Annual Debt Service for each such Bond Year that begins in such Fiscal Year on the Bonds, and (ii) all information supplied by the Special Tax Consultant for use in the Official Statement is true and correct as of the date of the Official Statement and as of the Closing Date;
(9) A certificate of the City dated the Closing Date, in a form acceptable to Bond Counsel, to the effect that the Bonds are not arbitrage bonds within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended; (10) A certificate of the Fiscal Agent and an opinion of c ounsel to the Fiscal Agent dated the Closing Date and addressed to the City and the Underwriter to the effect that the Fiscal Agent has authorized the execution and delivery of the Fiscal Agent Agreement and that the Fiscal Agent Agreement is a valid and binding obligation of the Fiscal Agent enforceable in accordance with its terms; (11) A Certificate o f Solaire Community Builders , LLC, a California limited liability company (the “Master Developer”) dated the date of the Preliminary Official Statement, substantially in the form attached as Exhibit D hereto (the “Master Developer Certificate”) or as such certificate may be modified with the approval of the Underwriter and Stradling, and a closing c ertificate of the Master Developer dated the Closing Date, to the effect that the representations in the Master Developer Certificate are true and correct as of the Closing Date (except that all references to the Preliminary Official Statement in the Master Developer Certificate shall be deemed references to the final Official Statement); (12) An opinion letter or letters from counsel to the Master Developer , dated the Closing Date and addressed to the City and the Underwriter in substantially the form attached hereto as Exhibit E;
(13) A Certificate of each of Taylor Morrison of California, LLC (“Taylor Morrison”), Beazer Homes Holdings, LLC (“Beazer Homes ”), K. Hovnanian Homes Northern California, Inc. (“K. Hovnanian”) and Tri Pointe Homes Holdings, Inc. (“ Tri Pointe Homes ”, each a “ Merchant Builder ” and collectively the “Merchant Builders”), substantially in the form attached hereto as Exhibit F, Exhibit G, Exhibit H and Exhibit I, respectively (each a “Merchant Builder Certificate” and collectively the “ Merchant Builder Certificates ”), or as such certificate s may be modified with the approval of the Underwriter and Stradling, and a closing certificate of each Merchant Builder dated the Closing Date, to the effect that the representations in the respective Merchant Builder Certificate are true and correct as of the Closing Date (except that all references to the Preliminary Official Statement in the respective Merchant Builder Certificate shall be deemed references to the final Official Statement);
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(14) Separate continuing disclosure certificate s executed by each of the Master Developer , Taylor Morrison and Tri Pointe Homes in the form attached in Appendix E to the Preliminary Official Statement ( each a “ Developer Continuing Disclosure Certificate” and collectively the “ Developer Continuing Disclosure Certificates”);
(15) An opinion letter or letters from counsel to Taylor Morris on dated the Closing Date and addressed to the City and the Underwriter, in form and substance acceptable to the Underwriter, to the effect that:
(A) Taylor Morrison is a limited liability company validly existing and in good standing as a corporation under th e laws of the State of California;
(B) Taylor Morrison has the corporate power to execute, deliver and perform its obligations under the Developer Continuing Disclosure Certificate (as defined below) executed by Taylor Morrison;
(C) The Developer Continuing Disclosure Certificate executed by Taylor Morrison has been duly authorized, executed and delivered by Taylor Morrison, and constitutes the valid and binding obligation of Taylor Morrison, enforceable against Taylor Morrison in accordance with its terms, s ubject to the qualifications set forth below; and
(D) without having undertaken to determine independently the accuracy or completeness of the statements contained in the Official Statement and without passing upon or assuming responsibility for the accuracy, completeness or fairness of such statements, no information has come to the attention during the course of their representation of Taylor Morrison which causes them to believe that the statements contained in the Official Statement under the captions entit led “MERCHANT BUILDER DEVELOPMENT —Taylor Morrison,” “OWNERSHIP OF PROPERTY WITHIN THE DISTRICT —Taylor Morrison,” “CONTINUING DISCLOSURE—Master Developer and Merchant Builders” solely as such information describes Taylor Morrison , Taylor Morrison ’s organiza tion, Taylor Morrison’s property within the District , and Taylor Morrison ’s development and financing plans regarding Taylor Morrison’s property within the District , as of the date of the Official Statement contained, or as of Closing Date contains, any un true statement of a material fact or as of the date of the Official Statement omitted, or as of the Closing Date omits, to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (except that no opinion or belief need to be expressed as to any information which is attributable to a source other than Taylor Morrison, contained in the Official Statement);
(16) An opinion letter or letters from counsel to Tri Pointe Homes dated the Closing Date and addressed to the City and the Underwriter, in form and substance acceptable to the Underwriter, to the effect that:
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(A) Tri Pointe Homes is a corporation validly existing and in good standing under the laws of the State of California;
(B) Tri Pointe Homes has the corporate power to execute, deliver and perform its obligations under the Developer Continuing Disclosure Certificate (as defined below) executed by Tri Pointe Homes;
(C) The Developer Continuing Disclosure Certificate executed by Tri Pointe Homes has been duly authorized, executed and delivered by Tri Pointe Homes, and constitutes the valid and binding obligation of Tri Pointe Homes , enforceable against Tri Pointe Homes in accordance with its terms, subject to the qualifications set forth below; and
(D) without having undertaken to determine independently the accuracy or completeness of the statements contained in the Official Statement and without passing upo n or assuming responsibility for the accuracy, completeness or fairness of such statements, no information has come to its attention during the course of its representation of Tri Pointe Homes which causes it to believe that the statements contained in the Official Statement under the captions entitled “MERCHANT BUILDER DEVELOPMENT —Tri Pointe Homes,” “OWNERSHIP OF PROPERTY WITHIN THE DISTRICT —Tri Pointe Homes ,” “CONTINUING DISCLOSURE—Master Developer and Merchant Builders—Tri Pointe Homes Prior Compliance,” solely as such information describes Tri Pointe Homes , Tri Pointe Homes’ organization, Tri Pointe Homes’ property within the District , and Tri Pointe Homes’ development and financing plans regarding Tri Pointe Homes ’ property within the District, as of the date of the Official Statement contained, or as of Closing Date contain, any untrue statement of a material fact or as of the date of the Official Statement omitted, or as of the Closing Date omit, to state a material fact required to be stated therein o r necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (except that no opinion or belief need to be expressed as to any information which is attributable to a source other than Tri Pointe Homes, contained in the Official Statement); (17) G-17 letter from the Underwriter acknowledged by the City; (18) A letter of Jones Hall, A Professional Law Corporation, as disclosure counsel to the City (“Disclosure Counsel ”), addressed to the Underwriter and the City, to the effect that nothing has come to such counsel’s attention that would lead them to believe that the Preliminary Official Statement, as of its date, and the Official Statement, as of its date and as of the Closing Date (but excluding therefrom the appendices thereto, financial statements and statistical data, and information regarding The Depository Trust Company and its book -entry system, as to which no opinion need be expressed), contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(19) A certificate from Integra Realty Resources (the “ Appraiser”) consenting to the inclusion of their appraisal report (the “ Appraisal”) in the 18 4873-3456-8976v2/024667-0112
Preliminary Official Statement and the f inal Official Statement and certifying that (i) the information in the Official Statement relating to the Appraisal does not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they we re made, not misleading and (ii) since the date of the Appraisal they are not aware of any facts that would materially affect the conclusions of value set forth therein; (20) A certificate of the City to the effect that the requirements of Section
5.17 of the Fiscal Agent Agreement, permitting the issuance of the Bonds as Additional Bonds thereunder, have been satisfied; and
(21) Such additional legal opinions, certificates, instruments and other documents as the Underwriter may reasonably request to evidence the tr uth and accuracy, as of the date hereof and as of the Closing Date, of the statements and information contained in the Preliminary Official Statement and the Official Statement, of the City’s representations and warranties contained herein and the due performance or satisfaction by the City at or prior to the Closing of all agreements then to be performed and all conditions then to be satisfied by the City and the District in connection with the transactions contemplated hereb y and by the Official Statement.
If the City shall be unable to satisfy the conditions to the obligations of the Underwriter to purchase, accept delivery of and pay for the Bonds contained in this Purchase Agreement, or if the obligations of the Underwriter to purchase, accept delivery of and pay for the Bonds shall be terminated for any reason permitted by this Purchase Agreement, this Purchase Agreement shall terminate and neither the Underwriter nor the City shall be under any further obligation hereunder, except that the respective obligations of the City and the Underwriter set forth in Section 5, Section 6 and Section 8 hereof shall continue in full force and effect.
5. Conditions of the City’s Obligations. The City’s obligations hereunder are subject to the Underwriter’s performance of its obligations hereunder, and are also subject to the following conditions:
(a) As of the Closing Date, no litigation shall be pending or, to the knowledge of the duly authorized officer of the City executing the certificate referred to in Section 4(d)(6) hereof, threatened, to restrain or enjoin the issuance or sale of the Bonds or in any way affecting any authority for or the validity of the Bonds, the Formation Documents, the District Documents or the existence or powers of the City or the District; and
(b) As of the Closing Date, the City shall receive the approving opinion of Bond Counsel referred to in Section 4(d)(3) hereof, dated as of the Closing Date.
6. Expenses. Whether or not the Bonds are delivered to the Underwriter as set forth herein:
(a) The Underwriter shall be under no obligation to pay, and the City shall pay or cause to be paid (out of any legally available funds of the District) all expenses incident to the performance of the City’s obligations hereunder, including, but not limited to, the c ost of printing, engraving and delivering the Bonds to the Underwriter, the cost of preparation, printing, distribution 19 4873-3456-8976v2/024667-0112
and delivery of the Fiscal Agent Agreement, the Preliminary Official Statement, the Official Statement and all other agreements and docu ments contemplated hereby (and drafts of any thereof) in such reasonable quantities as requested by the Underwriter; and the fees and disbursements of the Municipal Advisor, the Special Tax Consultant, the Fiscal Agent, Bond Counsel, Disclosure Counsel and any accountants, engineers or any other experts or consultants the City has retained in connection with the Bonds; and
(b) The City shall be under no obligation to pay, and the Underwriter shall pay, any fees of the California Debt and Investment Advisory Commission, the cost of preparation of any “blue sky” or legal investment memoranda and this Purchase Agreement; expenses to qualify the Bonds for sale under any “blue sky” or other state s ecurities laws; and all other expenses incurred by the Underwriter in connection with its public offering and distribution of the Bonds (except those specifically enumerated in paragraph (a) of this section), including the fees and disbursements of its counsel and any advertising expenses.
7. Notices. Any notice or other communication to be given to the City under this Purchase Agreement may be given by delivering the same in writing to the City at 311 Vernon Street, Roseville, California 95678, Attention: City Manager; and any notice or other communication to be given to the Underwriter under this Purchase Agreement may be given by delivering the same in writing to Piper Sandler & Co., 3626 Fair Oaks Blvd., Suite 100, Sacramento, California 95864 , Attention: Dennis McGuire.
8. Parties in Interest . This Purchase Agreement is made solely for the benefit of the City, the District and the Underwriter (including their successors or assigns), and no other person shall acquire or have any right hereunder or by virtue hereof.
9. Survival of Representations and Warranties . The representations and warranties of the City set forth in or made pursuant to this Purchase Agreement shall not be deemed to have been discharged, satisfied or otherwise rendered void by reason of the Closing or termination of this Purchase Agreement and regardless of any investigations made by or on behalf of the Underwriter (or statements as to the results of such investigations) concerning such representations and statements of the City and regardless of delivery of and payment for the Bonds.
10. Effective. This Purchase Agreement shall become effective and binding upon the respective parties hereto upon the execution of the acceptance hereof by the City and shall be valid and enforceable as of the time of such acceptance.
11. No Prior Agreements . This Purchase Agreement supersedes and replaces all prior negotiations, agreements and understandings between the parties hereto in relation to the sale of Bonds for the City.
12. Governing Law. This Purchase Agreement shall be governed by the laws of the State applicable to contracts made and performed in the State.
[SIGNATURES ON FOLLOWING PAGE.]
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13. Counterparts. This Purchase Agreement may be executed simultaneously in several counterparts, each of which shall be an original and all of which shall constitute one and the same instrument.
Very truly yours,
PIPER SANDLER & CO., as Underwriter
By:
Authorized Officer
ACCEPTED:
CITY OF ROSEVILLE, CALIFORNIA , for and
on behalf of the City’s SVSP Westpark -Federico
Community Facilities District No. 1 (Public
Facilities)
By:
Assistant City Manager/Chief Financial
Officer
Time: ____p.m.
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EXHIBIT A
MATURITY SCHEDULE
CITY OF ROSEVILLE
SVSP WESTPARK-FEDERICO COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES)
SPECIAL TAX BONDS
SERIES 2022
Maturity Date
(September 1)
Principal
Amount Interest Rate Yield Price
10% Test
Used
Hold the
Offering Price
Used
C Priced to the optional call date of _____ 1, 20__ at _____%.
T Term Bond.
The purchase price of the Bonds shall be $__________, which is the principal amount thereof ($_________) [plus/less] [net] original issue [premium/discount] of $__________ and less Underwriter’s discount of $__________.
Optional Redemption . The Bonds are subject to optional redemption from any source of available funds (other than Prepayments of the Special Tax by property owners), in whole or in part among maturities as specified by the City and by lot within a maturity, on any date on and a fter September 1, 20 __ at the following respective redemption prices (expressed as percentages of the principal amount of the Bonds to be redeemed), plus accrued interest thereon to the date of redemption:
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Redemption Dates
Redemption
Price
September 1, 20__ through August 31, 20__ 103%
September 1, 20__ through August 31, 20__ 102
September 1, 20__ through August 31, 20__ 101
September 1, 20__ and any date thereafter 100
Mandatory Redemption from Prepayments. The Bonds are subject to mandatory redemption from Prepayments of the Special Tax by property owners, in whole or in part among maturities as specified by the City and by lot within a maturity, on any Interest Payment Date at the following respective red emption prices (expressed as percentages of the principal amount of the Bonds to be redeemed), plus accrued interest thereon to the date of redemption:
Redemption Dates Redemption Price
_____ 1, 20__ through and including March 1, 20__ 103%
September 1, 20__ and March 1, 20__ 102
September 1, 20__ and March 1, 20__ 101
September 1, 20__ and any Interest Payment Date thereafter 100
Mandatory Sinking Fund Redemption . The Term Bonds maturing September 1, 20__, and September 1, 20__ are subject to mandatory sinking payment redemption in part on September 1, 20__ and September 1, 20__, respectively, and on each September 1 thereafter to maturity, by lot, at a redemption price equal to 100% of the principal amount thereof to be redeemed , without premium, in the aggregate respective principal amounts as set forth in the following tables:
Term Bonds Maturing September 1, 20__
Sinking Fund
Redemption Date
(September 1)
Sinking Fund Payment
Term Bonds Maturing September 1, 20__
Sinking Fund
Redemption Date
(September 1)
Sinking Fund Payment
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The amounts in the foregoing tables will be reduced pro rata, in order to maintain substantially uniform debt service, as a result of any prior partial optional redemption or mandatory redemption of the Bonds.
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EXHIBIT B
CITY OF ROSEVILLE
SVSP WESTPARK-FEDERICO COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES)
SPECIAL TAX BONDS
SERIES 2022
RULE 15c2-12 CERTIFICATE
The undersigned hereby certifies and represents that he is the Assistant City Manager/ Chief Financial Officer of the City of Roseville, California (the “ City”), and, as such, is duly authorized to execute and deliver this certificate and further hereby certifies that:
(1) this certificate is being delivered in connection with the sale and issuance of the City of Roseville SVSP Westpark-Federico Community Facilities District No. 1 (Public Facilities) Special Tax Bonds, Series 2022 (the “Bonds”) in order to enable the underwriter of the Bonds to comply with Rule 15c2-12 promulgated under the Securities Exchange Act of 1934, as amended (the “Rule”);
(2) in connection with the sale an d issuance of the Bonds, there has been prepared a Preliminary Official Statement dated _____, 2022 setting forth information concerning the Bonds and the City of Roseville SVSP Westpark -Federico Community Facilities District No. 1 (Public Facilities) (the “Preliminary Official Statement”); and (3) except for the Permitted Omissions, the Preliminary Official Statement is deemed final within the meaning of the Rule. As used herein, the term “Permitted Omissions” refers to the offering price(s), interest rat es(s), selling compensation, aggregate principal amount, principal amount per maturity, delivery dates, ratings and other terms of the Bonds depending on such matters, all as set forth in the Rule.
IN WITNESS WHEREOF, I have hereunto set my hand as of _____, 2022.
CITY OF ROSEVILLE, CALIFORNIA
By:
Its: Assistant City Manager/Chief Financial Officer
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EXHIBIT C
FORM OF ISSUE PRICE CERTIFICATE
CITY OF ROSEVILLE
SVSP WESTPARK-FEDERICO COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES)
SPECIAL TAX BONDS
SERIES 2022
The undersigned, on behalf of Piper Sandler & Co. (“Piper”) h ereby certifies as set forth below with respect to the sale and issuance of the above-captioned bonds (the “Bonds”).
1. Sale of the General Rule Maturities . As of the date of this certificate, for each Maturity of the General Rule Maturities, the first price at which at least 10% of such Maturity was sold to the Public is the respective price listed in Schedule A.
2. Initial Offering Price of the Hold-the-Offering-Price Maturities. (a) Piper offered the Hold -the-Offering-Price Maturities to the Public for purchase at the respective initial offering prices listed in Schedule A (the “Initial Offering Prices”) on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule B.
(b) As set forth in the Bond Purchase Agreement, dated April 20, 2021, by and between Piper and the Issuer, Piper has agreed in writing that, (i) for each Maturity of the Hold -the- Offering-Price Maturities, it would neither offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the “hold -the-offering-price rule”), and (ii) any selling group agreement shall contain the agreement of ea ch dealer who is a member of the selling group, and any retail distribution agreement shall contain the agreement of each broker -dealer who is a party to the retail distribution agreement, to comply with the hold -the-offering-price rule. Pursuant to such agreement, no Underwriter (as defined below) has offered or sold any Maturity of the Hold -the-Offering-Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period.
3. Reserve Fund.
The deposit to the Reserve Fund to increase the amount therein to the Reserve Requirement (as such terms are defined in the Fiscal Agent Agreement dated as of November 1, 2019, as supplemented by the Supplemental Agreement No. 1 to Fiscal Agent Agreement, dated as of May 1, 2021, and the Supplemental Agreement No. 2 to Fiscal Agent agreement, dated as of _____ 1, 2022 each by and between the City and The Bank of New York Mellon Trust Company, N.A., as fiscal agent, pursuant to which the Bonds are being issued) following the issuance of the Bonds was vital to the marketing of the Bonds and reasonably required to assure payment of debt service on the Bonds.
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4. Defined Terms.
(a) General Rule Maturities means those Maturities of t he Bonds listed in Schedule A hereto as the “General Rule Maturities.”
(b) Hold-the-Offering-Price Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “Hold-the-Offering-Price Maturities.” (c) Holding Period means, with respec t to a Hold -the-Offering-Price Maturity, the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date (_____, 2022), or (ii) the date on which Piper has sold at least 10% of such Hold - the-Offering-Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold-the-Offering-Price Maturity.
(d) Issuer means the City of Roseville.
(e) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate Maturities.
(f) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter.
The term “related party” for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (g) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is _____, 2022. (h) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or wi th the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public).
The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents Piper’s interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereund er.
The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in a Certificate as to Arbitrage and Tax Compliance Procedures for the Bonds and with respect to comp liance with the federal income tax rules affecting the Bonds, and by Jones Hall, A Professional Law Corporation in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038 -G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds.
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PIPER SANDLER & CO.
By:
Name:
Dated: _____, 2022
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SCHEDULE A
SALE PRICES OF THE GENERAL RULE MATURITIES AND INITIAL OFFERING
PRICES OF THE HOLD-THE-OFFERING-PRICE MATURITIES
(Attached)
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SCHEDULE B
PRICING WIRE OR EQUIVALENT COMMUNICATION
(Attached)
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EXHIBIT D
CITY OF ROSEVILLE
SVSP WESTPARK-FEDERICO COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES)
SPECIAL TAX BONDS
SERIES 2022
CERTIFICATE OF SOLAIRE COMMUNITY BUILDERS, LLC
In connection with the issuance and sale of the above -captioned bonds (the “Bonds”), and pursuant to Section 4(d)(11) of the Bond Purchase Agreement (the “Bond Purchase Agreement”) to be executed by and betw een City of Roseville, California (the “City”), for and on behalf of the City of Roseville SVSP Westpark -Federico Community Facilities District No. 1 (Public Facilities) (the “District”), and Piper Sandler & Co. (the “Underwriter”), Solaire Community Build ers, LLC, a California limited liability company (the “Master Developer”), hereby represents, warrants and covenants to the City, the District and the Underwriter as of the date hereof that:
1. The Master Developer is duly organized and validly existing un der the laws of the State of California and has all requisite limited liability company right, power and authority to: (i) execute and deliver this Certificate and the Master Developer Continuing Disclosure Certificate; and (ii) undertake all of the transactions on its part described in the Preliminary Official Statement.
2. As set forth in the Preliminary Official Statement, a portion of the property within the District is held in the name of the Master Developer (herein, the “Property”). The undersigned, on behalf of the Master Developer, makes the representations herein with respect to all such Property.
3. The Master Developer has, or will have prior to the Closing, duly authorized the execution and delivery of the Master Developer Continuing Disclosure Cert ificate at the Closing and the performance by the Master Developer of its obligations thereunder.
4. Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge of the Undersigned, 1 (a) the Master Developer and its Affiliates 2, are no t in breach of or in default
1 As used in this Certificate, the phrase “Actual Knowledge of the Undersigned” shall mean s the actual (as opposed to constructive) knowledge that the undersigned currently has or has obtained through (i) interviews with such current officers and responsible employees of th e Master Developer as the undersigned has reasonably determined are likely, in the ordinary course of their respective duties, to have knowledge of the matters set forth in this Certificate including the chief financial officer of the Master Developer or, if the Master Developer does not have a chief financial officer, the person who performs the functions usually associated with such officer (unless the undersigned is the chief financial officer or such person), and (ii) reviews of documents reasonably available to the undersigned and which the undersigned reasonably deemed necessary for the undersigned to execute this Certificate. The undersigned has not conducted any extraordinary inspection or inquiry other than such inspections or inquiries as are prude nt and customary in connection with the ordinary course of the Master Developer’s current business and operations. The undersigned has not contacted any individuals who are no longer employed by, or associated with, the Master Developer.
2 “Affiliate” means any Person directly (or indirectly through one or more intermediaries) that exercises managerial control over the Master Developer or that is under managerial control of the Master Developer, and about whom information could be material to potential investors in their investment decision regarding the Bonds. “Person” means an individual, a corporation, a partnership, a limited liability company, an association, a joint stock company, a trust, any unincorporated organization or a government or political subdivision thereof.
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under any applicable judgment or decree or any loan agreement, option agreement, development agreement, indenture, bond or note (collectively, the “Material Agreements”) to which the Master Developer or its Affiliates are a par ty or otherwise subject, which breach or default could reasonably be expected to materially and adversely affect the Master Developer’s ability to complete the development of the Property as proposed in the Preliminary Official Statement or to pay the Spec ial Taxes due with respect to the Property (to the extent the responsibility of the Master Developer) prior to delinquency and (b) no event has occurred and is continuing that with the passage of time or giving of notice, or both, would constitute such a breach or default.
5. Except as described in the Preliminary Official Statement, there is no material indebtedness of the Master Developer or its Affiliates that is secured by an interest in the Property.
To the Actual Knowledge of the Undersigned, neither th e Master Developer nor any of its Affiliates is in default on any obligation to repay borrowed money, which default is reasonably likely to materially and adversely affect the Master Developer’s ability to complete the development of the Property as propos ed in the Preliminary Official Statement or to pay the Special Taxes due with respect to the Property (to the extent the responsibility of the Master Developer) prior to delinquency.
6. Except as set forth in the Preliminary Official Statement, no action, sui t, proceeding, inquiry or investigation at law or in equity, before or by any court, regulatory agency, public board or body is pending against the Master Developer (with proper service of process or proper notice to the Master Developer having been accomp lished) or, to the Actual Knowledge of the Undersigned, is pending against any Affiliate of the Master Developer (with proper service of process to such Affiliate having been accomplished) or to the Actual Knowledge of the Undersigned is overtly threatened in writing against the Master Developer or any such Affiliate which, if successful, is reasonably likely to materially and adversely affect the Master Developer’s ability to complete the development of the Property as described in the Preliminary Official Statement or to pay the Special Tax (to the extent the responsibility of the Master Developer) prior to delinquency.
7. As of the date thereof, to the Actual Knowledge of the Undersigned, the Preliminary Official Statement, solely with respect to information contained therein with respect to the Master Developer, its Affiliates, ownership of the Property, the Master Developer’s development plan, the Master Developer’s financing plan, the Master Developer’s lenders, if any, and contractual arrangements of the Master Developer or any Affiliate of the Master Developer (including, if material to the Master Developer’s development plan or the Master Developer’s financing plan, other loans of such Affiliates) as set forth under the captions “THE DISTRICT,” “OWNERSHI P OF PROPERTY WITHIN THE DISTRICT,” “THE IMPROVEMENTS ,” “SPECIAL RISK FACTORS—Property Values and Property Development —Endangered and Threatened Species ” (excluding therefrom, in each case, information which is identified as having been provided by a source other than the Master Developer), is true and correct in all material respects and did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
8. The Master Developer covenants that, while the Bonds or any refunding obligations related thereto are outstanding, the Master Developer and its Affiliates which it controls will not bring any action, suit, proceeding, inquiry or investigation, at law or in equity, before any court, regulatory agency, public board or body that in any way seeks to challenge or overturn the formation of the District, to challenge the adoption of the ordinance of the City levying Special Ta xes within the District, to invalidate the District or any of the Bonds or any refunding bonds related thereto, or to invalidate the special tax liens imposed under Section 3115.5 of the Streets and Highways Code D-3
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based on recordation of the amended notice of special tax lien relating thereto. The foregoing covenant shall not prevent the Master Developer in any way from bringing any other action, suit or proceeding including, without limitation, (a) an action or suit contending that the Special Tax has not been levied in accordance with the methodologies contained in the District’s Rate and Method of Apportionment of Special Taxes pursuant to which the Special Taxes are levied, (b) an action or suit with respect to the application or use of the Special Taxes levied and collected, (c) an action or suit to enforce the obligations of the City and/or the District under the Formation Documents, the District Documents, or any other agreements among the Master Developer, the City, and/or the District or to which the Master Developer is a beneficiary (including, but not limited to, the Fiscal Agent Agreement).
9. Except as disclosed in the Preliminary Official Statement or as a matter of public record (including, without limitation, liens for ad valorem tax obligations), to the Actual Knowledge of the Undersigned, no public debt secured by a tax or assessment on the Property exists or is in the process of being authorized that would include any portion of the Property.
10. To the Actual Knowledge of the Undersigned, the Master Developer has not been delinquent to any material extent in the payment of any ad valorem property tax, special assessment or special tax on property owned by the Master Developer during the period of its ownership included within the boundaries of a community facilities district or an assessment district within California within the last five (5) years that (a) caused a draw on a reserve fund relating to such assessment district or community facilities district financing or (b) resulted in a foreclosure action being commenced against the Master Developer.
11. The Master Developer intends to comply with the provision of the Mello -Roos Community Facilities District Act of 1982, as amended relating to the Noti ce of Special Tax described in Government Code Section 53341.5 in connection with the sale of the Property, or portions thereof.
12. To the Actual Knowledge of the Undersigned, the Master Developer is able to pay its bills as they become due and no legal proce edings are pending against the Master Developer (with proper service of process to the Master Developer having been accomplished) or, to the Actual Knowledge of the Undersigned, threatened in writing in which the Master Developer may be adjudicated as bank rupt or discharged from any and all of its debts or obligations, or granted an extension of time to pay its debts or obligations, or be allowed to reorganize or readjust its debts, or be subject to control or supervision of the Federal Deposit Insurance Corporation.
13. Based upon its current development plans, including, without limitation, its current budget, and subject to economic conditions and risks generally inherent in the development of real property, many of which are beyond the control of the Master Developer, and except as disclosed in the Preliminary Official Statement including in the sections entitled “ THE DISTRICT” and “OWNERSHIP OF PROPERTY WITHIN THE DISTRICT” the Master Developer currently expects that it will have sufficient funds and/or sources of funds to complete the development of the Property as described in the Preliminary Official Statement and to pay Special Taxes (to the extent the responsibility of the Master Developer) levied against the Property prior to delinquency. The Master Developer reserves the right to change its development plan and financing plan for the Property at any time without notice.
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14. Solely as to the limited information described in Paragraph 7 above, the Master Developer agrees to indemnify and hold harmless, to th e extent permitted by law, the City, the District, and their officials and employees, and each Person, if any (each, an “Indemnified Party” and together, the “Indemnified Parties”), who controls any of the foregoing within the meaning of Section 15 of the Securities Act of 1933, as amended, or of Section 20 of the Securities Exchange Act of 1934, as amended, against all claims, damages, or liabilities (collectively, “Claims”) incurred by an Indemnified Party under any statute or at law or in equity, to the extent that such Claims arise from an untrue statement by the Master Developer of a material fact contained in the information described in Paragraph 7, above, as of the date of the Preliminary Official Statement, or the omission by the Master Developer to state in the Preliminary Official Statement, as of its date, a material fact necessary to make the statements made by the Master Developer contained therein, in light of the circumstances under which they were made not misleading. This indemnity provisio n shall not be construed as a limitation on any other liability which the Master Developer may otherwise have to any Indemnified Party, provided that in no event shall the Master Developer be obligated for double indemnification. Further, in no event shal l the Master Developer’s liability under this indemnification provision extend to any claims, damages, liability, losses or cos ts arising out of or related to the negligence or willful misconduct of an Indemnified Party.
In the event that a covered Claim i s brought against any Indemnified Party, such Indemnified Party shall promptly notify the Master Developer in writing; provided that the failure to notify the Master Developer shall not relieve it from any liability that it may have hereunder except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Master Developer shall not relieve it from any liability that it may have to an Indemnified Party otherwise than under the above paragraph. If any proceeding shall be brought or asserted against an Indemnified Party upon a covered Claim, and it shall have notified the Master Developer thereof, the Master Developer shall retain couns el reasonably satisfactory to the Indemnified Party (who shall not, without the consent of the Indemnified Party, be counsel to the Master Developer) to represent the Indemnified Party in such proceeding regarding the covered Claim and shall pay the fees a nd expenses of such counsel solely with respect to such proceeding, as incurred. Any Indemnified Party shall have the right to retain its own counsel in such proceeding, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Master Developer and the Indemnified Party shall have mutually agreed to the contrary; (ii) the Master Developer has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Party; (iii) the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Master Developer; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Master Developer and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interest between them. It is understood and agreed that the Master Developer s hall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Parties, and that all such fees and expen ses, to the extent reasonable, shall be paid or reimbursed as they are incurred.
Any such separate firm shall be designated in writing by such Indemnified Parties. The Master Developer shall not be liable for any settlement of any proceeding effected wit hout its written consent. The Master Developer shall not, without the written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding upon a covered Claim in respect of which any Indemnified Party is a party, unless such settlement (x) includes an unconditional release of such Indemnified Party, in form and substance reasonably satisfactory to such Indemnified Party, from all liability on claims that are the subject matter of such proceeding and (y) does not include D-5
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any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party.
15. If, between the date hereof and the Closing Date any event relating to or affecting the Master Developer, its Affiliates, ownership of the Property, the Master Developer’s development plan, the Master Developer’s financing plan, the Master Developer’s lenders, if any, and contractual arrangements of the Master Developer or any Affiliate of the Master Developer (including, if material to the Master Developer’s development plan or the Master Developer’s financing plan, other loans of such Affiliates) shall occur of which the undersigned has Actual Knowledge and which the undersigned believes would cause the information under the sections of the Preliminary Official Statement indicated in Paragraph 8 hereof, to contain an untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made , not misleading, the undersigned shall notify the City and the Underwriter and if in the opinion of counsel to the City or the Underwriter, such event requires the preparation and publication of a supplement or amendment to the Preliminary Official Statem ent, the Master Developer shall reasonably cooperate with the City in the preparation of an amendment or supplement to the Preliminary Official Statement in form and substance reasonably satisfactory to counsel to the City and to the Underwriter.
16. For the period through 25 days after the “end of the underwriting period” as defined in the Bond Purchase Agreement, if any event relating to or affecting the Master Developer, its Affiliates, ownership of the Property, the Master Developer’s development plan, the Master Developer’s financing plan, The Master Developer’s lenders, if any, and contractual arrangements of the Master Developer or any Affiliates of the Master Developer (including, if material to The Master Developer’s development plan or the Master Devel oper’s financing plan, other loans of such Affiliates) shall occur as a result of which it is necessary, in the opinion of the Underwriter or counsel to the City, to amend or supplement the Official Statement in order to make the Official Statement not mis leading in the light of the circumstances existing at the time it is delivered to a purchaser, the Master Developer shall reasonably cooperate with the City and the Underwriter in the preparation of an amendment or supplement to the Official Statement in f orm and substance reasonably satisfactory to the Underwriter and Disclosure Counsel which will amend or supplement the Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in orde r to make the statements therein, in the light of the circumstances existing at the time the Official Statement is delivered to a purchaser, not misleading.
17. On behalf of the Master Developer, I have reviewed the contents of this Certificate and have met wi th counsel to the Master Developer for the purpose of discussing the meaning of its contents.
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Unless otherwise indicated, capitalized terms used herein and not defined have the meaning given to them in the Bond Purchase Agreement.
Dated: _____, 2022
SOLAIRE COMMUNITY BUILDERS, LLC, a
California limited liability company
By:
Name: __________________________________
Title: __________________________________
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EXHIBIT E
FORM OF OPINION OF COUNSEL TO THE MASTER DEVELOPER
_____, 2022
City of Roseville
Roseville, California
Piper Sandler & Co.
Sacramento, California
Re: CITY OF ROSEVILLE SVSP WESTPARK-FEDERICO COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES) SPECIAL TAX BONDS SERIES 2022
Ladies and Gentlemen:
We have acted as special counsel to Solaire Community Builders, LLC, a Cali fornia limited liability company (the "Master Developer") in connection with the development of certain property owned by the Master Developer (the "Property"), located within the boundaries of the City of Roseville SVSP Westpark -Federico Community Facilit ies District No. 1 (the “ Community Facilities District"), and in connection with the issuance by the Community Facilities District of the $__________ aggregate principal amount of Special Tax Bonds, Series 2022 (the "Bonds"). The Bonds are described in that certain Official Statement dated _____, 2022 (the "Official Statement").
The Bonds are being sold to Piper Sandler & Co., as underwriter (the "Underwriter"), pursuant to that certain Bond Purchase Agreement, dated _____, 2022 (the "Bond Purchase Agreem ent"), by and between the Underwriter and the City of Roseville (the "City"). This letter is provided for the benefit of the City and the Underwriter pursuant to Section 4(d)(13) of the Bond Purchase Agreement.
We advise you that we are not general counsel to the Master Developer and do not represent the Master Developer on a continuing basis. Rather, we represent the Master Developer as requested from time to time on specific matters.
In rendering the opinions hereinafter expressed, we have reviewed and examined the following documents:
A. The Bond Purchase Agreement;
B. The Continuing Disclosure Certificate, dated _____, 2022, executed by the Master Developer (the "Disclosure Certificate");
C. Copies of (i) The Certificate of Status for the Master Developer issued by the California Secretary of State on _____________, and (ii) the Entity Status Letter for the Master Developer issued by the California Franchise Tax Board on ____________(collectively, the "Master Developer Good Standing Certificates");
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D. Copies of: (i) the Articles of Organization of the Master Developer, originally dated _______________, and all amendments thereto; and (ii) the Operating Agreement of the Master Developer, adopted _________________ (collectively, the "Master Developer Organizational Documents");
E. The Reliance Certificate of Master Developer set forth in Exhibit "A" attached hereto, dated the date hereof, and executed by an authorized representative of the Master Developer (the "Certificate of the Master Developer");
F. Certificate of Master Developer, dated _____, 2022 , delivered by the Master Developer pursuant to the Bond Purchase Agreement (the "POS Certificate");
G. The Closing Certificate of Master Developer, dated the date hereof, delivered by the Master Developer purs uant to the Bond Purchase Agreement (the "Master Developer's Closing Certificate"); and
H. The certificates of public officials and other persons required under the Bond Purchase Agreement, including the Certificate of the Master Developer, the POS Certifica te, and the Master Developer's Closing Certificate (collectively, the "Certificates"), and such other documents as we deemed relevant for the purposes of this letter.
In conducting our examination, we have assumed, without investigation: (i) the genuinene ss of all signatures, the authenticity and completeness of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals from whic h such copies were made; (ii) the accuracy of the representations and warranties of the factual matters made by the Master Developer in the Disclosure Certificate and the Certificates, and the accuracy of the factual matters set forth in the Certificates, documents, and any other certificates and opinions delivered by any party in connection with this transaction; (iii) the legal capacity of all natural persons; (iv) as to the documents executed by parties other than the Master Developer (the "Other Parties"), the Other Parties' power to enter into and perform the obligations under such documents, and that such documents have been duly authorized, executed, and delivered by, and are legally valid and binding upon, and enforceable against, the Other Parties i n accordance with their terms, and that the Other Parties will seek to enforce their respective rights under such documents only in good faith in commercially reasonable circumstances, and in a commercially reasonable manner; (v) that there are no oral or written terms or conditions (other than as expressed in the Disclosure Certificate) agreed to by the Master Developer and the Other Parties or by the Other Parties and any other party that would expand or modify the respective rights and obligations of the Master Developer or the Other Parties to the Disclosure Certificate (if any) or that would have an effect on the opinions rendered herein; and (vi) that the Other Parties are not subject to any statute, rule, or regulation, or to any impediment to which c ontracting parties are generally not subject, that requires any of the Other Parties (if any) to obtain the consent of, or to make a declaration or filing with, any governmental authority in connection with the execution and delivery of the Disclosure Certificate.
We have assumed (i) that the Master Developer has not dissolved or taken any action looking toward its dissolution, (ii) that no other event, whether voluntary or involuntary, has occurred that has caused the dissolution of the Master Developer, and (iii) that there are no proceedings pending or E-3
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contemplated for the merger, consolidation, conversion, dissolution, liquidation, or termination of the Master Developer.
We have not made or undertaken to make any investigation as to the state of title to the Property, and we express no opinion with respect to title to the Property. We have made such examination of the laws of the State of California and the laws of the United States of America as we deem relevant for the purposes of this letter. We have not considered the effect, if any, of the laws of any other jurisdiction upon the matters covered by this letter.
Based on the foregoing and subject to the assumptions and qualifications set forth in this letter, it is our opinion that:
1. Based solely on the Master Developer Good Standing Certificates, the Master Developer is a limited liability company validly existing and in good standing as a corporation under the laws of the State of California.
2. The Master Developer has the corporate power to execute, deliver, and perform its obligations under the Disclosure Certificate.
3. The Disclosure Certificate has been duly authorized, executed, and delivered by the Master Developer, and constitutes the valid and binding obligation of the Master Developer, enforceable against the Master Developer in accordance with its terms, subject to the qualifications set forth below.
With respect to the foregoing opinions, you should be aware of the following: The opinions expressed in paragraph 3 above are limited by bankrup tcy, insolvency, reorganization, arrangement, moratorium, fraudulent conveyance, and other similar laws relating to or affecting the rights of creditors. We advise you that the enforceability of the Disclosure Certificate may be limited by (i) certain equitable, legal, statutory principles affecting the enforcement of contractual rights generally, regardless of whether such enforcement is considered in a proceeding in equity or at law, including, without limitation, concepts of notice, materiality, impairment of security, reasonableness, good faith and fair dealing, jurisdiction, service of process, venue, and applicable statutes of limitations and (ii) judicial discretion or statutory limitations with respect to the availability of equitable remedies or defenses, the calculation of damages, and the entitlement to attorneys' fees and other fees and costs.
The provisions referred to above which may be limited or rendered ineffective include, without limitation, those that (a) purport to waive statutory or comm on law rights, (b) provide for indemnification to the extent such indemnification is against public policy, (c) provide for one party to act as attorney-in-fact for another party, and (d) provide for the exercise of set-off or similar rights.
We express no opinion with respect to any indemnification, arbitration, contribution, penalty, choice of law, choice of forum, choice of venue, severability, or waiver provisions contained in the Disclosure Certificate.
We express no opinion as to the exclusion from g ross income for federal income tax purposes of the interest on the Bonds, or the exemption of the interest on the Bonds from State of California personal income taxes.
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We express no opinion as to the applicability or effect on the subject transaction of t he securities laws of the State of California or of the United States of America, including, but not limited to, the Securities Act of 1933, as amended.
We express no opinion as to the laws of any jurisdiction other than the laws of the State of California. The opinions expressed above concern only the effect of the laws (excluding the principles of conflict of laws) of the State of California as currently in effect. We assume no obligation to supplement this letter if any applicable laws change after the date of this letter, or if we become aware of any facts that might change the opinions expressed above after the date of this letter.
We are not passing upon and do not assume any responsibility for the accuracy, completeness, or fairness of any of the st atements contained in the Official Statement and make no representation that we have independently verified the accuracy, completeness, or fairness of any such statements.
However, in our capacity as special counsel to the Developer, we reviewed those sect ions of the Official Statement described below and we participated in conferences with representatives of the Developer, the Underwriter, Jones Hall as Bond Counsel and Disclosure Counsel, Stradling Yocca Carlson & Rauth, as Underwriter's Counsel, and others, during which conferences the contents of the Official Statement and related matters were discussed. We have reviewed only the electronic version of the Official Statement delivered to Matthew Berrien ([email protected]) on ___________, from MuniOS.com (the "Official Electronic Version"), and we assume that any printed version and all other electronic versions of the Official Statement are identical in all respects to such Official Electronic Version. Our statements herein with respect to the Offi cial Statement do not pertain to any printed or electronic version of the Official Statement that is not identical in all respects to the Official Electronic Version. We also reviewed certain written statements of officers and other representatives of the Developer and others as to the existence and consequence of certain factual and other matters.
Based on our participation, review, and reliance as described above, we advise you that no information came to the attention of the lawyers in our firm renderin g legal services in connection with such representation that caused us to believe that, as of the date of the Official Statement and as of the date hereof, the statements contained in the Official Statement under the captions “THE DISTRICT,” “OWNERSHIP OF PROPERTY WITHIN THE DISTRICT,” “THE IMPROVEMENTS,” “SPECIAL RISK FACTORS —Property Values and Property Development — Endangered and Threatened Species” (but, under all captions, excluding any information cited as coming from a source other than the Developer and excluding any information regarding any appraisals, any absorption studies, and market value ratios and annual special tax ratios, and except that no belief or view is expressed as to (a) any financial statements and other financial, statistical, economic, demographic, or engineering data or forecasts, numbers, charts, tables, graphs, estimates, projections, assumptions, or expressions of opinion, or (b) any information about valuation, appraisals, market absorption, archaeological, or environmental mat ters), contained or contain any untrue statement of a material fact or omitted or omit a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. For purposes of this paragraph, "attention" refers to the conscious awareness of each of the lawyers in our firm who actively participated in rendering legal services in connection with such representation and "believe" refers to the actual, subjective, good faith belief of each of those lawyers. Please be advised that only Matthew Berrien has rendered such legal services in connection with such representation.
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We express no view or belief as to the applicability or effect on the subject transaction of the securities laws of the State of California or of the United States of America, including but not limited to the Securities Act of 1933, as amended.
No attorney-client relationship has existed or exists between our firm and the City, the Community Facilities District, or the Underwriter in connection with the Bonds or by virtue of this letter. This letter, and the legal opinions herein, are rendered as of the d ate hereof and are furnished solely for your benefit in connection with the subject transaction and may not be relied upon for any other purpose or furnished to, used, circulated, quoted, or referred to by any other person without our prior written consent. This letter is not intended to, and may not, be relied upon by any owners of the Bonds.
We bring to your attention the fact that our legal opinions are an expression of professional judgment and are not a guarantee of a result. Our engagement with resp ect to this matter has terminated as of the date hereof, and we do not undertake to advise you of any matters that may come to our attention subsequent to the date hereof that may affect our legal opinions expressed herein.
This opinion letter and the opi nions it contains shall be interpreted in accordance with the Legal Opinion Principles issued by the Committee on Legal Opinions of the American Bar Association's Business Law Section as published in 53 Business Lawyer 831 (May 1998). This letter is limited to the matters expressly set forth herein, and no opinion is implied or may be interred beyond the matters expressly stated herein.
Sincerely yours,
STICE & BLOCK, LLP
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EXHIBIT "A"
$__________
CITY OF ROSEVILLE SVSP WESTPARK-FEDERICO COMMUNITY
FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES) SPECIAL TAX BONDS SERIES 2022
RELIANCE CERTIFICATE OF SOLAIRE COMMUNITY BUILDERS, LLC
The undersigned, on behalf of Solaire Community Builders, LLC., a California limited liability company (the "Master D eveloper"), has executed this certificate in connection with the development of certain property owned by the Master Developer (the "Property") located within the boundaries of the City of Roseville SVSP Westpark -Federico Community Facilities District No. 1 (the "Community Facilities District"), and in connection with the issuance by the Community Facilities District of the $__________ aggregate principal amount of Special Tax Bonds, Series 2022 (the "Bonds''). The Bonds are described in that certain Offici al Statement dated _____, 2022 (the "Official Statement"). The letter (the "Letter") being issued by Stice & Block, LLP (the "Law Firm") includes certain assumptions as to factual matters of which the Law Firm has no, or limited, knowledge. The Master De veloper is providing the Law Firm with this certificate in order to allow the Law Firm to issue the Letter. Capitalized terms not defined in this certificate have the respective meanings given those terms in the Letter.
1. The Master Developer has reviewed the Letter, and all factual assumptions that support the opinions rendered in the Letter are true, correct, complete, and accurate as of the date hereof.
2. The copies of the Master Developer Organizational Documents delivered to the Law Firm by or on behalf of the Master Developer are true and complete copies thereof, which remain in full force and effect and have not been amended or modified as of the date hereof.
3. The Master Developer is a corporation, validly existing and in good standing under the laws of the State of California and is in good standing as a limited liability company under the laws of the State of California.
4. The Master Developer has the corporate power to execute, deliver, and perform its obligations under the Disclosure Certificate. Th e Master Developer has taken no voluntary action looking to the dissolution, winding up, termination or other cessation of the existence of the Master Developer.
5. The Disclosure Certificate has been duly authorized, executed, and delivered by the Master De veloper, and constitutes the valid and binding obligation of the Master Developer, enforceable against the Master Developer in accordance with its terms.
6. The execution and delivery by the Master Developer of the Disclosure Certificate and the performance of its obligations thereunder will not conflict with or result in a violation of, or breach of or a default under, as applicable, (a) the Master Developer Organizational Documents, (b) any indenture, mortgage, deed of trust, lease, note, commitment, agreem ent, or other instrument to which the Master Developer is a party, or by which the Master Developer or the Property is bound, E-7
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or (c) any order, rule, or regulation of any court or other governmental body having jurisdiction over the Master Developer, the conflict, violation, or breach of which, in the case of clause (b) or (c), would have a material adverse effect on the Master Developer or the development, use, occupancy, or operation of the Property or any material portion thereof. The foregoing certifications are made as representations of fact only and are not meant to constitute legal conclusions. As representations of fact, the foregoing statements are intended to be relied upon by the Law Firm in issuing the Letter.
Dated: ________________________
SOLAIRE COMMUNITY BUILDERS, LLC, a
California limited liability company
By:___________________________________
Name:_________________________________
Title:__________________________________
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EXHIBIT F
CITY OF ROSEVILLE
SVSP WESTPARK-FEDERICO COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES)
SPECIAL TAX BONDS
SERIES 2022
CERTIFICATE OF TAYLOR MORRISON OF CALIFORNIA, LLC
_____, 2022
In connection with the issuance and sale of the above -captioned bonds (the “ Bonds”), and pursuant to Section 4(d)(13) of the Bond Purchase Agreement (the “Bond Purchase Agreement”) to be executed by and between City of Roseville, California (the “ City”), for and on behalf of the City of Roseville SVSP Westpark -Federico Community Facilities District No. 1 (Public Facilities) (the “District”), and Piper Sandler & Co. (the “ Underwriter”), Taylor Morrison of California, LLC, a California limited liability company (the “Landowner”), hereby represents, warrants and covenants to the City, the District and the Underwriter as of the date hereof that:
1. The Landowner is duly organized and validly existing under the laws of the State of California and has all requisite limited liability company right, power and authority to: (i) execute and deliver this Certificate of Taylor Morrison of California, LLC (the “ Certificate”) and the Taylor Morrison Continuing Disclosure Certificate; and (ii) undertake all of the transactions on its part described in the Preliminary Official Statement.
2. As set forth in the Preliminary Official Statement, a portion of the property within the District is held in the name of the Landowner (herein, the “Property”). The undersigned, on behalf of the Landowner, makes the representations herein with respect to all such Property.
3. The Landowner has, or will have prior to the Closing, duly authorized the execution and delivery of the Taylor Morrison Continuing Disclosure Certificate at the Closing and the performance by the Landowner of its obligations thereunder.
4. Except as disclosed in the Pre liminary Official Statement, to the Actual Knowledge of the Undersigned, 1 (a) the Landowner and its Affiliates 2, are not in breach of or in default under
1 As used in this Certificate, the phrase “ Actual Knowledge of the Undersigned ” shall mean s the actual (as opposed to constructive) knowledge that the undersigned currently has or has obtained through (i) interviews with such c urrent officers and responsible employees of the Landowner as the undersigned has reasonably determined are likely, in the ordinary course of their respective duties, to have knowledge of the matters set forth in this Certificate including the chief financial officer of the Landowner or, if the Landowner does not have a chief financial officer, the person who performs the functions usually associated with such officer (unless the undersigned is the chief financial officer or such person), and (ii) reviews o f documents reasonably available to the undersigned and which the undersigned reasonably deemed necessary for the undersigned to execute this Certificate. The undersigned has not conducted any extraordinary inspection or inquiry other than such inspections or inquiries as are prudent and customary in connection with the ordinary course of the Landowner’s current business and operations. The undersigned has not contacted any individuals who are no longer employed by, or associated with, the Landowner. 2 “Affiliate” means any Person directly (or indirectly through one or more intermediaries) that exercises managerial control over the Landowner or that is under managerial control of the Landowner, and about whom information could be material to potential investors in their investment decision regarding the Bonds. “Person” means an individual, a corporation, a partnership, a limited F-2
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any applicable judgment or decree or any loan agreement, option agreement, development agreement, inde nture, bond or note (collectively, the “ Material Agreements ”) to which the Landowner or its Affiliates are a party or otherwise subject, which breach or default could reasonably be expected to materially and adversely affect the Landowner’s ability to develop the Property as described in the Preliminary Official Statement or to pay the Special Taxes due with respect to the Property (to the extent the responsibility of the Landowner) prior to delinquency and (b) no event has occurred and is continuing that with the passage of time or giving of notice, or both, would constitute such a breach or default.
5. Except as described in the Preliminary Official Statement, there is no material indebtedness of the Landowner or its Affiliates that is secured by an interest in the Property. To the Actual Knowledge of the Undersigned, neither the Landowner nor any of its Affiliates is in default on any obligation to repay borrowed money, which default is reasonably likely to materially and adversely affect the Landowner’s abi lity to develop the Property as described in the Preliminary Official Statement or to pay the Special Taxes due with respect to the Property (to the extent the responsibility of the Landowner) prior to delinquency.
6. Except as set forth in the Preliminary Of ficial Statement, no action, suit, proceeding, inquiry or investigation at law or in equity, before or by any court, regulatory agency, public board or body is pending against the Landowner (with proper service of process to the Landowner having been accomplished) or, to the Actual Knowledge of the Undersigned, is pending against any current Affiliate (with proper service of process to such Affiliate having been accomplished) or to the Actual Knowledge of the Undersigned is overtly threatened in writing aga inst the Landowner or any such Affiliate which, if successful, is reasonably likely to materially and adversely affect the Landowner’s ability to develop the Property as described in the Preliminary Official Statement or to pay the Special Tax (to the extent the responsibility of the Landowner) prior to delinquency.
7. As of the date thereof, to the Actual Knowledge of the Undersigned, the Preliminary Official Statement, solely with respect to information contained therein with respect to the Landowner, its Af filiates, ownership of the Property, the Landowner’s development plan, the Landowner’s financing plan, the Landowner’s lenders, if any, and contractual arrangements of the Landowner or any Affiliate of the Landowner (including, if material to the Landowner ’s development plan or the Landowner’s financing plan, other loans of such Affiliates) as set forth under the captions “MERCHANT BUILDER DEVELOPMENT —Taylor Morrison,” “OWNERSHIP OF PROPERTY WITH IN THE DISTRICT —Taylor Morrison ” and “CONTINUING DISCLOSURE —Master Developer and Merchant Builders – Taylor Morrison Prior Compliance ” (excluding therefrom, in each case, information which is identified as having been provided by a source other than the Landowner), is true and correct in all material respects and did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
8. The Landowner covenants that, while the Bonds or a ny refunding obligations related thereto are outstanding, the Landowner and its Affiliates which it controls will not bring any action, suit, proceeding, inquiry or investigation, at law or in equity, before any court, regulatory agency, public board or bo dy that in any way seeks to challenge or overturn the formation of the District, to
liability company, an association, a joint stock company, a trust, any unincorporated organization or a government or politic al subdivision thereof.
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challenge the adoption of the ordinance of the City levying Special Taxes within the District, to invalidate the District or any of the Bonds or any refunding bonds related thereto, or to invalidate the special tax liens imposed under Section 3115.5 of the Streets and Highways Code based on recordation of the amended notice of special tax lien relating thereto. The foregoing covenant shall not prevent the Landowner in any w ay from bringing any other action, suit , proceeding, inquiry or investigation, at law or in equity, before any court, regulatory agency, public board or body , including, without limitation, (a) an action or suit contending that the Special Tax has not been levied in accordance with the methodologies contained in the District’s Rate and Method of Apportionment of Special Taxes pursuant to which the Special Taxes are levied, (b) an action or suit with respect to the application or use of the Special Taxes lev ied and collected, (c) an action or suit to enforce the obligations of the City and/or the District under the Formation Documents, the District Documents, or any other agreements among the Landowner or an Affiliate , the City, and/or the District or to which the Landowner or Affiliate is a party or beneficiary (including, but not limited to, the Fiscal Agent Agreement).
9. Except as disclosed in the Preliminary Official Statement or as a matter of public record (including, without limitation, liens for ad valorem tax obligations), to the Actual Knowledge of the Undersigned, no public debt secured by a tax or assessment on the Property exists or is in the process of being authorized that would include any portion of the Property.
10. To the Actual Knowledge of the Un dersigned, the Landowner has not been delinquent to any material extent in the payment of any ad valorem property tax, special assessment or special tax on property owned by the Landowner during the period of its ownership included within the boundaries of a community facilities district or an assessment district within California within the last five (5) years that (a) caused a draw on a reserve fund relating to such assessment district or community facilities district financing or (b) resulted in a forecl osure action being commenced against the Landowner in a court of law.
11. The Landowner intends to comply with the provision of the Mello -Roos Community Facilities District Act of 1982, as amended relating to the Notice of Special Tax described in Government Code Section 53341.5 in connection with the sale of the Property, or portions thereof.
12. To the Actual Knowledge of the Undersigned, the Landowner is able to pay its bills as they become due and no legal proceedings are pending against the Landowner (with proper service of process to the Landowner having been accomplished) or, to the Actual Knowledge of the Undersigned, threatened in writing in which the Landowner may be adjudicated as bankrupt or discharged from any and all of its debts or obligations, or gra nted an extension of time to pay its debts or obligations, or be allowed to reorganize or readjust its debts, or be subject to control or supervision of the Federal Deposit Insurance Corporation.
13. Based upon its current development plans, including, without limitation, its current budget, and subject to economic conditions and risks generally inherent in the development of real property, many of which are beyond the control of the Landowner, and except as disclosed in the Preliminary Official Statement inclu ding in the sections entitled “MERCHANT BUILDER DEVELOPMENT—Taylor Morrison” and “OWNERSHIP OF PROPERTY WITH IN THE DISTRICT—Taylor Morrison ” the Landowner currently expects that it will have sufficient funds and/or sources of funds to develop the Property as described in the Preliminary Official Statement and to pay Special Taxes (to the extent the responsibility of the Landowner) levied against the F-4
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Property prior to delinquency. The Landowner reserves the right to change its development plan and financing plan for the Property at any time without notice.
14. Solely as to the limited information described in Paragraph 7 above (subject to the exclusions and limitations set forth in Section 7 herein), the Landowner agrees to indemnify and hold harmless, to the extent permitted by law, the City, the District, and their officials and employees, and each Person, if any (each, an “ Indemnified Party” and together, the “ Indemnified Parties”), who controls any of the foregoing within the meaning of Section 15 of the Securities Act of 1933, as amended, or of Section 20 of the Securities Exchange Act of 1934, as amended, against all claims, damages, or liabilities (collectively, “Claims”) incurred by an Indemnified Party under any statute or at law or in equity, to the extent that such Claims arise from an untrue statement by the Landowner of a material fact contained in the information described in Paragraph 7 above (subject to the exclusions and limitations set forth in Section 7 herein) , as of the date of the Prelimin ary Official Statement, or the omission by the Landowner to state in the Preliminary Official Statement, as of its date, a material fact necessary to make the statements made by the Landowner contained therein, in light of the circumstances under which the y were made not misleading. This indemnity provision shall not be construed as a limitation on any other liability which the Landowner may otherwise have to any Indemnified Party, provided that in no event shall the Landowner be obligated for double indemnification. Further, in no event shall the Landowner’s liability under this indemnification provision extend to any claims, damages, liability, losses or costs arising out of or related to the negligence or willful misconduct of an Indemnified Party.
In the event that a covered Claim is brought against any Indemnified Party, such Indemnified Party shall promptly notify the Landowner in writing; provided that the failure to notify the Landowner shall not relieve it from any liability that it may have hereunder except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Landowner shall not relieve it from any liability that it may have to an Indemnified Party otherwise than under the above paragraph. If any proceeding shall be brought or asserted against an Indemnified Party upon a covered Claim, and it shall have notified the Landowner thereof, the Landowner shall retain counsel r easonably satisfactory to the Indemnified Party (who shall not, without the consent of the Indemnified Party, be counsel to the Landowner) to represent the Indemnified Party in such proceeding regarding the covered Claim and shall pay the fees and expenses of such counsel solely with respect to such proceeding, as incurred. Any Indemnified Party shall have the right to retain its own counsel in such proceeding, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unle ss (i) the Landowner and the Indemnified Party shall have mutually agreed to the contrary; (ii) the Landowner has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Party; (iii) the Indemnified Party shall have rea sonably concluded that there may be legal defenses available to the Landowner such that a material conflict of interest exists for such counsel ; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Landowner and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interest between them. It is understood and agreed that the Landowner shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Parties, and that all such fees and expenses, to the extent reasonable, shall be paid or reimbursed as they are incurred. Any such separate firm shall be designated in writing by such Indemnified Parties. The Landowner shall not be liable for any settlement of any proceeding effected without its written consent. The Landowner shall not, without the written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding upon a covered F-5
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Claim in respect of which any Indemnified Party is a party and to the extent indemnification could have been sought hereunde r, unless such settlement (x) includes an unconditional release of such Indemnified Party, in form and substance reasonably satisfactory to such Indemnified Party, from all liability on claims that are the subject matter of such proceeding and as to which the Landowner has an obligation to indemnify such Indemnified Party , and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party.
15. If, between the date hereof and the Closing Date any event relating to or affecting the Landowner, its Affiliates, ownership of the Property, the Landowner’s development plan, the Landowner’s financing plan, the Landowner’s lenders, if any, and contractual arrangements of the Landowner or any Aff iliate of the Landowner (including, if material to the Landowner’s development plan or the Landowner’s financing plan, other loans of such Affiliates) shall occur of which the undersigned has Actual Knowledge and which the undersigned believes would cause the information under the sections of the Preliminary Official Statement indicated in Paragraph 7 hereof (and subject to the exclusions and limitations set forth in Section 7 herein) , to contain an untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the undersigned shall notify the City and the Un derwriter and if in the opinion of counsel to the City or the Underwriter, such event requires the preparation and publication of a supplement or amendment to the Preliminary Official Statement, the Landowner shall reasonably cooperate with the City in the preparation of an amendment or supplement to the Preliminary Official Statement in form and substance reasonably satisfactory to counsel to the City and to the Underwriter.
16. On behalf of the Landowner, I have reviewed the contents of this Certificate and have met with counsel to the Landowner for the purpose of discussing the meaning of its contents.
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Unless otherwise indicated, capitalized terms used herein and not defined have the meaning given to them in the Bond Purchase Agreement.
The undersigned has executed this Certificate solely in his or her capacity as an authorized officer or representative of the Landowner and he or she will have no personal liability arising from or relating to this Certificate. Any liability arising from or relating to this Certificate may only be asserted against the Landowner.
TAYLOR MORRISON OF CALIFORNIA, LLC,
a California limited liability company
By:
Name:
Title:
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EXHIBIT G
CITY OF ROSEVILLE
SVSP WESTPARK-FEDERICO COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES)
SPECIAL TAX BONDS
SERIES 2022
CERTIFICATE OF BEAZER HOMES HOLDINGS, LLC
In connection with the issuance and sale of the above -captioned bonds (the “Bonds”), and pursuant to Section 4(d)(1 3) of the Bond Purchase Agreement (the “Bond Purchase Agreement”) to be executed by and between City of Roseville, California (the “City”), for and on behalf of the City of Roseville SVSP Westpark -Federico Community Facilities District No. 1 (Public Facilit ies) (the “District”), and Piper Sandler & Co. (the “Underwriter”), Beazer Homes Holdings, LLC , a Delaware limited liability company (the “Landowner”), hereby represents, warrants and covenants to the City, the District and the Underwriter as of the date hereof that:
1. The Landowner is duly organized and validly existing under the laws of the State of Delaware and has all requisite limited liability company right, power and authority to: (i) execute and deliver this Certificate; and (ii) undertake all of th e transactions on its part described in the Preliminary Official Statement.
2. As set forth in the Preliminary Official Statement, a portion of the property within the District is held in the name of the Landowner (herein, the “Property”). The undersigned, on behalf of the Landowner, makes the representations herein with respect to all such Property.
3. Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge of the Undersigned, 1 (a) the Landowner and its Affiliates 2, are not in breach of or in default under any applicable judgment or decree or any loan agreement, option agreement, development agreement, indenture, bond or note (collectively, the “Material Agreements”) to which the
1 As used in this Certificate, the phrase “Actual Knowledge of the Undersigned” shall mean the actual (as opposed to constructive) knowledge that the undersigned currently has as of the date of this Certificate or has obtained through (i) interviews with such current officers and responsible employees of the Landowner as the undersigned has reasonably determined are likely, in the ordinary course of their respective duties, to have knowledge of the matters set forth in this Certificate including the chief financial officer of the Landowner or, if the Landowner does not have a chief financial officer, the person who performs the functions usually associated with such officer (unless the undersigned is the chief financial officer or s uch person), and (ii) reviews of documents reasonably available to the undersigned and which the undersigned reasonably deemed necessary for the undersigned to obtain knowledge of the matters set forth in this Certificate. The undersigned has not conducted any extraordinary inspection or inquiry other than such inspections or inquiries as are prudent and customary in connection with the ordinary course of the Landowner’s current business and operations. The undersigned has not contacted any individuals who are no longer employed by, or associated with, the Landowner.
2 “Affiliate” means any Person directly (or indirectly through one or more intermediaries) that exercises managerial control over the Landowner or that is under managerial control of the Landowner, and about whom information could be material to potential investors in their investment decision regarding the Bonds (i.e., information relevant to Landowner’s development plans with respect to the Property and the payment of its Special Tax, or such Person’s assets for funds that would materially affect the Landowner’s ability to develop the Property as described in the Preliminary Official Statement or pay its Special Tax (to the extent the responsibility of the Landowner) prior to delinquency) . “Person” means an individual, a corporation, a partnership, a limited liability company, an association, a joint stock company, a trust, any unincorporated organization or a government or political subdivision thereof.
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Landowner or its Affiliates are a party or otherwise subject, which breach or default could reasonably be expected to materially and adversely affect the Landowner’s ability to complete the development of the Property as described in the Preliminary Official Statement or to pay the Special Taxes due with respect to the Property (to the extent the responsibility of the Landowner) prior to delinquency, and (b) no event has occurred and is continuing that with the passage of time or giving of notice, or both, would constitute such a breach or default.
4. Except as de scribed in the Preliminary Official Statement, there is no material indebtedness of the Landowner or its Affiliates that is secured by an interest in the Property. To the Actual Knowledge of the Undersigned, neither the Landowner nor any of its Affiliates is in default on any obligation to repay borrowed money, which default is reasonably likely to materially and adversely affect the Landowner’s ability to complete the development of the Property as described in the Preliminary Official Statement or to pay the Special Taxes due with respect to the Property (to the extent the responsibility of the Landowner) prior to delinquency.
5. Except as set forth in the Preliminary Official Statement, no action, suit, proceeding, inquiry or investigation at law or in equity, before or by any court, regulatory agency, public board or body is pending against the Landowner (with proper service of process or proper notice to the Landowner having been accomplished) or, to the Actual Knowledge of the Undersigned, is pending against any Affiliate of the Landowner (with proper service of process to such Affiliate having been accomplished) or to the Actual Knowledge of the Undersigned is overtly threatened in writing against the Landowner or any such Affiliate which, if successful, is reasonably likely to materially and adversely affect the Landowner’s ability to complete the development of the Property as described in the Preliminary Official Statement or to pay the Special Tax with respect to the Property (to the extent the responsibility of the Landowner) prior to delinquency.
6. As of the date thereof, to the Actual Knowledge of the Undersigned, the Preliminary Official Statement, solely with respect to information contained therein with respect to the Landowner, its Affiliates, owne rship of the Property, the Landowner’s development plan, the Landowner’s financing plan, the Landowner’s lenders, if any, and contractual arrangements of the Landowner or any Affiliate of the Landowner (including, if material to the Landowner’s development plan or the Landowner’s financing plan, other loans of such Affiliates) as set forth under the caption s “MERCHANT BUILDER DEVELOPMENT —Beazer Homes” and “OWNERSHIP OF PROPERTY WITHIN THE DISTRICT—Beazer Homes” (excluding therefrom, in each case, informatio n which is identified as having been provided by a source other than the Landowner), is true and correct in all material respects and did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
7. The Landowner covenants that, while the Bonds or any refunding obligations related thereto are outstanding, the Landowner and its Affiliates which it controls will not bring any action, suit, proceeding, inquiry or investigation, at law or in equity, before any court, regulatory agency, public board or body that in any way seeks to challenge or overturn the formation of the District, to challenge the adoption of the ordinance of the City levying Special Taxes within the District, to invalidate the District or any of the Bonds or any refunding bonds related thereto, or to invalidate the special tax liens imposed under Section 3115.5 of the Streets and Highways Code based on recordation of the amended notice of special tax lien relating thereto. The foregoing covenant shall not prevent the Landowner in any way from bringing any other action, suit , proceeding, inquiry or investigation at law or in equity, before any court, regulatory agency, public board or body including, G-3
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without limitation, (a) an action or suit contending that the Special Tax has not been levied in accordance with the methodologies contained in the District’s Rate and Method of Apportionment of Special Taxes pursuant to which the Special Taxes are levied, (b) an action or suit with respect to the application or use of the Special Taxes levied and collected, (c) an action or suit to enforce the obligations of th e City and/or the District under the Formation Documents, the District Documents, or any other agreements among the Landowner, the City, and/or the District or to which the Landowner is a beneficiary (including, but not limited to, the Fiscal Agent Agreement).
8. Except as disclosed in the Preliminary Official Statement or as a matter of public record (including, without limitation, liens for ad valorem tax obligations), to the Actual Knowledge of the Undersigned, no public debt secured by a tax or assessment on the Property exists or is in the process of being authorized that would include any portion of the Property.
9. The Landowner has been developing or has been involved in the development of numerous projects over an extended period of time. It is likely tha t the Landowner has been delinquent at one time or another in the payment of ad valorem property taxes, special assessments or special taxes. However, to the Actual Knowledge of the Undersigned, the Landowner is not currently in default in, or, in the last five years, has ever defaulted to any material extent in, the payment of special taxes or assessments in connection with the District or any other community facilities districts or assessment districts in California that (a) would have caused a draw on a reserve fund relating to such assessment district or community facilities district financing or (b) was not cured prior to the institution of any enforcement action with a court of law.
10. The Landowner intends to comply with the provision of the Mello -Roos Community Facilities District Act of 1982, as amended relating to the Notice of Special Tax described in Government Code Section 53341.5 in connection with the sale of the Property, or portions thereof.
11. To the Actual Knowledge of the Undersigned, the Landowner is able to pay its bills as they become due and no legal proceedings are pending against the Landowner (with proper service of process to the Landowner having been accomplished) or, to the Actual Knowledge of the Undersigned, threatened in writing in w hich the Landowner may be adjudicated as bankrupt or discharged from any and all of its debts or obligations, or granted an extension of time to pay its debts or obligations, or be allowed to reorganize or readjust its debts, or be subject to control or supervision of the Federal Deposit Insurance Corporation.
12. Based upon its current development plans, including, without limitation, its current budget, and subject to economic conditions and risks generally inherent in the development of real property, many o f which are beyond the control of the Landowner, and except as disclosed in the Preliminary Official Statement including in the sections entitled “MERCHANT BUILDER DEVELOPMENT—Beazer Homes,” “OWNERSHIP OF PROPERTY WITH IN THE DISTRICT— Beazer Homes” the Landowner currently expects that it will have sufficient funds and/or sources of funds to complete the development of the Property as described in the Preliminary Official Statement and to pay Special Taxes (to the extent the responsibility of the Landowner) l evied against the Property prior to delinquency. The Landowner reserves the right to change its development plan and financing plan for the Property at any time without notice.
13. Solely as to the limited information described in Paragraph 6 above, the Landowner agrees to indemnify and hold harmless, to the extent permitted by law, the City, the District, and their officials and employees, and each Person, if any (each, an “Indemnified Party” and together, the G-4
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“Indemnified Parties”), who controls any of the f oregoing within the meaning of Section 15 of the Securities Act of 1933, as amended, or of Section 20 of the Securities Exchange Act of 1934, as amended, against all claims, damages, or liabilities (collectively, “Claims”) incurred by an Indemnified Party under any statute or at law or in equity, to the extent that such Claims arise from an untrue statement by the Landowner of a material fact contained in the information described in Paragraph 6, above, as of the date of the Preliminary Official Statement, or the omission by the Landowner to state in the Preliminary Official Statement, as of its date, a material fact necessary to make the statements made by the Landowner contained therein, in light of the circumstances under which they were made not misleadi ng. This indemnity provision shall not be construed as a limitation on any other liability which the Landowner may otherwise have to any Indemnified Party, provided that in no event shall the Landowner be obligated for double indemnification. Further, in no event shall the Landowner’s liability under this indemnification provision extend to any Claims arising out of or related to the negligence or willful misconduct of an Indemnified Party.
In the event that a covered Claim is brought against any Indemnif ied Party, such Indemnified Party shall promptly notify the Landowner in writing; provided that the failure to notify the Landowner shall not relieve it from any liability that it may have hereunder except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Landowner shall not relieve it from any liability that it may have to an Indemnified Party otherwise than under the above paragraph. If any proceeding shall be brought or asserted against an Indemnified Party upon a covered Claim, and it shall have notified the Landowner thereof, the Landowner shall retain counsel reasonably satisfactory to the Indemnified Party (who shall not, without the consent of the Indemnified Party, be counsel to the Landowner) to represent the Indemnified Party in such proceeding regarding the covered Claim and shall pay the fees and expenses of such counsel solely with respect to such proceeding, as incurred. Any Indemnified Party shall have the right to retain its own counsel in such proceeding, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Landowner and the Indemnified Party shall have mutually agreed to the contrary; (ii) the Landowner has failed within a reasonable time to retain counsel reasonably satisfactory to th e Indemnified Party; (iii) the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Landowner; or (iv) the named parties in any such proceeding ( including any impleaded parties) include both the Landowner and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interest between them. It is understood and agreed that the Landowner shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Parties, and that all su ch fees and expenses, to the extent reasonable, shall be paid or reimbursed as they are incurred. Any such separate firm shall be designated in writing by such Indemnified Parties. The Landowner shall not be liable for any settlement of any proceeding effected without its written consent. The Landowner shall not, without the written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding upon a covered Claim in respect of which any Indemnified Party is a party, unl ess such settlement (x) includes an unconditional release of such Indemnified Party, in form and substance reasonably satisfactory to such Indemnified Party, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party.
14. If, between the date hereof and the Closing Date any event relating to or affecting the Landowner, its Affiliates, ownership of the Property, the Landowner’s development plan, the G-5
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Landowner’s financing plan, the Landowner’s lenders, if any, and contractual arrangements of the Landowner or any Affiliate of the Landowner (including, if material to the Landowner’s development plan or the Landowner’s financing plan, other loans of such Affiliates) shall occur of which the undersigned has Actual Knowledge and which the undersigned believes would cause the information under the sections of the Preliminary Official Statement indicated in Parag raph 6 hereof, to contain an untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the undersigned shall notify the Ci ty and the Underwriter and if in the opinion of counsel to the City or the Underwriter, such event requires the preparation and publication of a supplement or amendment to the Preliminary Official Statement, the Landowner shall reasonably cooperate with the City in the preparation of an amendment or supplement to the Preliminary Official Statement in form and substance reasonably satisfactory to counsel to the City and to the Underwriter.
15. For the period through 25 days after the “end of the underwriting per iod” as defined in the Bond Purchase Agreement, if any event relating to or affecting the Landowner, its Affiliates, ownership of the Property, the Landowner’s development plan, the Landowner’s financing plan, t he Landowner’s lenders, if any, and contractu al arrangements of the Landowner or any Affiliates of the Landowner (including, if material to the Landowner ’s development plan or the Landowner’s financing plan, other loans of such Affiliates) shall occur as a result of which it is necessary, in the opinion of the Underwriter or counsel to the City, to amend or supplement the Official Statement in order to make the Official Statement not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, the Landowner shall reasonably cooperate with the City and the Underwriter in the preparation of an amendment or supplement to the Official Statement in form and substance reasonably satisfactory to the Underwriter and Disclosure Counsel which will amend or supplement the Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time the Official Statement is delivered to a purchaser, not misleading.
16. On behalf of the Landowner, I have reviewed the contents of this Certificate and have met with counsel to the Landowner for the purpose of discussing the meaning of its contents.
Unless otherwise indicated, capitalized terms used herein and not defined have the meaning given to them in the Bond Purchase Agreement. The undersigned has executed this Certificate solely in his or her capacity as an authorized officer or representative of Landowner and he or she will have no personal liability arising from or relating to this Certificate. Any liability arising from or relating to this Certificate may only be asserted against the Landowner.
Dated: _____, 2022
BEAZER HOMES HOLDINGS, LLC., a Delaware
limited liability company
By:
Name:
Title:
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EXHIBIT H
CITY OF ROSEVILLE
SVSP WESTPARK-FEDERICO COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES)
SPECIAL TAX BONDS
SERIES 2022
CERTIFICATE OF K. HOVNANIAN HOMES NORTHERN CALIFORNIA, INC.
In connection with the issuance and sale of the above -captioned bonds (t he “Bonds”), and pursuant to Section 4(d)(1 3) of the Bond Purchase Agreement (the “Bond Purchase Agreement”) to be executed by and between City of Roseville, California (the “City”), for and on behalf of the City of Roseville SVSP Westpark -Federico Community Facilities District No. 1 (Public Facilities) (the “District”), and Piper Sandler & Co. (the “Underwriter”), the undersigned certifies and represents that he is duly authorized on behalf of K. Hovnanian Homes Northern California, Inc. , a California corporation (the “Landowner”), to execute and deliver this certificate (“Certificate”) in connection with the issuance and sale of the Bonds.
Capitalized terms used by not defined in this Certificate have the same meanings as are set forth in the Bond Purch ase Agreement with respect to the Bonds between the Underwriter and the District.
The undersigned certifies that he is familiar with the facts set forth in this Certificate and further hereby certifies to the Actual Knowledge of the Undersigned1 as of the date hereof that:
1. The Landowner is duly organized and validly existing under the laws of the State of California and has all requisite corporate right, power and authority to: (i) execute and deliver this Certificate; and (ii) undertake all of the transactions regarding the Property (as defined below) in the District, as described in the Preliminary Official Statement.
2. As set forth in the Preliminary Official Statement, a portion of the property within the District is held in the name of the Landowner (herein, the “Property”). The undersigned, on behalf of the Landowner, makes the representations herein with respect to all such Property.
3. Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge of the Undersigned, (a) the Landowner and its Affiliates2, are not currently in breach of or in default
1 As used in this Certificate, the phrase “Actual Knowledge of the Undersigned” mean s, as of the date of signing, the actual (as opposed to constructive) knowledge that the undersigned currently has or has obtained through (i) interviews with such current officers and responsible employees of the Landowner as the undersigned has reasonably determined are likely, in the ordinary course of their respective duties, to have knowledge of the matters set forth in this Certificate including the division controller (unless the undersigned is the division controller ), and /or (ii) reviews of documents that were reasonably available to the undersigned and which the undersigned reasonably deemed necessary for the undersigned to execute this Certificate. The undersigned has not conducted any extraordinary inspection or inquiry other than such inspections or inquiries as are prudent and customary in connection with the ordinary course of the Landowner’s current business and operations. The undersigned has not contacted any individuals who are no longer employed by, or associated with, the Landowner. 2 As used in this Certificate, the term “Affiliate” means any Person presently directly (or indirectly through one or more intermediaries) that currently exercises managerial control over the Landowner or that is currently under managerial control of the Landowner, and about whom information is material to potential investors in their investment decision regarding the Bonds.
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under any applicable judgment or decree or any loan agreement, option agreeme nt, development agreement, indenture, bond or note (collectively, the “Material Agreements”) to which the Landowner or its Affiliates are a party or otherwise subject, which breach or default could reasonably be expected to materially and adversely affect the Landowner’s ability to develop the Property as proposed in the Preliminary Official Statement or to pay the Special Taxes levied against the Property (to the extent the responsibility of the Landowner) prior to delinquency and (b) no event has occurred and is continuing that with the passage of time or giving of notice, or both, would constitute such a breach or default.
4. Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge of the Undersigned, there is no material indebtedne ss of the Landowner or its Affiliates that is secured by an interest in the Property. To the Actual Knowledge of the Undersigned, neither the Landowner nor any of its Affiliates is currently in default on any obligation to repay borrowed money, which default is reasonably likely to materially and adversely affect the Landowner’s ability to develop the Property as proposed in the Preliminary Official Statement or to pay the Special Taxes levied against the Property (to the extent the responsibility of the Landowner) prior to delinquency.
5. Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge of the Undersigned, there is no action, suit, proceeding, inquiry or investigation at law or in equity, before or by any court, regulatory ag ency, public board or body is pending against the Landowner (with proper service of process to the Landowner having been accomplished) or, to the Actual Knowledge of the Undersigned, is pending against any Affiliate of the Landowner (with proper service of process to such Affiliate having been accomplished) or to the Actual Knowledge of the Undersigned is overtly threatened in writing against the Landowner or any such Affiliate which, if successful, is reasonably expected to materially and adversely affect the Landowner’s ability to develop the Property as described in the Preliminary Official Statement or to pay the Special Tax es levied against the Property (to the extent the responsibility of the Landowner) prior to delinquency.
6. As of the date thereof, to the Actual Knowledge of the Undersigned, the Preliminary Official Statement, solely with respect to information contained therein with respect to the Landowner, its Affiliates, ownership of the Property, the Landowner’s development plan, the Landowner’s financing plan, the Landowner’s lenders, if any, and contractual arrangements of the Landowner or any Affiliate of the Landowner (including, if material to the Landowner’s development plan or the Landowner’s financing plan, other loans of such Affiliates) as set forth under the caption s “MERCHANT BUILDER DEVELOPMENT —K. Hovnanian” and “OWNERSHIP OF PROPERTY WITH IN THE DISTRICT —K. Hovnanian ” (but excluding therefrom, in all cases, any information regarding the Appraisal, market value ratios and annual special tax ratios, and any information which is identified as having been provided by a source other than the Landowner), is true and correct in all material respects and did not con tain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
7. The Landowner covenants that, while the Bonds or any refun ding obligations related thereto are outstanding, the Landowner and its Affiliates which it controls will not bring any action, suit, proceeding, inquiry or investigation, at law or in equity, before any court, regulatory agency, public board or body that in any way seeks to challenge or overturn the formation of the District, to
“Person” means an individual, a corporation, a partnership, a limited liability com pany, an association, a joint stock company, a trust, any unincorporated organization or a government or political subdivision thereof.
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challenge the adoption of the ordinance of the City levying Special Taxes within the District, to invalidate the District or any of the Bonds or any refunding bonds related thereto , or to invalidate the special tax liens imposed under Section 3115.5 of the Streets and Highways Code based on recordation of the amended notice of special tax lien relating thereto. The foregoing covenant shall not prevent the Landowner or its Affiliate s in any way from bringing any other action, suit , proceeding, inquiry or investigation, at law or in equity, before any court, regulatory agency, public board or body, including, without limitation, (a) an action or suit contending that the Special Tax ha s not been levied in accordance with the methodologies contained in the District’s Rate and Method of Apportionment of Special Taxes pursuant to which the Special Taxes are levied, (b) an action or suit with respect to the application or use of the Special Taxes levied and collected, or (c) an action or suit to enforce the obligations of the City and/or the District under the Formation Documents, the District Documents, or any other agreements among the Landowner, the City, and/or the District or to which t he Landowner or its Affiliates is a beneficiary (including, but not limited to, the Fiscal Agent Agreement).
8. Except as disclosed in the Preliminary Official Statement or as a matter of public record (including, without limitation, liens for ad valorem tax obligations), to the Actual Knowledge of the Undersigned, no public debt secured by a tax or assessment on the Property exists or is in the process of being authorized that would include any portion of the Property.
9. Except as disclosed in the Preliminary O fficial Statement, t o the Actual Knowledge of the Undersigned, the Landowner is not currently delinquent to any material extent in the payment of special assessment or special tax on property owned by the Landowner during the period of its ownership included within the boundaries of a community facilities district or an assessment district within California within the last five (5) years that (a) caused a draw on a reserve fund relating to such assessment district or community facilities district financing or (b) resulted in a foreclosure action being commenced against the Landowner.
10. The Landowner intends to comply with the provision of the Mello -Roos Community Facilities District Act of 1982, as amended , relating to the Notice of Special Tax described in Government Code Section 53341.5 in connection with the sale of the Property, or portions thereof.
11. Except as disclosed in the Preliminary Official Statement, t o the Actual Knowledge of the Undersigned, the Landowner is able to pay its bills as they become due and no legal proceedings are pending against the Landowner (with proper service of process to the Landowner having been accomplished) or, to the Actual Knowledge of the Undersigned, overtly threatened in writing in which the Landowner may be adjudicated as bankrupt or discharged from any and all of its debts or obligations, or granted an extension of time to pay its debts or obligations, or be allowed to reorganize or readjust its debts, or be subject to control or supervision of the Federal Deposit Insurance Corporation.
12. Based upon its current development plans, including, without limitation, its current budget, and subject to economic conditions and risks generally inherent in the development of real property, many of which are beyond the control of the Landowner, and except as disclosed in the Preliminary Official Statement including in the sections entitled “MERCHANT BUILDER DEVELOPMENT—K. Hovnanian” and “OWNERSHIP OF PROPERTY WITH IN THE DISTRICT—K. Hovnanian, ” the Landowner currently expects that it wil l have sufficient funds and/or sources of funds to develop the Property as described in the Preliminary Official Statement and to pay Special Taxes (to the extent the responsibility of the Landowner) levied against the H-4
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Property prior to delinquency. The Landowner reserves the right to change its development plan and financing plan for the Property at any time without notice.
13. Solely as to the limited information described in Paragraph 6 above, the Landowner agrees to indemnify and hold harmless, to the extent permitted by law, the City, the District, and their officials and employees, and each Person, if any (each, an “Indemnified Party” and together, the “Indemnified Parties”), who controls any of the foregoing within the meaning of Section 15 of the Securities Act of 1933, as amended, or of Section 20 of the Securities Exchange Act of 1934, as amended, against all claims, damages, or liabilities (collectively, “Claims”) incurred by an Indemnified Party under any statute or at law or in equity, to the exten t that such Claims arise from an untrue statement by the Landowner of a material fact contained in the information described in Paragraph 6, above, as of the date of the Preliminary Official Statement, or the omission by the Landowner to state in the Preli minary Official Statement, as of its date, a material fact necessary to make the statements made by the Landowner contained therein, in light of the circumstances under which they were made not misleading. This indemnity provision shall not be construed a s a limitation on any other liability which the Landowner may otherwise have to any Indemnified Party, provided that in no event shall the Landowner be obligated for double indemnification. Further, in no event shall the Landowner’s liability under this i ndemnification provision extend to any claims, damages, liability, losses or costs arising out of or related to the negligence or willful misconduct of an Indemnified Party.
In the event that a covered Claim is brought against any Indemnified Party, such I ndemnified Party shall promptly notify the Landowner in writing; provided that the failure to notify the Landowner shall not relieve it from any liability that it may have hereunder except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Landowner shall not relieve it from any liability that it may have to an Indemnified Party otherwise than under the above paragraph. If any proceeding shall be brought or asserted against an Indemnified Party upon a covered Claim, and it shall have notified the Landowner thereof, the Landowner shall retain counsel reasonably satisfactory to the Indemnified Party (who shall not, without the co nsent of the Indemnified Party, be counsel to the Landowner) to represent the Indemnified Party in such proceeding regarding the covered Claim and shall pay the fees and expenses of such counsel solely with respect to such proceeding, as incurred. Any Indemnified Party shall have the right to retain its own counsel in such proceeding, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Landowner and the Indemnified Party shall have mutually agreed to t he contrary; (ii) the Landowner has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Party; (iii) the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Landowner; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Landowner and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interest between them. It is understood and agreed that the Landowner shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expe nses of more than one separate firm (in addition to any local counsel) for all Indemnified Parties, and that all such fees and expenses, to the extent reasonable, shall be paid or reimbursed as they are incurred. Any such separate firm shall be designated in writing by such Indemnified Parties. The Landowner shall not be liable for any settlement of any proceeding effected without its written consent. The Landowner shall not, without the written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding upon a covered Claim in respect of which any Indemnified Party is a party, unless such settlement (x) includes an H-5
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unconditional release of such Indemnified Party, in form and substance reasonably satisfactory to such Indemnified Party, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party.
14. If, between the date hereof and the Closing Date any event relating to or affecting the Landowner, its Affiliates, ownership of the Property, the Landowner’s development plan, the Landowner’s financing plan, the Landowner’s lenders, if any, and contractual arrangements of the Landowner or any Affiliate of the Landowner (including, if material to the Landowner’s development plan or the Landowner’s financing plan, other loans of such Affiliates) shall occur of which the undersigned has Actual Knowledge and which the undersign ed believes would cause the information under the sections of the Preliminary Official Statement indicated in Paragraph 6 hereof (and subject to the limitations and exclusions contained in Paragraph 6 hereof) , to contain an untrue statement of a material f act or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the undersigned shall notify the City and the Underwriter and if in the opinion of counsel to th e City or the Underwriter, such event requires the preparation and publication of a supplement or amendment to the Preliminary Official Statement, the Landowner shall reasonably cooperate with the City in the preparation of an amendment or supplement to th e Preliminary Official Statement in form and substance reasonably satisfactory to counsel to the City and to the Underwriter.
15. For the period through 25 days after the “end of the underwriting period” as defined in the Bond Purchase Agreement, if any event relating to or affecting the Landowner, its Affiliates, ownership of the Property, the Landowner’s development plan, the Landowner’s financing plan, t he Landowner’s lenders, if any, and contractual arrangements of the Landowner or any Affiliates of the Landowner (including, if material to the Landowner ’s development plan or the Landowner’s financing plan, other loans of such Affiliates) shall occur as a result of which it is necessary, in the reasonable opinion of the Underwriter or counsel to the City, to amend or supplement the Official Statement in order to make the Official Statement not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, the Landowner shall reasonably cooperate with the City and the Underwriter in the preparation of an amendment or supplement to the Official Statement in form and substance reasonably satisfactory to the Underwriter and Disclosure Counsel which will amend or supplement the Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time the Official Statement is delivered to a purchaser, not misleading.
16. On behalf of the Landowner, I have reviewed the contents of this Certificate and have met with counsel to the Landowner for the purpose of discussing the meaning of its contents.
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Unless otherwise indicated, capitalized terms used herein and not defined have the meanin g given to them in the Bond Purchase Agreement.
Dated: _____, 2022
K. HOVNANIAN HOMES NORTHERN
CALIFORNIA, INC., a California corporation
By:
Name:
Title:
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EXHIBIT I
CITY OF ROSEVILLE
SVSP WESTPARK-FEDERICO COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES)
SPECIAL TAX BONDS
SERIES 2022
CERTIFICATE OF TRI POINTE HOMES HOLDINGS, INC.
_____, 2022
In connection with the issuance and sale of the above -captioned bonds (the “ Bonds”), and pursuant to Section 4(d)(13) of the Bond Purchase Agreement (the “Bond Purchase Agreement”) to be executed by and bet ween City of Roseville, California (the “ City”), for and on behalf of the City of Roseville SVSP Westpark -Federico Community Facilities District No. 1 (Public Facilities) (the “District”), and Piper Sandler & Co. (the “ Underwriter”), t his Certificate of Tri Pointe Homes Holdings, Inc. (the “ Certificate”) is delivered by Tri Pointe Homes Holdings, Inc., a Delaware corporation (the “ Landowner”). Unless otherwise indicated, capitalized terms used herein and not defined have the meaning given to them in the Bond Purchase Agreement. The Landowner hereby represents, warrants and covenants to the City, the District and the Underwriter as of the date hereof that:
1. The Landowner is duly organized and validly existing under the laws of the State of Delaware and has all requisite corporate right, power and authority to: (i) execute and deliver this Certificate and the Continuing Disclosure Certificate (Tri Pointe Homes) to be executed by the Landowner in connection with the issuance and sale of the Bonds (the “ Continuing Disclosure Certificate”); and (ii) undertake all of the transactions on its part described in the Preliminary Official Statement.
2. As set forth in the Preliminary Official Statement, a portion of the property within the District is held in the name of the Landowner (herein, the “Property”). The undersigned, on behalf of the Landowner, makes the representations herein with respect to all such Property.
3. The Landowner has, or will have prior to the Closing, duly authorized the execution and delivery of t he Continuing Disclosure Certificate at the Closing and the performance by the Landowner of its obligations thereunder.
4. Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge of the Undersigned, 1 (a) the Landowner and its Affi liates2, are not in breach of or in default under
1 As used in this Certificate, the phrase “ Actual Knowledge of the Undersigned” means the actual (as opposed to con structive) knowledge that the undersigned currently has or has obtained through (i) interviews with such current officers and responsibl e employees of the Landowner as the undersigned has reasonably determined are likely, in the ordinary course of their re spective duties, to have knowledge of the matters set forth in this Certificate including the chief financial officer of the Landowner or, if the Landowner does not have a chief financial officer, the person who performs the functions usually associated wi th such officer (unless the undersigned is the chief financial officer or such person), and (ii) reviews of documents reasonably available to the undersigned and which the undersigned reasonably deemed necessary for the undersigned to execute this Certific ate. The undersigned has not conducted any extraordinary inspection or inquiry other than such inspections or inquiries as are prudent and customary in connection with the ordinary course of the Landowner’s current business and operations. The undersigned has not contacted any individuals who are no longer employed by, or associated with, the Landowner.
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any applicable judgment or decree or any loan agreement, option agreement, development agreement, indenture, bond or note (collectively, the “ Material Agreements ”) to which the Landowner or its Affiliates are a party or otherwise subject, which breach or default could reasonably be expected to materially and adversely affect the Landowner’s ability to complete the development of the Property as proposed in the Preliminary Official Statement or to pay the Spe cial Taxes due with respect to the Property (to the extent the responsibility of the Landowner) prior to delinquency and (b) no event has occurred and is continuing that with the passage of time or giving of notice, or both, would constitute such a breach or default.
5. Except as described in the Preliminary Official Statement, there is no material indebtedness of the Landowner or its Affiliates that is secured by an interest in the Property. To the Actual Knowledge of the Undersigned, neither the Landowner n or any of its Affiliates is in default on any obligation to repay borrowed money, which default is reasonably likely to materially and adversely affect the Landowner’s ability to complete the development of the Property as proposed in the Preliminary Offic ial Statement or to pay the Special Taxes due with respect to the Property (to the extent the responsibility of the Landowner) prior to delinquency.
6. Except as set forth in the Preliminary Official Statement, no action, suit, proceeding, inquiry or investigation at law or in equity, before or by any court, regulatory agency, public board or body is pending against the Landowner (with proper service of process to the Landowner having been accomplished) or, to the Actual Knowledge of the Undersigned, is pending against any Affiliate of the Landowner (with proper service of process to such Affiliate having been accomplished) or to the Actual Knowledge of the Undersigned is overtly threatened in writing against the Landowner or any such Affiliate which, if succes sful, is reasonably likely to materially and adversely affect the Landowner’s ability to complete the development of the Property as described in the Preliminary Official Statement or to pay the Special Tax (to the extent the responsibility of the Landowne r) prior to delinquency.
7. As of the date thereof, to the Actual Knowledge of the Undersigned, the Preliminary Official Statement, solely with respect to information contained therein with respect to the Landowner, its Affiliates, ownership of the Property, the Landowner’s development plan, the Landowner’s financing plan, the Landowner’s lenders, if any, and contractual arrangements of the Landowner or any Affiliate of the Landowner (including, if material to the Landowner’s development plan or the Landowner’ s financing plan, other loans of such Affiliates) as set forth under the captions “MERCHANT BUILDER DEVELOPMENT —Tri Pointe Homes,” “OWNERSHIP OF PROPERTY WITHIN THE DISTRICT —Tri Pointe Homes” and “CONTINUING DISCLOSURE —Master Developer and Merchant Builder s—Tri Pointe Homes Prior Compliance ” (excluding therefrom, in each case, information which is identified as having been provided by a source other than the Landowner), is true and correct in all material respects and did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
2 “Affiliate” means any Person directly (or indirectly through one or more intermediaries) that exercises managerial control over the Landowner or that is under managerial control of the Landowner, and about whom information could be material to potential investors in their investment decision regarding the Bonds . “Person” means an individual, a corporation, a partnership, a limited liability company, an a ssociation, a joint stock company, a trust, any unincorporated organization or a government or political subdivision thereof.
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8. The Landowner covenants that, while the Bonds or any refunding obligations related thereto are outstanding, the Landowner and its Affiliates which it controls will not bring any action, suit, proceeding, inquiry or investigation, at law or in equity, before any court, regulatory agency, public board or body that in any way seeks to challeng e or overturn the formation of the District, to challenge the adoption of the ordinance of the City levying Special Taxes within the District, to invalidate the District or any of the Bonds or any refunding bonds related thereto, or to invalidate the special tax liens imposed under Section 3115.5 of the Streets and Highways Code based on recordation of the amended notice of special tax lien relating thereto. The foregoing covenant shall not prevent the Landowner in any way from bringing any action, suit, p roceeding, inquiry or investigation, at law or in equity, before any court, regulatory agency, public board or body, including, without limitation, (a) an action or suit contending that the Special Tax has not been levied in accordance with the methodologies contained in the District’s Rate and Method of Apportionment of Special Taxes pursuant to which the Special Taxes are levied, (b) an action or suit with respect to the application or use of the Special Taxes levied and collected, (c) an action or suit t o enforce the obligations of the City and/or the District under the Formation Documents, the District Documents, or any other agreements among the Landowner or any Affiliate, the City, and/or the District or to which the Landowner or an Affiliate is a party or beneficiary (including, but not limited to, the Fiscal Agent Agreement).
9. Except as disclosed in the Preliminary Official Statement or as a matter of public record (including, without limitation, liens for ad valorem tax obligations), to the Actual Kno wledge of the Undersigned, no public debt secured by a tax or assessment on the Property exists or is in the process of being authorized that would include any portion of the Property.
10. To the Actual Knowledge of the Undersigned, the Landowner has not been delinquent to any material extent in the payment of any ad valorem property tax, special assessment or special tax on property owned by the Landowner during the period of its ownership included within the boundaries of a community facilities district or an assessment district within California within the last five (5) years that (a) caused a draw on a reserve fund relating to such assessment district or community facilities district financing or (b) resulted in a foreclosure action being commenced against the Landowner in a court of law.
11. The Landowner intends to comply with the provision of the Mello -Roos Community Facilities District Act of 1982, as amended relating to the Notice of Special Tax described in Government Code Section 53341.5 in connection with the sale of the Property, or portions thereof.
12. To the Actual Knowledge of the Undersigned, the Landowner is able to pay its bills as they become due and no legal proceedings are pending against the Landowner (with proper service of process to the Landowne r having been accomplished) or, to the Actual Knowledge of the Undersigned, threatened in writing in which the Landowner may be adjudicated as bankrupt or discharged from any and all of its debts or obligations, or granted an extension of time to pay its debts or obligations, or be allowed to reorganize or readjust its debts, or be subject to control or supervision of the Federal Deposit Insurance Corporation.
13. Based upon its current development plans, including, without limitation, its current budget, and s ubject to economic conditions and risks generally inherent in the development of real property, many of which are beyond the control of the Landowner, and except as disclosed in the Preliminary Official Statement including in the sections entitled “MERCHANT BUILDER DEVELOPMENT—Tri Pointe Homes” and “OWNERSHIP OF PROPERTY WITHIN THE I-4
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DISTRICT—Tri Pointe Homes” the Landowner currently expects that it will have sufficient funds and/or sources of funds to complete the development of the Property as described in the Preliminary Official Statement and to pay Special Taxes (to the extent the responsibility of the Landowner) levied against the Property prior to delinquency. The Landowner reserves the right to change its development plan and financing plan for the Property at any time without notice.
14. Solely as to the limited information described in Paragraph 7 above (and subject to the exclusions and limitations set forth therein), the Landowner agrees to indemnify and hold harmless, to the extent permitted by law, the City, the District, and their officials and employees, and each Person, if any (each, an “ Indemnified Party” and together, the “ Indemnified Parties”), who controls any of the foregoing within the meaning of Section 15 of the Securities Act of 1933, as amended, or of Section 20 of the Securities Exchange Act of 1934, as amended, against all claims, damages, or liabilities (collectively, “Claims”) incurred by an Indemnified Party under any statute or at law or in equity, to the extent that such Claims arise from an untrue statement by the Landowner of a material fact contained in the information described in Paragraph 7 above (and subject to the exclusions and limitations set forth therein), as of the date of the Preliminary Official Statement, or the omiss ion by the Landowner to state in the Preliminary Official Statement, as of its date, a material fact necessary to make the statements made by the Landowner contained therein, in light of the circumstances under which they were made not misleading. This in demnity provision shall not be construed as a limitation on any other liability which the Landowner may otherwise have to any Indemnified Party, provided that in no event shall the Landowner be obligated for double indemnification. Further, in no event sh all the Landowner’s liability under this indemnification provision extend to any claims, damages, liability, losses or costs arising out of or related to the negligence or willful misconduct of an Indemnified Party.
In the event that a covered Claim is bro ught against any Indemnified Party, such Indemnified Party shall promptly notify the Landowner in writing; provided that the failure to notify the Landowner shall not relieve it from any liability that it may have hereunder except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Landowner shall not relieve it from any liability that it may have to an Indemnified Party otherwise than under the above paragraph. If any proceeding shall be brought or asserted against an Indemnified Party upon a covered Claim, and it shall have notified the Landowner thereof, the Landowner shall retain counsel reasonably satisfactory to the Indemnified Party (who shall not, without the consent of the Indemnified Party, be counsel to the Landowner) to represent the Indemnified Party in such proceeding regarding the covered Claim and shall pay the fees and expenses of such counsel solely with respect to such proceeding, as incurred. Any Indemnified Party shall have the right to retain its own counsel in such proceeding, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Landowner and the Indemnified Party shall have mutually agreed to the contrary; (ii) the Landowner has failed within a reasonable time to retain counsel reasonably satisfactory to th e Indemnified Party; (iii) the Indemnified Party shall have reasonably concluded that there may be legal defenses available to the Landowner such that a material conflict of interest exists for such counsel; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Landowner and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interest between them. It is understood and agreed that the Landowner shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Parties, and that all such fees and expenses, to the extent reasonable, shall be paid or reimbursed as they are incurred. Any such separate firm shall be designated in writing by such I-5
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Indemnified Parties. The Landowner shall not be liable for any settlement of any proceeding effected without its written consent. The Landowner shall not, without the written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding upon a covered Claim in respect of which any Indemnified Party is a party an d to the extent indemnification could have been sought hereunder, unless such settlement (x) includes an unconditional release of such Indemnified Party, in form and substance reasonably satisfactory to such Indemnified Party, from all liability on claims that are the subject matter of such proceeding and as to which the Landowner has an obligation to indemnify such Indemnified Party, and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party.
15. If, between the date hereof and the Closing Date any event relating to or affecting the Landowner, its Affiliates, ownership of the Property, the Landowner’s development plan, the Landowner’s financing plan, the Landowner’s lenders, i f any, and contractual arrangements of the Landowner or any Affiliate of the Landowner (including, if material to the Landowner’s development plan or the Landowner’s financing plan, other loans of such Affiliates) shall occur of which the undersigned has a ctual knowledge and which the undersigned believes would cause the information under the sections of the Preliminary Official Statement indicated in Paragraph 7 hereof (and subject to the exclusions and limitations set forth therein), to contain an untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the undersigned shall notify the City and the Underwriter and if in the opinion of counsel to the City or the Underwriter, such event requires the preparation and publication of a supplement or amendment to the Preliminary Official Statement, the Landowner shall reasonably cooperate with the City in the preparation of an amendment or supplement to the Preliminary Official Statement in form and substance reasonably satisfactory to counsel to the City and to the Underwriter.
16. On behalf of the Landowner, I have reviewed the contents of this Certificate and have met with counsel to the Landowner for the purpose of discussing the meaning of its contents.
[Remainder of Page Intentionally Left Blank]
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The undersigned has executed this Certificate solely in his or her capacity as an authorized officer or representative of the Landowner and he or she will have no personal liability arising from or relating to this Certificate. Any liability arising from or relating to this Certificate may only be asserted against the Landowner.
TRI POINTE HOMES HOLDINGS, INC.,
a Delaware corporation
By:
Philip S. Bodem
Division President – Sacramento
Jones Hall Draft of Feb. 22, 2022
SUPPLEMENTAL AGREEMENT NO. 2 TO FISCAL AGENT AGREEMENT by and between CITY OF ROSEVILLE and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Fiscal Agent Dated as of April 1, 2022 Relating to: $___________ City of Roseville SVSP Westpark-Federico Community Facilities District No. 1 (Public Facilities) Special Tax Bonds Series 2022
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TABLE OF CONTENTS SECTION 1. Supplement to Fiscal Agent Agreement ............................................................................. 2 ARTICLE XI 2022 BONDS Section 11.01. Definitions ....................................................................................................... 2 Section 11.02. Authorization of 2022 Bonds ........................................................................... 4 Section 11.03. Terms of 2022 Bonds ...................................................................................... 4 Section 11.04. Redemption of 2022 Bonds ............................................................................ 5 Section 11.05. Form of 2022 Bonds; Authentication and Delivery .......................................... 8 Section 11.06. Application of Proceeds of Sale of 2022 Bonds .............................................. 9 Section 11.07. 2022 Costs of Issuance Fund ......................................................................... 9 Section 11.08. Procedure for Disbursement of 2022 Improvement Account ........................ 10 Section 11.09. Security for 2022 Bonds ................................................................................ 10 Section 11.10. Effect of this Article XI ................................................................................... 10 SECTION 2. Attachment of Exhibit D .................................................................................................... 10 SECTION 3. Prior and Additional Amendments to Original Fiscal Agent Agreement ........................... 10 SECTION 4. Partial Invalidity ................................................................................................................ 12 SECTION 5. Execution in Counterparts ................................................................................................ 12 SECTION 6. Governing Law ................................................................................................................. 12 EXHIBIT D TO FISCAL AGENT AGREEMENT - FORM OF 2022 BONDS D-1
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SUPPLEMENTAL AGREEMENT NO. 2 TO FISCAL AGENT AGREEMENT THIS SUPPLEMENTAL AGREEMENT NO. 2 TO FISCAL AGENT AGREEMENT (this “Supplemental Agreement No. 2”), dated as of April 1, 2022, is by and between the CITY OF ROSEVILLE, a charter city and public body, corporate and politic, organized and existing under and by virtue of the Constitution and laws of the State of California (the “City”) for and on behalf of the City of Roseville SVSP Westpark-Federico Community Facilities District No. 1 (Public Facilities) (the “District”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as fiscal agent (the “Fiscal Agent”) under a Fiscal Agent Agreement, dated as of November 1, 2019, by and between the Fiscal Agent and the City (the “Original Fiscal Agent Agreement”), which was previously supplemented and amended by Supplemental Agreement No. 1 to Fiscal Agent Agreement, dated as of May 1, 2022, by and between the Fiscal Agent and the City. RECITALS: WHEREAS, the City Council of the City has formed the District 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. 19-259 of the City Council adopted on October 2, 2019; and WHEREAS, the City Council, as the legislative body of the District, is authorized under the Act to levy special taxes to pay for the costs of facilities within the District and to authorize the issuance of bonds secured by said special taxes under the Act; and WHEREAS, the Council, as legislative body of the District, previously authorized the issuance of special tax bonds of the City for the District in the maximum aggregate principal amount of not to exceed $90,000,000 (the “Bond Authorization”); and WHEREAS, pursuant to the provisions of the Act and the Original Fiscal Agent Agreement, the City issued, for and on behalf of the District, $7,745,000 initial principal amount of City of Roseville SVSP Westpark-Federico Community Facilities District No. 1 (Public Facilities) Special Tax Bonds, Series 2019 (the “2019 Bonds”) for the purpose of financing various public improvements authorized to be funded by the District, which 2019 Bonds constituted the first series of bonds issued pursuant to the Bond Authorization; and WHEREAS, pursuant to the provisions of the Act and Supplemental Agreement No. 1, the City issued, for and on behalf of the District, $8,130,000 initial principal amount of City of Roseville SVSP Westpark-Federico Community Facilities District No. 1 (Public Facilities) Special Tax Bonds, Series 2021 (the “2021 Bonds”) for the purpose of financing various public improvements authorized to be funded by the District, which 2021 Bonds constituted the second series of bonds issued pursuant to the Bond Authorization; and WHEREAS, Section 5.17 of the Original Fiscal Agent Agreement authorizes the issuance by Supplemental Agreement of Additional Bonds (as such terms are defined in the Original Fiscal Agent Agreement) secured under the Original Fiscal Agent Agreement, secured on parity with the 2019 Bonds and 2021 Bonds; and WHEREAS, after due investigation and deliberation the City has determined that it is in the interests of the City and the District at this time for the City, for and on behalf of the District, to provide for the issuance of City of Roseville Community Facilities District No. 1 Special Tax
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Bonds, Series 2022 (the “2022 Bonds”), to provide moneys needed to construct and acquire facilities necessary for development of property within the City; and WHEREAS, this Supplemental Agreement No. 2 is a “Supplemental Agreement” as defined in Section 1.03 of the Original Fiscal Agent Agreement and the 2022 Bonds are “Additional 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. 2, on parity with the 2019 Bonds and 2021 Bonds; WHEREAS, the City and the Fiscal Agent desire to enter into this Supplemental Agreement No. 2 pursuant to Sections 5.17 of the Original Fiscal Agent Agreement to provide for the issuance of the 2022 Bonds; WHEREAS, in providing for the issuance of the 2022 Bonds, it is necessary to supplement and amend the Original Fiscal Agent Agreement, as more particularly provided in Section 1 and Section 2 hereof, as such supplements and amendments are authorized by Sections 5.17 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 2022 Bonds, when executed by the City for the District, authenticated and delivered by the Fiscal Agent and duly issued, the valid, binding and legal special obligations of the City for the District, and to constitute the Original Fiscal Agent Agreement, as amended and supplemented by this Supplemental Agreement No. 2, 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. 2 have been in all respects duly authorized. AGREEMENT: 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 5.17 and 8.01 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 XI. Such Article XI shall read in its entity as follows: ARTICLE XI 2022 BONDS Section 11.01. Definitions. The Original Fiscal Agent Agreement is amended to add and/or modify the following definitions to Section 1.03. “Article XI” means this Article XI which has been incorporated in and made a part of this Agreement pursuant to Supplemental Agreement No. 2, together with all amendments of and supplements to this Article XI entered into pursuant to the provisions of Section 8.01.
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“Closing Date” means with respect to each series of Bonds, the date upon which there is a physical delivery of the Bonds in exchange for the amount representing the purchase price of the Bonds by the Original Purchaser thereof, for the 2022 Bonds being April ___, 2022. “Continuing Disclosure Certificate” means (i) with respect to the 2019 Bonds, the Continuing Disclosure Certificate, dated as of November 6, 2019, by and among the City and Willdan Financial Services, (ii) with respect to the 2021 Bonds, the Continuing Disclosure Certificate, dated as of May 5, 2021, by and among the City and Willdan Financial Services in its capacity as Dissemination Agent, and (iii) with respect to the 2022 Bonds, the Continuing Disclosure Certificate, dated as of April ___, 2022, as originally executed and as it may be amended from time to time in accordance with the terms thereof. “Interest Payment Dates” means (i) with respect to the 2019 Bonds, March 1 and September 1 of each year, commencing March 1, 2020, (ii) with respect to the 2021 Bonds, March 1 and September 1 of each year, commencing September 1, 2021, and (iii) with respect to the 2022 Bonds, March 1 and September 1 of each year, commencing September 1, 2022. “Supplemental Agreement No. 1” means Supplemental Agreement No. 1 to Fiscal Agent Agreement, dated as of May 1, 2021, between the City, for and on behalf of the District, and the Fiscal Agent. “Supplemental Agreement No. 2” means this Supplemental Agreement No. 2 to Fiscal Agent Agreement, dated as of April 1, 2022, between the City, for and on behalf of the District, and the Fiscal Agent. “2022 Bonds” means the City of Roseville SVSP Westpark-Federico Community Facilities District No. 1 (Public Facilities) Special Tax Bonds, Series 2022, authorized to be issued under Section 11.02. “2022 Capitalized Interest Account” means the account by that name established in Section 3(C) of this Supplemental Agreement No. 2. “2022 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 2022 Bonds, which items of expense shall include, but not be limited to, printing costs, costs of reproducing and binding documents, closing costs, filing and recording fees, initial fees, expenses and charges of the Fiscal Agent including its first annual administration fee, expenses incurred by the City in connection with the issuance of the 2022 Bonds, financial advisor fees, 2022 Bond (underwriter’s) discount or underwriting fee, legal fees and charges, including bond counsel, disclosure counsel, charges for execution, transportation and safekeeping of the 2022 Bonds and other costs, charges and fees in connection with the foregoing. “2022 Costs of Issuance Fund” means the fund by that name established and held by the Fiscal Agent pursuant to Section 11.07. “2022 Improvement Account” means the account by that name established in Section 3(B) of this Supplemental Agreement No. 2. “2022 Reserve Account of the Reserve Fund” means the account by that name established in Section 11.06(B).
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“Term 2022 Bonds” means the 2022 Bonds maturing September 1, 20__, September 1, 20__, September 1, 20__ and September 1, 20__. Section 11.02. Authorization of 2022 Bonds. 2022 Bonds in the aggregate principal amount of $___________ are hereby authorized to be issued as Additional Bonds under and subject to the terms of this Agreement, the Act, and other applicable laws of the State of California. Section 11.03. Terms of 2022 Bonds. (A) Form; Denominations. The 2022 Bonds shall be issued as fully registered Bonds without coupons in the denomination of $5,000 or any integral multiple of $5,000 in excess thereof. (B) Date of Bonds. The 2022 Bonds shall be dated the Closing Date for the 2022 Bonds. (C) CUSIP Identification Numbers. “CUSIP” identification numbers shall be imprinted on the 2022 Bonds, but such numbers shall not constitute a part of the contract evidenced by the 2022 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 2022 Bonds. In addition, failure on the part of the City or the Fiscal Agent to use such CUSIP numbers in any notice to Owners shall not constitute an event of default or any violation of the City’s contract with such Owners and shall not impair the effectiveness of any such notice. (D) Maturities, Interest Rates. The 2022 Bonds shall mature and become payable on September 1 in each of the years, and shall bear interest at the rates per annum (based on a 360-day year composed of 12 30-day months) as follows: Maturity (Sept. 1) Principal Amount Interest Rate CUSIP (777870) (E) Interest and Method of Payment. Interest on the 2022 Bonds shall be payable as provided in Section 2.02(E) of this Agreement, with the Closing Date as used therein being the Closing Date as defined in Section 1.03, and payments shall be made on the 2022 Bonds as provided in Section 2.02(F), with the first Interest Payment Date being September 1, 2022.
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Section 11.04. Redemption of 2022 Bonds. (A) Redemption. (i) Optional Redemption. The 2022 Bonds may be redeemed prior to maturity at the option of the City from any source of available funds other than prepayment of the Special Tax by property owners, as a whole or in part, on any date on and after September 1, 2029 at the following respective redemption prices (expressed as percentages of the principal amount of the 2022 Bonds to be redeemed), plus accrued interest thereon to the date of redemption: Redemption Dates Redemption Price September 1, 2029 through August 31, 2030 103% September 1, 2030 through August 31, 2031 102 September 1, 2031 through August 31, 2032 101 September 1, 2032 and any date thereafter 100 (ii) Mandatory Redemption From Prepayments. The 2022 Bonds shall be subject to mandatory redemption from prepayments of the Special Tax by property owners on any Interest Payment Date, in whole or in part among maturities, and by lot within a maturity, and among the 2019 Bonds, 2021 Bonds, 2022 Bonds and any Additional Bonds, as shall be specified by the City, at the following respective redemption prices (expressed as percentages of the principal amount of the 2022 Bonds to be redeemed), plus accrued interest thereon to the date of redemption: Redemption Dates Redemption Price September 1, 2022 through and including March 1, 2030 103% September 1, 2030 and March 1, 2031 102 September 1, 2031 and March 1, 2032 101 September 1, 2032 and any Interest Payment Date thereafter 100 (iii) Mandatory Sinking Payment Redemption. The Term 2021 Bonds maturing September 1, 20__, September 1, 20__, September 1, 20__ and September 1, 20__ are subject to mandatory sinking payment redemption in part on September 1, 20__, September 1, 20__ September 1, 20__ and September 1, 20__, respectively, and on each September 1 thereafter to maturity, by lot, at a redemption price equal to 100% of the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts as set forth in the following tables:
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Term 2021 Bonds Maturing September 1, 20__ Mandatory Redemption Date (Sept. 1) Sinking Fund Payment Term 2021 Bonds Maturing September 1, 20__ Mandatory Redemption Date (Sept. 1) Sinking Fund Payment Term 2021 Bonds Maturing September 1, 20__ Sinking Fund Redemption Date (Sept. 1) Sinking Fund Payment Term Bonds Maturing September 1, 20__ Sinking Fund Redemption Date (Sept. 1) Sinking Fund Payment The amounts in the foregoing table shall be reduced pro rata, in order to maintain substantially uniform debt service, as a result of any prior partial optional redemption or mandatory redemption of the 2022 Bonds as directed by the City in an Officer’s Certificate, which direction shall include a revised sinking fund schedule. In lieu of redemption under this Section 11.04, moneys in the Bond Fund may be used and withdrawn by the Fiscal Agent for purchase of Outstanding 2022 Bonds, upon the filing with the Fiscal Agent of an Officer’s Certificate requesting such purchase, at public or private sale as
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and when, and at such prices (including brokerage and other charges) as such Officer’s Certificate may provide, but in no event may 2022 Bonds be purchased at a price in excess of the principal amount thereof, plus interest accrued to the date of purchase. (B) Notice to Fiscal Agent. The City shall give the Fiscal Agent an Officer’s Certificate containing notice of its intention to redeem 2022 Bonds pursuant to subsections (A)(i) and (A)(ii) not less than 35 days prior to the applicable redemption date, unless waived by the Fiscal Agent. (C) Purchase of Bonds in Lieu of Redemption. In lieu of redemption under Section 11.04(A), moneys in the Bond Fund may be used and withdrawn by the Fiscal Agent for purchase of Outstanding 2022 Bonds, upon the filing with the Fiscal Agent of an Officer’s Certificate requesting such purchase, at public or private sale as and when, and at such prices (including brokerage and other charges) as such Officer’s Certificate may provide, but in no event may 2022 Bonds be purchased at a price in excess of the principal amount thereof, plus interest accrued to the date of purchase and any premium which would otherwise be due if such 2022 Bonds were to be redeemed in accordance with this Agreement. (D) Redemption Procedure by Fiscal Agent. The Fiscal Agent shall cause notice of any redemption to be mailed by electronic or first class mail, postage prepaid, at least 20 days but not more than 60 days prior to the date fixed for redemption, to the Securities Depositories and to the Municipal Securities Rulemaking Board, and to the respective registered Owners of any 2022 Bonds designated for redemption, at their addresses appearing on the 2022 Bond registration books in the Principal Office of the Fiscal Agent; but such mailing 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 2022 Bonds. Such notice shall state the redemption date and the redemption price and, if less than all of the then Outstanding 2022 Bonds are to be called for redemption, shall designate the CUSIP numbers and 2022 Bond numbers of the 2022 Bonds to be redeemed by giving the individual CUSIP number and 2022 Bond number of each 2022 Bond to be redeemed or shall state that all 2022 Bonds between two stated 2022 Bond numbers, both inclusive, are to be redeemed or that all of the 2022 Bonds of one or more maturities have been called for redemption, shall state as to any 2022 Bond called in part the principal amount thereof to be redeemed, and shall require that such 2022 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 2022 Bonds will not accrue from and after the redemption date. The City has the right to rescind any notice of the optional redemption of 2022 Bonds under Section 11.04(A)(i) by written notice to the Fiscal Agent on or prior to two Business Days prior to the date fixed for redemption. Any notice of redemption shall be cancelled and annulled if for any reason funds will not be or are not available on the date fixed for redemption for the payment in full of the 2022 Bonds then called for redemption, and such cancellation shall not constitute an event of default. The City and the Fiscal Agent have no liability to the Owners or any other party related to or arising from such rescission of redemption. The Fiscal Agent shall mail notice of such rescission of redemption in the same manner as the original notice of redemption was sent under this Section. Upon the payment of the redemption price of 2022 Bonds being redeemed, each check or other transfer of funds issued for such purpose shall, to the extent practicable, bear the
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CUSIP number identifying, by issue and maturity, of the 2022 Bonds being redeemed with the proceeds of such check or other transfer. Whenever provision is made in this Agreement for the redemption of less than all of the 2022 Bonds of any maturity, the Fiscal Agent shall select the 2022 Bonds to be redeemed, from all 2022 Bonds or such given portion thereof of such maturity by lot in any manner which the Fiscal Agent in its sole discretion shall deem appropriate. Upon surrender of 2022 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 2022 Bond or 2022 Bonds, of the same series and maturity, of authorized denominations in aggregate principal amount equal to the unredeemed portion of the 2022 Bond or 2022 Bonds. (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 2022 Bonds so called for redemption shall have been deposited in the Bond Fund, such 2022 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 such notice. All 2022 Bonds redeemed and purchased by the Fiscal Agent pursuant to this Section shall be canceled by the Fiscal Agent. The Fiscal Agent shall destroy the canceled 2022 Bonds and issue a certificate of destruction thereof to the City. Section 11.05. Form of 2022 Bonds; Authentication and Delivery. (A) Form of 2022 Bonds. The 2022 Bonds, the form of Fiscal Agent’s certificate of authentication, and the form of assignment to appear thereon, shall be substantially in the respective forms set forth in Exhibit D attached hereto and by this reference incorporated herein, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Agreement and the Act. (B) Execution of 2022 Bonds. The 2022 Bonds shall be executed on behalf of the City by the Mayor and the City Clerk of the City who are in office on the date of adoption of this Agreement or at any time thereafter, and the seal of the City may be impressed, imprinted or reproduced by facsimile signature thereon. If any officer whose signature appears on any 2022 Bond ceases to be such officer before delivery of the 2022 Bonds to the Owner, such signature shall nevertheless be as effective as if the officer had remained in office until the delivery of the 2022 Bonds to the Owner. Any 2022 Bond may be signed and attested on behalf of the City by such persons as at the actual date of the execution of such 2022 Bond shall be the proper officers of the City although at the nominal date of such 2022 Bond any such person shall not have been such officer of the City. Only such of the 2022 Bonds as shall bear thereon a certificate of authentication in the form set forth in Exhibit D, manually or electronically 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 evidence that such 2022 Bonds have been duly authenticated and delivered hereunder and are entitled to the benefits of this Agreement.
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(C) Authentication and Delivery of 2022 Bonds. At any time after the execution of Supplemental Agreement No. 2 and delivery by the City of an Officer’s Certificate that the requirements of Section 5.17 for the issuance of the 2022 Bonds as Additional Bonds have been met, the City may issue the 2022 Bonds for the District in the aggregate principal amount set forth in Section 11.02 and deliver the 2022 Bonds to the Original Purchaser. The Authorized Officers of the City are hereby authorized and directed to deliver any and all documents and instruments necessary to cause the issuance of the 2022 Bonds in accordance with the provisions of the Act and this Agreement, as supplemented by Supplemental Agreement No. 2, to authorize the payment of 2022 Costs of Issuance and costs of the Project by the Fiscal Agent from the proceeds of the 2022 Bonds and to do and cause to be done any and all acts and things necessary or convenient for delivery of the 2022 Bonds to the Original Purchaser. The provisions of Sections 2.06 through 2.13 of the Original Fiscal Agent Agreement shall apply to the 2022 Bonds in a like manner as applied to the 2022 Bonds. Section 11.06. Application of Proceeds of Sale of 2022 Bonds. (A) The proceeds of the purchase of the 2022 Bonds by the Original Purchaser in the amount of $____________, which is the principal amount thereof ($___________.00) plus original issue premium of $____________ and less Underwriter’s discount of $_________, shall be paid to the Fiscal Agent, who shall forthwith set aside, pay over and deposit such proceeds on the Closing Date as follows: (i) Deposit in the 2022 Improvement Account of the Improvement Fund $__________; (ii) Deposit in the 2022 Reserve Account of the Reserve Fund $_____________; (iii) Deposit in the 2022 Capitalized Interest Account of the Bond Fund $______________; and (iv) Deposit in the 2022 Costs of Issuance Fund $__________. (B) In accordance with Section 4.03(A), the Fiscal Agent shall establish a separate subaccount within the Reserve Fund known as the “2022 Reserve Account,” into which the amounts set forth in Section 11.06(A)(ii) shall be deposited. The 2022 Reserve Account shall be held by the Fiscal Agent within the Reserve Fund, and administered as set forth in the Agreement. Amounts available in the 2022 Reserve Account shall be available to pay interest and principal on the 2022 Bonds in accordance with this Agreement. (C) The Fiscal Agent may, in its discretion, establish a temporary fund or account in its books and records to facilitate transfers required under this Section 11.06. Section 11.07. 2022 Costs of Issuance Fund. There is hereby established a separate fund to be known as the “2022 Costs of Issuance Fund”, which shall be held by the Fiscal Agent in trust. Amounts in the Costs of Issuance Fund shall be disbursed from time to time to pay 2022 Costs of Issuance, as set forth in an Officer’s Certificate containing respective amounts to be paid to the designated payees, signed by an Authorized Officer and delivered to the Fiscal Agent. The Fiscal Agent shall pay all 2022 Costs of Issuance upon receipt of an invoice from any such payee which requests payment in an amount which is less than or equal to the amount set forth with respect to such payee in such Officer’s Certificate, or upon receipt of an Officer’s
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Certificate requesting payment of a 2022 Costs of Issuance not listed on the initial Officer’s Certificate delivered to the Fiscal Agent on the Closing Date. Each such Officer’s Certificate shall be sufficient evidence to the Fiscal Agent of the facts stated therein and the Fiscal Agent shall have no duty to confirm the accuracy of such facts. The Fiscal Agent shall maintain the 2022 Costs of Issuance Fund until 60 days after the Closing Date, and shall transfer any moneys remaining therein on such date, including any investment earnings thereon, to the 2022 Improvement Account. Thereafter, every invoice received by the Fiscal Agent shall be paid from amounts on deposit in the 2022 Improvement Account and the Fiscal Agent shall close the 2022 Costs of Issuance Fund. Moneys in the 2022 Costs of Issuance Fund shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits resulting from said investment shall be retained by the Fiscal Agent in the 2022 Costs of Issuance Fund to be used for the purposes of such fund. Section 11.08. Procedure for Disbursement of 2022 Improvement Account. (A) Disbursements. Disbursements from the 2022 Improvement Account shall be made by the Fiscal Agent according to the procedure set forth in Section 3.04, including the limitations of liability for the Fiscal Agent, and an Officer’s Certificate substantially in the form of Exhibit B to the Agreement (except that in such Officer’s Certificate, reference shall be made to the 2022 Improvement Account and to the 2022 Bonds). (B) Investment. Moneys in the Improvement Fund and the accounts established thereunder shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits from the investment of amounts in the Improvement Fund shall be retained by the Fiscal Agent in the Improvement Fund to be used for the purposes of the Improvement Fund. (C) Closing of Fund. Upon the filing of an Officer’s Certificate stating that the portion of the Project to be financed from the Improvement Fund and the accounts established thereunder has been completed and that all costs of such portion of the Project have been paid or are not required to be paid from the Improvement Fund, the Fiscal Agent shall transfer the 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 Section 4.02 and the Improvement Fund shall be closed. Section 11.09. Security for 2022 Bonds. The 2022 Bonds shall be Additional Bonds which shall be secured in the manner and to the extent set forth in Articles IV and V, and in this Article XI. Section 11.10. Effect of this Article XI. Except as in this Article XI expressly provided or except to the extent inconsistent with any provision of this Article XI, the 2022 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 2022 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 XI. SECTION 2. Attachment of Exhibit D. The Original Fiscal Agent Agreement is hereby further amended by incorporating therein an Exhibit D setting forth the form of the 2022 Bonds, which shall read in its entirety as set forth in Exhibit D attached hereto and hereby made a part hereof. SECTION 3. Prior and Additional Amendments to Original Fiscal Agent Agreement.
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(A) In addition to amendments specific to the 2021 Bonds, Supplemental Agreement No. 1 amended the Original Fiscal Agent Agreement as follows: (i) The second paragraph of Section 8.01 of the Agreement was amended by deleting the period at the end of clause (D) thereof and by inserting therein, in lieu thereof, the following: “; and (E) in connection with the issuance of Additional Bonds under Section 5.17 hereof.” (ii) The statement “the Reserve Requirement for the 2019 Bonds shall not increase after the date of issuance of the 2019 Bonds” in the definition of “Reserve Requirement” was amended to read as follows: “the Reserve Requirement for each series of Bonds shall not increase after the date of issuance of such series of Bonds.” (iii) Article V of the Agreement was amended by adding thereto, as a new and additional section, designated Section 5.19, the following: Section 5.19. No Enforced Sanctions. The City covenants and represents that (i) neither it nor any of its subdivisions affiliates, subsidiaries, directors or officers are the target or subject of any sanctions enforced by the US Government, (including, the Office of Foreign Assets Control of the US Department of the Treasury (“OFAC”)), the United Nations Security Council, the European Union, HM Treasury, or other relevant sanctions authority (collectively “Sanctions”); and (ii) neither it nor any of its subdivisions affiliates, subsidiaries, directors or officers will use any payments made pursuant to this Agreement (i) to fund or facilitate any activities of or business with any person who, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business with any country or territory that is the target or subject of Sanctions, or (iii) in any other manner that will result in a violation of Sanctions by any person. (B) In addition to amendments specific to the 2022 Bonds, Supplemental Agreement No. 2 hereby amends the Original Fiscal Agent Agreement as follows: (i) Section 3.04(A) of the Agreement is hereby amended by adding thereto, as a new third sentence thereof, the following: “There is also hereby created within the Improvement Fund a separate account designated as the “2022 Improvement Account” of the Improvement Fund, which account is hereby established for purposes of accounting for the use and disposition of 2022 Bond proceeds directed to the Improvement Fund pursuant to Section 11.06 and 11.08. (ii) Section 4.02(A) of the Agreement is hereby amended by adding thereto, as a new last sentence of the third paragraph thereof, the following: “There is also hereby created within the Bond Fund a “2022 Capitalized Interest Account” which account is hereby established for purposes of accounting for the disposition of 2022 Bonds, a portion of the proceeds of which will be deposited to such 2022 Capitalized Interest Account pursuant to Section 11.06. The amount deposited to the 2022 Capitalized Interest Account and any investment earnings thereon shall be used solely to make payments on the 2022 Bonds, and the amount deposited to the 2022 Capitalized Interest Account and any investment earnings thereon shall be applied solely to make payments on the 2022 Bonds as follows:
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September 1, 2022: The amount necessary, taking into account any amounts then on deposit in the Bond Fund available for such purpose, to pay interest on the 2022 Bonds on the Interest Payment Date which occurs on such dates. (iii) Section 4.03(A) of the Agreement is hereby amended to add a new third paragraph as follows: Establishment of 2022 Reserve Account of the Reserve Fund. There is hereby established as a separate account within the Reserve Fund to be held by the Fiscal Agent, the 2022 Reserve Account, to the credit of which a deposit shall be made as required by Section 11.06(A)(ii) and deposits shall be made as applicable to each Series as provided in Section 3.03(B). Moneys in the 2022 Reserve Account shall be held in trust by the Fiscal Agent for the benefit of the Owners of the 2022 Bonds for the payment of principal of, and interest on, all Outstanding 2022 Bonds and shall be subject to a lien in favor of the Owners of the 2022 Bonds on an equal basis. (iv) References in the Original Fiscal Agent Agreement to the 2019 Bonds which, if the context requires reference to the 2019 Bonds, 2021 Bonds, 2022 Bonds and any Additional Bonds in order to maintain the parity relationship of the 2019 Bonds, 2021 Bonds, 2022 Bonds and any Additional Bonds and the security therefor, shall be deemed to refer to “Bonds” as defined in the Original Fiscal Agent Agreement. SECTION 4. Partial Invalidity. If any section, paragraph, sentence, clause or phrase of this Supplemental Agreement No. 2 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. 2. The City hereby declares that it would have entered into this Supplemental Agreement No. 2 and each and every other Section, paragraph, sentence, clause or phrase hereof and authorized the issue of the 2021 Bonds pursuant thereto irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses, or phrases of this Supplemental Agreement No. 2 may be held illegal, invalid or unenforceable. SECTION 5. Execution in Counterparts. This Supplemental Agreement No. 2 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 6. Governing Law. This Supplemental Agreement No. 2 shall be construed and governed in accordance with the laws of the State of California applicable to contracts made and performed in such State.
[Signature Page to Supplemental Agreement No. 1 to Fiscal Agent Agreement dated as of April 1, 2022] IN WITNESS WHEREOF, the City and the Fiscal Agent have caused this Supplemental Agreement No. 2 to Fiscal Agent Agreement to executed as of April 1, 2022. CITY OF ROSEVILLE, a municipal corporation, for and on behalf of the City of Roseville SVSP Westpark-Federico Community Facilities District No. 1 (Public Facilities) By: DOMINICK CASEY City Manager THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Fiscal Agent By: Vice President ATTEST: By: CARMEN AVALOS City Clerk APPROVED AS TO FORM: By: MICHELLE SHEIDENBERGER City Attorney APPROVED AS TO SUBSTANCE: By: DENNIS KAUFFMAN Assistant City Manager/Chief Financial Officer
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EXHIBIT D TO ORIGINAL FISCAL AGENT AGREEMENT EXHIBIT D FORM OF 2022 BONDS UNITED STATES OF AMERICA STATE OF CALIFORNIA No. $ CITY OF ROSEVILLE SVSP WESTPARK-FEDERICO COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES) SPECIAL TAX BOND SERIES 2022 INTEREST RATE MATURITY DATE BOND DATE CUSIP % September 1, ____ April __, 2022 777870___ REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT: DOLLARS The City of Roseville (the “City”) for and on behalf of the City of Roseville SVSP Westpark-Federico Community Facilities District No. 1 (Public Facilities) (the “District”), for value received, hereby promises to pay solely from the Special Tax (as hereinafter defined) to be collected in the District or amounts in certain funds and accounts held under the Agreement (as hereinafter defined), to the Registered Owner named above, or registered assigns (the “Owner”), on the Maturity Date set forth above, unless redeemed prior thereto as hereinafter provided, the Principal Amount set forth above, and to pay interest on such principal amount from the Bond Date shown above, or from the most recent Interest Payment Date (as hereinafter defined) to which interest has been paid or duly provided for, semiannually on March 1 and September 1, commencing September 1, 2022 (the “Interest Payment Dates”), at the Interest Rate set forth above, until the principal amount hereof is paid or made available for payment. The principal of this 2022 Bond is payable to the Owner hereof in lawful money of the United States of America upon presentation and surrender of this 2022 Bond at a designated corporate trust office of The Bank of New York Mellon Trust Company, N.A. (the “Fiscal Agent”). Interest on this 2022 Bond shall be paid by check of the Fiscal Agent mailed by first class mail on each Interest Payment Date to the Owner hereof as of the close of business on the 15th day of the month preceding the month in which the Interest Payment Date occurs (the “Record Date”) at such Owner’s address as it appears on the registration books maintained by the Fiscal Agent, or by wire transfer made on such Interest Payment Date upon written instructions delivered to the Fiscal Agent by the applicable Record Date of any Owner of $1,000,000 or more in aggregate principal amount of 2022 Bonds. This 2022 Bond is one of a duly authorized issue of bonds approved by resolution of the City Council of the City on _____________, 2022 (the “Resolution”), pursuant to the Mello-Roos
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Community Facilities Act of 1982, as amended, Sections 53311, et seq., of the California Government Code (the “Mello-Roos Act”) for the purpose of providing moneys for the construction and acquisition of improvements within the District, and is one of the bonds designated “City of Roseville SVSP Westpark-Federico Community Facilities District No. 1 (Public Facilities) Special Tax Bonds Series 2022” (the “2022 Bonds”). The issuance of the 2022 Bonds and the terms and conditions thereof are provided for by a Fiscal Agent Agreement, dated as of November 1, 2019, as amended and supplemented, including by Supplemental Agreement No. 2 to Fiscal Agent Agreement dated as of April 1, 2022 (collectively, the “Agreement”), by and between the City and the Fiscal Agent and this reference incorporates the Agreement, as supplemented, herein, and by acceptance hereof the Owner of this 2022 Bond assents to said terms and conditions. The Agreement is authorized under, this 2022 Bond is issued under and both are to be construed in accordance with, the laws of the State of California. Pursuant to the Mello-Roos Act, the Agreement and the Resolution, the principal of and interest on this 2022 Bond are payable, on parity with bonds previously issued by the City for the District in 2019 and in 2021, solely from the annual special tax authorized under the Mello-Roos Act to be collected within the District (the “Special Tax”) and certain funds held under the Agreement. Interest on this 2022 Bond shall be payable from the Interest Payment Date next preceding the date of authentication hereof, unless (i) it is authenticated on an Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (ii) such date of authentication is after a Record Date but on or prior to an Interest Payment Date, in which event interest will be payable from such Interest Payment Date, or (iii) such date of authentication is prior to the first Record Date, in which event interest will be payable from the 2022 Bond Date shown above; provided however, that if at the time of authentication of this 2022 Bond, interest is in default hereon, this 2022 Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment hereon. Any tax for the payment hereof shall be limited to the Special Tax, except to the extent that provision for payment has been made by the City as may be permitted by law. The 2022 Bonds do not constitute obligations of the City for which the City is obligated to levy or pledge, or has levied or pledged, general or special taxation other than described herein above. [Insert Redemption Provisions, Once Final
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The amounts in the foregoing tables shall be reduced pro rata, in order to maintain substantially uniform debt service, as a result of any prior partial optional redemption or mandatory redemption of the 2022 Bonds as directed by the City. Notice of redemption with respect to the 2022 Bonds to be redeemed shall be given to the Owners thereof, in the manner, to the extent and subject to the provisions of the Agreement. This 2022 Bond shall be registered in the name of the Owner hereof, as to both principal and interest. Each registration and transfer of registration of this 2022 Bond shall be entered by the Fiscal Agent in books kept by it for this purpose and authenticated by its manual signature upon the certificate of authentication endorsed hereon. No transfer or exchange hereof shall be valid for any purpose unless made by the registered owner, by execution of the form of assignment endorsed hereon, and authenticated as herein provided, and the principal hereof, interest hereon and any redemption premium shall be payable only to the registered owner or to such Owner’s order. The Fiscal Agent shall require the Owner requesting transfer or exchange to pay any tax or other governmental charge required to be paid with respect to such transfer or exchange. No transfer or exchange hereof shall be required to be made (i) within 15 days prior to the date established by the Fiscal Agent for selection of 2022 Bonds for redemption or (ii) with respect to a 2022 Bond after such 2022 Bond has been selected for redemption. The Agreement and the rights and obligations of the City thereunder may be modified or amended as set forth therein. The principal of the 2022 Bonds is not subject to acceleration upon a default under the Agreement or any other document. This 2022 Bond shall not become valid or obligatory for any purpose until the certificate of authentication hereon endorsed shall have been dated and manually signed by the Fiscal Agent. It is hereby certified, recited and declared that all acts, conditions and things required by law to exist, happen and be performed precedent to and in the issuance of this 2022 Bond have existed, happened and been performed in due time, form and manner as required by law, and that the amount of this 2022 Bond, together with all other indebtedness of the City, does not exceed any debt limit prescribed by the laws or Constitution of the State of California. Unless this 2022 Bond is presented by an authorized representative of The Depository Trust Company to the Fiscal Agent for registration of transfer, exchange or payment, and any 2022 Bond issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.
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IN WITNESS WHEREOF, the City of Roseville has caused this 2022 Bond to be dated April ____, 2022, to be signed by the manual or facsimile signature of its Mayor and attested by the manual or facsimile signature of its City Clerk. CITY OF ROSEVILLE By: Mayor Attested: By: City Clerk
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FISCAL AGENT’S CERTIFICATE OF AUTHENTICATION This is one of the 2022 Bonds described in the Resolution and the Agreement. Dated: _____________, 2022 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Fiscal Agent By: Authorized Signatory
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FORM OF ASSIGNMENT FOR VALUE RECEIVED, the undersigned do(es) hereby sell, assign and transfer unto (Name, address and Tax identification Number of Assignee) the within-mentioned registered Bond and hereby irrevocably constitute(s) and appoint(s) , attorney, to transfer the same on the registration books of the Fiscal Agent with full power of substitution in the premises. Dated: Signature Guaranteed: NOTE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. NOTE: The signature(s) on this Assignment must correspond with the name(s) as written on the face of the within Bond in every particular without alteration or enlargement or any change whatsoever.
COUNCIL COMMUNICATION
CC #:
2005
File #:
0103-44-03
Title:
Economic Development Advisory Committee - Unscheduled Vacancy Appointment Contact:
Katrina Six 916-774-5267 [email protected]
Meeting Date: 4/6/2022
Item #: 9.1.
RECOMMENDATION TO COUNCIL
Recommend Council appoint one (1) individual to the Economic Development Advisory Committee to a term expiring June 30, 2023 from the applications received from: Naaz Alikhan, Jim Claybaugh, Dawn Holm, and Jay Reed.
BACKGROUND
The resignation of Joshua Emerson created an unscheduled vacancy on the Economic Development Advisory Commission with a term expiring June 30, 2023. Recruitment for the vacancy occurred in February and March. The applications and video interviews were compiled and provided to the City Council for consideration.
FISCAL IMPACT
There is no fiscal impact.
ENVIRONMENTAL REVIEW
The California Environmental Quality Act (CEQA) does not apply to activities that will not result in a direct or reasonably foreseeable indirect physical change in the environment, or is otherwise not considered a project as defined by CEQA Statute §21065 and CEQA State Guidelines §15060(c)(3) and §15378. The appointment of members to boards or commissions does not include the potential for a significant environmental effect, and therefore is not subject to CEQA.
CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Goal B - Support community engagement and advocacy
Respectfully Submitted,
Katrina Six, City Clerk Technician
Carmen Avalos, City Clerk
_____________________________
Dominick Casey, City Manager
COUNCIL COMMUNICATION
CC #:
1999
File #:
0400-02 & 0400-03
Title:
Zoning and Subdivision Ordinances - Roseville Municipal Code Amendments Contact:
Lauren Hocker 916-774-5272 [email protected]
Meeting Date: 4/6/2022
Item #: 10.1.
RECOMMENDATION TO COUNCIL
At the March 10, 2022 Planning Commission hearing, the Planning Commission recommended City Council take the following action:
1) Adopt the two (2) findings of fact and approve the Ordinance Amendment to Title 19 of the Roseville Municipal Code.
At the March 10, 2022 Planning Commission hearing, the Planning Commission reviewed and provided feedback on the Ordinance Amendment to Title 18 of the Roseville Municipal Code.
Therefore, staff recommends the City Council take the following action:
1) Adopt the Ordinance Amendment to Title 18 of the Roseville Municipal Code.
Staff recommends the City Council adopt the two findings of fact and introduce for first reading an Ordinance amending Zoning Ordinance Chapters 19.10, 19.28 and 19.60 of Title 19 of the Roseville Municipal Code regarding Residential Development Standards, Density Bonus Regulations, and Accessory Dwelling Units, and introduce for first reading an Ordinance amending Subdivision Ordinance Chapters 18.04, 18.05, 18.06, 18.10 and 18.24 of Title 18 of the Roseville Municipal Code regarding Hearing Authority, Ministerial Tentative Map Applications, Tentative Map Applications, Lot Line Adjustments and Voluntary Mergers, and Appeals.
BACKGROUND
In 2021 the State of California enacted multiple bills amending the Government Code as it relates to various planning and zoning laws. These bills included Assembly Bill (AB) 345, Senate Bill (SB) 290, and SB 9. AB 345 modifies regulations pertaining to Accessory Dwelling Units (ADUs), SB 290 modifies density bonus regulations, and SB 9 established a statewide regulation that permits two units on parcels within single-family residential zone districts and ministerial two-lot parcel maps (i.e. no Parcel Map entitlement) in single-family zone districts. These bills require changes to Zoning Ordinance Chapter 19.60 (Accessory Dwelling Units), Chapter 19.28 (Density Bonus), and Chapter 19.10 (Residential Development Standards), and also require changes to the Subdivision Ordinance. The details of these changes are described in the attached Planning Commission staff report (Attachment 1) and redlines of the Ordinance changes are included in Exhibit A and Exhibit B.
In addition to the legislative changes described above, a further update is proposed consistent with Housing Element Program 16, Prioritize Affordable Housing. Program 16 calls for the establishment of a ministerial mapping process for affordable housing projects providing at least 20% of the units for lower income households. Affordable housing projects commonly require lot line adjustments, voluntary mergers, or parcel maps to facilitate building construction and phasing. The details of these changes are described in the attached Planning Commission staff report (Attachment 1) and redlines of the Ordinance changes are included in Exhibit B.
Summary Evaluation
Section 19.86.050 of the City of Roseville Zoning Ordinance requires two findings be made in order to approve a zoning ordinance amendment. The two findings are listed below in italicized,
bold
text and are followed by an evaluation of the project in relation to the findings. There are no findings required for Title 18.
1. The project is consistent with the public interest, health, safety, or welfare of the City.
2. The project is consistent with the General Plan and any applicable specific plan of the City of Roseville.
The proposed changes to the Zoning Ordinance and Subdivision Ordinance are to bring the City’s regulations into consistency with enacted state law and with the City’s adopted General Plan Housing Element. AB 345, SB 290, and SB 9 became effective on January 1, 2022 and the City is already required to comply with the resultant changes to the Government Code. Modifying the City’s ordinances for consistency with these laws establishes a clear set of regulations for both the public and for City staff. Modifying the Subdivision Ordinance pursuant to Housing Element Program 16 brings the City’s ordinance into consistency with a program of the City’s General Plan.
For these reasons, staff finds that the project is consistent with the public interest, health, safety, or welfare of the City and that the project is consistent with the General Plan and applicable specific plans.
Public Outreach
An informational workshop on the proposed project was held before the Planning Commission on December 16, 2021. A notice of the proposed project with a link to the Planning Commission workshop was posted to the RCONA website on February 9, 2022. To date, no comments have been received.
Text amendments of the City’s Zoning Ordinance and Subdivision Ordinance are not site-specific, and therefore public hearing notices were not mailed to individual property owners. Consistent with noticing requirements for a citywide project, public hearing notices were published in the Press Tribune.
Summary of Planning Commission Meeting
The amendments were heard by the City’s Planning Commission on March 10, 2022. One written comment of support from a resident was received. A Planning Commissioner indicated it was their understanding that the two-lot split was only expected to be feasible in the older areas of the City, with deep lots and alley access. Staff confirmed this was correct. A Commissioner asked whether there is an appeal process or other method of complaint if a neighbor is unhappy with a second unit or lot split. Staff indicated there is not, as the process is ministerial, but the City can always be contacted if a resident believes that construction is occurring without a permit or in violation of standards. The Planning Commission unanimously recommended the City Council approve the Zoning Ordinance amendments and had no comments on the Subdivision Ordinance amendments.
FISCAL IMPACT
The ordinance amendments will have no impact on the City's General Fund.
ENVIRONMENTAL REVIEW
Proposed amendments in response to SB 290, AB 345, and the City’s adopted Housing Element are policy and procedure-making activities, and the California Environmental Quality Act (CEQA) only applies to projects which have the potential to cause a significant effect on the environment.
Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA. (CEQA Guidelines §15061(b)(3)). With respect to modifications due to Senate Bill 9 (single-family zoning), Government Code Section 65852.21(j) states: “A local agency may adopt an ordinance to implement the provisions of [SB 9]. An ordinance adopted to implement this section shall not be considered a project” pursuant to CEQA.
CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Goal F - Invest in well-planned infrastructure and growth
The adoption of the Zoning and Subdivision Ordinance ensures City staff have clear processes and procedures in place, to facilitate building permits and development applications.
Respectfully Submitted,
Lauren Hocker, Senior Planner
Mike Isom, Development Services Director
_____________________________
Dominick Casey, City Manager
ATTACHMENTS:
Description
Attachment 1 Planning Commission Staff Report
Exhibit A RMC 19.10, 19.28, 19.60
Exhibit B RMC 18.04, 18.05, 18.06, 18.10, 18.24
Planning Division Staff Report
Planning Commission Meeting March 10, 2022
Prepared by: Lauren Hocker, Senior Planner
ITEM 6.1: ORDINANCE AMENDMENT – CITYWIDE – ZONING AND SUBDIVISION ORDINANCE LEGISLATIVE UPDATE – PL21-0334
REQUEST
The project is a city-initiated update to Title 19 (Zoning Ordinance) and Title 18 (Subdivision Ordinance) of the Roseville Municipal Code (RMC) to reflect changes in state law and implement the City’s General Plan Housing Element. The request includes an Ordinance amending Zoning Ordinance Chapters 19.10 (residential development standards), 19.28 (density bonus), and 19.60 (accessory dwelling units). The amendments to the Zoning Ordinance are to reflect recent changes in state law which: require the City to allow two residential units per lot in single-family zones (the City’s R1 and RS zones) (Senate Bill 9), require minor changes to density bonus provisions (Senate Bill 290), and specify that accessory dwelling units may be separately sold if they were built by a non- profit and will be sold as deed -restricted affordable housing (Assembly Bill 345). Also, an Ordinance amending Subdivision Ordinance Chapters 18.04 (hearing authority),
18.06 (tentative map applications), 18.10 (lot line adjustments and voluntary mergers), and 18.24 (appeals), and also adding new Chapter 18.05 (ministerial tentative map applications). The amendments to the Subdivision Ordinance are to reflect changes in state law (Senate Bill 9) requiring the City ministerially process two-lot parcel maps in single- family zones, and implementation of Housing Element Program 16 (Prioritize Affordable Housing) which calls for the establishment of ministerial mapping processes for affordable housing projects.
Applicant – City of Roseville
SUMMARY RECOMMENDATION
The Planning Division recommends the Planning Commission take the following actions:
1) Recommend City Council adopt the two (2) findings of fact and approve the Ordinance Amendment to Title 19 of the Roseville Municipal Code.
2) Review and comment on the Ordinance Amendment to Title 18 of the Roseville Municipal Code.
SUMMARY OF OUTSTANDING ISSUES
There are no outstanding issues associated with this request.
BACKGROUND
In 2021 the State of California enacted multiple bills amending the Government Code as it relates to various planning and zoning laws. These bills included Assembly Bill (AB) 345, Senate Bill (SB) 290, and SB 9.
AB 345 modifies regulations pertaining to Accessory Dwelling Units (ADUs), and states that if either the primary dwelling or the ADU was built or developed by a nonprofit and includes an affordability restriction (among other conditions) then a local agency shall allow it to be sold separately. Consistency with this bill requires minor amendments to Zoning Ordinance Chapter 19.60, which currently prohibits the sale of ADUs.
SB 290 modifies density bonus regulations, including miscellaneous changes to clari fy existing provisions. The enacted bill also applies a parking standard of no greater than 0.5 spaces per unit for moderate income projects meeting certain locational criteria (e.g. proximity to transit). Previously this parking reduction only applied to certain low-, very low-, or extremely low-income projects. Consistency with this bill requires minor amendments to Zoning Ordinance Chapter 19.28.
CC Attachment 1
Zoning and Subdivision Ordinance Legislative Update, Citywide; PL21-0334 Planning Commission – March 10, 2022 – Page 2 of 5
The most significant planning bill passed during the 2021 legislative session was SB 9, which established a statewide regulation that permits two units on parcels within single-family residential zone districts and ministerial two-lot parcel maps (i.e. no Parcel Map entitlement) in single-family zone districts. SB 9 was passed by the legislature as a statewide response to the issue of exclusionary zoning. Appropriately administered, land use planning serves to ensure the compatibility of land uses, rational planning for future service demands, environmental protection, and balanced land uses with adequate commercial and employment land uses to support residential land uses. Zoning is used to implement the broader land use plans, and specifies development standards and permitted uses.
In jurisdictions such as Roseville, land use and zoning c ombine to ensure the provis ion of a variety of housing types, with the City’s new Specific Plans designed to provide a relatively equal amount of high density, medium density, and low density residential units. However, there are jurisdictions across California where zoning has been used as an exclusionary tool, to prevent the development of medium density or high density housing or to ensure that such housing is only developed in extremely restricted areas. Moreover, these restrictive communities often have minimum single-family lot size requirements as high as one acre, which means the parcels could be easily split into two lots . By comparison, the City’s standard is 1/7th of an acre for the single-family zone district (R1), is 1/10th of an acre for the small lot residential zone district (RS), and can be even smaller with the approval of modified development standards. The City’s smaller lot sizes mean there are relatively few lots which could be split as a result of the proposed SB 9 zoning ordinance amendments.
Responding to SB 9 requires amending both the City’s Zoning Ordinance (Roseville Municipal Code Title 19) and Subdivision Ordinance (Roseville Municipal Code Title 18). A summary of these changes is as follows:
Chapter 19.10.030 Residential Development Standards. Amend the table to indicate 2 dwellings are permitted in the City’s R1 and RS zone districts and add a new Section G establishing criteria for two residential units in single-family zones. The criteria are consistent with the standards of SB 9, and include:
• A prohibition on the demolition or alteration of affordable housing, rent-controlled housing, or housing occupied by a tenant anytime in the prior three years as part of an application to build two units.
• A prohibition on short-term rentals.
• A prohibition on construction of an ADU or Junior ADU on properties which have used both the section allowing two units and the section allowing a ministerial two-lot map. • The units must be consistent with the City’s zone district development standards, with certain exceptions. The exceptions are related to setbacks and parking, and are similar to the development standards for ADUs. This includes no setback requirements when converting an existing structure and 4-foot side and rear setbacks for new structures. The parking requirement is reduced to one space, and may be eliminated if in proximity to high -quality transit or a car share. The City must also waive any development standard that would physically prevent either of the two units from being at least 800 square feet.
• Parcels which have certain environmental conditions, such as the presence of wetlands or floodplains, may not have two units. Likewise, parcels which are designated as a city or county landmark or historic property, or which are within a historic district pursuant to a City ordinance, may not have two units.
Zoning and Subdivision Ordinance Legislative Update, Citywide; PL21-0334 Planning Commission – March 10, 2022 – Page 3 of 5
Chapter 18.04 City Council, Commission, and Committee Powers. Amend the notice and hearing requirements to establish a ministerial process for two-lot maps consistent with SB 9. These maps will be subject to the approval authority of the City Engineer.
NEW Chapter 18.05 Parcel Map Applications – Ministerial. This is an entirely new section establishing the application requirements, application materials, and process for ministerial two-lot parcel maps. The application requirements are consistent with the standards of SB 9, and include:
• A requirement that resulting parcels be approximately equal in size (one parcel can’t be smaller than 40% of the original lot area).
• A minimum lot size of 1,200 square feet.
• A prohibition on the demolition or alteration of affordable housing, rent-controlled housing, or housing occupied by a tenant anytime in the prior three years in order to make it possible to split the lot.
• Parcels which have certain environmental conditions, such as the presence of wetlands or floodplains, may not use the ministerial process. Likewise, parcels which are designated as a city or county landmark or historic property, or which are within a historic district pursuant to a City ordinance, may not use the ministerial process.
The section also states that a parcel may only be split using the ministerial process once (no serial parcel maps), and if a person owns multiple adjacent parcels, only one of the parcels may be split using the ministerial process. Also consistent with SB 9, the application requires a signed affidavit stating that the applicant intends to occupy one of the housing units on either lot as their principal residence for at least three years after the parcel map is approved.
Chapter 18.06 Tentative Map Applications – Discretionary. Minor changes have been made to this section to indicate it applies to discretionary tentative maps. In addition, a clarifying change has been made to Section 18.06.080, Environmental Review of Application. The existing language stated that the Director would determine whether a Negative Declaration or Environmental Impact Report would be prepared, which excludes multiple other possible environmental document types. The section has been modified to state that the Director will determine the appropriate environmental document.
Chapter 18.24 Appeal Authority. The section has been modified to state that ministerial applications are not subject to appeal.
In addition to the legislative updates described above, a further update is proposed consistent with Housing Element Program 16, Prioritize Affordable Housing. The City’s current Housing Element was adopted in August 2021, and Program 16 calls for the establishment of a ministerial mapping process for qualifying affordable housing projects. Qualifying affordable housing projects are currently permitted to apply for ministerial Design Review through t he City’s Objective Design Standards process. However, these projects commonly require lot line adjustments, voluntary mergers, or parcel maps to facilitate building construction and phasing. Pursuant to Housing Element Program 16, staff have proposed modifications to the Subdivision Ordinance which will allow ministerial processing of these minor mapping applications.
NEW Chapter 18.05 Parcel Map Applications – Ministerial. In addition to changes pursuant to SB 9, this section also allows ministerial parcel maps (up to four lots) for qualifying affordable projects. These are defined as a residential multi-unit (three or more units) or mixed use housing project that provides a minimum of 20 percent of the units as affordable for low, very low, or extremely low income households.
An affordable housing agreement must be entered into prior to recordation of the parcel map.
Zoning and Subdivision Ordinance Legislative Update, Citywide; PL21-0334 Planning Commission – March 10, 2022 – Page 4 of 5
Chapter 18.10 Lot Line Adjustments and Voluntary Mergers. The Chapter has been modified to note that lot line adjustments and voluntary mergers for qualifying affordable housing projects will be approved through a ministerial engineering permit process. Minor edits to other sections have been made to reflect the ministerial process, including notices for hearing (none required) and the effective date of approval (no appeals). An affordable housing agreement must be entered into prior to recordation of the lot line adjustment or voluntary merger.
EVALUATION
Section 19.86.050 of the City of Roseville Zoning Ordinance requires two findings be made in order to approve a zoning ordinance amendment. The two findings are listed below in italicized, bold text and are followed by an evaluation of the project in relation to the findings. There is no advisory body for Title 18, so staff is requesting Planning Commission review and comment on changes to Title 18, and will pass those comments on to City Council.
1. The project is consistent with the public interest, health, safety, or welfare of the City.
2. The project is consistent with the General Plan and any applicable specific plan of the City of Roseville.
The proposed changes to the Zoning Ordinance and Subdivision Ordinance are to bring the City’s regulations into consistency with enacted state law and with the City’s adopted General Plan Housing Element. AB 345, SB 290, and SB 9 became effective on January 1, 2022 and the City is already required to comply with the resultant changes to the Government Code. Modifying the City’s ordinances for consistency with these laws establishes a clear set of regulations for both the public and for City staff.
Modifying the Subdivision Ordinance pursuant to Housing Element Program 16 brings the City’s ordinance into consistency with a program of the City’s General Plan. For these reasons, staff finds that the project is consistent with the public interest, health, safety, or welfare of the City and that the project is consistent with the General Plan and applicable specific plans.
PUBLIC OUTREACH
A General Information Memorandum (GIM) to City Council discussing SB 9 was published on September 21, 2021 and a GIM describing planning legislation updates (including AB 345 and SB 290) was published on November 4, 2021. An informational workshop on the proposed project was held before the Planning Commission on December 16, 2021. A notice of the proposed project with a link to the Planning Commission workshop was posted to the RCONA website on February 9, 2022. To date, no comments have been received.
Text amendments of the City’s Zoning Ordinance and Subdivision Ordinance are not site- specific, and therefore public hearing notices were not mailed to individual property owners. Consistent with noticing requirements for a citywide project a public hearing notice was published in the Press Tribune.
ENVIRONMENTAL DETERMINATION
Proposed amendments in response to SB 290, AB 345, and the City’s adopted Housing Element are policy and procedure-making activities, and the California Environmental Quality Act (CEQA) only applies to projects which have the potential to cause a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA. (CEQA Guidelines §15061(b)(3)). With respect to modifications due to Senate Bill 9 (single-family zoning), Government Code Section 65852.21(j) states:
Zoning and Subdivision Ordinance Legislative Update, Citywide; PL21-0334 Planning Commission – March 10, 2022 – Page 5 of 5
B:\D
evelopment Services\Planning Division\2022\PC\03-Mar 10\PL21-0334, 311 Vernon, ZO and Subd Legislative Update\PL21-0334, 311 Vernon, ZO and Subd Legislative Update, 01 Staff Report.docx “A local agency may adopt an ordinance to implement the provisions of [SB 9]. An ordinance adopted to implement this section shall not be considered a project” pursuant to CEQA.
RECOMMENDATION
The Planning Division recommends the Planning Commission take the following actions:
1) Recommend City Council adopt the two (2) findings of fact and approve the Ordinance Amendment to Title 19 ORDINANCE AMENDMENT – CITYWIDE – ZONING AND SUBDIVISIO N OR
DINANCE LEGISLATIVE UPDATE – PL21-0334.
2) Review and comment on the Title 18 ORDINANCE AMENDMENT – CITYWIDE – ZONING AND SUBDIVISION ORDINANCE LEGISLATIVE UPDATE – PL21-0334.
Exhibits
A. Zoning Ordinance Redlines (RMC 19.10, 19.28, and 19.60) Attachments
1. Subdivision Ordinance Redlines (RMC 18.04, 18.05, 18.06, 18.10, and 18.24) Note to Applicant and/or Developer: Please contact the Planning Division staff at (916) 774-5276 prior to the Commission meeting if you have any questions on any of the recommended conditions for your project. If you challenge the decision of the Commission in court, you may be limited to raising only those issues which you or someone else raised at the public hearing held for this project, or in written correspondence delivered to the Planning Manager at, or prior to, the public hearing.
Note: The exhibits and
attachments are not included
as part of Attachment 1,
because they are included as
exhibits to the Council
Communication.
ORDINANCE NO. ____
ORDINANCE OF THE COUNCIL OF THE CITY OF ROSEVILLE AMENDING SECTION
19.10.030 OF CHAPTER 19.10 OF TITLE 19 OF THE ROSEVILLE MUNICIPAL CODE REGARDING RESIDENTIAL ZONES, AMENDING SECTIONS 19.28.040, 19.28.060, AND
19.28.100 OF CHAPTER 19.28 OF TITLE 19 OF THE ROSEVILLE MUNICIPAL CODE REGARDING RESIDENTIAL DENSITY BONUS, AND AMENDING SECTION 19.60.080 OF CHAPTER 19.60 OF TITLE 19 OF THE ROSEVILLE MUNICIPAL CODE REGARDING
ACCESSORY DWELLING UNITS
THE CITY OF ROSEVILLE ORDAINS:
SECTION 1. Section 19.10.030 of Chapter 19.10 of Title 19 of the Roseville Municipal Code is hereby amended to read as follows:
19.10.030 Residential zone general development standards.
A. Residential Development Standards. Permitted uses and associated structures shall comply with the following development standards, in addition to any other applicable requirements of this title:
2 RESIDENTIAL ZONE GENERAL DEVELOPMENT STANDARDS
Requirement by Zoning District
R1
RS
with
attached
sidewalk
(10)
RS
with
separated
sidewalk
(8), (10)
R2 R3(2) RMU
Area, interior lot 6,000 sq ft 4,500 sq ft 4,275 sq ft 6,000 sq ft 6,000 sq ft None (7)
Area, corner lot 7,500 sq ft 5,500 sq ft 4,710 sq ft 7,500 sq ft 7,500 sq ft Width,
interior 60 ft 45 ft 45 ft 60 ft 60 ft
Width, corner 75 ft 55 ft 50 ft 75 ft 75 ft
Residential Density
Maximum
number of
primary dwelling
units per lot
1 2
dwellings
(1)
1 2
dwellings
(1)
1 2
dwellings
(1)
2 dwellings
(1)
As
provided
by
General
Plan, but a
minimum
of 3
dwellings
As
provided
by
General
Plan
Maximum
number of
accessory/junior
dwelling units
per lot
(11)
Up to 2
dwellings
Up to 2
dwellings
Up to 2
dwellings
Up to 2
dwellings
Up to 2
dwellings
Up to 2
dwellings
See Chapter 19.22 for accessory structure development standards for the following standards Setbacks (minimum)
Front(9) (1)
20 ft for
interior
lots; 15 ft
for corner
lots; 20 ft
minimum
driveway
depth
15 ft to
living
space or
side wall
of garage;
12.5 ft to
porch; 18
ft
minimum
driveway
depth(6)
10 ft to
first floor
living
space or
side wall
of garage;
7.5 ft to
porch, but
in no case
may
encroach
into a
20 ft for
interior
lots; 15 ft
for corner
lots; 20 ft
minimum
driveways
depth
20 ft
minimum
on all
street
frontages
None(7)
3 Requirement by Zoning District
R1
RS
with
attached
sidewalk
(10)
RS
with
separated
sidewalk
(8), (10)
R2 R3(2) RMU
PUE; 15 ft
to second
floor
living
space; 18
ft
minimum
driveway
depth(6)
Sides(9) (1)
5 ft
interior;
15 ft street
side on
corner
5 ft
interior;
12.5 ft
street side
on first
floor; 15
ft street
side on
second
floor
5 ft
interior;
10 ft street
side on
first floor;
13 ft street
side on
second
floor
5 ft
interior;
15 ft street
side on
corner
5 ft
interior;
20 ft
minimum
on all
street
frontages
None(7)
Rear(1)
20% of lot
depth;
need not
exceed 20
ft; 10 ft
minimum
(3)
10 ft
minimum
with
minimum
useable
open
space of
700 sq ft
or 500 sq
ft where a
usable
front
porch is
provided
(4)
10 ft
minimum
with
minimum
useable
open
space of
500 sq ft(4)
20% of lot
depth;
need not
exceed 20
ft; 10 ft
minimum
20 ft; 20 ft
minimum
on all
street
frontages
None(7)
Lot Coverage
(primary
buildings)
35% for 2
story; 45%
for 1 story
None(4) None(4) 40% 50% None(7)
4 Requirement by Zoning District
R1
RS
with
attached
sidewalk
(10)
RS
with
separated
sidewalk
(8), (10)
R2 R3(2) RMU
Height Limits 35 ft 35 ft 35 ft 35 ft 45 ft(5) None(7)
Additions to the
primary
structure
greater than
700 square feet
in area
(12)
May only
be
permitted
upon
approval
of an
Administr
ative
Permit
Notes:
(1) Up to two residential units are permitted in the R1 and RS zone districts provided the criteria of 19.10.030 (G) are met. Residential units may be Aattached or detached in the R1, RS, or R2 zone districts. Detached dwelling units must maintain a minimum 10-foot building separation.
(2) The general development standards for the R3 district may be modified through approval of a Design Review Permit.
(3) On corner lots, the minimum rear setback may be determined by using an average of three measurements taken at the ends of the structure and a point midway between the ends of the structure. The measurements shall be made perpendicular to the rear lot line. (4) The rear and side yards may be utilized to meet the minimum usable open space provided the minimum dimension, measured perpendicular to the applicable rear or side yard is 10 feet.
Maximum coverage is a function of lot size, required setbacks and usable open space. A 5 minimum usable open space of 500 square feet may be applied where a front porch is provided with minimum dimensions of six feet by 10 feet exclusive of entry way. (5) Except for residential units immediately adjacent to the R1 and RS zone districts, where the height limit shall be 35 feet.
(6) Minimum driveway depth of 18 feet requires a roll-up garage door. (7) As provided in development standard overlay or special area overlay district. (8) Sidewalk separated from back of curb by five-foot planter strip. (9) Front setback (and side setback where adjacent to street) measured from back of walk. Fence side yard setback is five feet from back of walk where facing a street. In the absence of sidewalk, setbacks measured from the edge of right-of-way. (10) Variations to the standards and other housing product types may be permitted subject to processing of a Design Review Permit for Residential Subdivision (DRRS) concurrent with the approval of a tentative subdivision map and review of product type. (11) A combination of up to two accessory dwelling/junior accessory dwelling units are permitted within areas zoned to allow single-family, two-family or multi-family residential use provided the lot contains an existing or proposed single-family dwelling, two-family or multi-family residential unit as defined in Sections 19.08.080(F)(1) and (F)(2) (Residential Use Types) and the accessory dwelling/junior accessory dwelling unit complies with the standards identified in Chapter 19.60 (Accessory Dwelling Units). See Chapter 19.60 for the maximum number and combination of units allowed per lot. For purposes of density, accessory dwelling units shall be deemed to be an accessory use or an accessory building or structure and shall not be considered to exceed the allowable density for the lot upon which it is located.
6 (12) Additions (attached or detached) to primary structures that exceed 700 gross square feet in area may be permitted upon approval of an Administrative Permit, which may include a public hearing as provided in Sections 19.74.010 and 19.78.020. Excludes accessory dwelling units complying with the standards identified in Chapter 19.60 (Accessory Dwelling Units).
B. Clear Vision Triangle, Residential. The following standards shall apply to the installation of structures on corner parcels:
1. On a corner parcel, no fence, wall, sign or other structure, mounds of earth, or other visual obstruction over 36 inches in height above the top of the existing or planned curb elevation shall be erected or placed within a residential clear vision triangle (see Chapter 19.95 Definitions).
2. The foregoing provision shall not apply to public utility poles; trees trimmed (to the trunk) to a line at least eight feet above the elevation of the intersection; saplings or plant species of open growth habits and not planted in the form of a hedge, which are so planted and trimmed as to leave, at all seasons, a clear and unobstructed cross view; supporting members of appurtenances to permanent structures existing on the date that the ordinance codified in this section becomes effective; and official warning signs or signals.
C. Exceptions to Height Limits. Notwithstanding the requirements of subsection A, the following structures are permitted to exceed the maximum height limits, as follows:
Architectural features, mechanical equipment, chimneys, vents, and other architectural or mechanical appurtenances on buildings may be a maximum of 15 percent higher than the height limit of the applicable zone.
7 D. Exceptions to Setbacks. Notwithstanding the requirements of subsection A, the following structures are permitted to encroach into the required development setbacks, as follows:
1. Architectural features, such as but not limited to: cornices, eaves, canopies, fireplaces and similar features, but not any flat wall or addition creating living space, may encroach up to two feet into any required setback.
2. Covered, unenclosed projections attached to the primary structure may encroach up to six feet into any front yard setback.
E. Manufactured Homes. Manufactured homes are permitted in residential zones provided they meet the following architectural standards:
1. The manufactured home shall be covered with exterior material customarily used on conventional dwellings within the subdivision. The exterior covering material shall extend to the ground as close to grade as allowed by the manufacturer’s recommendation;
2. The manufactured home shall have a minimum of 16-inch roof overhangs and roofing material on the manufactured home shall be compatible with other dwellings existing in the area and shall consist of materials customarily used on conventional dwellings. The roof shall have a minimum 2 1/2 in 12 pitch.
F. Landscaping Requirements in Setback Areas.
1. Single-Family and Two-Family Dwellings—Front-Yard and Street Side-Yard Setbacks.
8 a. Setback Area Paving Restrictions. A maximum of 50 percent of the required front-yard setback may be paved for off-street parking, driveways, walkways, or uncovered patio use. A maximum of 50 percent of the required street side-yard setback may be paved for off-street parking, driveways, walkways, or uncovered patio use; however, this maximum limitation does not apply to that portion of the street side-yard located behind a fence that is in compliance with the street side fence requirements set forth in Chapter 19.22 of this code. These requirements may be modified with approval of a Design Review Permit for Residential Subdivision (DRRS), as provided for in Article V of this title.
b. Landscape and Maintenance Requirements. The unpaved portion of a front- yard setback and street side-yard setback shall be landscaped, irrigated, and maintained. The landscape shall include grass, annuals, perennials, groundcover, shrubs, trees, or other living vegetation. Synthetic grass or artificial turf may be used if it is permeable and has a minimum pile height of 1.25 inches. Design elements like planters, rocks, mulch, or similar elements are permitted when integrated as part of the landscape. All landscaping materials shall be mowed, trimmed, and maintained as often as necessary to prevent overgrowth and blight.
No junk, debris, or other similar materials shall be stored in the landscaped setback area.
c. Height Restrictions for Landscaping Located in the Clear Vision Triangle.
All landscaping located within the clear vision triangle for corner lots, as defined in Section 19.95.030 of this code, shall not exceed three feet in height, except that 9 trees exceeding three feet in height are allowed if the tree is maintained free of branches eight feet above the curb grade.
d. Vehicle Parking Requirements. Vehicles, including without limitation, automobiles, boats, campers, trailers, and other recreational vehicles, must be parked on a paved surface, as provided for in Section 11.20.110 of this code.
Vehicles shall not be parked within the landscaped setback area.
2. Multi-Family Dwellings (Three or More Residential Units)—Front-Yard and Street Side-Yard Setbacks. All minimum front-yard and street side-yard setbacks shall be landscaped, irrigated and maintained with primarily low ground cover or turf.
The landscape shall include grass, annuals, perennials, groundcover, shrubs, trees, or other living vegetation. Synthetic grass or artificial turf may be used if it is permeable and has a minimum pile height of 1.25 inches. Design elements like planters, rocks, mulch, or similar elements are permitted when integrated as part of the landscape. All landscaping materials shall be mowed, trimmed, and maintained as often as necessary to prevent overgrowth and blight. No junk, debris, or other similar materials shall be stored in the landscaped setback area. Driveways and uncovered walkways are permitted to cross over the required front-yard and street side-yard setback. The required front-yard and street side-yard setbacks may not be paved for parking or patio areas.
G. Criteria for Two Residential Units in Single-Family Zones. The City’s single- family zones are R1 and RS. Parcels in single-family zones are permitted one residential unit, and may have a second residential unit subject to the following criteria and restrictions:
10 1. Demolition or Alteration of Existing Housing. The housing development shall not require demolition or alteration of housing:
a. Subject to a recorded covenant, ordinance, or law that restricts rents to levels affordable to persons and families of moderate, low, or very low income; b. Subject to any form of rent or price control through a public entity’s valid exercise of its police power;
c. That has been occupied by a tenant at any time within the past three years.
Demolition or alteration is permitted if none of the above conditions apply.
2. Use Restrictions.
a. Short term Rentals. Residential units constructed pursuant to this section may not be rented for a period of less than 31 consecutive calendar days.
Accordingly, short-term rentals, as authorized pursuant to Chapter 4.25 (Short- Term Rentals), are not permitted for residential units constructed pursuant to this section.
b. Accessory Dwelling Units/Junior Accessory Dwelling Units. An accessory dwelling unit and/or junior accessory dwelling shall not be permitted on parcels that have used this section to build two residential units and which are the result of a parcel map pursuant to Municipal Code Chapter 18.05. c. Use Classification. Whether they are detached or attached, residential units constructed pursuant to this section shall be considered single-family buildings.
3. Development Standards. The new structure(s) shall be consistent with the development standards of the zone district in which they are located, except:
11 a. Parking Requirements. No off-street parking shall be required for new residential units constructed pursuant to this section if the parcel is located within ½ mile walking distance of either a high-quality transit corridor as defined in Public Resources Code Section 21155(b), as may be amended from time to time; or a major transit stop, as defined in Public Resources Code Section 21064.3, as may be amended from time to time; or if there is a car share vehicle located within one block of the parcel. In all other cases, new residential units constructed pursuant to this section shall provide a minimum of one off-street parking space. Off-street parking shall be designed consistent with the requirements of Chapter 19.26.040. b. Setbacks. No setback shall be required for conversion of an existing structure or a structure constructed in the same location (i.e. footprint) and to the same or smaller dimensions as an existing structure. In all other cases, a setback of four feet from the side and rear lot lines shall be required for new residential units constructed pursuant to this section, including any garages, porches, decks, balconies, stairs, and patios which are attached to and for the use of the residential unit.
c. Waivers. Notwithstanding anything to the contrary contained within this section, a development standard applicable to the zone district in which the proposed residential units are located shall be waived if application of the standard would physically preclude either of the two residential units from being at least 800 square feet in floor area.
4. Site Limitations or Restrictions. To qualify for a second residential unit, a parcel shall meet the following criteria:
12 a. The parcel shall satisfy the requirements specified in Government Code Section 65913.4(a)(6)(B) to (K), as may be amended from time to time, including but not limited to not being within a special flood hazard area, a regulatory floodway, and/or a habitat for protected species.
b. Government Code Section 7060 et seq., as may be amended from time to time, to withdraw accommodations from rent or lease within 15 years before the date that the development proponent submits an application.
c. The parcel shall not be located within a historic district or property included on the State Historic Resources Inventory, as defined in Public Resources Code Section 5020.1, as may be amended from time to time, or listed as a city or county landmark or historic property or district pursuant to a city ordinance.
5. Reasons for Denial of Permit. A building permit for a second residential unit or two new residential units, pursuant to this section, shall be denied by written findings of the building official where, based on a preponderance of the evidence, the building official has determined the housing development would have a specific, adverse impact as defined and determined in Government Code Section 65589.5(d)(2), as may be amended from time to time, upon public health and safety or the physical environment and for which there is no feasible method to satisfactorily mitigate or avoid the specific, adverse impact.
SECTION 2. Section 19.28.040 of Chapter 19.28 of Title 19 of the Roseville Municipal Code is hereby amended to read as follows:
13 19.28.040 Eligibility for bonus.
A developer of a housing development containing five or more units may qualify for a density bonus and at least one other incentive as provided by this chapter if the developer does one of the following:
A. Agrees to construct and maintain at least five percent of the units for rental or sale dedicated to very low income households;
B. Agrees to construct and maintain at least 10 percent of the units for rental or sale dedicated to lower income households;
C. Agrees to construct and maintain at least 10 percent of the units of a housing development to be sold in a common interest development (as defined in Section 4100 of the California Civil Code) dedicated to moderate income households, provided that all units in the development are offered to the public for purchase; D. Agrees to construct and maintain a senior citizen housing development, as defined in Section 19.28.020 of this chapter, or a mobilehome park that limits residency based on age requirements for housing for older persons pursuant to Section 798.76 or 799.5 of the California Civil Code, as may be amended from time to time; E. Donates land to the City dedicated for the construction of very low income units pursuant to Section 19.28.080 of this chapter;
F. Includes a qualifying child care facility as described in Section 19.28.070 of this chapter in addition to providing housing as described in subsections A through C of this section;
14 G. Agrees to construct and maintain at least 10 percent of the units of a housing development for transitional foster youth, as defined in Section 66025.9 of the California Education Code, as may be amended from time to time, disabled veterans, as defined in Section 18541 of the California Government Code, as may be amended from time to time, or homeless persons, as defined in the federal McKinney-Vento Homeless Assistance Act (42 U.S.C. Sec. 11301 et seq.), as may be amended from time to time, dedicated to very low income households;
H. Agrees to construct and maintain at least 20 percent of the units for lower income students in a student housing development pursuant to Section 19.28.085 of this chapter; or I. Agrees to construct and maintain 100 percent of the units, including total units and density bonus units, but exclusive of a manager’s unit or units, dedicated to lower income households, except that up to 20 percent of the units, including total units and density bonus units, may be dedicated to moderate income households.
SECTION 3. Section 19.28.060 of Chapter 19.28 of Title 19 of the Roseville Municipal Code is hereby amended to read as follows:
19.28.060 Eligibility and application requirements for incentives.
A. Available Incentives. A housing development qualifying for a density bonus may be entitled to at least one incentive. Incentives may include, but are not limited to:
1. A reduction in site development standards such as:
a. Reduced minimum lot sizes and/or dimensions.
15 b. Reduced minimum lot setbacks.
c. Reduced minimum outdoor and/or private outdoor living area. d. Increased maximum lot coverage.
e. Increased maximum building height and/or stories. f. Reduced on-site parking requirements.
g. Reduced street standards.
2. A reduction in architectural design requirements.
3. A density bonus greater than the amount required by this chapter.
4. Other regulatory incentives proposed by the developer or the City, which result in identifiable, financially sufficient, and actual cost reductions.
B. Parking Requirements. If an applicant qualifies for a density bonus pursuant to this chapter, the applicant may request, in addition to any requested incentive(s), that reduced parking requirements be applied to the project in place of the City’s current parking requirements. The parking requirement is inclusive of accessible and guest parking for the entire housing development, but shall not include on-street parking spaces in the count towards the parking requirement. The housing development may provide onsite parking through tandem or uncovered parking, but not through on-street parking. In calculating the number of parking spaces required for a development, if the total number of parking spaces is other than a whole number, the number shall be rounded up to the next whole number.
1. Except as otherwise provided in this subsection, the following parking requirements shall apply:
a. Zero to one bedroom: one on-site parking space. 16 b. Two to three bedrooms: one and one-half on-site parking spaces. c. Four or more bedrooms: two and one-half on-site parking spaces.
2. If the housing development includes at least 20 percent lower income units or at least 11 percent very low income units, is located within one-half mile of a major transit stop, and there is unobstructed access to the major transit stop from the development, then the parking requirement shall be one-half on-site parking space per unit.
3. If a housing development consists solely of rental units, exclusive of a manager’s unit or units, with an affordable housing cost to lower income families, as provided in Section 50052.5 of the California Health and Safety Code, then no parking spaces shall be required as long as the development meets either of the following criteria:
a. The development is located within one-half mile of a major transit stop and there is unobstructed access to the major transit stop from the development; or b. The development is a for-rent housing development for individuals who are 62 years of age or older that complies with Sections 51.2 and 51.3 of the California Civil Code and the development has either paratransit service or unobstructed access, within one-half mile, to fixed bus route service that operates at least eight times per day.
4. If a housing development consists solely of rental units, exclusive of a manager’s unit or units, with an affordable housing cost to lower income families, as provided in Section 50052.5 of the California Health and Safety Code, and the development is either a special needs housing development, as defined in Section 51312 of the California Health and Safety Code, or a supportive housing development, as defined in 17 Section 50675.14 of the California Health and Safety Code, then no parking spaces shall be required. A development that is a special needs housing development shall have either paratransit service or unobstructed access, within one-half mile, to fixed bus route service that operates at least eight times per day.
5. Upon the request of the developer, the parking requirement (inclusive of parking for persons with a disability and guests) shall be 0.5 spaces per bedroom if all of the following are met:
a. The housing development includes at least 40 percent moderate-income units and at least 10 percent of the units of the housing development are sold to moderate-income households, provided that all units in the development are offered to the public for purchase; and
b. The housing development is located within one-half mile of a major transit stop, as defined in Public Resources Code Section 21155(b), as may be amended from time to time; and
a.c. The residents of the development have unobstructed access to the major transit stop from the development.
C. Eligibility for Incentives. Incentives are available to a housing developer as follows:
1. One incentive for housing developments that: (a) restrict at least 10 percent of the total units to lower income households, at least five percent for very low income households, or at least 10 percent for persons and families of moderate income in a development in which the units are for sale common interest development; or (b) are for senior housing.
18 2. Two incentives for housing developments that restrict at least 17 percent of the total units to lower income households, at least 10 percent for very low income households, or at least 20 percent for persons and families of moderate income in a development in which the units are for salecommon interest development.
3. Three incentives for housing developments that restrict at least 24 percent of the total units for lower income households, at least 15 percent for very low income households, or at least 30 percent for persons and families of moderate income in a development in which the units are for salecommon interest development.
4. Four incentives for housing developments that restrict 100 percent of the units, including total units and density bonus units, but exclusive of a manager’s unit or units, dedicated to lower income households, except that up to 20 percent of the units, including total units and density bonus units, may be dedicated to moderate income households. If the project is located within one -half mile of a major transit stop, the applicant shall also receive a height increase of up to three additional stories, or 33 feet.
5. One incentive or concession for projects that include at least 20 percent of the total units for lower income students in a student housing development.
SECTION 4. Section 19.28.100 of Chapter 19.28 of Title 19 of the Roseville Municipal Code is hereby amended to read as follows:
19.28.100 Findings for approval for density bonus and/or incentive(s).
19 A. Density Bonus Approval. The following finding shall be made by the approving authority in order to approve a density bonus request:
1. The density bonus request meets the requirements of this chapter.
B. Density Bonus Approval with Incentive(s). The following findings shall be made by the approving authority in order to approve a density bonus and incentive(s) request:
1. The density bonus request meets the requirements of this chapter;
2. The incentive is required in order to provide affordable housing; and
3. Approval of the incentive(s) will have no specific adverse impacts upon health, safety, or the physical environment or on any real property that is listed in the California Register of Historical Resources and for which there is no feasible method to satisfactorily mitigate or avoid the specific adverse impact without rendering the development unaffordable to very low, low, and moderate income households.
C. Denial of a Request for an Incentive(s). The approving authority shall make the following findings prior to disallowing an incentive (in the case where an accompanying density bonus may be approved, or in the case of where an incentive(s) is requested for senior housing or child care facility):
1. That the incentive is not necessary in order to provide for affordable housing costs as defined in Section 19.28.020 of this chapter, or for rents for the targeted units to be set as specified in Section 19.28.020 of this chapter.
2. That the incentive would result in specific adverse impacts upon health, safety, or the physical environment or on any real property that is listed in the California Register of Historical Resources and for which there is no feasible method to satisfactorily 20 mitigate or avoid the specific adverse impact without rendering the development unaffordable to very low, low, and moderate income households.
3. That the incentive would be contrary to State or Federal law.
S ECTI ON 5. Section 19.60.080 of Chapter 19.60 of Title 19 of the Roseville Municipal Code is hereby amended to read as follows:
19.60.080 Use restrictions.
A. Sales Prohibited; Exceptions. Accessory dwelling units shall not be sold independently of the primary dwelling unit on the lot unless all of the criteria of Government Code Section 65852.26, as may be amended from time to time, are met, including that the accessory dwelling unit or the primary dwelling unit was built or developed by a qualified nonprofit corporation and there are affordability restrictions on the sale and conveyance of the accessory dwelling unit or primary residence that ensure the accessory dwelling unit and primary dwelling will be preserved for low income housing for 45 years for owner-occupied housing units and will be sold or resold to a qualified buyer.
B. Rentals. Accessory dwelling units may be rented as long as the rental term exceeds 30 calendar days. Accordingly, short-term rental permits authorized pursuant to Chapter 4.25 (Short-Term Rentals) will not be issued for accessory dwelling units.
S ECTION 6 . This ordinance shall be effective at the expiration of thirty (30) days from the date of adoption.
21 SECTION 7. The City Clerk is hereby directed to cause this ordinance to be published in full at least once within fourteen (14) days after it is adopted in a newspaper of general circulation in the City, or shall within fourteen (14) days after its adoption cause this ordinance to be posted in full in at least three (3) public places in the City and enter in the Ordinance Book a certificate stating the time and place of said publication by posting.
PASSED AND ADOPTED by the Council of the City of Roseville this ___ day of _______________, 20__, by the following vote on roll call:
AYES COUNCILMEMBERS:
NOES COUNCILMEMBERS:
ABSENT COUNCILMEMBERS:
______________________________
MAYOR
ATTEST:
_________________________________
City Clerk
ORDINANCE NO. ____
ORDINANCE OF THE COUNCIL OF THE CITY OF ROSEVILLE AMENDING SECTIONS
18.04.025, 18.04.030 AND 18.04.060 OF CHAPTER 18.04 OF TITLE 18 OF THE
ROSEVILLE MUNICIPAL CODE REGARDING CITY COUNCIL, COMMISSION AND COMMITTEE POWERS, ADDING CHAPTER 18.05 TO TITLE 18 OF THE ROSEVILLE MUNICIPAL CODE REGARDING TENTATIVE MAP APPLICATIONS – MINISTERIAL, AMENDING SECTIONS 18.06.030, 18.06.050 AND 18.06.080 OF CHAPTER 18.06 OF TITLE 18 OF THE ROSEVILLE MUNICIPAL CODE REGARDING TENTATIVE MAP APPLICATIONS, AMENDING SECTIONS 18.10.010, 18.10.050, 18.10.060, 18.10.070,
18.10.080, 18.10.090, AND 18.10.100 OF CHAPTER 18.10 OF TITLE 18 OF THE
ROSEVILLE MUNICIPAL CODE REGARDING LOT LINE ADJUSTMENTS AND VOLUNTARY MERGERS, AND AMENDING SECTIONS 18.24.010 AND 18.24.015 OF CHAPTER 18.24 OF TITLE 18 OF THE ROSEVILLE MUNICIPAL CODE REGARDING APPEALS.
THE CITY OF ROSEVILLE ORDAINS:
SECTION 1. Section 18.04.025 of Chapter 18.04 of Title 18 of the Roseville Municipal Code is hereby amended to read as follows:
18.04.025 Design committee.
2 The design committee is designated as an “advisory agency” as the term is used in the Subdivision Map Act and for the purposes defined herein. As such, the design committee shall either approve, conditionally approve or deny all tentative maps (vesting or otherwise), lot line adjustments, voluntary mergers, minor tentative map modifications, major tentative map modifications involving four or fewer parcels, tentative map extensions (vesting or otherwise), and parcel map waivers involving four or fewer parcels (refer to Table 18.04.030.A) when these permits are processed concurrently with a design review permit, with the following exceptions:
A. except that the The director has the authority to forward the application to the planning commission if the improvements proposed or required will extend beyond the immediate front of the lot, if the project may cause an undue hardship to the adjacent parcels, or if there are potential significant environmental impacts which may result from the project.
A.B. A parcel map, lot line adjustment, and/or voluntary merger associated with a residential multi-unit (three or more units) or mixed use housing project that provides a minimum of 20 percent of the units as affordable units for low, very-low or extremely low income households and where the applicant agrees to enter into an Affordable Housing Agreement prior to issuance of building permits, will be approved though the ministerial engineering permit process.
SECTION 2. Section 18.04.030 of Chapter 18.04 of Title 118 of the Roseville Municipal Code is hereby amended to read as follows:
18.04.030.A Notice requirements and required hearings.
3 Application Type
Table 18.04.030.A—Advisory Agency, Notice Requirements and Required Hearings
City Engineer Director Design Committee Planning Commission City Council Tentative Maps N**- - - H -
Tentative Parcel
Maps
N**- A H* H* -
Lot Line Adjustments N**- A H* H* -
Voluntary Merger N**- A H* H* -
Certificates of
Compliance
N - -
Minor Tentative
Map Modifications
N**- A H* H* -
Major Tentative
Map Modifications
- - - H -
Major Final or Parcel
Map Amendments
or Corrections
- - - - H
Reversions to
Acreage
- - - - H
Parcel Map Waiver
(four or fewer
parcels)
N H* H* -
Parcel Map Waiver
(five or more parcels)
- - - H -
Extension of
Tentative Map
Expiration Date
N**- A H* H* -
Final Map - - - - N
Parcel Map with
Dedication
- - - - N
Parcel Map without
Dedication
N - - - -
NOTICE TYPES:
4 Type “H”: PUBLIC HEARING IS REQUIRED. NOTICE OF THE HEARING SHALL BE MAILED OR DELIVERED AT LEAST 10 DAYS PRIOR TO THE PUBLIC HEARING
TO THE APPLICANT, PROPERTY OWNER, PROPERTY OWNERS AS SHOWN ON THE MOST RECENT SECURED ASSESSOR’S ROLL, OF PROPERTY WITH 300 FEET
OF THE PROPERTY INVOLVED IN THE APPLICATION, AND ALL PERSONS WHO HAVE REQUESTED NOTICE PURSUANT TO SECTION 18.06.130.
Type “N”: NO PUBLIC HEARING OR NOTICE REQUIRED.
Type “A”: THE PUBLIC HEARING MAY BE WAIVED. NOTICE OF INTENT TO APPROVE ENTITLEMENT SHALL BE MAILED OR DELIVERED AT LEAST 10 DAYS
PRIOR TO AN ACTION TO APPLICANT, PROPERTY OWNER, AND THE OWNERS, AS SHOWN ON THE MOST RECENT SECURED ASSESSOR’S ROLL, OF PROPERTY WITHIN 300 FEET OF THE PROPERTY INVOLVED IN THE APPLICATION, AND
ALL PERSONS WHO HAVE REQUESTED NOTICE, PURSUANT TO SECTIONS
18.06.125 AND 18.10.060 OF THIS TITLE.
* WHEN PROCESSED CONCURRENTLY WITH A DESIGN REVIEW PERMIT, REZONE, GENERAL PLAN AMENDMENT, ETC.
** FOR QUALIFYING PROJECTS PURSUANT TO SECTION 18.10 OR SECTION 18.05
5 SECTION 3. Section 18.04.060 of Chapter 18.04 of Title 18 of the Roseville Municipal Code is hereby amended to read as follows:
18.04.060 Director.
The director shall be responsible for providing application forms and processing applications. For all tentative maps, minor and major tentative map amendments, lot line adjustments, voluntary mergers, reversions to acreage, parcel map waivers, tentative map extensions and minor and major parcel or final map amendments and corrections subject to the approving authority of the director (refer to Table 18.04.030.A), the director shall refer all applications to the affected departments and agencies which have an interest in the project. The director shall prepare a report for such applications at least three calendar days prior to action or the public hearing. The report shall have in it a recommended action for the application.
The director is designated as an “advisory agency” as the term is used in the Subdivision Map Act and for the purposes defined herein.
The director shall either approve, conditionally approve or deny all tentative parcel map applications (vesting or otherwise), lot line adjustments, voluntary mergers, minor tentative map modifications, tentative map extensions (vesting or otherwise) subject to the approving authority of the director (refer to Table 18.04.030.A); except that the director has the authority to forward the application to the commission if the improvements proposed or required will extend beyond the immediate front of the lot, if the project may cause an undue hardship to the adjacent parcels, or if there are potential significant environmental impacts which may result from the project.
6 SECTION 4. Chapter 18.05 of Title 18 of the Roseville Municipal Code is hereby added to read as follows:
18.05 PARCEL MAP APPLICATIONS – MINISTERIAL
18.05.010 Tentative map required.
A tentative map shall be required wherever a final map or parcel map is required by the Subdivision Map Act, unless specifically waived by the provisions of this title or the Subdivision Map Act. (Ord. 2747 § 1, 1993.)
18.05.020 Application Required.
Whenever a tentative map is required, the subdivider shall submit to the director a complete tentative map application to be processed in accordance with the provisions of this chapter and title. An application shall be processed pursuant to Chapter 18.06 unless it is a parcel map associated with a residential multi-unit (three or more units) or mixed use housing project that provides a minimum of 20 percent of the units as affordable units for low, very-low or extremely low income households and where the applicant agrees to enter into an Affordable Housing Agreement prior to recordation of the parcel map (hereinafter Affordable Housing Project), or the application meets the following qualifying criteria for a ministerial parcel map:
A. The parcel is located within a single-family residential zone, which are the City’s single- family residential (R1) and small lot residential (RS) zones. 7 B. The parcel map subdivides an existing parcel to create no more than two new parcels of approximately equal lot area provided that one parcel shall not be smaller than 40 percent of the lot area of the original parcel proposed for subdivision.
C. Both newly-created parcels are a minimum of 1,200 square feet.
D. The parcel being subdivided has not been established through prior exercise of a parcel map pursuant to this section, nor has the owner or any person acting in concert with the owner previously subdivided an adjacent parcel pursuant to this section.
E. The proposed parcel map would not require demolition or alteration of any of the following types of housing:
1. Housing subject to a recorded covenant, ordinance, or law that restricts rents to levels affordable to persons and families of moderate, low, or very low income.
2. Housing which has been occupied by a tenant anytime within the last three years.
3. Housing subject to any form of rent or price control through a public entity’s valid exercise of its police power.
4. A parcel or parcels on which an owner of residential real property has exercised the owner’s rights under Chapter 12.75 (commencing with Section 7060) of Division 7 of Title 1 to withdraw accommodations from rent or lease within 15 years before the date that the development proponent submits an application.
F. The parcel is not located within a historic district or property included on the State Historic Resources Inventory, as defined in Section 5020.1 of the Public Resources Code, or within a site that is designated or listed as a city or county landmark or historic property or district pursuant to a city or county ordinance. 8 G. The parcel is not located on a site that is or contains any of the following, pursuant to Government Code subparagraphs (B) to (K), inclusive, of paragraph (6) of subdivision (a) of Section 65913.4:
1. Either prime farmland or farmland of statewide importance, as defined pursuant to United States Department of Agriculture land inventory and monitoring criteria, as modified for California, and designated on the maps prepared by the Farmland Mapping and Monitoring Program of the Department of Conservation, or land zoned or designated for agricultural protection or preservation by a local ballot measure that was approved by the voters of that jurisdiction.
2. Wetlands, as defined in the United States Fish and Wildlife Service Manual, Part 660 FW 2 (June 21, 1993).
3. Within a very high fire hazard severity zone, as determined by the Department of Forestry and Fire Protection pursuant to Section 51178, or within a high or very high fire hazard severity zone as indicated on maps adopted by the Department of Forestry and Fire Protection pursuant to Section 4202 of the Public Resources Code. This subparagraph does not apply to sites excluded from the specified hazard zones by a local agency, pursuant to subdivision (b) of Section 51179, or sites that have adopted fire hazard mitigation measures pursuant to existing building standards or state fire mitigation measures applicable to the development.
4. A hazardous waste site that is listed pursuant to Section 65962.5 or a hazardous waste site designated by the Department of Toxic Substances Control pursuant to Section 25356 of the Health and Safety Code, unless the State Department of Public 9 Health, State Water Resources Control Board, or Department of Toxic Substances Control has cleared the site for residential use or residential mixed uses.
5. Within a delineated earthquake fault zone as determined by the State Geologist in any official maps published by the State Geologist, unless the development complies with applicable seismic protection building code standards adopted by the California Building Standards Commission under the California Building Standards Law (Part
2.5 (commencing with Section 18901) of Division 13 of the Health and Safety Code), and by any local building department under Chapter 12.2 (commencing with Section 8875) of Division 1 of Title 2.
6. Within a special flood hazard area subject to inundation by the 1 percent annual chance flood (100-year flood) as determined by the Federal Emergency Management Agency in any official maps published by the Federal Emergency Management Agency. If a development proponent is able to satisfy all applicable federal qualifying criteria in order to provide that the site satisfies this subparagraph and is otherwise eligible for streamlined approval under this section, a local government shall not deny the application on the basis that the development proponent did not comply with any additional permit requirement, standard, or action adopted by that local government that is applicable to that site. A development may be located on a site described in this subparagraph if either of the following are met:
a. The site has been subject to a Letter of Map Revision prepared by the Federal Emergency Management Agency and issued to the local jurisdiction. b. The site meets Federal Emergency Management Agency requirements necessary to meet minimum flood plain management criteria of the National 10 Flood Insurance Program pursuant to Part 59 (commencing with Section 59.1) and Part 60 (commencing with Section 60.1) of Subchapter B of Chapter I of Title 44 of the Code of Federal Regulations.
7. Within a regulatory floodway as determined by the Federal Emergency Management Agency in any official maps published by the Federal Emergency Management Agency, unless the development has received a no-rise certification in accordance with Section 60.3(d)(3) of Title 44 of the Code of Federal Regulations. If a development proponent is able to satisfy all applicable federal qualifying criteria in order to provide that the site satisfies this subparagraph and is otherwise eligible for streamlined approval under this section, a local government shall not deny the application on the basis that the development proponent did not comply with any additional permit requirement, standard, or action adopted by that local government that is applicable to that site.
8. Lands identified for conservation in an adopted natural community conservation plan pursuant to the Natural Community Conservation Planning Act (Chapter 10 (commencing with Section 2800) of Division 3 of the Fish and Game Code), habitat conservation plan pursuant to the federal Endangered Species Act of 1973 (16 U.S.C.
Sec. 1531 et seq.), or other adopted natural resource protection plan.
9. Habitat for protected species identified as candidate, sensitive, or species of special status by state or federal agencies, fully protected species, or species protected by the federal Endangered Species Act of 1973 (16 U.S.C. Sec. 1531 et seq.), the California Endangered Species Act (Chapter 1.5 (commencing with Section 2050) of Division 3 11 of the Fish and Game Code), or the Native Plant Protection Act (Chapter 10 (commencing with Section 1900) of Division 2 of the Fish and Game Code).
10. Lands under conservation easement.
18.05.030 Application Materials Required.
Whenever a tentative map is required, the subdivider shall submit to the director a complete tentative map application to be processed in accordance with the provisions of this chapter and title.
A complete application shall include the following:
A. Application Form.
1. The application shall be in a form specified by the director and shall be accompanied with the correct filing fee;
2. A description of the applicant’s interest in the property shall be stated on the application form;
3. A dated signature by the property owner, or owners, authorizing the processing of the application, and, if so desired by the property owner, authorizing a representative to bind the property owner on matters addressed in the application.
B. Tentative Map: Preparation, Form and Number of Copies.
1. The tentative map shall be clearly and legibly drawn and prepared by or under the direction of a registered civil engineer or licensed land surveyor. 12 2. The scale of the map shall be at least one inch equals 40 feet unless otherwise specified by the director. If necessary to provide the proper scale, more than one sheet may be used, but the relation of the several sheets shall be clearly shown on each.
3. No single sheet shall exceed 60 inches in length and 42 inches in width.
4. Full size copies, and one copy reduced to eight and one-half inches by 11 inches (suitable for reproduction) of the tentative map. The number of the tentative map copies shall be specified by the director.
C. The following information shall appear on the face of the tentative map:
1. The proposed subdivision name;
2. Names, addresses and telephone numbers of the record owner and subdivider of the land;
3. Name, address and telephone number of the person, firm or organization that prepared the tentative map, and the applicable registration or license number;
4. Date of preparation, north arrow and scale of the map;
5. If the tentative map is based on a survey, the date of the survey;
6. A vicinity map of appropriate scale sufficiently covering adjoining territory to clearly indicate the nearby street patterns, major access streets, property lines, and other adjacent properties in the subdivider’s ownership (north arrow pointing in the same direction as the north direction of the subdivision);
7. A statement of existing and proposed zoning and general plan categories, and existing and proposed uses of the property, with the approximate areas of the proposed uses by type;
13 8. Boundaries and dimensions of the property(ies) involved in the subdivision, with sufficient information to locate the property(ies), and the total area of the subdivision;
9. A list of all service providers and districts, including water, sewer, electric, natural gas, phone, cable and schools;
10. The name of all adjacent subdivisions, if any, and property lines sufficient to show their relationship to the proposed subdivision;
11. Contour lines at intervals of not more than two feet where the general slope of the property is less than 10 percent, and/or at five-foot intervals where the general slope of the property exceeds 10 percent. Contour lines shall extend beyond the tract boundaries where necessary to show drainage conditions on surrounding property which may affect the subdivision;
12. Topographic information shall be sufficient to fully show the configuration of the land and any and all depressions that present drainage problems;
13. The location and general description of any trees with notations as to their specimen type, and other significant natural features with notations as to their retention or destruction;
14. The location of all structures within the subdivision boundaries, notations if they are to remain or be removed, and their distances from other structures and existing or proposed streets and lot lines;
15. The locations, widths and purposes of all existing and proposed easements for utilities, drainage and other public or private purposes, shown by dashed lines, within and adjacent to the subdivision;
14 16. The location of any 100-year future floodplain. The city engineer may require additional hydrologic analysis to update or determine the boundaries of the 100-year floodplain;
17. Any area of fill or excavation and their respective quantities within the 100-year future floodplain;
18. The locations, widths and names or designations of all existing or proposed streets, alleys, pedestrian ways and other rights-of-way, whether public or private, within and adjacent to the subdivision (including the radius of each centerline curve);
19. The lines and approximate dimensions of all lots, with sequential numbers assigned to each;
20. The total number of lots (listed by phase, if applicable);
21. The total area in square footage or acreage to the nearest one-tenth acre of each lot proposed to be utilized for other than single-family or two-family housing; and
22. A statement on the face of the tentative map declaring that all easements of record are shown on the tentative map and will appear on the final maps.
D. Additional Information and Plans Required With Ministerial Tentative Map Application. In addition, the following plans and information shall be submitted with a tentative map application:
1. A statement of proposed improvements, including all utilities and landscaping; and
2. A preliminary title report issued not more than six months prior to its submission to the city.
15 3. Except for an Affordable Housing Project, an affidavit signed by the applicant stating that the applicant intends to occupy one of the housing units as their principal residence for a minimum of three years from the date of the approval of the parcel map.
This requirement shall not apply to an applicant that is a “community land trust,” as defined in clause (ii) of subparagraph (C) of paragraph (11) of subdivision (a) of Section 402.1 of the Revenue and Taxation Code, or is a “qualified nonprofit corporation” as described in Section 214.15 of the Revenue and Taxation Code. The affidavit shall further state that the applicant understands that uses allowed on the newly-created lots shall be limited to residential uses.
18.05.040 Prefiling.
Within 30 days of receiving a tentative map application the planning department shall, in writing, determine if the application meets the requirements of Section 18.05.020 and Section
18.05.030. When an application is either ineligible for the ministerial parcel map process or is missing any required information it will not be processed. Prefiling occurs on the date that the application is received with all required information. (Ord. 3286 § 3, 1998; Ord. 2747 § 1, 1993.)
18.05.050 Application referral.
Within five days of prefiling the director will refer copies of the tentative map application to any city department, local, state or federal agency, or other individual or group the director believes may be interested in the project. If no response is received within 21 days of the referral 16 date, the director will assume that the outside agency, individual or group has no comments. (Ord. 2747 § 1, 1993.)
18.05.060 Acceptance of application.
Pursuant to Government Code Section 65943, a tentative map application shall be accepted as complete by the director if it meets the requirements of Section 18.05.030 of this title.
Within 30 days of prefiling, the director shall send a letter to the applicant indicating:
A. If all of the required information for a tentative map application has been correctly submitted pursuant to Section 18.05.030; and
B. All information necessary to accept a complete application and to clarify, amplify, correct or supplement the application; and
C. Suggested design changes or conditions of approval which may need to be met in order to receive approval.
If the director determines additional information is required, and the additional information has not been received within six months of the letter requesting the information, then the application shall be deemed withdrawn, unless extended pursuant to § 18.06.150. (Ord. 2747 § 1, 1993.)
18.05.070 Application deemed “filed.”
17 An application shall be deemed filed in accordance with Section 66452.1 of the Subdivision Map Act on the date the tentative map application is accepted as complete as specified in Section 18.05.060. (Ord. 2747 § 1, 1993.)
18.05.080 Approval by City Engineer.
After an application is filed, the City Engineer shall approve the tentative map based upon the minimum findings below, and in accordance with the requirements of this title.
A. The tentative map conforms to all applicable objective requirements of the Subdivision Map Act (Division 2 (commencing with Section 66410)), except as otherwise expressly provided in this section.
B. The tentative map conforms to objective zoning standards, objective subdivision standards, and objective design review standards, except that conformance is not required where imposition of the standards would have the effect of physically precluding the construction of two units on either of the resulting parcels or that would result in a unit size of less than 800 square feet, nor shall it be required to correct existing non- conforming zoning conditions.
C. The tentative map provides necessary easements for the provision of public services and facilities.
D. The parcels have access to, provide access to, or adjoin the public right-of-way.
E. The project will not have a specific, adverse impact, as defined and determined in paragraph (2) of subdivision (d) of Section 65589.5, upon public health and safety or the physical environment and for which there is no feasible method to satisfactorily mitigate or avoid the specific, adverse impact.
18 SECTION 5. Section 18.06.010 of Chapter 18.06 of Title 18 of the Roseville Municipal Code is hereby amended to read as follows:
CHAPTER 18.06 TENTATIVE MAP APPLICATIONS – DISCRETIONARY
18.06.030 Application required to process a tentative map.
Whenever a tentative map is required, the subdivider shall submit to the director a complete tentative map application to be processed in accordance with the provisions of this chapter and title.
A complete application shall include the following:
A. Application Form.
1. The application shall be in a form specified by the director and shall be accompanied with the correct filing fee;
2. A description of the applicant’s interest in the property shall be stated on the application form;
3. A dated signature by the property owner, or owners, authorizing the processing of the application, and, if so desired by the property owner, authorizing a representative to bind the property owner on matters addressed in the application.
B. Tentative Map: Preparation, Form and Number of Copies.
1. The tentative map shall be clearly and legibly drawn and prepared by or under the direction of a registered civil engineer or licensed land surveyor. 19 2. The scale of the map shall be at least one inch equals 40 feet unless otherwise specified by the director. If necessary to provide the proper scale, more than one sheet may be used, but the relation of the several sheets shall be clearly shown on each.
3. No single sheet shall exceed 60 inches in length and 42 inches in width.
4. Full size copies, and one copy reduced to eight and one-half inches by 11 inches (suitable for reproduction) of the tentative map. The number of the tentative map copies shall be specified by the director.
C. Information Required on a Discretionary Tentative Map. The following information shall appear on the face of the tentative map:
1. The proposed subdivision name;
2. Names, addresses and telephone numbers of the record owner and subdivider of the land;
3. Name, address and telephone number of the person, firm or organization that prepared the tentative map, and the applicable registration or license number;
4. Date of preparation, north arrow and scale of the map;
5. If the tentative map is based on a survey, the date of the survey;
6. A vicinity map of appropriate scale sufficiently covering adjoining territory to clearly indicate the nearby street patterns, major access streets, property lines, and other adjacent properties in the subdivider’s ownership (north arrow pointing in the same direction as the north direction of the subdivision);
7. A statement of existing and proposed zoning and general plan categories, and existing and proposed uses of the property, with the approximate areas of the proposed uses by type;
20 8. Boundaries and dimensions of the property(ies) involved in the subdivision, with sufficient information to locate the property(ies), and the total area of the subdivision;
9. A list of all service providers and districts, including water, sewer, electric, natural gas, phone, cable and schools;
10. The name of all adjacent subdivisions, if any, and property lines sufficient to show their relationship to the proposed subdivision;
11. Contour lines at intervals of not more than two feet where the general slope of the property is less than 10 percent, and/or at five-foot intervals where the general slope of the property exceeds 10 percent. Contour lines shall extend beyond the tract boundaries where necessary to show drainage conditions on surrounding property which may affect the subdivision;
12. Topographic information shall be sufficient to fully show the configuration of the land and any and all depressions that present drainage problems;
13. The location and general description of any trees with notations as to their specimen type, and other significant natural features with notations as to their retention or destruction;
14. The location of all railroad rights-of-way and grade crossings; approximate locations of all existing wells, abandoned wells and sumps; and an indication of any physical restrictions or conditions in the subdivision which affect the use of the property;
15. The location of all structures within the subdivision boundaries, notations if they are to remain or be removed, and their distances from other structures and existing or proposed streets and lot lines;
21 16. The locations, widths and purposes of all existing and proposed easements for utilities, drainage and other public or private purposes, shown by dashed lines, within and adjacent to the subdivision;
17. The location of any 100-year future floodplain. The city engineer may require additional hydrologic analysis to update or determine the boundaries of the 100-year floodplain;
18. Any area of fill or excavation and their respective quantities within the 100-year future floodplain;
19. The proposed method of providing storm water, drainage and erosion control;
20. The locations, widths and names or designations of all existing or proposed streets, alleys, pedestrian ways and other rights-of-way, whether public or private, within and adjacent to the subdivision (including the radius of each centerline curve);
21. Any planned line for street widening or for any other public project in and adjacent to the subdivision;
22. The lines and approximate dimensions of all lots, with sequential numbers assigned to each;
23. The total number of lots (listed by phase, if applicable);
24. The total area in square footage or acreage to the nearest one-tenth acre of each lot proposed to be utilized for other than single-family or two-family housing;
25. The boundaries and acreages of existing and proposed public areas in and adjacent to the subdivision, with the nature of each indicated thereon with the acreage thereof;
26. Land to be offered for dedication for park or recreation purposes, for school purposes, for purposes of providing public access to any public waterway, river or stream, or other public purpose, shall be so designated;
22 27. Any changes to the subdivision design standards requested pursuant to Section
18.08.090 of this title must be shown on the tentative map and shall be clearly labeled and identified;
28. If multiple final or parcel maps are to be filed on portions of the property shown on the tentative map, a clear statement on the face of the tentative map indicating the intent of the subdivider to do so. Except that if a development agreement obligates the subdivider to show proposed phasing of multiple final maps, then the subdivider shall show the phases on the tentative map; and
29. A statement on the face of the tentative map declaring that all easements of record are shown on the tentative map and will appear on the final maps.
D. Additional Information and Plans Required With Discretionary Tentative Map Application. In addition, the following plans and information shall be submitted with a tentative map application:
1. A preliminary grading plan prepared in conformance with the improvement standards;
2. A preliminary soils report shall be submitted with every tentative map application.
The preliminary soils report may be waived by the city engineer if the city engineer determines that, due to the knowledge the city engineer has as to the soil qualities of the subdivision, a preliminary soils analysis is not necessary. If the preliminary soils report indicates the presence of critically expansive soils or other soil problems, including seepage, rocks or liquids containing deleterious chemicals which, if not corrected, would lead to structural defects or the deterioration of construction materials, a soils investigation of each lot in the subdivision may be required by the city engineer as a condition precedent to consideration of the tentative map. Any soils 23 investigation done pursuant to this title shall be prepared by or under the direction of a registered civil engineer, engineering geologist or geologist, specializing and recognized in soil mechanics and foundation engineering, and licensed in the state of California.
3. A statement of proposed improvements, including all utilities and landscaping;
4. Sufficient information concerning the existing use of land and water areas in the vicinity of the proposed project, insofar as the applicant can reasonably ascertain.
5. Any alterations proposed to the subdivision design standards shall be accompanied by supporting drawings, statements and other data as required in Section
18.08.090;
6. A preliminary title report issued not more than six months prior to its submission to the city;
7. A traffic study, if required by the criteria established in the improvement standards;
8. A master transportation, grading, and utility plans for subdivisions which exceed 100 acres or 250 parcels, or when required by the city engineer. The plans shall include all necessary supporting technical data and computations as required by the city engineer and the city’s improvement standards; and
9. Any other information the director deems necessary to review the application.
E. Additional Information Required for Vesting Tentative Maps. A subdivider who chooses to submit a vesting tentative map as provided for in this chapter shall also submit the following detailed information with the tentative map application:
1. Height, size, and location of all existing or proposed buildings, or structures;
2. Utility, sewer, water, storm drain, and road details; 24 3. Detailed grading plans adequate for issuance of a grading permit;
4. Complete applications for all other discretionary entitlements which are necessary for the proposed use(s);
5. Traffic circulation and impact;
6. Floodway control and impact;
7. A description of the proposed use(s) of the land.
SECTION 6. Section 18.06.050 of Chapter 18.06 of Title 18 of the Roseville Municipal Code is hereby amended to read as follows:
18.06.050 Application referral.
Within five days of prefiling the director will refer copies of the tentative map application to any city department, local, state or federal agency, or other individual or group, that the director believes may be interested in the project. If no response is received within 21 days of the referral date, the director will assume that the outside agency, individual or group has no comments. Comments related to the an environmental document for the a project may still be accepted and considered during its public review period.
SECTION 7. Section 18.06.080 of Chapter 18.06 of Title 18 of the Roseville Municipal Code is hereby amended to read as follows:
18.06.080 Environmental review of application.
25 A. Within 30 days of accepting a complete tentative map application, the director shall determine the appropriate environmental document pursuant to the California Environmental Quality Act (CEQA) prepare an initial study in compliance with CEQA. The director shall then determine the appropriate environmental document for the tentative map (a negative declaration or environmental impact report).
B. The director shall prepare and circulate for public review and comment the appropriate environmental document in accordance with the California Environmental Quality Act (CEQA). If the tentative map application is exempt from CEQA, a notice of exemption will be prepared.
SECTION 8. Section 18.10.010 of Chapter 18.10 of Title 18 of the Roseville Municipal Code is hereby amended to read as follows:
18.10.010 Applications required.
A. Whenever a lot line is adjusted between two or more lots, where the land taken from one lot is added to another lot, and where a greater number of lots than currently exists will not be created, a lot line adjustment application shall be filed with the director. A lot line adjustment associated with a residential multi-unit (three or more units) or mixed use housing project that provides a minimum of 20 percent of the units as affordable units for low, very-low or extremely low income households and where the applicant agrees to enter into an Affordable Housing Agreement prior to recordation of the lot line adjustment, will be approved though the ministerial engineering permit process in lieu of the discretionary lot line adjustment process. 26 B. Whenever two or more adjacent lots are to be merged voluntarily pursuant to Section 66499.20-3/4 of the Subdivision Map Act, a voluntary merger application shall be filed with the director. A voluntary merger associated with a residential multi-unit (three or more units) or mixed use housing project that provides a minimum of 20 percent of the units as affordable units for low, very-low or extremely low income households and where the applicant agrees to enter into an Affordable Housing Agreement prior to recordation of the voluntary merger, will be approved though the ministerial engineering permit process in lieu of the discretionary lot line adjustment process.
C. In accordance with Government Code Section 66499.20-1/2, subdivided lands may be merged and resubdivided without reverting to acreage by complying with all applicable provisions of the Subdivision Map Act and this title. All such requests shall be processed as a tentative map application in accordance with the requirements of Section 18.06.040 et seq. The filing of the final map or parcel map shall constitute the legal merger of the separate parcels into one parcel and the resubdividing of such parcel.
SECTION 9. Section 18.10.050 of Chapter 18.10 of Title 18 of the Roseville Municipal Code is hereby amended to read as follows:
18.10.050 Acceptance of application.
Following the referral period, the director shall send a letter to the applicant stating whether or not all required information for the lot line adjustment or voluntary merger application has been submitted, and itemizing all information necessary to accept the application. For 27 discretionary applications Tthe letter may also include recommended design changes or conditions of approval which may be recommended to the advisory agency.
If the director determines additional information is required, and the additional information has not been received within six months of the letter requesting the information, then the application shall be deemed withdrawn.
If the director determines that the application meets the requirements above, then the director shall:
A. For ministerial applications, forward the project to the city engineer for review and approval.
A.B. For discretionary applications, notice the project and pursuant to Table
18.04.030.A and set a tentative action date. Except that the director has the authority to forward the application to the commission for it to act upon.
SECTION 10. Section 18.10.060 of Chapter 18.10 of Title 18 of the Roseville Municipal Code is hereby amended to read as follows:
18.10.060 Minimum notice of a public hearing.
A. A notice of an intent to approve shall be provided for all lot line adjustment and voluntary merger applications except that no notice of intent shall be required to be provided for a prototype development plan project located within the Riverside Gateway specific plan area or for ministerial projects. Lot line adjustments and voluntary mergers associated with a Riverside Gateway specific plan area prototype development plan project shall be processed as stipulated in the Riverside Gateway specific plan implementation procedures. For all other discretionary lot 28 line adjustments and voluntary mergers, notice of the intent to approve shall be given at least 10 days in advance of the approval as follows:
1. By mailing, U.S. first class postage prepaid, to the applicant, the property owner of the affected property and to the property owners of all property within 300 feet of the affected property as such owners are shown on the last equalized assessment roll of Placer County.
B. Each notice to approve shall contain at a minimum:
1. The name(s) of the applicant(s) and property owner(s) of the affected property;
2. The file number assigned to the application;
3. The location of the affected property, both in text and graphically in the form of a map;
4. A description of the nature of the request;
5. A preliminary environmental determination;
6. Identification of the advisory agency as community development/planning director and the scheduled date for action; and
7. The following statement:
“The purpose of this notice is to inform you that an application for the described project has been submitted to the Roseville Planning Department. The Community Development/Planning Director may act on the application without holding a public hearing, unless a public hearing is requested in writing by you or any individual wanting to comment on the project prior to the scheduled approval date.”
8. A notice that if the decision is challenged in court, the challenge may be limited to raising only those issues which were raised at the public hearing, if a public hearing is requested, 29 or in written correspondence delivered to the community development/planning director at, or prior to, the public hearing; and
9. A discussion of the procedure for requesting a public hearing or filing an appeal.
C. Written notice shall also be given to any person requesting in writing notice of a particular application.
D. In addition to these notification procedures, the city may choose to give notice of the public hearing in any other way it deems necessary or desirable.
SECTION 11. Section 18.10.070 of Chapter 18.10 of Title 18 of the Roseville Municipal Code is hereby amended to read as follows:
18.10.070 Withdrawal by applicant.
Requests for withdrawal of any application pursuant to this title shall be submitted to the director in writing, unless made at the public hearing. Upon receipt of such request, the director shall notify all concerned parties of the withdrawal. A refund of the filing fee shall be made in accordance with adopted resolutions and ordinances in effect at the time the withdrawal is made.
SECTION 12. Section 18.10.080 of Chapter 18.10 of Title 18 of the Roseville Municipal Code is hereby amended to read as follows:
18.10.080 Approval, conditional approval or denial by advisory agency. 30 A. Following the notice, the advisory agency shall approve, conditionally approve, or deny the application in accordance with the requirements of this title. All decisions of the advisory agency may be appealed in accordance with the appeal procedures of Chapter 18.24.
B. The advisory agency shall attach conditions to the approval of a lot line adjustment to facilitate the following:
1. Compliance with the Zoning Ordinance for the district in which the parcels are located; except that if the parcels or structures are nonconforming with respect to Zoning Ordinance requirements, the lot line adjustment does not increase the degree of nonconformance;
2. Compliance with the local building regulations, including the UBC; and,
3. The relocation of existing infrastructure or easements.
C. The advisory agency may, for a voluntary merger, attach conditions in addition to those listed above to achieve compliance with the general plan, any applicable specific plan, the Zoning Ordinance, The Roseville Municipal Code, the subdivision design standards in Chapter
18.08, and any other applicable policy or standard adopted by the city council.
SECTION 13. Section 18.10.090 of Chapter 18.10 of Title 18 of the Roseville Municipal Code is hereby amended to read as follows:
18.10.090 Notice of decision.
Within two working days of the action by the advisory agency, the director shall mail a notice of the decision to the applicant at the address appearing on the application, or to such other address designated in writing by the applicant. The notice shall contain the following information:
31 A. Findings upon which the decision was based;
B. The environmental document prepared and date ratified, unless exempt; C. The action of the advisory agency;
D. Conditions of approval;
E. An application expiration date and renewal requirements; F. Notice of the appeal period and brief description; and G. Notice of need to pursue administrative remedies.
SECTION 14. Section 18.10.100 of Chapter 18.10 of Title 18 of the Roseville Municipal Code is hereby amended to read as follows:
18.10.100 Effective date.
A decision by the advisory agency to approve or conditionally approve an discretionary application shall be effective upon the expiration of the 10-calendar-day appeal period, unless an appeal is received. A decision by the city engineer to approve a ministerial application shall be effective upon the approval date.
SECTION 15. Section 18.24.010 of Chapter 18.24 of Title 18 of the Roseville Municipal Code is hereby amended to read as follows:
18.24.010 Appeal authority.
32 The appeal authority is designated according to Table 18.24.015 to hear appeals from any decision made pursuant to this title, including those relating to acceptance of prefiling materials, and to hear appeals of any decision of an advisory agency as designated in this title. Ministerial applications are not subject to appeal.
SECTION 16. Section 18.24.015 of Chapter 18.24 of Title 18 of the Roseville Municipal Code is hereby amended to read as follows:
18.24.015 Appeal authority, notice requirement and required hearing.
APPEAL AUTHORITY, NOTICE REQUIREMENT AND REQUIRED HEARING
Appeal from Action or Decision
of
Appeal Authority Notice Requirement
City Engineer Planning Commission H*
Community
Development/Planning Director
Planning Commission H*
Design Committee City Council H*
Planning Commission City Council H*
Notice Type:
Type “H”: Public Hearing—Notice of the public hearing shall be provided consistent with Public Hearing Notice requirement in 18.06.130.
SECTION 17. This ordinance shall be effective at the expiration of thirty (30) days from the date of adoption.
33 SECTION 18. The City Clerk is hereby directed to cause this ordinance to be published in full at least once within fourteen (14) days after it is adopted in a newspaper of general circulation in the City, or shall within fourteen (14) days after its adoption cause this ordinance to be posted in full in at least three (3) public places in the City and enter in the Ordinance Book a certificate stating the time and place of said publication by posting.
PASSED AND ADOPTED by the Council of the City of Roseville this ___ day of _______________, 20__, by the following vote on roll call:
AYES COUNCILMEMBERS:
NOES COUNCILMEMBERS:
ABSENT COUNCILMEMBERS:
______________________________
MAYOR
ATTEST:
_________________________________
City Clerk