Roseville City Council
July 6, 2022

Submission Date – May 6, 2022

5.6 TAB D: Project Understanding- Based on the available information, supplemental research, field observations, and experience with similar projects, provide a narrative describing your understanding of the services requested in this RFP, your general approach and any major challenges to achieving the City's stated goals. Include any issues that you believe will require special consideration for this project. Also identify any unique approaches or strengths that your firm may have related to this project. City staff will assess your understanding of all aspects of the project based on the overview.

LWP is prepared to hit the ground running. We are confident that we can reduce the City of Roseville’s Workers’ Compensation costs while easing the process at the same time. We recognize that you are seeking a partner with a good understanding of the principles that differentiate excellence in Workers’ Compensation from mediocrity and require a partner who can deliver. LWP is that partner!
Our exclusive focus on Workers’ Compensation claims coupled with our results-oriented culture allow us to balance the need for customization with the discipline to execute our Best Practices and deliver superior results. We are confident that we can deliver services that will provide you with a distinct financial advantage. In addition to providing initial programs that are tailored to the client’s needs, LWP is committed to providing access to new programs and strategies that are developed to meet the ever-changing Workers’ Compensation environment. Based on our understanding of the program, we believe that the ability of a new TPA to succeed will boil down primarily to the following:
 Installing the Programs: (including the Clinical Component, Medical Provider Network, Disability Management, Litigation Support, Subrogation Support, and Special Investigations)  Managing the IT Component
 Assimilating the Claims and Providing the Transition Support  Disciplined Execution of Best Practices
 Effective Cost Containment Strategies
 Client Support
Because our service model is based on the principle of customizing our services to meet the unique characteristics and needs of our clients, we offer a menu of possible services. We expect to further fine tune our recommendations and customize and tailor our services by working with you to identify particular areas of need.

Installing the Programs
Immediately upon selection of LWP, we recommend a meeting with the City and LWP to ensure that all claim management programs are properly tailored to meet your specific needs. We are confident that our processes will support those programs that are working well, and through collaboration we can strengthen results in other areas. We believe in continually refining our approach to stay ahead of the ever-changing external legislative, judicial and clinical factors that can drive costs up. Our initial recommendations on an approach to the major claims programs are:
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The Clinical Component
At LWP, we believe that excellence in clinical management is the best way to shorten disability durations and speed both return-to-work and claims closure. Our track record for excellent outcomes is the result of our focus on aggressive up-front medical treatment, a reliance on evidencebased protocols and very aggressive return-to-work efforts. We subscribe to the sports medicine philosophy of medical treatment. We advocate immediate diagnostics and early aggressive treatment to shorten the treatment timetables and keep the injured worker focused on recovery and return to work. Additionally, we know that passive treatment and delays can also lead to dependence on pain medications and the resulting “disability” syndrome. We are willing to “think outside the box” when treatment alternatives are presented that have a likelihood of a productive return to work.

Upon contract award, we will want to schedule a meeting with the City to accomplish the following:
 Gain a full understanding of your network preferences (including discussing your perspective about MPN as well as identifying any providers with whom the City has concerns)
 Agree on UR protocols (which we view as related to the network choice)  Determine the City of Roseville’s Preferred providers for Pharmacy Benefits, Diagnostic, Transportation, Translation, Durable Medical Goods (LWP has programs available for all, if there is interest)
Some of our differentiators include:
 UR plan that accommodates adjusters approving needed treatments without delay – roughly 93% of all treatment requests are approved by the Examiner without the delay and expense of Utilization Review
 Diagnostic testing program that gives us access to preferential testing appointments at various providers at discounted rates
 Three pronged approach to preventing prescription drug overutilization (including Pharmacy Benefit Network that includes first-fill, Opiate Drug screening and physician peerto-peer wean down support)  Very judicious use of Nurse Case Managers with many assignments limited to one-time tasks Medical Provider Network
LWP offers a proprietary Medical Provider network that is available to the City, if there is interest.

We strongly recommend this network as an important tool in litigation prevention as well as a method to contain medical costs.

Our network, developed by Signature Networks Plus, offers clients a very distinct advantage, both in quality of care and in cost. The network is offered in two forms- one including Kaiser and one excluding Kaiser, with all other features of the networks being identical. Some advantages to our network include:
 Statewide Network developed by industry leading network developers  Providers were carefully chosen based on extensive data that measures outcomes (returnto-work and treatment durations) 14 Response to RFP – City of Roseville

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 Need for utilization review is significantly reduced by quality of physicians (saving time and expense)
 Significantly deeper discounts than most MPNs
 No access fee (client pays only the PPO % of savings BELOW fee schedule without any separate access fee.)
 Litigation rates are significantly reduced through use of a good network Upon contract award, we hope to meet with you to better understand your perspective toward Medical Provider Networks and any interest you may have.

Disability Management
LWP is committed to proactive disability management that is focused on early and sustained Returnto-Work. We recognize the need for early aggressive medical treatment so as to minimize disability and facilitate case resolution. We know that claims resolve quicker when the injured worker is returned to work. While an injured worker is disabled, we contact the treating physicians no less frequently than every two weeks. During the call, we attempt to coordinate release to full duty or, failing that, a return to modified or alternate work. Our staff is trained to probe for information about what an employee is physically ABLE to do, rather than accepting “unable to return to work” as a status. We focus on activities of daily living to determine whether we can work with the employer to create modified duties based on those abilities.

Upon contract award, we would like to meet with you to fully understand the City’s Return-to-Work Program so that we can most effectively interface. Although we have extensive experience with various Return-to-Work programs, we recognize that each program is designed slightly differently, and want to ensure we design our workflows to interface seamlessly with the City.

Litigation Support
LWP believes in aggressive litigation management focused first on avoiding the process and then limiting the use of counsel to task assignments when appropriate. As a result, our clients enjoy litigation rates that are more than 50% below the state average. We believe, and have proven, that prompt and appropriate file handling reduces the number of claims that go into litigation. By involving the injured worker and employer as key members of the claim management team, conflicts and disputes are avoided and/or minimized.

Our litigation management strategies include:
 Referrals to counsel are limited, and when needed, are issue-specific  Litigation budgets are required of counsel
 All case activity requires the Examiner’s approval
 LWP Examiners maintain control of the file at every step of the process  LWP Examiners are trained to manage basic legal issues without attorney involvement  LWP recommends litigation claim reviews to review all litigated cases with the attorney(s), client and Claims staff.

Through these practices we have been able to successfully control our clients’ allocated loss adjustment expenses and the impact that litigation has on average claim duration. When litigation 15 Response to RFP – City of Roseville

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commences, we evaluate the case for resolution at every step of the process. Upon contract award, we will work with the City to fine tune our litigation management program to fit your EXACT needs.

Subrogation Support
Upon contract award, LWP will discuss subrogation in depth to learn more about the City’s philosophies relative to subrogation, particularly relative to your vendors and residents. Our approach to subrogation is to ensure we fully understand the relationships and expectations before we receive the claims. It is our philosophy to aggressively pursue subrogation when appropriate without interfering with any client relationships. Once we have a clear understanding of the expectations, we will customize our protocols and training to support you.

Special Investigations Unit (SIU)
Our approach to SIU is consistent with our approach in all other areas. We do not paint all injured workers with a broad brush. We strive for balance, knowing that fraud must be taken very seriously, yet also recognizing that unfounded accusations and mistrust lead to unnecessary litigation and expense.

Our staff receives regular training in how to identify potential fraud without becoming suspicious of honest and well-meaning injured workers. We utilize a list of Key Fraud Indicators that assist the Examiner in identifying claims that may require additional investigation. Whenever red flags are identified, the Examiner will immediately contact the Employer to discuss and agree on an appropriate plan of action.

On occasion, the SIU investigation raises issues that do not rise to the level of prosecution, but which could still result in expedited return-to-work. Often, surveillance films can be shown to a treating physician that will result in the physician releasing the injured worker to return to modified or full duty. Films that show some moderate activity can be successfully used to prompt a release from care or return to work even if they are not sufficient for an SIU prosecution.

In the absence of a specific recommendation from our client, we work with Probe Information Services (now part of VRC) as our SIU partner. LWP and Probe formed a strategic partnership in 2004 to create a pro-active team to fight fraud and create positive claim outcomes. Probe provides LWP with both a compliant and committed Special Investigation Unit (SIU). Probe’s SIU provides annual anti-fraud training as well as reviews suspicious claims during their weekly visits to LWP’s offices. LWP’s claim professionals strategize with Probe’s SIU to develop a pro-active plan of action to utilize innovative investigative solutions to get malingerers back to work, stop exaggerators, identify abuse and successfully convict those who commit insurance fraud. During our partnership, we have had 30 convictions for insurance fraud with more than $1mil in restitution.

Managing the IT Component

The IT component of this program is very manageable, and we are committed to making a smooth transition. We will want to meet with the City immediately upon contract award to develop a step16 Response to RFP – City of Roseville

Submission Date – May 6, 2022
by-step transition plan for the various IT components of this project. Based on our current understanding, we would expect the following to be required:
 Data conversion and document intake from the City of Roseville’s TPA’s current claims system (including claims, documents and Bill Review history)  Access to our claim system
 Set up regular data extracts and reports to meet the City of Roseville’s needs  Any required performance data, metrics and stewardship reports Assimilating the Claims and Providing the Transition Support LWP has extensive experience in assimilating claims that have been previously handled by other administrators. Our previous intakes have ranged from 10 claims to 1500 open claims, with data history files including as many as 15,000 claims.

We understand that claims handlers can make a very significant impact on the bottom line results of a book of business. Although it is always ideal to manage a claim from day one, we do recognize that it is very possible to impact outcomes, even long after the claim arises. Our staff is trained to look for missed opportunities to impact outcomes, and to focus on accurate reserving, coding and outcomebased adjusting. We have a track record for focusing quickly on the right things, including:
 Identifying any claims that can still have major course corrections and produce savings  Accurately coding claims to allow trending of litigation, subrogation, etc.  Quickly identifying and pursuing subrogation/contribution opportunities before statutes run
 Systematically evaluating all claims for closure and cost-effectively closing down exposures We understand that the challenge of implementing the new program cannot distract us from also closing down those older files that can be resolved in the near term. We are very experienced at doing both things simultaneously. Some recent successes have included reducing the pending claims of a Joint Powers District from 374 indemnity claims (received from their prior TPA upon transfer) to 302 within 18 months and now to less than 290 claims.

Our experience with managing take over files enables us to commit to the following:
 Within 15 business days of claim data intake, all claims will be on diary and all disability calls will have been made
 Within 45-days all initial plans of action will be updated  Within 60 days, we’ll be prepared to meet with the City to review all open claims to discuss any issues identified, followed by transition to an ongoing claim review schedule.  At 70 days, we’ll be prepared to meet with Defense Counsel to conduct a litigation review.

We have attached a preliminary transition plan as Addendum B. Upon contract award, we will meet with the client to finalize the plan, and then will provide weekly updates until the transition is complete.

Disciplined Execution of Best Practices:
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LWP has a proven track record for disciplined execution. We have documented those practices that we are confident facilitate achievement of outstanding results. We measure and monitor our Examiner’s performance to be sure that the agreed Best Practices are utilized. We know that the difference between excellence and mediocrity is in the blocking and tackling that occurs each and every day. Yet, we also recognize that even tried and true techniques are not always the best course for any particular claim. Our Examiners are empowered to evaluate the circumstances of a claim and to consider an alternate course of action that is likely to lead to a better result for a particular claim.

We want our Examiners to “do the right thing,” rather than merely “doing things right.” If at any time, the Examiner proposes an alternative strategy, this will be discussed with the client prior to embarking on an alternative path.

At LWP, we recognize that our core responsibility is to investigate, adjust and settle claims. LWP has extensive protocols to ensure that we determine eligibility for, and then process both medical and indemnity benefits in a timely manner.

LWP’s contact is focused on determining what activities the employee is ABLE to perform. We do not accept “unable to work” as a status. We look for the activities that CAN be performed, including activities of daily living. We then work with the Employer to determine whether temporary modified work can be available to keep the employee at work.

Included in our core responsibility is timely payment of benefits and notices to employees. Through careful hiring and training practices working hand in a hand with a claims system specifically designed to move claims toward conclusion while complying with all regulations we are able to effectively meet this responsibility. Our unique approach to supervision and management also ensure compliance with the California Labor Code.

Once the objectives of the program are clearly defined and the City-specific workflows and Best Practices have been created, LWP will manage the claims according to those handling guidelines. We anticipate the life of an indemnity claim to be represented by the graph below; LWP will set up a claim and begin the three-point contact process immediately upon receipt of ANY notice of a claim. LWP Examiners are required to make three-point contact on all Indemnity claims Indemnity Claim Timeline

CLAIM REPORTED
TO LWP

SUPERVISOR

REVIEWS AND

ASSIGNS CLAIM
3 POINT CONTACT
MADE

INITIAL RESERVES
SET

PLAN OF ACTION

CREATED

SUPERVISOR
REVIEW

FIRST CASE

RESOLUTION
DIARY

PLAN OF ACTION

REVIEWED

SUPERVISOR
REVIEW

SUPERVISOR
REVIEW
Day 1 Day 1 24 hours Day 5 Day 14 Day 28 Day 30 Every 45 Days Day 90 Every 90 Days 18 Response to RFP – City of Roseville

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within 24 hours of receipt, with the first contact always being the employer. If voice-to-voice contact is not achieved, the Examiner will continue efforts to reach the parties until accomplished. Subject to the City’s approval, we recommend either three point or two point contact on all medical-only claims.

Once the three-point contact in completed the claim begins a cycle of proactive adjusting that is continually focused towards closure.

During the initial case evaluation and no later than five business days from the date the claim is originally reported to us, the Claims Examiner establishes a reserve that reflects the likely cost of the case based on the available factual and medical information. Subsequent reserve changes are made within five business days of receipt of any additional information supporting a reserve adjustment.

It is our philosophy to ensure that the reserves represent the likely outcome based on available information.

After assigning the claim and providing initial direction to the Examiner, the Supervisor next approves the compensability decision, after which they next review the claim and reserves at their 28 day review, and then subsequently at each touch point and on each oversight diary. Supervisors maintain oversight diaries no longer than 90 days apart, and more frequently for files with significant issues. Beginning with this review and continually through the life of the claims the supervisor and adjuster will work at each touch of the claim to move toward closure.

Our protocols include regular plan of action updates. For each claim issue, the Examiner will enter a status update as well as a plan for the steps necessary to resolve that issue. Each plan of action also contains a timeline and goal to resolve all issues and close the claim. The scheduled review and update of this plan will allow the City to immediately review the status of the claim at any time through online access.

Continued review by the examiner and the supervisor is maintained through the use of our diary system. Each time a diary is worked another will be set. We consider resolution of the claim at each touch and are constantly working to return the injured worker to work and close the claim.

Effective Cost Containment Strategies

Independent of the decision to choose a particular vendor/partner for cost containment services, we know that the results are impacted by the utilization strategy much more heavily than they are Claim
Reported
Assigned
to adjuster
3 point
contact
completed
Medical and disabilty
managment / Reserves
set or reviewed
Plan of action is created
or updated
Supervisor reviews the
file
Ongoing contact with
employer, employee
and doctor
Interal audit continually
reviews files for
compliance
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impacted by the choice of partner. The question to ask is “When UR should be used?” rather than “Who should provide my UR?” Therefore, we offer our cost containment strategies for the City’s consideration, so that they can assess our “fit” for their program.

LWP has a proven track record for “doing the right thing”, rather than merely “doing things right”.

Our focus is always on the successful outcome, rather than on the savings that can be generated by a single short-sighted transaction.

We maintain extensive cost-containment programs that are designed to first provide access to the best care available, and secondly, to offer cost savings where available. We review our claims and cost containment results regularly to look for patterns that may allow us to fine tune our Best Practices in order to maximize the impact that cost-containment techniques have in the right situations while minimizing the costs and time that can be spent chasing savings that can be less than the cost of the process. Plainly stated, we will not spend a dollar to try to save fifty cents.

LWP’s cost containment program, branded as “SPHERE Solutions,” is flexible and can be adapted to meet the unique needs of the client. We offer a menu of services, as well as interfacing with providers chosen directly by the client. Each service can be customized for each client.

Utilization Review
One of the distinguishing features of LWP’s UR program is our judicious use of UR. As with all other things, LWP does not believe that more is necessarily better. In fact, unnecessary UR can serve to alienate treating physicians and injured workers and drive up employers’ costs. We continually monitor each Examiner’s utilization to look for training opportunities. Examiners are encouraged to approve diagnostics and treatment that are very unlikely to be denied or modified. This can even include approving surgeries based on positive objective diagnostic findings. This approach is also consistent with our sports medicine philosophy to ensure aggressive, up-front medical care in order to speed the process from diagnosis to recovery.

Nurse Case Management
It is our philosophy to utilize nurse case management on a case-by-case basis. We believe that Case Managers can be an invaluable resource in the right situations. But indiscriminate use drives up claim costs while also diluting the nurse’s effectiveness on the right cases. More is not necessarily better.

Field case management is generally reserved for those claims that are more severe or where face-toface intervention with both the employee and treating doctor will serve to facilitate an early return to work and recovery. Most field case management assignments are task-specific, with the field case manager assigned to attend a medical appointment or meet with an injured worker and their family, after which they close their assignment until/unless requested to take any additional action.

We recommend case management services be implemented when a need is identified and should end when they are no longer impacting the return to work efforts or ultimate claim outcome. The specific guidelines are tailored to each client to be consistent with their return to work program. 20 Response to RFP – City of Roseville

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Medical Bill Review
At LWP, we believe that the most important component of bill review is identifying the best network for a client. Our clients can access both national and customized networks, and networks can be stacked in order to maximize savings. In order to provide extensive flexibility, we have built an internal system that adds a significant layer of quality control that sits on top of a bill review company’s software. By using this approach, we are able to offer our clients a full assortment of network options while still ensuring accuracy of reviews and payments and consistency across networks and providers. We have a fully integrated interface with CareWorks.

Medical Provider Network
LWP offers our client’s access to a proprietary Medical Provider network that we believe offers a very distinct advantage, both in quality of care and in cost. The network is offered in two forms- one including Kaiser and one excluding Kaiser, with all other features of the networks being identical.

Some advantages to our network include:
 Network developed by industry leading network developers  Providers were carefully chosen based on extensive data that measures outcomes (returnto-work and treatment durations)  Need for utilization review is significantly reduced by quality of physicians (saving time and expense)
 Significantly deeper discounts than most MPNs
 No access fee (client pays only the per-bill bill review fee, which includes MPN access)  Simplified enrollment
Should the City choose to utilize LWP’s network, there is no filing to do. LWP will provide the documents for posting, and the MPN can be utilized on Day 1.

Should the City prefer not to use a network, or prefer to choose another network, LWP’s bill review partner can access any network that the City makes available.

Prescription Drug Management
LWP has implemented an aggressive, multi-pronged approach to controlling Pharmacy Costs. Our program includes the following:

Pharmacy Benefit Network (PBN) – LWP has a strategic partnership with Optum for pharmacy services. Optum’s extensive network and pharmacy cards provide accessibility and ease of use for the injured employees. The network pricing and utilization review allow LWP to monitor medical use and control claim costs for our clients. Features include:
 No prescriptions can be filled in physicians’ offices  First Fill cards provided to employer
 Home Delivery service available
 Brand to generic channeling
 Both network discounts and out-of-network retrospective reviews  Robust database checks for drug interactions, non-formulary prescriptions, over-utilization and prescriptions filed by multiple physicians
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Peer-to-Peer Physician Intervention- LWP has partnered with Optum to offer peer-to-peer physician coaching for treating physicians who are uncomfortable with the wean-down and detox process.

They focus on educating physicians on safe methods of weaning, utilizing drug replacement strategies and detox methods.

Expedited Diagnostic Testing
For diagnostic services, LWP currently has strategic partnerships with One Call Medical and with HomeLink. The benefits of this arrangement are twofold - (1) preferential expedited appointments to speed diagnosis and treatment and (2) reduced fees for these services. Most tests can be scheduled within 24 hours to avoid the protracted delays that interfere with return-to-work and healing. There is no separate pricing for this program. Charges will be no higher than fee schedule, without any additional administrative charge.

Upon receipt of referral, the selected partner will contact the injured employee to schedule the diagnostic test at a network facility. Reports are sent to the claims examiner immediately following the diagnostic test.

Durable Medical Goods
LWP has a strategic partnerships with One Call Medical, Optum and with HomeLink for Durable Medical Goods. We channel to these providers in order to effectively track utilization as well as accessing discounted prices for durable goods (each has its own strengths).

Transportation and Translation Program/Network
LWP has a strategic partnership with One Call Medical. Their Relay-Ride program has resulted in very substantial savings by using an on-demand Lyft transportation model. Their proprietary software allows them to schedule and communicate with drivers and injured workers in real time, offering the injured employee seamless services at a much-reduced cost.

Translation services include the availability of language-line telephone translation in all languages, as well as on-site face to face translators for meetings, depositions and medical appointments.

Physical Therapy
LWP has formed a strategic partnership with One Call Medical and HomeLink to offer access to their Physical Therapy Network. The benefits of utilizing a network are:
 Removes the financial incentive for physicians to over-prescribe, since the therapy will be performed at a facility in which the physician has no financial interest  Consistency of reporting
 Discounted fees (16% below fee schedule)
Clinic Management Program
LWP’s managers work directly with medical clinics to improve their reporting practices when needed. We visit the business managers at those clinics to reinforce the necessity of providing timely and comprehensive reports that address our very specific requirements, including our requirement to comment on allowable activities of daily living when reporting any work restrictions. LWP has experienced improved reporting from some clinics following their understanding that patients will 22 Response to RFP – City of Roseville

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be directed to other clinics if we cannot obtain the information needed in order to support our clients.

Client Support
Proactive service coupled with responsiveness to clients’ needs is the hallmark of LWP’s service model. We understand that excellent adjusting is at the foundation of all service, yet also recognize that different stakeholders can have distinct needs. Although a larger Department may have more claims than a smaller one, each and every Department will enjoy customized service to meet their specific needs.

We expect to have very frequent communications with the City’s Risk Management team and staff.

We feel that it is very important to involve our clients in both routine and high level issues to ensure the maximum level of claims management is being provided. Successful claim outcomes can be traced very specifically to teamwork between the employer and the administrator.

Communications with our clients is done through a combination of email, telephonic and face-to-face means. The Manager and your staff will have cell phone numbers for the Claims Supervisor, the Claims Manager, Vice President of Claims and the President/CEO. All will be available to assist with issues, large and small. Additionally, we expect to provide regular reports that detail the status of various issues. You can expect regular calls from our management and meetings at whatever frequency is preferable to you.
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5.7 TAB E: Project Plan - Provide a detailed discussion of your firm's approach to the successful implementation of this project. Include thorough discussions of methodologies you believe are essential to accomplishing this project. Include a proposed work schedule to accomplish all of the required tasks within the desired timeline. Identify the staff who would be assigned to each task, including sub-consultants and sub-contractors. List any necessary equipment, training or installation services required.

Successful implementation will begin immediately upon contract award. As indicated in the attached draft transition plan (Addendum E), there are several items that are completed immediately. After a meeting with the key players, work will begin to identify our contacts at the City in order to allow successful transition at day one to a familiar and qualified staff. Data transitions will also begin almost immediately. We have found that successful data intakes require a dress-rehearsal intake with sample data, so that all issues can be identified and resolved prior to the actual intake. Banking relationships will also be established early in the process. The standard process includes preparation and submission of test checks for bank approval well ahead of the implementation date.

By doing this, we are assured that the bank is ready to honor checks on day-one.

At LWP, our goal is to remain flexible and customize our approach to working with each client. We recognize that communication will be the key to successful integration and preparation. Upon contract award, we will meet with the City to fine-tune the Transition plan and will then schedule weekly transition calls, updating the document before each weekly call.

Installing the Programs: (Claims Management and Managed Care) Claims Administration
At LWP, we recognize that our core responsibility is to investigate, adjust and settle claims in accordance with all applicable laws and regulations. We believe, though, that our responsibly extends well beyond following the rules and regulations. We believe that our approach must be consistent with our client’s risk management policies and objectives. We recognize that we will be acting as an extension of the City’s relationship with your employees, and that our actions have significant impact on the City, financially and operationally. We view the denial of claims as one of the outcomes that can result from a thorough investigation.

We believe that excellence in clinical management is the best way to shorten disability durations and speed both return-to-work and claims closure. Our track record for excellent outcomes is the result of our focus on aggressive up-front medical treatment, a reliance on evidence-based protocols and very aggressive return-to-work efforts. We subscribe to the sports medicine philosophy of medical treatment. We advocate immediate diagnostics and early aggressive treatment to shorten the treatment timetables and keep the injured worker focused on recovery and return to work. We favor functional restoration and work-hardening and are willing to “think outside the box” when treatment alternatives are presented that has a high degree of likely success. We understand that protracted treatment leads to a “disability” mindset and reduces the likelihood of a productive return to work.

It also leads to dependence on pain medications and the resulting “disability” syndrome.

We believe that the Best Practices of Clinical Management involve:
 Identifying and utilizing the best Physicians (those with a track record for successful outcomes through effective treatment and Early and sustained Return to work)  Speeding the process of diagnosis through access to fast-track Diagnostic Testing 24 Response to RFP – City of Roseville

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 Involving telephonic or field nurse case managers in serious or protracted cases  Considering the input of peer reviewers and second opinions  Consulting early with specialists
 Utilizing functional restoration and work-hardening, where appropriate  Accessing discounts and bill review savings alternatives where possible, but never at the expense of procuring the best treatment
Upon contract award, we will want to schedule a meeting with the City to accomplish the following:
 Gain a full understanding of the City’s network preferences (including Medical Provider Network preferences, as well as any providers with whom the City has concerns)  Agree on UR protocols (which we view as related to the City’s network choice)  Determine the City’s Preferred providers for Pharmacy Benefits, Diagnostic Procedures, Transportation, Translation, Durable Medical Goods (LWP has programs available for all, if the City is interested)
Further specifics of our detailed time limits and processes can be found in our Claims Best Practices attached as Addendum C.

LWP proposes Amber Davis as account manager for the City. Amber joined LWP in 2003 as an Examiner, progressing to Supervisor in 2008. She is now a Claims Manager, overseeing the teams that provide claims management for our northern California public agency clients. She has extensive experience in managing public agency claims, both as an Examiner, Supervisor and Claims Manager.

Amber holds a California Self Insured Plans certification and California adjusting designation. Her resume is included in Addendum A.

Managed Care
LWP’s business philosophy is to limit the work we do ourselves to those things that we are confident we can be the very best at. For that reason, LWP’s employees perform claims administration functions and extensive oversight of managed care and ancillary services.

For managed care and ancillary services, our approach has been to build partnerships with “Best in Class” partners and to then build our own capabilities and tools to enhance their services and ensure the ultimate effectiveness of the partnership by building extensive oversight and integration procedures and tools. Our integrated services are offered through “SPHERE Solutions”, our trade named division. Our recommended partners are:

Our Partners are:

Proprietary MPN Signature Networks Plus
Bill Review accūrō Solutions
Utilization Review Genex
Case Management Genex
Signature
Networks Plus accuro
Genex
Managed Care Optum One Call HomeLink
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Submission Date – May 6, 2022
Signature Networks PLUS - Signature is a Cypress, California based organization whose focus is in workers’ compensation insurance services. They maintain 3 locations, corporate office in Cypress, California and field offices in Granger, Utah and St. Louis, Missouri. To date they have developed and currently manage approximately 100 Medical Provider Networks (MPNs). They offer the flexibility to build to our clients’ specific needs and also offer custom Outcomes Based network programs.

Signature developed and manages LWP’s proprietary Medical Provider Network, and will serve as network manager, should the GIOC decide to utilize LWP’s network.

Contact: Robert Wagner - CEO
Signature Networks PLUS, Inc.
(562)-546-0035 X 308
[email protected]
accūrō Solutions – a sophisticated provider in the workers compensation claims space, delivers customized solutions with the determination to modernize the Medical Bill Review industry.

Through their ARC (Automation, Reliability & Collaboration) System, built on a foundation of modern technologies, accūrō Solutions provides unprecedented flexibility, scalability, and reliability to their clients. accūrō Solutions provides LWP with bill review software, and aggregate payment models to serve LWP’s clientele efficiently and with care.

Contact: Teri Mangus
National Sales Executive
accūrō Solutions
(909) 605-3551
[email protected]

Genex- serves as LWP’s Utilization Review and Nurse Case Management Partner, since purchasing Excel Managed Care, our partner since 2009.

Genex has 2,000+ direct-employed case managers, including more than 1,025 catastrophic case managers. In addition, they have over 265 bilingual case managers, with more than 50 in California alone. Genex improves RTW outcomes by more than 35%, compared to national benchmarks established by WCRI. For cases managed by Genex, 79% return to work within 30 days of referral.

Genex has 150 employees in the Utilization Review Department and uses a combination of both employed and contracted nurses and physician advisors. They directly employ three (3) medical physicians, 48 chiropractic physicians, and 15 registered nurses whose tenure with Genex averages 12 years. They contract with over 600 physicians, nurse practitioners, and registered nurses to service our customers’ clinical requirements. 95% of their contracted physicians are practicing physicians. They believe using physician reviewers who are in active practice leads to more informed, quality decisions. Genex UR services are managed under the direction of their clinical medical director, Dr. Dan Maldonado.

Contact: Brenda Smith, RN,BSN,CCM
National Account Manager
Genex
26 Response to RFP – City of Roseville

Submission Date – May 6, 2022
(541) 840-8900
[email protected]

In addition to these services, LWP has built a Medical Savings program, through which we offer access to specialty services and networks that are available to the GIOC.

Pharmacy Benefit Network- Optum
Durable Medical Goods- One Call Medical and HomeLink
Translation and Transportation- One Call Medical and HomeLink Expedited Diagnostic Testing One Call Medical and Homelink Physical Therapy Network- One Call Medical and Homelink

Optum – Optum came to be LWP’s partner through a series of mergers. Established in 1976, Progressive Medical merged with PMSI and rebranded their company as “Helios”, which then merged into Optum. Enjoying a long-term partnership with Progressive Medical, our management and dayto-day contacts have remained unchanged despite these mergers, giving LWP the advantage of more advanced technology coupled with partners who understand LWP’s programs, philosophies and our clients’ needs. As a full-service provider of technology-enabled, clinically driven services for Pharmacy, DME, Home Health Care, Transportation, Translation and Settlement Solutions, they deliver innovative solutions for cost containment across the claims lifecycle. The Optum companies have served as trusted resources for thousands of insurance payors, state workers’ compensation funds, employers, and third-party administrators for nearly 40 years. Today, Optum continues its leadership position by managing millions of pharmacy, DME, home health, transportation, translation, and settlement transactions for our clients each year. LWP partners with Optum for Pharmacy Benefit Network and physician peer-to-peer services.

Contact: Amy McDonald
Senior Account Manager
Optum
(763)497-5266
[email protected]

One Call – An industry leading managed care provider, One Call has built best I class services through acquisition and innovation. For Physical Therapy, they purchase Align Networks, who had created a program that is “comprehensive yet simple.” Unlike generalist networks, Align Networks developed specialized protocols for their network providers. Instead of focusing on back-end discounts, they actively manage cases up front, focusing on communication and the best patient care to ensure the fastest return-to-work results, resulting in quicker turn around, lower costs, and increased quality care. For Transportation, One Call developed Relay Ride, an industry leading program that utilizes their proprietary software to manage the utilization of Lyft on-call transportation, offering very significant savings.

Contact: Jessica Elliott
Client Service Director
One Call
(916) 836-6555
[email protected]
27 Response to RFP – City of Roseville

Submission Date – May 6, 2022
HOMELINK - Began as an idea within an HME buying group for community-based providers. An idea in the mind of a visionary with a simple philosophy: coordinate outstanding home health care services for people to recover and experience a higher quality of life. HOMELINK’s 500+ employee owners connect over 1,200 payers. These payers are connected to more than 36,000 core providers and an additional 72,000 community-based providers in our database, giving the highest quality of care to more than 30 million covered lives. Today HOMELINK has expanded its service offerings to everything under the ancillary umbrella including durable medical equipment, orthotics and prosthetics. home and vehicle modifications, transportation, translation, hearing healthcare, diagnostic imaging, outpatient physical therapy, post-acute care, and more. HOMELINK is relentlessly committed to providing unparalleled customer service and unsurpassed value to its loyal customers.

Contact: Whitney Gerst
Senior Account Manager
[email protected]
(310) 830-7656
1111 W. San Marnan Dr.

Waterloo, IA 50701

All fees will be billed through Sphere Solutions, our managed care arm. Fees are included in the pricing proposal.

Managing the IT Component : Immediately upon contract award, the IT transition begins. We have detailed the tasks in the Draft Transition plan, included as Addendum E. The high-level tasks include:
• Establishing contact with the IT staff at the current TPA • Developing data mapping to ensure a complete understanding of the data we will receive • Complete a test data intake
• Balance all test data to ensure accuracy intake of transaction-level detail • Determine the City’s preferred bank- produce test checks for Bank approval • Develop Positive Pay feed if City selects a bank for which we do not currently have a feed • Develop feeds with any managed care partners chosen by the City (if LWP partners are not utilized)
• Obtain copies of all reports needed by the City- complete programming of needed reports Assimilating the claims and providing the transition support: Immediately following contract award, we will obtain as much detailed claims information as is available, so that we can customize our transition team approach to effectively prioritize the claims intake. We are confident we can assimilate claims quickly and focus on aggressively resolving old files even while setting up the program to properly manage the new claims.

In addition to the assigned staff, LWP utilizes a “Swat Team” approach to the intake of a new program.

LWP assembles a team of staff (in addition to the staff assigned to the new client) to quickly review and triage ALL take-over claims to properly prioritize the intake so that the most critical claims are handled first. The SWAT team will identify critical issues (disability that is currently owed, 28 Response to RFP – City of Roseville

Submission Date – May 6, 2022
impending statutes, hearings, surgeries, etc.) The team members will develop a preliminary plan of action (within thirty days) and set diaries for the assigned Examiner based on prioritizing the issues.

Disciplined Execution of Best Practices: Once we have determined the details for each of the claims programs, we will memorialize all commitments in our customized special claims handling instructions. These will support each of the commitments made during the RFP process as well as any specific requirements outlined during implementation. We will then continually measure our performance against these standards and will utilize our internal Quality Control Supervisor to conduct internal audits, as well.

Customized Client Support: This process will begin during our implementation meetings and will continue throughout the life of the relationship. We will start by determining the City’s preferences for:
• Method of contact for routine questions (email? phone?) • Method of preferred loss reporting (online system is available) • Agreed wording for transition letters
• Scheduling of claim reviews
• Scheduling initial Litigation Review
• Reviewing reports to determine initial reporting package There will be no requirements placed on the City for equipment. Origami Risk is a web-based system which can be accessed by any computer that has internet access. LWP will provide training and installation support every step of the way.
29 City of Roseville – Scope of Services

Submission Date – May 6, 2022

SCOPE OF WORK
Claims Administration
A. Determine liability for claimed injuries and illnesses on a timely basis and in accordance with the California Labor Code;
LWP recognizes that the outcome of a claim is determined in no small part by the communications and decisions made in the first few days following the injury. Our Best Practices recognize this, and focus on quality and timely claim creation, investigation and reserving.

At LWP, we recognize that our core responsibility is to investigate, adjust and settle claims in accordance with all applicable laws and regulations. We believe, though, that our responsibility extends well beyond following the rules and regulations. We believe that our approach must be consistent with our client’s risk management policies and objectives. We recognize that we will be acting as an extension of the City relationship with your employees, and that our actions have significant impact on the City, financially and operationally. We view the denial of claims as one of the outcomes that can result from a thorough investigation.

All contacts are made within 24 hours of receipt, with the first contact always being the Employer.

We want to gather information while recollections are fresh, and explain the process to the injured worker so that he/she does not seek out an attorney for that purpose.

B. Determine eligibility for and authorize payment of medical and indemnity benefits on a timely basis;
LWP has extensive protocols to ensure that we determine eligibility for, and then process both medical and indemnity benefits in a timely manner.

Indemnity Benefits: LWP will make contact with the City, treating physician and injured worker within 24 hours of receipt of a lost time claim and follow up regularly to ensure that all indemnity payments are justified. We make contact with all three regularly in order to ensure all steps are being taken to return the employee to work as quickly and safely as possible.

LWP’s regular contacts with the treating physician are focused on determining what activities the employee is ABLE to perform. We do not accept “unable to work” as a status. We look for the activities that CAN be performed, including activities of daily living. We will then work with the City to determine whether temporary modified work can be available to keep the employee at work.

Settlement: LWP requires Examiners to complete a settlement worksheet that details all calculations (including PD advances, etc.) Settlement worksheets must be approved by the Supervisor before the settlements are paid.

Medical Benefits: LWP takes extensive steps to ensure that medical payments are appropriate and timely made. Those steps include:
41 City of Roseville – Scope of Services

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LWP has built an integrated approach to Bill Review that leverages our claims technology and our advanced knowledge of bill review pricing and quality control with our partnership with accuro, a “Best in Class” vendor who maintains exceptional bill review software, staff expertise and jurisdictional updates.

Over the years, we have continually refined our internal controls and system edits in order to offer our clients a very substantial added layer of quality control that sits on top of the Bill Review Company’s offerings, offering this combined program through “SPHERE Solutions,” our trade named Managed Care arm.

LWP takes extensive steps to ensure that medical payments are appropriate and timely made.

Those steps include:
 Timely use of Utilization Review, where appropriate (LWP’s UR plan allows the Examiner more flexibility to approve treatments without the necessity for UR. We believe that UR can be a valuable tool for evaluating complex treatments but serves to delay treatment and drive up costs if overused.)
 LWP approves all bills for payment PRIOR to sending to bill review. We do this so that our clients do not incur bill review charges for bills that should legitimately face objections. In 2021we saved our clients more than $420,000 in bill review fees that were not incurred because LWP filed an objection BEFORE sending the bills to bill review.  Proprietary bill processing workflows that provide an advanced interface between our claims system and the bill review software.

Our integrated LWP/accuro protocol is as follows:

1. Bill is received in our Sacramento location (via either email, fax, mail or upload from a provider’s FTP site)

2. The bill is scanned on date of receipt and indexed within 24 hours.

3. The image is then presented to the Examiner for approval in the Claims system.

4. Approved images are uploaded to a secure FTP site for pick-up by accuro. Each file has a descriptor that has the number and image ids included.

5. The bill data is entered into accuro’s ARC bill review system, the system checking against the required data elements and previous bill review history for possible duplication.

6. Once cleared for processing, each line of the provider bill is input for compliance to the fee schedule and sent to audit for accuracy of the coding. It is noteworthy that accuro does 42 City of Roseville – Scope of Services

Submission Date – May 6, 2022
not auto-adjudicate bills. Every bill is reviewed by a human…a trained, certified bill reviewer.

7. When the bill is determined to be correct, it is pended and transmitted to all affiliate networks for possible further contracted network reductions.

8. Once a bill is returned from the Networks, the accuro bill reviewer finalizes the reductions, processes an EOR and sends a file back to LWP in a daily electronic feed, which is posted to a secure FTP site.

9. Once a bill (with the corresponding EOR) is returned from the bill review software, it automatically uploads to our Check Validation queue, where it must pass through a series of automated and manual checks to verify accuracy and appropriateness. Those checks include a systematic check to ensure the following:
 Bill has been approved by the Examiner
 Payment is being made on the correct claim
 Provider has valid W9 on file
 No overlapping or duplicate payments that have been missed by the bill review software (as checked by procedure code, provider and dates of service)  Check does not exceed client’s special funds threshold  Client does not have special payment procedures

10. Once all verifications are completed (some are automated and some require claims experts verify), system will issue a check. EOR will print along with the check.

Additionally, a Supervisor must release each payment individually if they are caught in the queues based on:
 Claim is in delay or deny status
 Claim is coded as a “companion” claim
Expense Payments: For straight pay bills, we employ double-blind keying whereby two staff members each key the payment without the ability to see the work of the other keyer. A comparison queue is then worked by a supervisor to resolve any discrepancies thereby insuring accuracy in bill keying.

C. Review, compute, and, after approval by the City, pay all informal ratings, findings and awards, and settlements;
Whenever the opportunity for a settlement arises, (including for 0% PD settlements), LWP staff will prepare a settlement evaluation for the City. The evaluation will include all relevant information including employment status, permanent disability ratings, estimates of future medical care and costs, an evaluation of all legal issues, the rationale supporting the request and 43 City of Roseville – Scope of Services

Submission Date – May 6, 2022
the projected ultimate value of the claim along with a proposed settlement range. We will also present our recommendation for a settlement instrument (i.e. Compromise and Release, Stipulation, etc.) along with relevant Medicare considerations.

Upon contract award, we would like to understand the City’s perspective relative to Compromise & Release settlements. We have found that for clients who prefer Compromise and Release settlements, that even in situations where the future medical cannot be immediately settled (i.e. injured worker is not interested, or Medicare Set-Aside is exorbitant), there can be some cases where we may recommend a Compromise and Release with open medical treatment. In certain cases, this can serve the advantage of precluding claims for new and further disability, and can leave the door open for a subsequent Compromise and Release of future medical care at a future date.

Except in extraordinary circumstances, LWP will provide a settlement analysis at least ten (10) days prior to any settlement offers or conferences.

All settlement computations are reviewed by the supervisor prior to payment to ensure accurate calculations.

D. Arrange for informal disability ratings whenever possible to avoid unnecessary litigation; Although our examiners are fully trained in Permanent Disability rating, we also utilize the services of independent rating firms in complex cases where we believe it is appropriate to obtain confirmation of the application of the proper Whole Person Impairment, or in cases where we believe the permanent disability rating will likely be reduced through assisting the physician in understanding the mechanics of the rating process.

Because our litigation rates are low, and further because we retain defense attorneys only about 50% of the time in cases where injured worked is represented, we are very accustomed to negotiating directly with injured workers.

We recognize that negotiating with integrity and communicating effectively with the injured worker can result in a mutually acceptable resolution.

E. Pay any and all penalties due in accordance with the California Labor Code. Such penalties shall be paid by the claims administrator with liability for the action determined by the record unless such penalties were incurred as a result of the City's action or inaction; LWP is very diligent about timeliness, and rarely incurs penalties. We voluntarily self-impose any penalty that results from our actions, and immediately reimburse our clients. Additionally, we will provide a full accounting of any penalties incurred, along with a plan that would include any remedial steps taken to avoid future penalties.

F. Establish files containing medical and factual information on each reported claim, together with complete accounting records and maintain in accordance with statutory time requirements.
44 City of Roseville – Scope of Services

Submission Date – May 6, 2022
Claims records are kept electronically at LWP. Once LWP becomes the administrator, no new paper will be created, unless required by the City. LWP will maintain and store all paper files sent to us at time of take-over, and will maintain those in an orderly manner to meet all statutory file retention standards. For electronic data, LWP maintains all records permanently.

The City of Roseville will have electronic access to LWP’s claims system. In this system, the City will find all claims data, financial data, claims documents and adjuster notes and diaries, organized and searchable by subject for easy access.

G. Prepare, file, and maintain all information and reports as required by the State of California, Department of Self‐Insurance;
LWP regularly prepares the annual reports required by the Office of Self Insurance Plans. We will prepare the claims portion and will provide it to the City with plenty of lead time to allow the City of Roseville to add the portions required by the Employer.

H. Provide the City with information and recommendations for implementation strategies for changes or proposed changes in statutes, rules and regulations affecting the City under the California Labor Code for workers' compensation;
LWP offers our clients customized Workers’ Compensation training. We will develop modules to meet specific requests. For several clients, we conduct regular sessions, while for others, we respond to very specific individual requests.

Additionally, we regularly route updates to our clients, as well as developing PowerPoint presentations and conducting webinar for our clients, including some recent ones regarding Covid reporting We can commit to keep the City’s risk management staff up to date on legal and case management trends via regular communications.

If there is a law or regulation change that immediately impacts the City, we will ensure that the City is provided with the necessary information and recommendations to facilitate the change.

Further, it is anticipated that trends and changes in the workers’ compensation system will be discussed in the claim review process. From time to time, we recommend that assigned defense counsel attend claim reviews so that they can not only assist in facilitating proper case management and closure, but to bring the parties up to date on any legal reforms.

I. Review with the City the program's progress, including identification of problem areas and recommended solutions and attend on‐site meetings required by the City relative to the workers' compensation program;
The City can count on very extensive and thoughtful stewardship from LWP. We will provide customized risk management reports along with our qualitative assessment of the program on a regular basis. We recommend regularly scheduled stewardship meetings that can either be scheduled concurrent with a claims review, or scheduled separately, depending on the 45 City of Roseville – Scope of Services

Submission Date – May 6, 2022
preference of the City. We also welcome the opportunity to meet with the City’s Loss Prevention consultants and actuaries, if there is interest.

In addition to attending scheduled meetings, LWP will be available to attend impromptu meetings at any time.

J. Arrange for and supervise all necessary investigations to determine eligibility for compensation benefits and liability of negligent third parties; At LWP, a prompt and thorough investigation answers the questions of “who, what, when, where, why and how.” A prompt inquiry to determine the facts while the events are still fresh in everyone’s mind promotes the Claims Examiner’s ability to control and coordinate management of the claim.

Upon receipt, a claims supervisor will make recommendations for specific issues to consider during the initial investigation. We require supervisors to approve any claim delay or denial, and to verify that client consultation and approval has been secured before our supervisor can approve.

The three-point contact is completed within 24 hours, giving us as much time as possible to attempt to complete the full investigation without the need to send the Delay of Benefits letter.

Knowing that a delay letter contains legal language that often drives an injured worker to an attorney, we try to avoid the Delay letter if possible, in favor of completing the investigation and determining (in consultation with the employer) whether the claim will ultimately be accepted, or will be denied.

We recognize that claim investigation is critical to determining issues of employment, compensability, benefits, subrogation and safety hazards or violations. Claim investigation begins with the 3-point contact process. During the initial claim investigation, information may be uncovered that raises further questions and the need for a more extensive investigation. When these situations arise, the Examiner may recommend the use of an outside investigation, depending on the facts of the case. We will work closely with Valley Water to determine those cases that may benefit from outside investigations. Any potential referral will be reviewed with Valley Water prior to assignment. LWP has a close working relationship with Probe Information Services, which we can recommend highly, but is also happy to work with any investigators preferred by Valley Water.

Separate from any indications from the City that would trigger a potential referral to an outside investigator; we believe that there are a number of criteria that can be indicators that a field investigation and face-to-face statement taken from the injured worker may be indicated. Those criteria include:
 Vehicle accident
46 City of Roseville – Scope of Services

Submission Date – May 6, 2022
 Other than employer’s premises (slip and fall, water hazard, damaged walkways, sidewalks, etc.)
 Machinery or equipment failure
 Assault (human or animal)
 Employee’s account of incident changes as it is retold  Employee claims to have “forgotten” to report an important mechanism of injury  Employee’s initial account differs from physician’s First Report of Injury  Employee fails to report the injury in a timely manner  Lack of physical evidence to support claims
 Alleged injuries appear to be physically impossible
 Mechanism of injury is inconsistent with alleged injuries  More suspect if incident reported after days off
 Monday morning report of a Friday injury
 Claim filed more than a few days after the alleged injury  Claim occurs in conjunction with layoffs or announcements of changes  Claims occurring after termination
 Multiple prior claims
 Frequent address or phone changes
 Using a PO Box as a home address
 Worker uses addresses of friends, family, or PO Boxes; has no known permanent address and moves frequently.
 Inability to contact claimant at home when totally disabled  New hire at employer
 Chooses treating physician that is significant distance from employee  Tries to treat outside the MPN
 Upcoming job change or seasonal layoff immanent
 Worker reports an alleged injury immediately following disciplinary action, notice of probation, demotion, or being passed over for promotion  Worker has known high-risk activity, such as mountain climbing or snowboarding  Worker avoids the use of U.S. Mail; hand-delivers documents  Employee is known to have simultaneous employment
The results of each investigation will be discussed with the City before any action is taken based on the findings.
47 City of Roseville – Scope of Services

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Further, we expect to discuss investigation activity at each claim review and stewardship meeting.

K. Establish procedures to support the payment of all benefits and allocated expenses together with appropriate documentation necessary to reconcile a trust fund checking account provided by the City;
LWP has a dedicated banking team that is always available to the City. They can provide any reporting needed, both scheduled and ad hoc. They regularly reconcile accounts (by the 15th of each month, unless required earlier by a client), analyze the funding adequacy, provide historical reporting as well as recommendations and support. The City can modify your banking arrangements at any time.

LWP maintains well documented procedures to ensure accurate payments including:

Indemnity Benefits: LWP will make contact with the employer, treating physician and injured worker within 24 hours of receipt of a lost time claim and follow up regularly to ensure that all indemnity payments are justified. Contact with all three parties is made prior to each indemnity payment, at a minimum.

LWP’s contact is focused on determining what activities the employee is ABLE to perform. We do not accept “unable to work” as a status. We look for the activities that CAN be performed, including activities of daily living. We then work with the Employer to determine whether temporary modified work can be available to keep the employee at work.

Medical Benefits: LWP takes extensive steps to ensure that medical payments are appropriate and timely made. Those steps include:
 Timely use of Utilization Review, where appropriate (LWP has amended our UR plan twice to allow the Examiner more flexibility to approve treatments without the necessity for UR. We believe that UR can be a valuable tool for evaluating complex treatments, but serves to delay treatment and drive up costs if overused.)  LWP approves all bills for payment PRIOR to sending to bill review. We do this so that our clients do not incur bill review charges for bills that should legitimately face objections. In 2021 we saved our clients more than $420,000 in bill review fees that were not incurred because LWP filed an objection BEFORE sending the bills to bill review.  Proprietary bill processing workflows that provide an advanced interface between our claims system and the bill review software
LWP has built a detailed bill-processing engine that performs extensive checking before bills are paid. Once a bill is approved, it is either automatically uploaded to the bill review software, or routed to our Straight Pay engine, if the bill is not eligible for bill review (i.e. legal bill, UR bill, Interpreters bill, etc.)
48 City of Roseville – Scope of Services

Submission Date – May 6, 2022

For bills that are subject to bill review, our IT staff tracks each bill based on a document tracking number assigned at the time of initial receipt. That bill can then be tracked throughout the system, and can be searched in the Bill Review software if necessary.

Once a bill is returned from the bill review software, it is automatically uploaded to our Check Validation queues where it must pass a series of automated and manual checks. Those checks include a systematic check to ensure the following:

 Bill has been approved by the Examiner
 Payment is being made on the correct claim
 Provider has valid W9 on file
 There are no overlapping or duplicate payments (as checked by procedure code, provider and dates of service)
 Check does not exceed client’s special funds threshold  Client does not have special payment procedures

Additionally, a Supervisor must release each payment individually if they are caught in the queues based on:
 Claim is in delay or deny status
 Claim is coded as a “companion” claim
Expense Payments: For straight pay bills, we employ double-blind keying whereby two staff members each key the payment without the ability to see the work of the other keyer. A comparison queue is then worked by a supervisor to resolve any discrepancies thereby insuring accuracy in bill keying.

At LWP, we recognize that each client has its own unique banking needs and preferences. We have experience working with clients who choose Zero Balance accounts, trust accounts maintained by LWP, and accounts maintained by our clients. Upon contract award, we will meet with the City’s banking team to determine your exact specifications. We do not set out specifications, but rather adapt to the client’s needs and preferences.

Once we understand the City’s preferences, we will develop reporting that is customized to support the City’s needs.

Upon contract award LWP would like to meet with the City and review specific requirements which would then be incorporated into our workflows if necessary.

L. Sponsor and pay for a membership in the nationwide Index System on the City's behalf; submit all claims to the Index System as regular practice; It is our Best Practice to report all indemnity claims to the Index Bureau (Verisk) and to follow up with a subsequent report every six months until a claim is closed. Examiners are expected to 49 City of Roseville – Scope of Services

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follow up to obtain relevant records for any claims identified on the report. LWP maintains a subscription and can report to the Bureau using our membership.

M. Provide (at no cost to the City) informational pamphlets in appropriate languages to employees as required by the State of California relative to their workers' compensation benefits;
LWP will provide all informational pamphlets to the City’s employees in appropriate languages, and at no cost to the City of Roseville.

N. Provide all forms necessary for the processing of benefits or claims information including the Employer's Report of Injury, DWC Form 1, medical service orders, return to work slips, lost time information reports, vouchers, checks, and other related forms; Agreed

0. Provide assistance to the City in maintaining a modified work program that is appropriate for injured employees while recovering and prior to their return to regular duties; LWP is committed to proactive disability management that is focused on early and sustained Return-to-Work. We recognize the need for early aggressive medical treatment to minimize disability and facilitate case resolution. We know that claims resolve quicker when the injured worker is returned to work. While an injured worker is disabled, we contact the treating physicians no less frequently than every two weeks. During the call, we attempt to coordinate release to full duty or, failing that, a return to modified or alternate work. Our staff is trained to probe for information about what an employee is physically ABLE to do, rather than accepting “unable to return to work” as a status. We focus on activities of daily living to determine whether we can work with the employer to create modified duties based on those abilities.

Upon contract award, we will obtain all available job descriptions from the City so that we can ensure they are provided to the treating physicians. We can then follow up with specific questions to ensure that the treaters are focused on modified work until the employee is released to full duties.

P. Consult frequently with the City in those cases where the injury residuals might involve permanent work restrictions and/or retirement potential; We recognize the critical importance of closely monitoring the medical progress of injured workers and immediately notifying you of any indication that there may be permanent work restrictions. We recognize that you must then engage in the interactive process and then work with the Injured Worker to determine all applicable benefits, as well as the potential for an IDR.

Q. Refer litigated cases to attorneys approved by the City for the purpose of defending the City's interest before the Workers' Compensation Appeals Board and courts of law; 50 City of Roseville – Scope of Services

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We pride ourselves in our very low litigation rate. We believe, and have proven, that prompt and appropriate file handling reduces the number of claims that go into litigation. LWP does not automatically refer all litigated cases to defense counsel. A notice of representation from an injured worker does not trigger a referral. In fact, LWP is frequently successful in bringing claims by represented workers to conclusion without any involvement from defense counsel. Cases are referred to counsel only based on the complexity of the issues, and the need for professional services.

We expect to recommend very infrequent referrals to counsel but recognize that any referral will require your approval. Any recommendation for referral will be accompanied by our rationale for referral and our proposed strategy.

We believe that legal referrals should take place when it is determined that legal assistance is required in order to achieve the best outcome on the claim. Many assignments need only be task specific and, as such, when the requested task is completed defense counsel is to report on the completed task and outline additional recommendations for the adjuster to consider. Further attorney activity may only be completed upon the documented approval of the adjuster.

Common reasons for referral:
 Complete depositions
 Complex issues that require WCAB intervention
 Enforce utilization review determinations
 MPN disputes
 Subrogation matters
LWP will attempt case resolution prior to referral and will refer to attorneys approved by the City if referral becomes necessary.

At the time of the litigation referral, the Examiner clearly communicates the case issues, the requested services and what our expectations are for the outcome of the case. We work with the attorneys to ensure that claims adjusting functions continue to be performed by the examiner, and that the Examiner makes the final decisions on all aspects of the case. Medical control is never relinquished to Defense Counsel.

Once a case is referred, we will manage and monitor the litigation as outlined in our Litigation Best Practices, included as Addendum B. We never abandon cases to counsel, and do not permit attorneys to do work that can be done by the Examiner. We will follow up aggressively with counsel, to be sure that assigned tasks are performed quickly and effectively. LWP will continue to manage the case - the attorney will not become the adjuster! As with all procedures and best practices, the Claims Supervisor will monitor the Examiner’s work to ensure compliance at every oversight diary.

LWP looks for active communication to occur between the client, assigned counsel and the examiner. We require the assigned attorneys to complete reports at each stage of the case and 51 City of Roseville – Scope of Services

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when key developments occur. After the initial budget and recommendations are received, we do not require a standard 30-day report as the case and case activity should drive reporting. We do not want the client to be billed at regular intervals if no work has been completed. The client and Examiner are kept abreast of developments through the claim system and regular contacts with legal counsel and active diary management. LWP also routinely conducts litigation reviews.

We require litigation budgets, which can be viewed in our claim system, alongside the litigation expenses paid at any time, offering a very easy comparison between budget and actual charges.

Upon contract award, we will meet with the City to develop a panel of attorneys to be used. We maintain a panel of attorneys we are comfortable recommending. They have been vetted by our management and are in compliance with our stringent performance and reporting standards.

LWP does not approve firms, but rather approves specific attorneys within specific firms. Those firms are not authorized to utilize other attorneys in their firm without the express permission of LWP and our client. We will provide our panel as input to the City and will meet with you upon contract award to discuss preferred defense counsel.

Even when using our clients’ legal panel, we suggest that the attorneys be encouraged to comply with LWP’s Litigation Best Practices in order to maximize our ability to management the legal processes and expenses effectively.

It is central to LWP’s litigation philosophy and guidelines that we do not abandon files to counsel.

Even for clients who have existing relationships with defense counsel, we recommend that the client require the firm to adhere to LWP’s Litigation Best Practices. We require Defense Counsel to seek pre-approval for all tasks prior to incurring any expenses. We believe that Examiners should continue to direct the claims activities and use legal counsel very sparingly to perform only those activities that require an attorney.

R. Attend, where indicated,trials, hearings, arbitrations, rehabilitation hearings and any and all legal proceedings;
LWP team members do make appearances at the WCAB on occasion. Our examiners will also attend trials along with defense counsel when their presence is likely to affect the outcome. Any appearance made by an LWP staff member is included in LWP’s administrative fee.

S. Produce computer generated reports as specified by the City; LWP maintains very robust reporting capabilities. We deliver reports via several methods:
 Regularly scheduled reports are emailed to clients
 Client access to run reports using multiple templates  Client access to ad hoc reporting
 Customized reports prepared by LWP staff
 Stewardship reports
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Scheduled Reports - Upon contract award, LWP will meet with the City to determine the reports that you would like to receive on a regular basis. These reports will be delivered to you on a schedule determined by you. Additionally, we will take our direction from you as to which reports to provide to each member. The menu of reports available includes:
 Cumulative Loss Runs (can be provided at any organizational level)  Plan of Action report (loss run with detailed plan of action for each claim)  Fiscal Period Report (including detailed financial transactions, reserves, payments and recoveries) during a stated period of time. It can be run with detail, or summarized  Closed Claim Log
 Claims logs of various claim identifiers (ie. First Aid, Litigation, Back Claims, etc.)  Standard Claims Summary (financial and data summary of each claim)  Payment type reports
 Loss Triangle Reports (incurred, paid, outstanding)
 4850 Reports
 Injury Type Reports (Cause, Site, Nature of Injury, Occupation)  Lag Time Reporting (date of loss/date report)
 Losses reported by tenure with Company
 OSHA 300 and 300A
 Check Registers
 Individual Claim Reports (Notes, reserve activity, plan of action, etc.) Standard reports templates allow user to specify:
 Filters (i.e. open vs. closed, claim type, date opened, date closed, etc.)  Organizational and timeframes - (i.e. reports can be run by division and/or department, and for any fiscal period)
 “Value as of” capability
Ad-Hoc Reporting: The City will also have access to Origami’s Ad Hoc reporting tool, which allows for real ad hoc creation of spreadsheets containing any of more than 100 data elements.

Spreadsheets can be sorted, formatted and manipulated to allow maximum access to their data.

Data from the prior administrator will be made available through this tool (subject to the quality and availability of that data). All reports are exported to Excel spreadsheets. Reports can be stored 53 City of Roseville – Scope of Services

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and edited for re-use. All data in the report can be as of a user specified value-as-of date or current to that instant in time.

Customized reports prepared by LWP staff: LWP maintains staff with expertise in creating customized reports. You will have unlimited access to our staff and can request ad-hoc or customized reports at any time. We employ a full-time analyst with very advanced capabilities in order to assist clients with advanced reporting and analysis needs.

Stewardship Report: LWP has developed a package of risk management reports that includes high-level and detailed information in both data and graphical format. These reports will be provided at claim reviews in order to provide an overview of trends and results. Additionally, LWP can commit to creating reports that are needed for any risk management meetings.

Sample reports at attached as Addendum E
T. Coordinate Medicare and Medicaid set aside agreements in compliance with Section 111 of the MMSEA including required reporting;
LWP will coordinate Medicare and Medicaid set-aside agreements as well as ensuring all reporting is completed in compliance with Sections 111 of the MMSEA. Examworks acts as Account Manager/Reporting Agent for all LWP clients, unless otherwise directed by a client. We will facilitate the RRE filing for the City of Roseville, and can provide all additional services. There is no charge for reporting services.

U. Reconciled claims to confirm all medical, indemnity, and expense payments have been made to the correct provider, in the correct amount, and from the correct claim; Claims shall be reconciled 1) any time there is a change from one benefit to another (e.g., from temporary disability to permanent disability), 2) when ten indemnity checks have been issued, or 3) at least annually; Proof of the reconciliation should remain in the claim file; In addition to reconciling payments regularly, any time a benefit is changed, LWP does a full reconciliation prior to claim closure to ensure all benefits have been properly paid. Additionally, we verify that all benefit notices have been properly sent.

LWP will establish a customized workflow for the City including file reconciliation when ten indemnity checks have been issued and at least annually. Documentation of the reconciliation will be made in the notepad attached to the claim and will be available for review by the City at any time through system access.

V. Issue loss run reports by the 10th of the month following the closing date; Corrections requested to the loss run shall be made within thirty (30) days; Loss runs will be provided to the City by the 10th day of the month. Any request for correction will be processed within thirty days.

W. Generate City's requests for status of claims within thirty (30) days; 54 City of Roseville – Scope of Services

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Responses to all requests of the City will be made as quickly as possible. The status of claims will be available to the City at all times through on-line access to our claims system. A customized plan of action report can be generated at any time based on the most current information in the file. Case resolutions diaries are updated at least every 45 days and will provide immediate information for the City on the status of the claim.

We would expect to provide claims status within a couple of days of request, well ahead of any 30 day requirement.

X. Maintain all loss information as required by the Workers' Compensation Insurance Rating Bureau;
All loss information will be maintained as required by the WCIRB.

Y. Prepare and file the Public Entities Self‐Insurer's Annual Report; provide to the City all CalOSHA logs and Summary of Occupational Injuries and Illnesses; and shall assist in the preparation of all reports required by the State of California or other government agencies with respect to selfinsurance programs;
LWP can produce all required reports for the State. LWP has several experienced staff members who regularly prepare the annual reports required by the Office of Self Insurance Plans. We will prepare the claims portion and will provide it to the City with plenty of lead time to allow the City of Roseville to add the portions required by the Employer.

Z. Assist in the preparation of all reports or databases required by the California Institute for Public Risk Analysis (CIPRA) or other statistical database organizations as requested by the City;
LWP will comply with all requests to assist in the preparation of reports. LWP maintains staff with expertise in creating customized reports. The City will have unlimited access to our staff, and can request ad-hoc or customized reports at any time. We employ a full-time analyst with very advanced capabilities to assist clients with advanced reporting and analysis needs.

AA. Maintain all claims files in accordance with statutory time requirements and the City's Record Retention Policy;
Claims records are kept electronically at LWP. Once LWP becomes the administrator, no new paper will be created, unless required by the City. LWP will maintain and store any paper files sent to us at time of take-over and will maintain those in an orderly manner to meet all statutory file retention standards. For electronic data, LWP maintains all records for the life of our relationship.

LWP views all data and information as the property of our clients and will not destroy any documents without the express prior approval of the City.

BB. Provide the City with web‐based access to the claims database; 55 City of Roseville – Scope of Services

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LWP offers clients access to the Origami system, allowing the City to do the following:
 Report claims to LWP online
 View a customized dashboard with metrics relevant to the client  View individual claims details (including financials and adjuster notes)  Run reports
 Email messaging into and out of the claims system
CC. Report the required information to the City's excess insurance authority, Local Agency Workers' Compensation Excess Joint Powers Authority (LAWCX) and submit requests for reimbursement on behalf of the City to LAWCX;
LWP manages claims for several clients whose excess coverage is provided by LAWCX. We are very familiar with their requirements and are confident we can meet and/or exceed those, as well.

LWP complies with the requirements of our client and their excess carrier(s). For each client, we create Special Claims Handling Guidelines that detail the specific requirements for that client. Those guidelines will be followed, with reports to excess carriers being completed according to the thresholds and timelines set by the carrier. Reports will follow any format prescribed by the LAWCX.

LWP also carefully tracks excess reimbursements and can provide a report detailing reimbursements in a format customized to the City’s needs.

DD. Comply with the LAWCX claims administration Performance Standards in Attachment D.

These are minimum performance standards and the City reserves the right to adopt additional standards with the selected third party administrator; LWP agrees to follow LAWCX standards, or any standards set by the City and/or a subsequent excess carrier, if selected by the City.

EE. Maintain a Zero Balance Account (ZBA) for the purpose of paying benefits that may be due on the claims; checks that are written for over $10,000 shall require two signatures; one from the TPA and one from the City Finance Director, Risk Manager or Investment Analyst; At LWP, we recognize that each client has unique banking needs and preferences. We have experience working with clients who choose a variety of banking arrangements, including:
 zero Balance accounts
 trust accounts maintained by LWP
 accounts maintained by our clients
Account set up is also flexible. The account can be set up in the following manners:
 the City, administered by LWP Claims Solutions
 LWP Claims Solutions, in trust for the City
 or any language that meets the City’s needs
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Upon contract award, we will meet with the City’s banking team to determine your exact specifications. We do not set out specifications, but rather adapt to the client’s needs and preferences. We will forward checks over $10,000 to the City for second signature.

Banking Services: LWP has a dedicated banking team that is always available to the City. They can provide any reporting needed, both scheduled and ad hoc. They regularly reconcile accounts (by the 15th of each month, unless required earlier by a client), analyze the funding adequacy, provide historical reporting as well as recommendations and support. the City can modify your banking arrangements at any time.

We routinely provide check stock, manage replenishments, build and manage two-way positive pay feeds to various banks, and provide all accounting and reconciliations. We can provide both standard and customized reports to meet the City’s accounting needs.

LWP takes very seriously our responsibility for financial integrity. Among the many actions we take to ensure quality and fiscal integrity are:
 Reconciliation of accounts every month
 Implementation of positive pay for client checking accounts  Careful separation of duties to limit the opportunity for fraud  Automated duplicate checks on payments even on bills that have been through bill review  Supervisory oversight of reserving including automated safeguards on the amount of reserve changes including client involvement on large transactions  Adjuster approval of all bills prior to payment or bill review with extensive audit trails  Extensive management reports on system access, roles, and authorities  Automated data integrity checks in both medical and straight pay  Double-blind keying of straight pay bills
 Payment checks on medical bills
 Vendor W-9 setup by two individuals with no ability to make payments  Validation of tax ids against the IRS database
 All client data feeds are cross checked against loss runs at specified time intervals Choosing a Bank: LWP is happy to recommend a bank or work with a bank of the City’s choosing.

When asked to make a recommendation, LWP routinely recommends Wells Fargo Bank, for which we already maintain Positive Pay feeds. Although we do recommend Wells Fargo, we do already maintain positive pay feeds with several other banks.

Should the City select a bank with which LWP does not currently have a fully automated positive pay feed, we will build one at no cost to the City. LWP couples this with daily reconcilement to ensure that in clearing items match the items issued by LWP. Positive Pay allows LWP and the client to:
 Identify unauthorized transactions including counterfeit or altered checks before final payment
 Effectively monitor bank balances and funding requirements by monitoring issued checks daily
 Reduce the risk of over-the-counter encashment of unauthorized items  Gain complete, customized control over the check disbursement process 57 City of Roseville – Scope of Services

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Replenishments: Understanding that the City seems to prefer a zero-balance account approach, we offer our philosophy regarding replenishment in case the City decides to utilize a different funding approach.

FF. Provide a copy of all checks, vouchers or warrants drawn by the adjusting firm to pay benefits on City claims; the adjusting firm shall provide a monthly check/voucher register of all transactions made for the period;
LWP is able to provide copies of all checks to the City. We will provide payment details according to the format and schedule dictated by the City. Additionally, the City can view details at any time through online access to our Claims System.

GG. All records, files, transcripts, computer tapes, DVD's and other materials on workers' compensation adjusting activity developed on City of Roseville workers' compensation claims is the property of the City of Roseville and must be relinquished in good order and condition upon termination of this contract with the adjusting firm; the City shall not be required to pay any additional cost for the transfer of files to the City; and LWP recognizes that all claim materials are the property of City of Roseville. LWP takes extensive security measures to ensure that no unauthorized access is permitted. All claim materials are available to City of Roseville for inspection and review at any time, by either City of Roseville staff or any authorized representatives. All materials will be relinquished to the City upon request.

LWP views all data and information as the property of our clients and will not destroy any documents without the express prior approval of the City. Any physical records will be transferred to the City on termination of the contract.

HH. Comply with all provisions of the Labor Code and Rules and Regulations in effect at the applicable date of injury.

We recognize this is a core responsibility.

Bill Review
A. Review all bills in a timely manner for compliance with applicable fee schedules and reduce accordingly, including those that fall outside of a fee schedule or PPO network; LWP has built an integrated approach to Bill Review that leverages our claims technology and our advanced knowledge of bill review pricing and quality control with our partnership with Accūrō, a “Best in Class” partner, who maintains exceptional bill review software, staff expertise and jurisdictional updates.

Over the years, we have continually refined our internal controls and system edits to offer our clients a very substantial added layer of quality control that sits on top of the Bill Review 58 City of Roseville – Scope of Services

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Company’s offerings, offering this combined program through “SPHERE Solutions,” our trade named Managed Care arm.

LWP takes extensive steps to ensure that medical payments are appropriate and timely made.

Those steps include:
 Timely use of Utilization Review, where appropriate (LWP’s UR plan allows the Examiner more flexibility to approve treatments without the necessity for UR. We believe that UR can be a valuable tool for evaluating complex treatments but serves to delay treatment and drive up costs if overused.)
 LWP approves all bills for payment PRIOR to sending to bill review. We do this so that our clients do not incur bill review charges for bills that should legitimately face objections.
 In 2021 we saved our clients more than $420,000 in bill review fees that were not incurred because LWP filed an objection BEFORE sending the bills to bill review.  Proprietary bill processing workflows that provide an advanced interface between our claims system and the bill review software.

Our integrated LWP/accūrō protocol is as follows:

1. Bill is received in our Sacramento location (via either email, fax, mail or upload from a provider’s FTP site)

2. The bill is scanned on date of receipt and indexed within 24 hours.

3. The image is then presented to the examiner for approval in the Claims system.

4. Approved images are uploaded to a secure FTP site for pick-up by accūrō . Each file has a descriptor that has the number and image ids included.

5. The bill data is entered into accūrō ’s ARC bill review system, the system checking against the required data elements and previous bill review history for possible duplication.

6. Once cleared for processing, each line of the provider bill is input for compliance to the fee schedule and sent to audit for accuracy of the coding. It is noteworthy that accūrō does not auto-adjudicate bills. Every bill is reviewed by a human…a trained, certified bill reviewer.

7. When the bill is determined to be correct, it is pended and transmitted to all affiliate networks for possible further contracted network reductions.

8. Once a bill is returned from the Networks, the accūrō bill reviewer finalizes the reductions, processes an EOR and sends a file back to LWP in a daily electronic feed, which is posted to a secure FTP site.

9. Once a bill (with the corresponding EOR) is returned from the bill review software, it automatically uploads to our Check Validation queue, where it must pass through a series of automated and manual checks to verify accuracy and appropriateness. Those checks include a systematic check to ensure the following:
 Bill has been approved by the examiner
 Payment is being made on the correct claim
 Provider has valid W9 on file
 There are no overlapping or duplicate payments that have been missed by the bill review software (as checked by procedure code, provider and dates of service)  Check does not exceed client’s special funds threshold  Client does not have special payment procedures
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Additionally, a supervisor must release each payment individually if they are caught in the queues based on:
 Claim is in delay or deny status
 Claim is coded as a “companion” claim

10. Once all verifications are completed (some are automated and some require claims experts verify), system will issue a check. EOR will print along with the check.

Through our partnership with accūrō the City will have access to all major PPOs, including their expertise in the most advantageous stacking of networks for each client. They update networks continually as well as updating fee schedule changes immediately upon release.

By combining LWP’s advanced bill management protocols and systems with our partners’ significantly discounted pricing, the City will enjoy powerful savings in medical costs.

LWP understands the importance of accurate bill review and straightforward bill review fees.

LWP has provided bill review fees that we believe to be fair, straightforward, and very competitive. We are committed to providing pricing that never produces any surprises.

B. Identify and reduce all duplicate billings;
LWP does not charge for review of duplicate bills, and/or duplicate line items.

We do very thorough screening before payments are issued to ensure we avoid duplicate payments. Our process includes:
1- accuro’s bill review system identifies any duplicate charges (by line) and reduces the recommended payment to “$0” at no charge.
2- LWP then does an additional check using our check validation queues, checking for prior payments on the claim that match each provider, bill date, and procedure code for each bill that is not recognized as a duplicate by the bill review software. 3- Any items identified in this queue are checked by our trained payment specialists. They will check all potential duplicate payments that our system has identified before releasing any payments.
4- Finally, our claims system requires a final duplicate check before check is printed, to ensure no payment has been made in the time between the “semi-final” duplicate verification and the final check print.

As part of our internal self-audit process, we also produce reports of potential duplicates to check payments that were actually issued, doing one last check for duplicates.

C. Deny charges for all items not required for injury described; At LWP, we use a two-pronged approach to protecting against the payment of treatments that are not required for the injury. LWP reviews bills prior to submitting to accuro, so that we can 60 City of Roseville – Scope of Services

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object to bills we know we do not intend to honor without the client incurring a bill review expense. This includes treatment by physicians outside of the Medical Provider Network (if applicable.) Should the Examiner be unsure, the bill will be submitted to accuro, where the bill review system contains the results of Utilization Reviews (through the electronic interface with Genex) as well as information about accepted body parts.

D. Identify all unauthorized charges to insure billing does not exceed parameters of injured workers' treatment plan;
This is accomplished through the two-pronged approach described above.

E. Maintain contracts with effective PPO organizations (including pharmacies), that include providers in the City of Roseville area;
LWP always works first to provide services that deliver the best quality care and outcomes, and then seeks to achieve cost savings through networks secondarily. Through careful selection of partners, LWP has managed to weave together a network of partners that can deliver the best possible outcomes, and still deliver significant savings in transactional costs.

Medical PPOs: Through our partnership with accūrō, the City will have access to all major PPOs.

Additionally, LWP has partnered with several specialty PPOs to deliver the best possible services at the best possible prices.

Medical Provider Network: LWP offers a proprietary Medical Provider network that is available to the City, if there is interest. We strongly recommend this network as an important tool in litigation prevention as well as a method to contain medical costs.

Our network, developed by Signature Networks Plus, offers clients a very distinct advantage, both in quality of care and in cost. The network is offered in two forms- one including Kaiser and one excluding Kaiser, with all other features of the networks being identical. Some advantages to our network include:
 Statewide Network developed by industry leading network developers  Providers were carefully chosen based on extensive data that measures outcomes (return-to-work and treatment durations)
 Need for utilization review is significantly reduced by quality of physicians (saving time and expense)
 Significantly deeper discounts than most MPNs
 No access fee (client pays only the PPO % of savings BELOW fee schedule without any separate access fee.)
 Litigation rates are significantly reduced through use of a good network

Pharmacy Benefit Network (PBN): LWP has a strategic partnership with Optum for pharmacy services. Optum’s extensive network and pharmacy cards provide accessibility and ease of use for the injured employees. The network pricing and utilization review allow LWP to monitor medical use and control claim costs for our clients. Features include:
 No prescriptions can be filled in physicians’ offices  First Fill cards provided to employer
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 Home Delivery service available
 Brand to generic channeling
 Both network discounts and out-of-network retrospective reviews  Robust database checks for drug interactions, non-formulary prescriptions, overutilization and prescriptions filed by multiple physicians

Expedited Diagnostic Testing: For diagnostic services, LWP currently has strategic partnerships with One Call Medical and with HomeLink . The benefits of these arrangements are twofold - (1) preferential expedited appointments to speed diagnosis and treatment and (2) reduced fees for these services. Most tests can be scheduled within 24 hours to avoid the protracted delays that interfere with return-to-work and healing. There is no separate pricing for this program. Charges will be no higher than fee schedule, without any additional administrative charge.

Durable Medical Goods: LWP has a strategic partnership with One Call, HomeLink and Optum for Durable Medical Goods. Each provides discounted prices for durable goods and tracks utilization. While each has particular specialties, the average savings are 10% below fee schedule.

Physical Therapy: LWP has formed strategic partnerships with One Call Medical and HomeLink to offer access to their Physical Therapy Networks. The benefits of utilizing a network are:
 Removes the financial incentive for physicians to over-prescribe, since the therapy will be performed at a facility in which the physician has no financial interest  Consistency of reporting
 Discounted fees (16% below fee schedule)

Customized Savings Programs: We collaborate with clients to develop customized programs.

For one client with multiple long term hearing loss claims, we obtained a COSTCO membership and direct their employees to COSTCO for hearing aid replacement, saving several thousand dollars for each replacement.

But beyond every transactional savings, we do believe that it is our careful use of those services that is the ultimate differentiator in cost savings. We are guided by our “Business Person Approach” to claims.

We recognize that more is not necessarily better. We believe that Case Managers, Utilization Review, Legal Services and other services can be very effective in the right situations but tend to run up claims costs and impose unnecessary delays when over utilized. We look for ways to confine these services to cases where we believe there is a high likelihood of impact. LWP will not engage others to do work that our own staff can do. We will not engage a vendor in pursuit of savings or recoveries that are likely less than the cost of the vendor’s work. Plainly stated, we will not spend a dollar to try to save fifty cents.

F. Provide reports on a monthly and annual basis outlining bill review activity, savings and costs. Provide ad hoc reports as requested;
LWP can provide monthly, quarterly and annual reports for the City. Additionally, if the City is interested in having direct view access to the bill review system, the City can have access to 62 City of Roseville – Scope of Services

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accuro’ client bill review portal. Their system allows a user (passcode protected) to view bill review activity in real time format, print reports or any bill document attached to the claim. accuro will be happy to provide a webinar to the City should you request.

G. Provide a computer system that interfaces with both the City's workers' compensation TPA and utilization review provider;
accuro maintains electronic interfaces with both LWP and with Genex. UR decisions are fed as data into accuro’ bill review system to ensure that the UR outcomes are considered during the bill review process. The determinations are populated by claim number, Provider and CPT code request when identified by the provider. These are transmitted in a data feed directly into accuro’ system and “pop up” flags are indicated in the bill review screens. accuro and LWP maintain a two-way interface, allowing LWP to transmit bills and reports along with claims data. Once reviewed, accuro then returns the bills electronically to LWP, where they are then evaluated against LWP’s system edits to further validate the appropriateness of the charges.

H. Handle all provider inquiries regarding bill reductions.

On behalf of LWP, accuro fields all questions about bill reductions. accuro’ contact information is provided on all Explanations of Review, which accompany all payments.

Utilization Review
A. Approve or disallow service requests within the applicable time standards and provide medical advice as warranted;
We send very few medical treatment requests to Utilization Review, and fully understand that the total turn-around time standards (from request to response) must be met.

B. Provide timely reports to the City outlining utilization review requests, approvals, denials and costs/savings;
Upon contract award, LWP will meet with the City to determine the City’s preferred reporting format. LWP can forward individual copies of all requests, approvals and denials, or can offer summary reports, if preferred by the City. Additionally, LWP can provide monthly costs/savings reports outlines both hard and soft savings resulting from Utilization Review.

C. Recommend, for City approval, panels of medical professionals, specialists, and treatment facilities to which injured employees should be referred for long‐term or specialized treatment;
LWP will work with the City to develop a panel of medical professionals, specialists and treatment facilities to utilize for long-term and specialized treatment. We are happy to offer the City access to our carefully constructed Medical Provider Network, which was built based on industry 63 City of Roseville – Scope of Services

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performance data that measured outcomes (both treatment duration and return-to-work.) This network is offered at no cost, other than a % of any savings achieved below fee schedule. Should the City opt not to use our MPN, we will work with the City to construct a panel that meets the City’s needs, making our performance data available for the purpose of identifying those providers that achieve the best outcomes.

D. Provide medical management of all cases to assure cost‐effective and appropriate treatment, including assurance that treatment is related to the compensable injury or illness;
At LWP, we recognize that excellence in clinical management is the best way to shorten disability durations and speed both return-to-work and claims closure. We subscribe to the sports medicine philosophy of medical treatment. We advocate immediate diagnostics and early aggressive treatment in order to ensure that treatment is effective as well as cost-effective and related to the compensable injury or illness. We ensure cost-effectiveness by avoiding passive treatment and delays that can also lead to dependence on pain medications and the resulting “disability” syndrome. We work closely with Genex to ensure that our Examiners have a sound understanding of the treatments that require Utilization Review as well as those that can be approved by the Examiner.

E. Arrange for medical/legal opinions in disputed cases, conferring with medical examiners, professional personnel, the City and legal counsel where indicated; At LWP, we recognize that the best way to avoid medical disputes is to ensure a thorough upfront claims and medical investigation. We understand the importance of securing all medical records early in the claim so that the medical course of treatment is based on a sound understanding of the injured worker’s medical history and employment.

In cases where there is a questionable or disputed medical evaluation, we will move quickly to take the next step. Depending on the circumstances of the claim and whether the claim is in litigation, we may recommend a PQME or an AME. Any time we utilize the PQME or AME approach, we will ensure that ALL necessary records are provided to the physician. We will send these records to the physician along with a very detailed, thorough cover letter that identifies all issues and poses very specific questions.

Generally, if the claim is a straightforward injury claim and we need to obtain a finding of “Permanent and Stationary” with a disability rating, we tend to pursue the panel QME so that we can invoke the statutory requirements for timely completion of the evaluation by the injured employee and timely completion of the report by the physician.

On more complex claims that include medical and legal issues, we will attempt agreement with a reputable AME physician if possible. We will also contemplate how far into the future the AME is scheduling evaluations as well as the anticipated turnaround time for the AME’s report before committing to an AME. LWP does this to mitigate any ongoing temporary disability/ salary continuation exposure and to keep the claim moving toward overall resolution.

The City will be involved in deciding the appropriate approach for each claim, and will receive a copy of the medical evaluations.
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F. Provide a computer system that interfaces with the selected TPA and bill review service provider.

LWP, Genex and accuro employ fully developed interfaces that ensure that the work of each is utilized by the other to ensure proper decision making and execution.

Nurse Case Management
A. Provide telephonic and field case management nurses; It is our philosophy to utilize nurse case management on a case-by-case basis. We believe that Case Managers can be an invaluable resource in the right situations. But indiscriminate use drives up claim costs while also diluting the nurse’s effectiveness on the right cases. More is not necessarily better.

As for the use of telephonic case managers, although LWP believes in very sparing use of case managers, we do understand that nurses can make a very significant impact in certain cases. We strive to use those nurses when we believe that the savings will outweigh the cost and when we believe that the nurse’s medical background will make a significant difference in the progress and communication of the case.

The goals for telephonic case management are to:
 Clearly identify existing and potential barriers to progress  Provide specific recommendations for intervention
 Apply medical cost containment and utilization management strategies  Develop a comprehensive medical treatment plan with the physician, patient, claims staff, and employer to positively impact the length, course, cost and outcome of the care provided
Field case management is generally reserved for those claims that are more severe or where faceto face intervention with both the employee and treating doctor will serve to facilitate an early return to work and recovery. Many of our field case management assignments are for a particular task only, generally to attend a medical appointment along with the injured worker. We believe that utilizing the nurse to facilitate communication between the injured worker and the treating physician can be a very cost-effective solution that does not require lengthy and costly ongoing follow-up.

B. Maintain close liaison with selected doctors and ensure maximum efficiency in the management of claims by practicing proactive case management and aggressive return‐ to‐duty when clinically feasible;
LWP does not view communications with physicians as a role exclusively for Nurse Case Managers. LWP’s claims staff (including claims supervisors and managers) routinely visit the clinics that our clients utilize in order to establish relationships, explain our reporting 65 City of Roseville – Scope of Services

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requirements and to ensure the clinics have a thorough understanding of our return-to-work approach and our clients’ return-to-work philosophies.

In cases where we do involve Nurse Case Managers, we select nurses with years of experience with the local medical community. We believe these relationships improve communication and assist the nurse in moving cases to early closure with reduced permanent disability.

LWP is committed to aggressive disability management that is focused on early and sustained Return-to-Work. We recognize the need for early aggressive medical treatment so as to minimize disability and facilitate case resolution. We know that claims resolve quicker when the injured worker is returned to work.

While an injured worker is disabled, we contact the treating physicians no less frequently than every two weeks. During the call, we attempt to coordinate release to full duty or, failing that, to gain agreement for a return to modified or alternate work.

Our staff is trained to probe for information about what an employee is physically ABLE to do, rather than accepting “unable to return to work” as a status. We focus on activities of daily living to determine whether those duties are actually more strenuous than the regular job duties.

Certainly the availability of suitable modified duty can be a significant obstacle. We would like to understand the City’s Return-to-work program in detail so that we can support the City’s needs effectively.

C. Coordinate all medical management services with the selected TPA and ancillary service providers as necessary.

Genex nurses work directly in LWP’s claims system to ensure seamless communications without any delays. Nurses and examiners can set diaries for each other and both have 24/7 access to all documents and notes.

Nurses are required to gain pre-approval for any services performed, so that we can ensure that all services are coordinated and so that costs are tightly controlled.

Nurse Case Management Services
A. Firm's Qualifications: Describe the firm and provide a brief statement of qualifications in providing nurse case management services. Describe your experience providing telephonic and field case management in California. Indicate the office location nurses would be working from. Discuss what distinguishes your company from other nurse case management providers. Provide a companywide organizational chart with reference to the proposed service office and proposed service team.

Genex Services, LLC (the clinical arm of Enlyte) began in PA in 1978, providing case management services. Over the years they have grown and changed where it made sense, adding in additional services, geographical territory, and staff. Their corporate headquarters remains in Wayne, PA. For more than forty (40) years, they have been providing field case management services.
66 City of Roseville – Scope of Services

Submission Date – May 6, 2022

Mostly driven by customer needs, they have responded to those needs and become a family of companies providing a suite of services to the claims community across the nation.

Genex, an Enlyte Company, is uniquely equipped to develop innovative and customized cost containment strategies for workers’ compensation claims management, as evidenced by our history of success with large, national companies, public entities, and TPAs.

B. Service Team Qualifications: Provide a brief summary of the qualifications and experience of each proposed team member, including their length of service with your firm, whether they are licensed RNs, and their resume.

Qualifications: Genex follows URAC standards for credentialing requirements. Required credentials include a diploma or associate or bachelor’s degree in nursing or bachelor’s degree (or higher) in a health or human services-related field that promotes the physical, behavioral, and/or vocational well-being of the patients they serve, where the degree is from an institution that is fully accredited by a nationally recognized education accreditation organization required.

An advanced degree is preferred. Case managers are also required to pursue a URACrecognized Certification in Case Management, which includes ACM, CCM, CDMS, CMAC, CMC, CRC, CRRN, COHN, COHN-S, or RN-BC, upon eligibility.

In addition, a minimum of two (2) years of full-time equivalent direct clinical care experience to consumers is preferred. They must also have appropriate licensures and certifications as dictated by state and federal regulations and to keep such licensures and certifications renewed and in good standing during their employment with Genex.

Continuing education is mandatory and supports the renewal of most licenses. Genex provides regular training and updates that include medical topics, workers’ compensation topics and the latest rules and regulations both nationally and state specific. Monthly meetings are held in each branch, and legislative updates are often discussed during those.

Their regulatory compliance staff is continually monitoring the legislative landscape to ensure they stay apprised of any activity that may impact the products and services we offer our customers.

Experience: Genex staff offer decades of experience in nursing and the workers’ compensation process. Overall the average tenure of our professional staff is about 9 years Genex employs several nurses that work from, and serve, the greater Sacramento area.

Tasha Zimowski

RN MSN CCM
Branch Manager
RN for 10 years and over 7 within the work comp industry. Employee of CVTY/Genex since 2015. Branch Manager for Sacramento Covers Northern California
67 City of Roseville – Scope of Services

Submission Date – May 6, 2022
Carolyn C.

RN BSN CCM
Medical Case Manager
Working as a registered nurse for twenty-six years and as a Case Manager for twenty years. She has a Bachelor's degree in the Science of Nursing and is a Certified Case Manager. Licensed in California.

Carolyn has been employed with Genex since 2010.

Covers Sacramento Area
Julia F.

RN CCM
Medical Case Manger
Experience as case Manager for eleven years. Specialties include Multi Trauma, Orthopedic Injuries, Repetitive Trauma and burns. She has an Associates Degree in Nursing and holds her Certification for Case Management. Licensed in California. Julia has been employed with Genex Services since 2002
Covers Sacramento/Grass Valley and Foothill areas
Christine G.

RN
Medical Case Manager
RN for twenty-two years. Licensed in California. Christine has been employed with Genex Services since 2013.

Covers Sacramento, Northern CA area
Maria R.

RN
Medical Case Manager
Maria has been and RN for 10 years. She has been employed with Genex Services since 2014.

Covers Sacramento, bi-lingual Spanish
Cheryl W.

RN BSN PHN
Medical Case Manager
Cheryl has been working as a nurse for five years. Cheryl is licensed in California and received her Bachelor of Science in Nursing and Bachelor of Arts in Child Development with minors in Psychology and Family Relations. Public Health Nurse Certificate. Cheryl has been employed with Genex Services since 2013
Covers Sacramento/Grass Valley and Foothill areas
Pam M.

RN CCM
Medical Case Manager
Pam has been with Genex for over 10 years and worked as a nurse for 20 years. Pam has been a medical case manager for 10 years. She relocated from Southern California to the Sacramento area in 2017 Covers Sacramento area
68 City of Roseville – Scope of Services

Submission Date – May 6, 2022
B. Services: Describe your nurse case management services including guidelines and expectations regarding your nurse case management program. Describe any unique capabilities or approaches your firm has in providing nurse case management services. Provide an organizational chart, physical location, description of where the work is being conducted, management structure, and number of employees. Discuss your ability to work with TPAs in delivering nurse case management services and provide a list of three (3) you currently work with.

LWP and Genex offer a fully integrated Nurse Case Management solution. Genex’s nurses enjoy full access to our claims systems and documentation appears in all claims files.

We offer our own strategies in order to provide insight into LWP’s philosophies. Naturally, our approach will be tailored to meet the City’s specific needs.

It is a core principle at LWP that nurses will not do the work that the Examiner is paid to do.

It is our philosophy to utilize nurse case management on a case-by-case basis. We believe that Case Managers can be an invaluable resource in the right situations. But indiscriminate use drives up claim costs while also diluting the nurse’s effectiveness on the right cases. More is not necessarily better.

Although LWP believes in very sparing use of case managers, we do understand that nurses can make a very significant impact in certain cases. We strive to use those nurses when we believe that the savings will far outweigh the cost and when we believe that the nurse’s medical background will make a significant difference in the progress and communication of the case.

The goals for telephonic case management are to:
• Clearly identify existing and potential barriers to progress • Provide specific recommendations for intervention
• Apply medical cost containment and utilization management strategies • Develop a comprehensive medical treatment plan with the physician, patient, claims staff, and employer to positively impact the length, course, cost and outcome of the care provided
Field case management is generally reserved for those claims that are more severe or where face-to face intervention with both the employee and treating doctor will serve to facilitate an early return to work and recovery. Our field case management assignments are for a particular task only, generally to attend a medical appointment along with the injured worker. We believe that utilizing the nurse to facilitate communication between the injured worker and the treating physician can be a very cost-effective solution that does not require lengthy and costly ongoing follow-up.

Our expectations for Case Managers are:
69 City of Roseville – Scope of Services

Submission Date – May 6, 2022
• The nurse will triage newly assigned cases for severity of injury, appropriateness of medical treatment and work status.
• If the employer is participating in the Medical Provider Network (MPN), the nurse will determine if the injured worker has a pre-designated physician. If there is a valid pre-designation in place, the nurse will verify the injured worker is treating with the selected provider. If the injured worker has not pre-designated, the nurse will verify the treating physician is a contracted MPN provider.
• If the injured worker is not treating with the appropriate provider, the nurse will channel the injured worker back to the appropriate treating provider, whether this is the pre-designated provider or a contracted MPN provider • If the employee is still off work the nurse will initiate case management. Consistent with the specific authority granted by the examiner. This may be a task assignment for a very specific task (ie. attend a medical exam and report to the examiner) or may be for more extensive services until return to work and/or permanent and stationary status is achieved.
• The nurse will attempt to secure a release to full duty. If this is not possible, the nurse will negotiate return to work with the medical provider by identifying the abilities of the injured worker and contacting the employer to identify an appropriate modified position. .
• If the employee has returned to work, the nurse will consult with the Examiner to determine whether further involvement is appropriate. Nurses will remain on some cases until the injured worker achieves “permanent and stationary” status, and will close other cases where involvement is not deemed to be necessary or cost effective For Catastrophic cases, we recommend a very tailored approach. Genex can provide services, including coordination of medical services, family communications and development of a Life Care Plan. On these claims, the injured workers have an immediate need for a high level medical professional to provide assistance with managing and explaining the pending medical treatment. The nurse also acts as a liaison between the injured employee’s family, the employer and the claims team.

All nursing activity is managed by LWP’s staff in Sacramento and by Genex’s management staff, also located in Sacramento.
70 EXHIBIT "B"

1. The claims administrator shall utilize a reserve worksheet when setting or changing claim reserves. If the claims administrator does not utilize a reserve worksheet, they shall utilize the worksheet authorized by LAWCX (see Attachment 1);

2. The claims examiner handling the members entity’s claim files shall receive training at least once per year, be certified by the State of California; and have a minimum of at least two (2) years of workers’ compensation claims experience at the examiners level except as authorized by the LAWCX Executive Committee;

MEMBER ENTITY

1. A representative from the member entity shall meet with the claims administrator at least semi-annually to review and discuss their open indemnity claims;

2. The member entity shall utilize performance standards as part of the contract with the claims administrator (refer to Attachment 2 as a guideline). A copy of the current contract shall be on file with the LAWCX.

The LAWCX Executive Committee will address substantial non-compliance on an individual member basis. The member entity may appeal the decision made by the Executive Committee to the Board of Directors at the next meeting. The member must also comply with the requirements within 180 days following the date of the Executive Committee’s decision and such compliance may be determined by an audit.

Exhibit B
RESOLUTION NO. 4-2012
Resolution of the Board of Directors of the
Local Agency Workers’ Compensation Excess
Joint Powers Authority
Establishing a Claims Management Policy for Members
WHEREAS, the Board desires to ensure the member entities’ claims administrators are handling claims in the most prudent manner, and
WHEREAS, the Board is establishing a policy in order to protect the pooled funds of LAWCX;
NOW, THEREFORE, BE IT RESOLVED, in June of each year, every member entity will be required to certify, in writing, that the following mandatory requirements have been met.

CLAIMS ADMINISTRATION
Resolution No. 4-2012

This Resolution of the Board of Directors was adopted this 13th day of November 2012 in Sacramento, California by the following vote:

Weighted Votes in Favor _
Weighted Votes in Opposition _
Weighted Votes Abstaining _
Weighted Votes Absent
Scott Ellerbrock, President
Attest:

Karen Thesing, Executive Director
Temporary Disability
Temp. Dis. P-T-D
Future Temp. Dis. Weeks
4850 P-T-D
Future 4850
Total Temp. Dis. Reserve
$
$
$
$
Permanent Disability
Perm. Dis. Formula:
%, Weeks, $
Life Pension
Death Benefits
Burial Expense
Total Perm. Dis. Reserve
Indemnity Total Incurred
$
$
$
$
$
Rehabilitation
No. of VRTD Weeks
Counselor Fees
Tuition/Books
Mileage
Misc.

Rehab. Total Incurred
$
$
$
$
$
Attachment 1

LAWCX CLAIM REVIEW/RESERVE WORKSHEET
Initial Reserve 90 Day Review Reserve Change
Claimant Insured Claim Number AWW
DOI Age Occupation Temp. Dis. Rate
Date of Legal Representation Subrogation Perm. Dis Rate Action Taken
Medical
P-T-D
Physician
Hospital
Medications
Transportation
P.T., Other
Nurse Activity/Mgmt.

Medical Total Incurred
$
$
$
$
$
$
$
$
Expenses
P-T-D
Future Expenses
Expense Total Incurred
$
$
$
Total Incurred Amount: $
LAWCX Reporting Level $
Nature of injury, treatment, and estimated future disability:
_
_
_
Plan of Action: _
_
_
_
CompletedBy: ApprovedBy:

Date: Date:

Resolution 4-2012 Attachment 2

LAWCX PERFORMANCE

STANDARDS FOR CLAIMS

ADMINISTRATORS

1. Case load
Each adjustor shall have a caseload not to exceed one hundred seventy-five (175) open indemnity claims, which includes future medical cases. Each claims assistant, future medical clerk, or junior adjustor shall have a caseload not to exceed two hundred (200) open claims. The supervisor shall have a caseload not to exceed thirty (30) open indemnity claims.

2. Compensability
The compensability determination (accept claim, deny claim, or delay acceptance pending the results of additional investigation) and the reasons for such determination will be made and documented in the file within three (3) business days of the receipt of the notification of the loss.

Delay and denial of benefit letters shall be mailed in compliance with the Division of Industrial Relations’ guidelines.

In no case shall a final compensability decision be extended beyond ninety (90) calendar days from receipt of the Employee Claim Form.

3. Employee Contact
In all non-litigated, lost time cases, where the employee has not returned to work, telephone or personal contact will be established with the injured employee within three (3) business days of receipt of notice of claim. Such contact will continue as often as necessary, but at least monthly.

Such contact with the employee shall be clearly documented in the computer notepad.

Return phone calls to employees will be accomplished within one (1) business day.

All correspondence from employees will be responded to within five (5) business days of receipt.

4. Employer Contact
The claims administrator shall contact the employer within three (3) business days of receipt of notice of a claim by any source to conduct an initial and meaningful investigation. Such contact with the employer shall be clearly documented in the computer notepad.

Return phone calls to employers shall be made within one (1) business day.

5. Initial Indemnity Payment
The initial indemnity payment or voucher will be issued and mailed to the injured employee together with a properly completed DWC notices within fourteen (14) calendar days of the first day of disability.

Resolution 4-2012 Attachment 2

Late payments must include the self-imposed 10% penalty in accordance with Labor Code Section 4650.

6. Subsequent Indemnity Payments
All indemnity payments or vouchers subsequent to the first payment will be verified, except for obvious long-term disability, and issued in compliance with Labor Code Section 4651.

Late payments must include the self-imposed 10% penalty in accordance with Labor Code Section 4650.

7. Permanent Disability
The claims administrator shall determine the nature and extent of permanent disability and arrange for an informal disability rating whenever possible to avoid Workers’ Compensation Appeals Board (WCAB) litigation. The claims administrator shall take advantage of any potential apportionment to prior claims, disabilities, and impairments. The claims administrator shall also advise the employer of potential credits and penalties to permanent disability benefits should the employer accommodate permanent/alternative work for at least twelve (12) months.

8. Diary Review
All claim files shall be reviewed at least every forty-five (45) calendar days for active claims and at least every six (6) months for claims that have settled but are open to monitor future medical care. The adjustor shall distinguish the regular diary review from routine file documentation in the computer notepad. A plan of action will be included and separately labeled in the file notes during a diary review. The plan of action shall include, but not limited to, the employee’s current work status, medical status, review of reserves, and future activity to move the claim towards resolution.

The supervisor shall monitor the diary reviews by printing a “No Activity” report each month to identify any files that have fallen off the diary system.

9. Plan of Action
Each claim file shall contain the adjustor’s plan of action for the future handling of that claim.

The plan of action on new claims will be clearly documented in the computer notepad within fourteen (14) calendar days of initial claim set up. Such plan of action shall be clearly stated including the reasoning for the plan. The plan of action will be updated at least every forty-five (45) calendar days on active claims and at least every six (6) months on claims that have settled but are open to monitor future medical care. Each plan of action will be clearly identified in the computer notepad.

Resolution 4-2012 Attachment 2

10. Claim Supervision
The claims administrator shall provide supervisory staff that will regularly review the work product of the adjustors. Supervisors handling claims for LAWCX members with SIR’s of $500,000 or less shall review 20% of the adjustors’ caseloads monthly and conduct quarterly reviews on claims with reserves in excess of $50,000. Supervisors handling claims for members with SIRs in excess of $500,000 shall review 10% of the adjustors’ caseloads monthly and conduct quarterly reviews on claims with reserves in excess of $100,000. Supervisors shall conduct the reviews to ensure each adjustor is following the performance standards. Such reviews shall be labeled as “Supervisor Review” and clearly documented in the computer notepad.

The supervisor must review all medical only claims open beyond ninety (90) calendar days from the date of entry by the claims administrator for potential closure or conversion to indemnity claim status. Claims with $3,000 or more paid-to-date on any claim open beyond one hundred eighty (180) calendar days from date of entry shall be converted to indemnity status and a reasonable, precautionary indemnity reserve placed on the claim.

11. Transportation Expense
Transportation reimbursement will be mailed within five (5) calendar days of the receipt of the claim for reimbursement. Advance travel expense payments will be mailed to the injured employee at least ten (10) calendar days prior to the anticipated date of travel.

12. Medical Payments
Medical bills will be reviewed for correctness, approved for payment, and paid within the time limits established by Labor Code Section 4603.2. If all or part of the bill is being disputed, the claims administrator will notify the medical provider, on the appropriate form letter, within time limits established by Labor Code Section 4603.2.

Complete medical management services will be provided to the employer.

13. Physician Contact
Physician’s office will be contacted within three (3) business days of notice of all new claims to conduct an initial investigation of the medical aspects of the claim and discuss the member entity’s return-to-work goals. Contact with the physician’s office shall be maintained to ensure injured workers receive proper medical treatment and are returned to full or modified employment at the earliest possible date. Such contact will continue as needed during the continuation of temporary disability to assure that treatment is related to a compensable injury or illness.

Resolution 4-2012 Attachment 2

14. Litigated Cases
The claims administrator shall promptly initiate investigation of issues identified as material to potential litigation. The employer shall be alerted to the need for an outside investigation as soon as possible and shall appoint an outside investigator who is acceptable to the employer.

Such referrals will be documented in the claims administrator’s computer notepad. The employer shall be kept informed on the scope and results of all investigations.

All assignments to outside counsel will be done with the employer’s authorization and consent.

Such referrals will be documented in the claims administrator’s computer notepad. In conjunction with the employer, the claims administrator shall monitor the outside counsel’s progress. The claims administrator shall audit all bills before payment.

Settlement proposals directed to the employer shall be forwarded by the claims administrator or defense counsel in a concise and clear written form with a reasoned recommendation.

All preparation for a trial shall involve the employer so that all material evidence and witnesses are utilized to obtain a favorable result for the defense.

15. Settlements
The claims administrator shall obtain the employer’s authorization on all settlement or stipulations.

Should the total incurred amount exceed the member’s self insured retention, the claims adjustor shall obtain written settlement authority from the applicable excess carrier.

16. Future Medical Claims
Claims that remain open to monitor future medical care shall remain open for two (2) years from the last payment of benefit. Reviews shall be documented in the claim notes to include settlement information, outline future medical care, last date and type of treatment, name of excess carrier, excess carrier reporting level, and excess carrier reporting history. Reserves for future medical treatment will be reviewed every six (6) months and adjusted for use over a three (3) year average and the injured employee’s life expectancy based on the current version of the U.S. Life Table. The reason(s) and calculation(s) for the adjustment(s) shall be clearly documented in the computer notepad.

The claims administrator shall evaluate the claim at least once a year to determine a reasonable amount for settlement of future medical benefits and any remaining benefits due. The reason(s) and calculation(s) for the recommended settlement amount shall be clearly documented in the computer notepad. The claims administrator shall clearly document the computer notepad with the outcome of the settlement negotiations with the employee or applicant’s attorney.

Resolution 4-2012 Attachment 2

17. Subrogation
In all cases where a third party is responsible for the injury to the employee, the third party shall be contacted within ten (10) business days with notification of the employer’s right to subrogation and the recovery of certain claim expenses. Such contact will be documented in the claims administrator’s computer notepad. If the third party is a governmental entity, a claim shall be filed with the governing board within six (6) months of the injury or notice of injury.

Periodic contact shall be made with the responsible party and/or insurer to provide notification of the amount of the estimated recovery to which the employer will be entitled. Such contact will be documented in the claims administrator’s computer notepad.

If the injured worker brings a civil action against the party responsible for the injury, the claims administrator shall consult with the employer about the value of the subrogation claim and other considerations. Upon employer authorization, subrogation counsel shall be assigned to file a Lien or a Complaint in Intervention in the civil action.

Whenever practical, the claims administrator should take advantage of any settlement in a civil action by attempting to settle the workers’ compensation claim by means of a Third Party Compromise and Release. If the parties are unable to agree on a reasonable Third Party Compromise and Release, then every effort should be made through the WCAB to offset claim expenses through a credit against the proceeds from the injured worker’s civil action.

18. Vocational Rehabilitation (VR)/Supplemental Job Displacement Benefits (SJDB) In accordance with all applicable California laws in place at the date of injury, the claims administrator shall:

A. Determine the Qualified Injured Worker/Non-Qualified Injured Worker status; B. Advise the injured worker of his/her right to VR/SJDB; C. Provide appropriate VR/SJDB;
D. Control rehabilitation costs;
E. Attempt to secure the prompt conclusion of VR/SJDB; and F. Provide notification to the employer should work restrictions require permanent or modified alternative accommodations.

19. Excess Insurance
Potential Workers’ Compensation excess cases shall be reported in accordance with the reporting criteria established by the Bylaws of the Local Agency Workers’ Compensation Excess Joint Powers Authority (LAWCX).

All cases that meet the established reporting criteria are to be reported within ten (10) business days of the day on which it is known the criterion is met.

Resolution 4-2012 Attachment 2

20. Award Payment
Payments on Awards, Computations, or Compromise and Releases will be issued within ten (10) business days following receipt of the appropriate document.

21. Penalties
Late payment of all benefits must include the self-imposed penalty in accordance with California law. The claims administrator will provide the member a quarterly listing of any administrative penalties paid the quarters ending March 31, June 30, September 30, and December 31, which were the responsibility of the claims administrator, and a check from the claims administrator payable to the member for reimbursement. The check and report shall be submitted to the member within thirty (30) calendar days after the quarter ends.

22. Reserves
Reserves shall be established based on the facts of the claim and the ultimate probable cost of each claim. All reserve categories shall be reviewed on a regular basis but not less than at least every ninety (90) calendar days on active claims and every six (6) months on claims that have settled but are open to monitor future medical care. Such reviews shall be clearly documented in the computer notepad. Any changes to reserves shall include an explanation for the change.

23. Case Closure
All indemnity cases, where permanent disability is not an issue, will be closed within sixty (60) calendar days of the final financial transaction or final correspondence to the injured worker as required by law. All indemnity claims, where permanent disability is an issue, will remain open for two (2) years from the last payment of benefits and then closed within sixty (60) calendar days from that date.

24. Right to Audit or Review
The member or its designated representative is authorized to visit the claim administrator’s processing and/or storage premises, for purpose of performing a claims audit or review, and have access to all data, including paper documents, microfilm, microfiche, and magnetically stored data which relate to payments or non-payments made by the employer. Any assistance or service provided in response to a claims audit described above will be rendered at no additional cost to the member or employer.

25. Loss Runs
The loss run shall be issued by the 15
th calendar day of the month following the closing date.

Corrections to the loss run made by the 20
th calendar day of the month shall be reflected in the
following month’s loss run.

Resolution 4-2012 Attachment 2

Requests for status of claims generated by the employer shall be provided within thirty (30) calendar days.

26. Loss Data Specification Submissions
The claims administrator shall provide loss data information to the excess carrier on a monthly basis in the format outlined in Attachment I, “Request for Detail Information”. The submissions shall be submitted to the excess carrier’s secure File Transfer Protocols (FTP) server by the 15 th
of the following month. The submission shall include the 65 required fields outlined in Attachment 3. The submissions will be made to the FTP server in addition to the loss runs provided to the members and will be made at no additional costs to the member, employer, or excess carrier.

27. Compliance with Labor Code
The claims administrator shall comply with all provisions of the Labor Code and Rules and Regulations in effect at the applicable date of injury.

Resolution 4-2012 Attachment 2

Request for Detail Information – Universal Electronic Loss Data Submission Workers’ Compensation Claims Information Specifications The data outlined in this request will be utilized for the member’s and excess carrier’s underwriting process, loss analysis, benchmarking, and actuarial study. Please provide an electronic data file in Microsoft Excel format. If you are submitting data for more than one member, please combine the data into one Excel file. The requested file is a data file only, and should not contain any formatting, macros, formulas, hidden columns or rows, report headers, blank rows, or any other Excel “features”. Files will be accepted in Excel 1997-2003, 2007-2009, and 2010 formats.

If you need any help generating the loss data file in the required format, please contact the Bickmore IS team at (916) 244-1100.

When compiling your data, please pay careful attention to the following:
• Data must be evaluated as of the last day of the month being reported. • If the data is being provided for a Joint Powers Authority (JPA), please use the member/entity’s name in the Entity Name Field (described below) and not just the JPA’s name.
• Workers’ compensation claims data should be provided for the entire claim history – all the years you maintain in your risk management/claimsinformation system. • Workers’ compensation claims data transferred from any prior third party administrators (TPA) shall be incorporated into the data submission.
• Loss amounts should include the full amount of the claim and not be limited to any excess insurance recovery (please do not cap payment, reserve, or recovery amounts). • Losses should be detailed on a per claim basis.
• The file should include all open and closed workers’ compensation claims including “Incident Only” (also known as “Information Only”, “Record Only”, or “Notice Only”) and “First Aid” claims. Incident Only and First Aid claims must be identified using the “Claim Type” field (described below.)
• Medical Management, Bill Review, and/or Cost Containment fees incurred prior to July 1, 2012 should be included in the individual claim paid and reserved medical loss amounts rather than as a separate claim record. Claims coded as “Bill Review”, “Cost Containment”, “Dummy”, or “Ouch” will not be accepted.
• Medical Management, Bill Review, and/or Cost Containment fees incurred after July 1, 2012 should be included in the individual claim paid and reserved ALAE loss amounts rather than as a separate claim record. Claims coded as “Bill Review”, “Cost Containment”, “Dummy”, or “Ouch” will not be accepted.
• For claims involving Labor Code (LC) 4850 and LC 4856 benefits, please be sure to include the claim information and show separately any payments and reserves specifically designated for LC 4850 and LC 4856 (“Paid 4850” and “Reserve 4850”). Do not include Resolution 4-2012 Attachment 2

these amounts in the “Paid Indemnity” or “Reserve Indemnity” columns. • Closed claims cannot have reserve amounts included. By definition, a closed claim cannot have case reserves. Therefore, closed claims with reserve amounts will not be accepted.
• All paid, reserve, and incurred amounts must be “positive” numbers. A negative amount may be listed only if it pertains to a subrogation or excess recovery (“Subro Recovery Amount” and “Excess Recovery Amount”).
• Per the group’s governing documents, members are required to submit loss data. If the data is not submitted in a timely fashion, the member may be penalized. Please note that if the data is not submitted in the proper format or the record layout does not match the following criteria the submission will not be accepted. Should the submission be rejected, the member may be penalized.

ELECTRONIC DATA FILE LAYOUT
This information will only be accepted via the LAWCX web site (http://www.lawcx.org) or via our Secure Insurance data transfer web site accessible at https://si.brsrisk.com. Please do not send files through the e-mail system. You may use whichever site you prefer.

To upload the files using the LAWCX site, go to “Data Submission” on the main menu (http://www.lawcx.org/DataSubmission.aspx) and click on “Enter”. Follow the instructions listed to upload the loss data file(s). To use the LAWCX site you must already have site login credentials which should have been previously provided to you. If you do not have credentials, or have forgotten your user ID or password, please contact the Bickmore Information Services Team at (916) 244-1100 for assistance.

To upload the files using Secure Insurance (https://si.brsrisk.com) (note that this is an SSL (secure) site and the prefix is https and not http), login to the site using your e-mail address and password.

If you have not previously used the site, you can easily register by clicking on the registration link (https://si.brsrisk.com/secureinsurance/UserRegister.do) on the home page and following the registration instructions. LAWCX files sent using Secure Insurance should be delivered to [email protected]. If you need any assistance registering or submitting the data, please contact Bickmore at (916) 244-1100.

If for any reason you are unable to use either of the data transfer sites, please contact us for alternative electronic transfer solutions, or you can send the data via CD or DVD media through overnight shipping or the U.S. mail.

Please utilize the following specifications when submitting your information to us. Each record must consist of the 65 data fields described below. If there is no data for a specific field, please indicate by leaving blank (null); do not use spaces, “NULL”, “UNKNOWN”, or “ / / “ as placeholders. Note that only fields 3 (Location Name), 7 (Claimant First Name), 11 (Occupation Code), and 39 (Date Closed) can be left blank, and only under specific circumstances. All numeric (amount) fields must be coded as a dollar amount. If there is no amount, code as “$0.00”; do Resolution 4-2012 Attachment 2

not leave blank. If using dollar signs (“$”) and/or commas (“,”) in a loss amount field causes problems with your submission process, they can be omitted. The first row of the file must contain a header identifying the columns exactly as specified below. If using spaces (“ “) in column names causes problems with your submission process, you may substitute underscores (“_“) instead.

A template of the file with the correct header and a sample claim row is attached for your use/information. These specifications and the sample template are also available for download at the secure data transfer site.

SPECIFICATIONS:

No. Field Name Format Description
1 Evaluation Date mm/dd/yyyy The date the loss data was evaluated, which should always be the last day of the month being reported
2 Entity Name text (80) Name of the member entity, district, or employer.

For members of a JPA or group, this field should
contain the member/entity name, not the name of
the JPA or group. The individual employer/entity
name will be used to determine the group
3 Location Name text (80) Name of the claimant’s assigned location, building, facility, school, or division (if the same as
Department Name, then leave blank). Do not
include location numbers
4 Department Name text (80) Name of the claimant’s department. Do not include department numbers
5 Claim Number text (40) Claim or file number
6 Original Claim Number text (40) If the claim has been transferred from another TPA or entity, or is the excess or pool layer loss amount
on another claim, include the original claim or file
number. Otherwise code the same as 5 (Claim
Number) above
7 Claimant First Name text (40) First name of the claimant. Must be mixed case and only include the claimant’s first name
8 Claimant Last Name text (40) Last name of the claimant. Must be mixed case and not include the claimant’s first name
Resolution 4-2012 Attachment 2

9 Date of Birth mm/dd/yyyy Claimant’s date of birth
10 Gender text (1) Claimant’s gender. Code F for female or M for male
11 Occupation text (40) Job title of claimant at time of injury/illness 12 Safety Flag text (1) Code “Y” if the claimant is eligible for full salary benefits under Labor Codes (LC) 4850 and 4856 or
“N” if not
13 Class Code text (4) NCCI standard class code based on claimant’s occupation at time of injury/illness. (If the code is
not captured, then leave blank.)
14 Date of Hire mm/dd/yyyy Claimant’s hire date
15 Avg. Weekly Wages $#,###.## Average weekly wages at time of injury/illness. If unknown, code $0.00
16 Claim Type text (2) Code as IO = Incident (or Record or Notice) Only, FA = First Aide, MO = Medical Only, TD =
Temporary Disability, PP = Permanent Partial
Disability, PT = Permanent Total Disability
(100%), DC = Death Claim, or FM = Future
Medical. No other codes will be accepted
17 PD Rating ###.## Percentage of rating established by the TPA, State, or independent rater
18 PD Amount $#,###.## Amount of PD associated with percentage of rating established by the TPA, State, or independent rater
19 Settlement Type text (2) Code as CR = Compromise and Release, FA = Findings and Award, ST = Stipulated Award, OS =
Other Settlement Type, NS = Not Settled. No other
codes will be accepted
20 Settlement Amount $#,###.## Amount of settlement agreed by all parties and approved by a WCAB judge
21 Settlement Date mm/dd/yyyy Date judge approved settlement Resolution 4-2012 Attachment 2

22 FM Award Flag text (1) Code “Y” if the claim will remain open to monitor future medical care or “N” if the claimant is not
entitled to future medical care
23 Cause of Loss Code text (3) Alphanumeric Cause of Loss code 24 Cause Description text (80) Ex.: Fall. Only include description (no codes accepted)
25 Nature of Injury Code text (3) Alphanumeric Nature of Injury code 26 Injury Description text (80) Ex.: Sprain. Only include description (no codes accepted)
27 Body Part Code text (3) Alphanumeric Body Part code
28 Body Part Description text (80) Ex.: Foot. Only include description (no codes accepted)
29 Text Description text (255) Free form text description of the claim. This field should list the actual description of the injury or
event as listed by the employer. Do not include
quotes (‘), double quotes (“), or carriage return or
end-of-line characters (CRLF)
30 Fatality Flag text (1) Code “Y” if the injury or illness caused or allegedly caused the claimant’s death or “N” if it
did not
31 Litigated Flag text (1) Code “Y” if the claimant is or was represented by an attorney or the employer retained legal
representation at any time or “N” if there are no
attorneys involved
32 Accepted Date mm/dd/yyyy Date the claim or a portion of the claim is accepted 33 Delayed Date mm/dd/yyyy Date the claim or a portion of the claim was once or is currently delayed
34 Denied Date mm/dd/yyyy Date the claim or a portion of the claim is denied Resolution 4-2012 Attachment 2

35 Date of Loss mm/dd/yyyy Date the incident, injury, or illness occurred or was alleged. If cumulative trauma is alleged, the date of
injury shall be listed as the last date of the injurious exposure
36 Date Reported mm/dd/yyyy Date claim was reported by the claimant to his or her employer. Also known as date of knowledge
37 Date Received mm/dd/yyyy Date claim was received/reported to the claims administrator/adjuster
38 Date Entered mm/dd/yyyy Date claim was entered into the risk management/claims information system. Also
known as system date, open date, or registration
date
39 Date Closed mm/dd/yyyy Date this claim was closed (if not closed then leave blank)
40 Status text (2) Code as follows: OP = Open, CL = Closed, RO = Re-opened, RC = Re-closed. No other codes will
be accepted
41 Paid TD $#,###.## Amount paid to date on the claim for temporary benefits (does not include amount paid per LC
4850 and 4856 or Vocational Rehabilitation
(VR)/supplemental job displacement benefits
(SJDB)
42 Paid PD $#,###.## Amount paid to date on the claim for permanent benefits
43 Paid 4850 $#,###.## Amount paid to date for losses/injuries to public safety officers per LC 4850 and 4856. Do not
include amount in field 41 (Paid TD)
44 Paid Other Indemnity $#,###.## Amount paid to date for other indemnity benefits not including TD, PD, or LC 4850 benefits. This
includes death benefits and/or penalties
45 Paid Medical $#,###.## Amount paid to date for medical benefits and medical management fees (bill review, nurse case
management, utilization review incurred prior to
07/01/12)
Resolution 4-2012 Attachment 2

46 Paid VR/SJDB $#,###.## Amount paid to date for VR/SJDB 47 Paid ALAE $#,###.## Amount paid to date for all non-legal expenses (fees for copy service, surveillance/sub rosa,
interpreters, indexing, witnesses, investigations,
and expenses incurred after 06/30/12 for bill
review, nurse case management, and utilization
review services)
48 Paid Legal Expenses $#,###.## Amount paid to date for legal expenses (fees for defense attorney and depositions)
49 Total Paid $#,###.## Total paid on this claim to date. Must total the sum of fields 41+42+43+44+45+46+47+48
50 Reserved TD $#,###.## Current case reserve for only temporary benefits (does not include amount reserved per LC 4850
and 4856 or VR/SJDB)
51 Reserved PD $#,###.## Current case reserve for only permanent benefits (does not include amount reserved per LC 4850
and 4856 or VR/SJDB)
52 Reserved 4850 $#,###.## Current case reserves for losses/injuries to public safety officers per LC 4850 and 4856. Do not
include this amount in field 50 (Reserved TD)
53 Reserved Other Indemnity$#,###.## Current case reserves for other indemnity benefits not including TD, PD, or LC 4850 and 4856
benefits. This includes death benefits and/or
penalties
54 Reserved Medical $#,###.## Current case reserve for medical benefits and medical management fees (bill review, nurse case
management, utilization review incurred prior to
07/01/12)
55 Reserved VR/SJDB $#,###.## Current case reserve amount for VR/SJDB 56 Reserved ALAE $#,###.## Current case reserves for non-legal expenses (fees for copy service, surveillance/sub rosa,
interpreters, indexing, witnesses, investigations,
and expenses incurred after 06/30/12 for bill
review, nurse case management, and utilization
review services)
Resolution 4-2012 Attachment 2

57 Reserved Legal Expense $#,###.## Current case reserves for legal expenses (fees for depositions and defense attorney)
58 Total Reserved $#,###.## Total current case reserves on this claim. Must total the sum of fields
50+51+52+53+54+55+56+57
59 Total Incurred $#,###.## Total Incurred losses for this claim. This amount shall be exclusive of any subro or excess recovery
amounts. Must total the sum of fields 49 (Total
Paid) and 58 (Total Reserved)
60 Subrogation Recovery $#,###.## Amount recovered for subrogation recovery on this claim file. This amount shall not be deducted from
the paid to date, reserve, or total incurred amounts
61 Excess Recovery $#,###.## Amount recovered from excess carrier on this claim file. This amount shall not be deducted from
the paid to date, reserve, or total incurred amounts
62 4850 Days Paid #,### Number of LC 4850/4856 days paid. Code as “0” if none has been paid. This field will contain the
number of days and not the amount of benefits
paid to the claimant per LC 4850 and 4856
63 Mod. Duty Days Worked #,### Number of modified duty days claimant worked.

Code as “0” if none worked. This field will contain
the number of days and not the amount of salary
paid to the claimant
64 OSHA Days Paid #,### Number of OSHA days paid. Code as “0” if none paid. This field will contain the number of days
and not the amount of temporary disability benefits
paid to the claimant
65 TD Days Paid #,### Number of temporary disability days paid. Code as “0” if none paid. This field will contain the number
of days and not the amount of TD benefits paid
Paper loss runs and/or Adobe Acrobat files are not acceptable.

EXHIBIT "C"
City of Roseville – Updated Pricing Proposal

Updated – June 2, 2022
Please see our proposed pricing for the City’s Workers’ Compensation claims management.

Proposed Pricing
Claims Administration - Life of Contract Claims Administration and Managed Care Annual Claims Fee
Year 1 $265,000
Year 2 $272,950
Year 3
Year 4 (optional)
Year 5 (optional)
$281,139
$288,168
$295,372
Services Included in Claims Administration Fee
Claims Administration Designated Account Manager
Claim Review Meetings Litigation Management
Swat Team Claim Intake Reporting to Excess Reinsurer
Additional Services
Annual Administration Fee $5,000
Bank Charges (Does not include outgoing ACH) Included
Storage Fees Included
On-Line 5020 Reporting Included
Loss Reports Included
On-Line System Access - up to 4 users Included - $250 per year per user in excess of 4 users
Trust Accounting Included
Preparation and filing of 1099's Included
Preparation of SIP reports Included
FROI/SROI Reporting Included
Medicare Reporting Included
Ebill Included
Transition Services
Data Intake $5,000
Claims Triage No Charge
Bill Review Fee
City of Roseville – Updated Pricing Proposal

Updated – June 2, 2022
Standard Medical Bill Review Fee Schedule
Reductions
$8.50 per bill plus PPO Reduction
Inpatient or outpatient hospital or surgery center $300 per bill plus PPO Reduction PPO Reduction 24% of Reduction below Fee Schedule
Bills not subject to Fee Schedule 24% of Reduction
Managed Care Programs
Case Management
Telephonic Case Management $105 per hour
Field Case Management $108 per hour + incidentals (including mileage, phone, tolls, parking, etc.)
Utilization Review
Adjuster Review No Charge
Tier 1 - Nurse Review $120 Flat Fee
Includes 3 medical request in a single review, set up, phone calls to physician, email notices to adjuster and letters to all parties including network providers. Fee applies to reviews approved by nurse or escalated to physician.

Tier 2 - Physician Review $235 plus nurse charge
Includes 3 medical request in a single review.

Pharmacy Review $385 plus nurse charge
Includes unlimited medical request in a single review.

Medical Provider Network Access (LWP Network)
PPO fee for savings below fee schedule and negotiations 24% There is no separate charge for medical provider access to LWP's proprietary network. Percentage of savings below fee schedule is the only charge.

Specialized Network Access (bill review charges do not apply) Durable Medical Goods $5 per bill network access fee
Expedited Diagnostic Testing $5 per bill network access fee Physical Therapy Network $5 per bill network access fee Pharmacy Benefit Network $5 per bill network access fee These charges apply only if LWP's programs are utilized.

Other Services Fee
Investigation
Field Investigation $88 per hour
SIU related work $98 per hour
Indexing
City of Roseville – Updated Pricing Proposal

Updated – June 2, 2022
Index and OFAC Reporting (ISO Fee passed through) $11.55 per report (2022 fee - reviewed annually)
Subrogation
Subrogation 15% of gross recovery
Fee shall not apply to cases where file is referred to subrogation attorney for handling, and shall apply only to cases where recovery is negotiated by LWP staff. Fee shall still apply to cases where counsel is employed ONLY to draft releases, but where LWP did all negotiations.

Lien Resolution
Liens negotiated by LWP Staff %15 of reduction
Charge does not apply to liens negotiated by defense counsel. Additional fees that may be incurred for liens negotiated directly by defense counsel will be charged to the file as an expense. Charge does not apply to liens that are negotiated as a result of a dispute over a fee schedule and/or a PPO reduction.

LWP makes every effort not to change pricing. Pricing guarantee for 18 months. Price subject to increase thereafter with advance notice.

COUNCIL COMMUNICATION
CC #: 2164
File #: 0400-04-12-1
Title: Sierra Vista Village FD-10 - Notice of Completion Contact: Jeremy Knuthson 916-223-3859 [email protected] Meeting Date: 7/6/2022
Item #: 7.20.

RECOMMENDATION TO COUNCIL
Staff recommends that the City Council adopt the attached resolution accepting Sierra Vista Village FD-10, CWJ# 190567 as complete and authorizing the City Engineer to execute the Notice of Completion.

BACKGROUND
The Engineering Division has made a final inspection of the above project and has found the roadway infrastructure work complete in accordance with the improvement plans and City specifications.

FISCAL IMPACT
The actions requested as part of this action have no impact to the City's General Fund.

Construction costs were paid by the developer.

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. Approval of a Notice of Completion meets the above criteria and is not subject to CEQA. No additional environmental review is required.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Goal F - Invest in well-planned infrastructure and growth Respectfully Submitted,
Jeremy Knuthson, Construction Inspector
Mike Isom, Development Services Director
_____________________________
Dominick Casey, City Manager
ATTACHMENTS:

Description
Resolution 22-236
Notice of Completion
Exhibit A - Location Map
Final Map
RESOLUTION NO. 22-236

RESOLUTION OF THE COUNCIL OF THE CITY OF ROSEVILLE ACCEPTING THE PUBLIC WORK KNOWN AS Sierra Vista Village FD-10 PROJECT, APPROVING THE "NOTICE OF COMPLETION", AND AUTHORIZING AND DIRECTING THE CITY

ENGINEER TO EXECUTE SAID NOTICE ON BEHALF OF THE CITY OF

ROSEVILLE, THEREFORE, AND ACCEPTING ALL DEDICATIONS OFFERED ON THE RECORDED MAP OF THE SUBDIVISION.

BE IT RESOLVED by the Council of the City of Roseville as follows:

1. The "Notice of Completion" on file in the City Clerk's Department relative to that public work known as the Sierra Vista Village FD-10 is hereby approved and the public work accepted.

2. All rights of way and easements as offered on the final map of recorded with Placer County Recorder’s Office Book FF_ of Maps, Page _70 is hereby accepted.

3. The City Engineer is hereby authorized and directed to execute said Notice on behalf of the City of Roseville.

PASSED AND ADOPTED by the Council of the City of Roseville, this 6 day of July, 2022, by the following vote on roll call:

AYES COUNCILMEMBERS:

NOES COUNCILMEMBERS:

ABSENT
COUNCILMEMBERS:

MAYOR
ATTEST:

CITY CLERK

RECORDING REQUESTED BY AND WHEN
RECORDED MAIL TO:

CITY CLERK

CITY OF ROSEVILLE
311 VERNON STREET
ROSEVILLE, CA 95678
Exempt from recording fees
Pursuant to Gov’t Code §27383

NOTICE OF COMPLETION
NOTICE IS HEREBY GIVEN that the public work of improvement known as the Project was completed and
accepted by the City of Roseville on . The location is
situated in the City of Roseville, County of Placer, State of California and is indicated on the attached map, marked as Exhibit “A” and incorporated herein by this reference. The real property herein described is owned by the City of Roseville, 311 Vernon Street, Roseville CA 95678.

The direct/general contractor on said project was .

The surety on said project was
.
___________________________________
City of Roseville
Owner
ATTEST:
________________________________ _
Carmen Avalos, City Clerk
State of California )
County of Placer )
I, , being first duly sworn, depose and say: I am the
of the City of Roseville, a municipal corporation in the State of California, owner of the property described in the above Notice. I am duly authorized to make this verification for and on behalf of the City of Roseville. I have read the Notice of Completion and know its contents and the facts stated therein are true.

___________________________________

City of Roseville
State of California )
County of Placer )
Subscribed and sworn to (or affirmed) before
me on this _____ day of ,
20___,
proved to me on the basis of satisfactory
evidence to be the person(s) who appeared
before me.
____________________________________
Place Notary Seal and/or Stamp Above Signature of Notary Public A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

EARL RUSH DR

EARL RUSH DR
MARKET
S
T

WESTBROOK BL

VISTA GRANDE BL
Exhibit A: Location Map
City of Roseville
Sierra Vista
Village FD-10
Project
Location
0 0.25 0.5
Miles

PLEASANT GROVE

FIDDYMENT
S
A
N
T
U
C
C
I

WESTBROOK

BASELINE
Vicinity Map

COUNCIL COMMUNICATION
CC #: 2183
File #: 0400-04-09-1
Title: Fiddyment Ranch - Phase 3 - Holt Parkway 3A-2 - Notice of Completion Contact: Darin Crockett 916-751-9196 [email protected] Meeting Date: 7/6/2022
Item #: 7.21.

RECOMMENDATION TO COUNCIL
Staff recommends that the City Council adopt the attached resolution accepting Fiddyment Ranch Phase 3 Holt Parkway 3A-2, CWJ # 190506, as complete and authorizing the City Engineer to execute the Notice of Completion.

BACKGROUND
The Engineering Division has made a final inspection of the above project and has found the roadway infrastructure work complete in accordance with the improvement plans and City Specifications.

FISCAL IMPACT
The actions requested as part of this action have no impact to the City's General Fund.

Construction costs were paid by the developer.

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. Approval of a Notice of Completion meets the above criteria and is not subject to CEQA. No additional environmental review is required.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Goal F - Invest in well-planned infrastructure and growth Respectfully Submitted,
Darin Crockett, Senior Construction Inspector
Mike Isom, Development Services Director
_____________________________
Dominick Casey, City Manager
ATTACHMENTS:

Description
Resolution 22-251
Exhibit A - Location Map
NOC
Final Map
Village F-6 Final Map
RESOLUTION NO. 22-251

RESOLUTION OF THE COUNCIL OF THE CITY OF ROSEVILLE ACCEPTING THE PUBLIC WORK KNOWN AS Fiddyment Ranch Phase 3 Holt Parkway 3A-2, APPROVING THE "NOTICE OF COMPLETION", AND AUTHORIZING AND DIRECTING THE CITY

ENGINEER TO EXECUTE SAID NOTICE ON BEHALF OF THE CITY OF ROSEVILLE,

THEREFORE, AND ACCEPTING A PORTION OF THE DEDICATIONS OFFERED ON THE RECORDED MAP OF THESUBDIVISION.

BE IT RESOLVED by the Council of the City of Roseville as follows:

1. The "Notice of Completion" on file in the City Clerk's Department relative to that public work known as the Fiddyment Ranch Phase 3 Holt Parkway 3A-2 is hereby approved and the public work accepted.

2. A portion of the right-of-way and easements offered for dedication on the final maps of Fiddyment Ranch Phase 3 recorded in Book EE of Maps, Page 74 and Fiddyment Ranch Phase 3 Village F-6 recorded in Book FF of Maps, Page 75, in the office of the recorder of Placer County, is hereby accepted by the City in part as said dedications relates to the improvement plan set known as Fiddyment Ranch Phase 3 Holt Parkway3A-2

3. The City Engineer is hereby authorized and directed to execute said Notice on behalf of the City of Roseville.

PASSED AND ADOPTED by the Council of the City of Roseville, this day of , 20 , by the following vote on rollcall:

AYES COUNCILMEMBERS:

NOES COUNCILMEMBERS:

ABSENT COUNCILMEMBERS:

MAYOR
ATTEST:

CITY CLERK

HOLT PW
N
HAYDEN
PW

CRAWFORD PW

WESTBROOK
BL
Exhibit A: Location Map
Fiddyment Ranch Phase 3
Holt Parkway 3A-2
Project
Location
0 0.25 0.5
Miles

BLUE OAKS
SA
NTUCCI

WESTBROOK

FIDDYMENT PLEASANT GROVE
Vicinity Map

RECORDING REQUESTED BY AND WHEN
RECORDED MAIL TO:

CITY CLERK

CITY OF ROSEVILLE
311 VERNON STREET
ROSEVILLE, CA 95678
Exempt from recording fees
Pursuant to Gov’t Code §27383

NOTICE OF COMPLETION
NOTICE IS HEREBY GIVEN that the public work of improvement known as the Project was completed and
accepted by the City of Roseville on . The location is
situated in the City of Roseville, County of Placer, State of California and is indicated on the attached map, marked as Exhibit “A” and incorporated herein by this reference. The real property herein described is owned by the City of Roseville, 311 Vernon Street, Roseville CA 95678.

The direct/general contractor on said project was .

The surety on said project was
.
___________________________________
City of Roseville
Owner
ATTEST:
________________________________ _
Carmen Avalos, City Clerk
State of California )
County of Placer )
I, , being first duly sworn, depose and say: I am the
of the City of Roseville, a municipal corporation in the State of California, owner of the property described in the above Notice. I am duly authorized to make this verification for and on behalf of the City of Roseville. I have read the Notice of Completion and know its contents and the facts stated therein are true.

___________________________________

City of Roseville
State of California )
County of Placer )
Subscribed and sworn to (or affirmed) before
me on this _____ day of ,
20___,
proved to me on the basis of satisfactory
evidence to be the person(s) who appeared
before me.
____________________________________
Place Notary Seal and/or Stamp Above Signature of Notary Public A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

COUNCIL COMMUNICATION
CC #: 2184
File #: 0400-04-09-1
Title: Fiddyment Ranch - Phase 3 Village F-10 Phase 2 - Notice of Completion Contact: Darin Crockett 916-751-9196 [email protected] Meeting Date: 7/6/2022
Item #: 7.22.

RECOMMENDATION TO COUNCIL
Staff recommends that the City Council adopt the attached resolution accepting Fiddyment Ranch - Phase 3 Village F-10 Phase 2, CWJ#190510 as complete and authorizing the City Engineer to execute the Notice of Completion.

BACKGROUND
The Engineering Division has made a final inspection of the above project and has found the roadway infrastructure work complete in accordance with the improvement plans and City specifications.

FISCAL IMPACT
The actions requested as part of this action have no impact to the City's General Fund.

Construction costs were paid by the developer.

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. Approval of a Notice of Completion meets the above criteria and is not subject to CEQA. No additional environmental review is required.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Goal F - Invest in well-planned infrastructure and growth Respectfully Submitted,
Darin Crockett, Senior Construction Inspector
Mike Isom, Development Services Director
_____________________________
Dominick Casey, City Manager
ATTACHMENTS:

Description
Resolution 22-252
Exhibit A/Location Map
NOC
Final Map
RESOLUTION NO. 22-252

RESOLUTION OF THE COUNCIL OF THE CITY OF ROSEVILLE ACCEPTING THE PUBLIC WORK KNOWN AS FIDDYMENT RANCH – PHASE 3 VILLAGE F-10 PHASE 2 PROJECT, APPROVING THE "NOTICE OF COMPLETION", AND AUTHORIZING AND DIRECTING

THE CITY ENGINEER TO EXECUTE SAID NOTICE ON BEHALF OF THE CITY OF

ROSEVILLE, THEREFORE, AND ACCEPTING ALL DEDICATIONS OFFERED ON THE RECORDED MAP OF THE SUBDIVISION.

BE IT RESOLVED by the Council of the City of Roseville as follows:

1. The "Notice of Completion" on file in the City Clerk's Department relative to that public work known as the Fiddyment Ranch – Phase 3 Village F-10 Phase 2 is hereby approved and the public work accepted.

2. All rights of way and easements as offered on the final map of recorded with Placer County Recorder’s Office Book FF of Maps, Page 79 is hereby accepted.

3. The City Engineer is hereby authorized and directed to execute said Notice on behalf of the City of Roseville.

PASSED AND ADOPTED by the Council of the City of Roseville, this day of , 2022, by the following vote on rollcall:

AYES COUNCILMEMBERS:

NOES COUNCILMEMBERS:

ABSENT COUNCILMEMBERS:

MAYOR
ATTEST:

CITY CLERK

HOLT PW

N HAYDEN PW
WE
S
T
B
R
O
O
K
B
L
Exhibit A: Location Map
City of Roseville
Fiddyment Ranch Phase 3
Village F-10 Phase 2
Project
Location
0 0.25 0.5
Miles
S
A
N
TUCCI

BLUE OAKS

WESTBROOK

FIDDYMENT PLEASANT GROVE
Vicinity Map

RECORDING REQUESTED BY AND WHEN
RECORDED MAIL TO:

CITY CLERK

CITY OF ROSEVILLE
311 VERNON STREET
ROSEVILLE, CA 95678
Exempt from recording fees
Pursuant to Gov’t Code §27383

NOTICE OF COMPLETION
NOTICE IS HEREBY GIVEN that the public work of improvement known as the Project was completed and
accepted by the City of Roseville on . The location is
situated in the City of Roseville, County of Placer, State of California and is indicated on the attached map, marked as Exhibit “A” and incorporated herein by this reference. The real property herein described is owned by the City of Roseville, 311 Vernon Street, Roseville CA 95678.

The direct/general contractor on said project was .

The surety on said project was
.
___________________________________
City of Roseville
Owner
ATTEST:
________________________________ _
Carmen Avalos, City Clerk
State of California )
County of Placer )
I, , being first duly sworn, depose and say: I am the
of the City of Roseville, a municipal corporation in the State of California, owner of the property described in the above Notice. I am duly authorized to make this verification for and on behalf of the City of Roseville. I have read the Notice of Completion and know its contents and the facts stated therein are true.

___________________________________

City of Roseville
State of California )
County of Placer )
Subscribed and sworn to (or affirmed) before
me on this _____ day of ,
20___,
proved to me on the basis of satisfactory
evidence to be the person(s) who appeared
before me.
____________________________________
Place Notary Seal and/or Stamp Above Signature of Notary Public A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

COUNCIL COMMUNICATION
CC #: 2182
File #: 0400-04-12-1 & 0400-07
Title: Westbrook Phase 3 Parcel WB-41 - Final Map and Subdivision Agreement Contact: Kerry Andrews 916-774-5346 [email protected] Meeting Date: 7/6/2022
Item #: 7.23.

RECOMMENDATION TO COUNCIL
It is recommended that the City Council take the following actions:

1. Approve the final map on file with the City Clerk and accept on behalf of the public, the public utility easements offered thereon, and accept, subject to improvement, the public rights of way and Lots A, B, C, D and E offered thereon, and approve the abandonment of the rights of way and easements listed thereon.

2. Adopt the attached resolution approving the Subdivision Agreement and authorizing the City Manager to execute the agreement on behalf of the City.

BACKGROUND
The Development Services Department's Engineering section has reviewed the subject final map and found that it is in compliance with the Subdivision Map Act and the City's Subdivision Ordinance and all conditions of the tentative map have been met.

This map will create 63 residential lots and 5 public landscape lots.

FISCAL IMPACT
There is no fiscal impact to the City's General Fund associated with this approval.

ENVIRONMENTAL REVIEW
Approval of the Westbrook - Phase 3, Parcel WB-41final map is an action that is subject to California Environmental Quality Act (CEQA). Project level CEQA compliance for the Westbrook - Phase 3, Parcel WB-41 final map was accomplished with the preparation of the Sierra Vista Specific Plan FEIR (SCH# 2008032017) and the Mitigated Negative Declaration (MND) and associated Mitigation Monitoring Program approved by the City of Roseville on June 6, 2012.

Because the Westbrook - Phase 3, Parcel WB-41 final map is consistent with project evaluated in the Sierra Vista Specific Plan FEIR, no new effects would be expected to occur and all applicable mitigation measures from the Sierra Vista Specific Plan FEIR will be implemented. As such, no additional CEQA action is required at this time.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Goal F - Invest in well-planned infrastructure and growth Respectfully Submitted,
Kerry Andrews, Assistant Engineer
Mike Isom, Development Services Director
_____________________________
Dominick Casey, City Manager
ATTACHMENTS:

Description
Final Map
SubdivisionAgreement
Vicinity Map

BOOK OF MAPS, PAGE
LICENSE EXPIRES: SEPTEMBER 30, 2022CITY ENGINEER, CITY OF ROSEVILLEMARC STOUT, R.C.E. 69879 DATE: BY: CITY CLERK, CITY OF ROSEVILLE ASSISTANT CITY CLERK I HEREBYSTATETHATI HAVEEXAMINEDTHISFINALMAPOF "WESTBROOK- PHASE3 PARCELWB-41" ANDFINDIT TO BE SUBSTANTIALLYTHE SAMEAS THE TENTATIVEMAPON FILEANDANY APPROVED ALTERATIONSTHEREOF;THATALLPROVISIONSOFTHESUBDIVISIONMAPACTANDALLAPPLICABLECITY ORDINANCES HAVE BEEN COMPLIED WITH. I HEREBYCERTIFYTHATTHECITYCOUNCIL,CITYOF ROSEVILLE,HASAPPROVEDTHISFINALMAPOF "WESTBROOK- PHASE3 PARCELWB-41",ANDHASACCEPTEDON BEHALFOF THEPUBLICTHEPUBLIC UTILITY EASEMENTSOFFERED HEREON FOR DEDICATIONAND HAS ACCEPTED, SUBJECT TO IMPROVEMENT,THE PUBLICRIGHTS-OF-WAYAND LOTS A, B, C, D AND E OFFEREDHEREONFOR DEDICATIONAND DOES ALSO HEREBY APPROVETHE ABANDONMENTOF THE EASEMENTSAND RIGHT-OF-WAY LISTED HEREON WITHIN NOTE 7 ON SHEET 2. I HEREBYSTATETHATI AMSATISFIEDTHISFINALMAPOF "WESTBROOK- PHASE3 PARCELWB-41"IS TECHNICALLY CORRECT. FOR MARC STOUT, CITY ENGINEER, CITY OF ROSEVILLE DATE: DATE: EXPIRES DECEMBER 31, 2023 TIMOTHY G. BLAIR, PLS 8278 . CITY ENGINEER'S STATEMENT CITY CLERK'S STATEMENT DEPUTY DOCUMENT NO.: BY: FEE: $ STATE OF CALIFORNIA RECORDER OF PLACER COUNTY RECORDER'S STATEMENT FILEDTHIS DAYOF , 2022,AT .M.INBOOK OFMAPS,AT PAGE , INTHEOFFICEOFTHEPLACERCOUNTYRECORDER,ATTHEREQUESTOF MACKAY & SOMPS CIVIL ENGINEERS, INC.

MACKAY & SOMPS CIVIL ENGINEERS, INC.PAUL FERGUSON, JR., PLS 9265EXPIRATION DATE: MARCH 31, 2024 THISMAPOF "WESTBROOK- PHASE3 PARCELWB-41"WASPREPAREDBYMEORUNDERMYDIRECTION ANDISBASEDUPONA FIELDSURVEYINCONFORMANCEWITHTHEREQUIREMENTSOFTHESUBDIVISION MAPACTANDLOCALORDINANCEAT THEREQUESTOF WESTPARKSIERRAVISTA,LLC,IN NOVEMBER, 2017, I HEREBYSTATE THAT THE SURVEYIS TRUE AND COMPLETEAS SHOWN, THAT ALL THE MONUMENTSAREOFTHECHARACTERANDOCCUPYTHEPOSITIONSINDICATEDORTHATTHEYWILLBE SETIN THOSEPOSITIONSBEFOREDECEMBER31, 2023,ANDTHATTHEMONUMENTSARE,OR WILLBE, SUFFICIENTTO ENABLETHE SURVEYTO BE RETRACED,AND THATTHIS FINALMAP SUBSTANTIALLY CONFORMS TO THE CONDITIONALLY APPROVED TENTATIVE MAP. SURVEYOR'S STATEMENT BY: DATE: THEUNDERSIGNEDHEREBYCERTIFYTHATTHEYARETHEONLYPERSONSHAVINGANYRECORDTITLE INTERESTINTHEREALPROPERTYINCLUDEDWITHINTHESUBDIVISIONSHOWNUPONTHISFINALMAPOF "WESTBROOK- PHASE3 PARCELWB-41"AND THEY HEREBYCONSENTTO THE PREPARATIONAND RECORDATIONOF THISFINALMAPANDHEREBYOFFERFORDEDICATIONANDDO HEREBYDEDICATE FOR SPECIFIC PURPOSES THE FOLLOWING: THE REAL PROPERTY DESCRIBED BELOW IS DEDICATED AS EASEMENTS FOR PUBLIC PURPOSES: (A) A PUBLICEASEMENTFOR THE INSTALLATIONAND MAINTENANCEOF, BUT NOT LIMITEDTO ELECTROLIERS,WATERANDGASPIPES,SEWERANDDRAINAGEPIPES,ANDFORUNDERGROUND WIRE AND CONDUITSFOR ELECTRIC,TELEPHONEAND TELEVISIONSERVICESAND TRAFFIC CONTROLAPPURTENANCESTOGETHERWITH ANY AND ALL APPURTENANCESPERTAINING THERETO ON, OVER, UNDER AND ACROSS THE PUBLIC STREETS SHOWN HEREON AS ASTRONOMERWAY,MOONDREAMWAY,STARTRAILWAYANDSTARWATCHDRIVE,LOTSA,B,C,D AND E, AND THOSESTRIPSOF LANDLYINGCONTIGUOUSTO THE RIGHTS-OF-WAYAS SHOWN HEREON AND DESIGNATED "P.U.E." (PUBLIC UTILITY EASEMENT). THE REAL PROPERTY DESCRIBED BELOW IS OFFERED FOR DEDICATION IN FEE FOR PUBLIC PURPOSES: (A) AS PUBLICRIGHT-OF-WAY(INCLUDINGALL IMPROVEMENTSTHEREON)THE STREETSSHOWN HEREON AS ASTRONOMER WAY, MOON DREAM WAY, STAR TRAIL WAY AND STAR WATCH DRIVE. (B) LOTS A, B, C, D AND E AS SHOWNHEREONTO THE CITY OF ROSEVILLEFOR LANDSCAPING PURPOSES AND AS PUBLIC RIGHT-OF-WAY. OWNER'S STATEMENT , A NOTARY PUBLIC NOTARY'S ACKNOWLEDGMENT MY PRINCIPAL PLACE OF BUSINESS IS COUNTY MY COMMISSION EXPIRES: COUNTY OF STATE OF CALIFORNIA WITNESS MY HAND AND OFFICIAL SEAL. ON BEFORE ME, PERSONALLY APPEARED I CERTIFY UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING PARAGRAPH IS TRUE AND CORRECT. SIGNATURE PRINTED NAME MY COMMISSION NUMBER: WHO PROVED TO ME ON THE BASIS OF SATISFACTORY EVIDENCE TO BE THE PERSON(S) WHOSE NAME(S) IS/ARESUBSCRIBEDTO THE WITHININSTRUMENTAND ACKNOWLEDGEDTO ME THAT HE/SHE/THEY EXECUTEDTHE SAME IN HIS/HER/THEIRAUTHORIZEDCAPACITY(IES),AND THAT BY HIS/HER/THEIR SIGNATURE(S)ON THE INSTRUMENTTHE PERSON(S),OR THE ENTITYUPONBEHALFOF WHICHTHE PERSON(S) ACTED, EXECUTED THE INSTRUMENT. A NOTARYPUBLICOROTHEROFFICERCOMPLETINGTHISCERTIFICATEVERIFIESONLYTHEIDENTITY OF THE INDIVIDUALWHOSIGNEDTHEDOCUMENTTO WHICHTHISCERTIFICATEIS ATTACHED,AND NOT THE TRUTHFULNESS, ACCURACY OR VALIDITY OF THAT DOCUMENT. BY: NAME: STEVEN C. PORATH ITS: AUTHORIZED REPRESENTATIVE 1 CITY OF ROSEVILLE PLACER COUNTY CALIFORNIA FINAL MAP OF PARCEL WB-41 SHEET OF 6 18437.PH3.WB41 MAY 2022 WESTBROOK - PHASE 3 SUBDIVISION No. PL21-0161 BEING A SUBDIVISION OF LOT 4 AND A PORTION OF DAYLIGHT DRIVE AS SHOWN ON THAT CERTAIN FINAL MAP ENTITLED "WESTBROOK PHASES 2 & 3 LARGE LOT SUBDIVISION" FILED FOR RECORD ON DECEMBER 8, 2016 IN BOOK DD OF MAPS, AT PAGE 79, PLACER COUNTY RECORDS, AND AMENDED BY CERTIFICATE OF CORRECTION FILED FOR RECORD ON MARCH 21, 2017, AS INSTRUMENT NO. 2017-0020719, OFFICIAL RECORDS OF PLACER COUNTY, WITHIN SECTION 27, TOWNSHIP 11 NORTH, RANGE 5 EAST, MOUNT DIABLO MERIDIAN. 1025 Creekside Ridge Drive, Suite 150, Roseville, CA 95678 (916) 773-1189 SOLAIRE II - ROSEVILLE L.P., A DELAWARE LIMITED PARTNERSHIP BY: OCS-HS LOJV II GP, LLC, A DELAWARE LIMITED LIABILITY COMPANY GENERAL PARTNER BY: OCS-HS LOT OPTION JOINT VENTURE II, LLC, A DELAWARE LIMITED LIABILITY COMPANY SOLE MEMBER BY: HEARTHSTONE PROFESSIONALS - PI, L.P., A DELAWARE LIMITED PARTNERSHIP MANAGER NAME: TITLE: BEAZERHOMESHOLDINGS, LLC, A DELAWARELIMITEDLIABILITYCOMPANY,AS OPTIONEEUNDER MEMORANDUMOF OPTION AND DEVELOPMENTAGREEMENTRECORDEDON MARCH 18, 2022, IN DOCUMENTNUMBER2022-0024158-00,OFFICIALRECORDSOF PLACERCOUNTY,CALIFORNIA,HEREBY CONSENTSTO THE RECORDATIONOF THIS MAP AND THE SUBDIVISIONOF THE LANDS SHOWN HEREON. OPTIONEE'S STATEMENT , A NOTARY PUBLIC NOTARY'S ACKNOWLEDGMENT MY PRINCIPAL PLACE OF BUSINESS IS COUNTY MY COMMISSION EXPIRES: COUNTY OF STATE OF CALIFORNIA WITNESS MY HAND AND OFFICIAL SEAL. ON BEFORE ME, PERSONALLY APPEARED I CERTIFY UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING PARAGRAPH IS TRUE AND CORRECT. SIGNATURE PRINTED NAME MY COMMISSION NUMBER: WHO PROVED TO ME ON THE BASIS OF SATISFACTORY EVIDENCE TO BE THE PERSON(S) WHOSE NAME(S) IS/ARESUBSCRIBEDTO THE WITHININSTRUMENTAND ACKNOWLEDGEDTO ME THAT HE/SHE/THEY EXECUTEDTHE SAME IN HIS/HER/THEIRAUTHORIZEDCAPACITY(IES),AND THAT BY HIS/HER/THEIR SIGNATURE(S)ON THE INSTRUMENTTHE PERSON(S),OR THE ENTITYUPONBEHALFOF WHICHTHE PERSON(S) ACTED, EXECUTED THE INSTRUMENT. A NOTARYPUBLICOROTHEROFFICERCOMPLETINGTHISCERTIFICATEVERIFIESONLYTHEIDENTITY OF THE INDIVIDUALWHOSIGNEDTHEDOCUMENTTO WHICHTHISCERTIFICATEIS ATTACHED,AND NOT THE TRUTHFULNESS, ACCURACY OR VALIDITY OF THAT DOCUMENT.

N00°52'17"W 4.89' LOT C39 37 38 29 36 28 35 27 34 26 33 25 30 31 32 LOT A 3 1 2 47 40 48 41 49 42 50 43 51 46 45 44 61 53 60 52 56 57 59 63 55 62 54 11 10 9 4 12 5 13 6 14 7 15 8 222324 17 58 19212018 16 LOT E N00°22'01"E 105.83'(1) N04°10'33"E 120.42'(1) N00°35'16"W 220.00'(1) R=50.00' Δ=89°43'00" L=78.29' CB=S44°16'14"W CD=70.54'(1) N81°24'32"W 60.83'(1) N89°07'43"E 120.00'(1) N79°39'59"E 60.83'(1) N87°38'04"E 230.08'(1) N89°07'43"E 70.46'(1) N86°06'27"W 120.42'(1) N89°07'43"E 150.00'(1) R=31.00' Δ=90°00'00" L=48.69' CB=N45°52'17"W CD=43.84'(1) N89°07'43"E(R) 5.00'(1) N89°07'43"E(R) 5.00' N00°52'17"W 26.87' N86°41'53"E(R) 5.00' N03°18'07"W 163.61'
N89°07'43"E 910.43'

MOON DREAM WAY

MOON DREAM WAY STAR WATCH DRIVE

ASTRONOMER WAY

MOON DREAM
WAY

ASTRONOMER
WAY

STAR TRAIL
WAY

SANTUCCI BOULEVARD

PLEASANT GROVE BOULEVARD

DAYLIGHT
DRIVE
N00°52'17"W(R) C1C2 S57°52'31"E(R) N52°03'20"E(R)
N00°52'17"W 176.25' N02°46'49"W 54.59' LOT D LOT B N89°07'43"E 1000.00'(1)

BASIS OF BEARINGS
44'
44'
38'
48' 29' 29' 24' 80' 70' 68.24' Curve Table Curve # C1 C2 Radius 31.00' 31.00' Delta 32°59'45" 34°38'34" Length 17.85' 18.74' Chord Bearing N15° 37' 36"E N20° 37' 24"W Chord Length 17.61' 18.46' BOOK OF MAPS, PAGE CITY OF ROSEVILLE PLACER COUNTY CALIFORNIA FINAL MAP OF PARCEL WB-41 SHEET OF 6 18437.PH3.WB41 MAY 2022 WESTBROOK - PHASE 3 SUBDIVISION No. PL21-0161 BEING A SUBDIVISION OF LOT 4 AND A PORTION OF DAYLIGHT DRIVE AS SHOWN ON THAT CERTAIN FINAL MAP ENTITLED "WESTBROOK PHASES 2 & 3 LARGE LOT SUBDIVISION" FILED FOR RECORD ON DECEMBER 8, 2016 IN BOOK DD OF MAPS, AT PAGE 79, PLACER COUNTY RECORDS, AND AMENDED BY CERTIFICATE OF CORRECTION FILED FOR RECORD ON MARCH 21, 2017, AS INSTRUMENT NO. 2017-0020719, OFFICIAL RECORDS OF PLACER COUNTY, WITHIN SECTION 27, TOWNSHIP 11 NORTH, RANGE 5 EAST, MOUNT DIABLO MERIDIAN. 1025 Creekside Ridge Drive, Suite 150, Roseville, CA 95678 (916) 773-1189 ADJACENT PROPERTY RIGHT-OF-WAY EASEMENT/I.O.D. BOUNDARY LOT LINE CENTER LINE REFERENCES: BASIS OF BEARINGS: NOTES: THE BASIS OF BEARINGSFOR THIS MAP IS N89°07'43"EBETWEENTHE FOUND MONUMENTSALONGTHECENTERLINEOFPLEASANTGROVEBOULEVARDASSHOWN ON THATCERTAINFINALMAPENTITLED"WESTBROOK- PHASES2 & 3 - LARGELOT SUBDIVISION"FILEDFORRECORDON DECEMBER8, 2016,IN BOOKDDOFMAPS,AT PAGE 79, PLACER COUNTY RECORDS . DD MAPS 79 (1) DENOTES RECORD INFORMATION LEGEND DIMENSION POINT X SHEET NUMBER (R) RADIAL BEARING CB CHORD BEARING P.U.E. PUBLIC UTILITY EASEMENT SF SQUARE FEET CD CHORD DISTANCE C/L CENTERLINE ACRES (OA) OVERALL AC (1) 1. TOTALAREAOF THISSUBDIVISIONIS 10.123±ACRES,GROSS,CONSISTINGOF 63 RESIDENTIAL LOTS AND 5 LANDSCAPE LOTS. 2. ALL CURVESARE DIMENSIONEDWITHRADIUS,DELTA,ARC LENGTH,CHORD BEARINGAND CHORDLENGTH.DELTA,ARCLENGTHSANDCHORDLENGTHS ANDOTHERDISTANCESMAYCONTAINSOMEROUNDINGERROR.DISTANCES SHOWNHEREONARE IN FEETANDDECIMALSTHEREOFANDARE "GROUND" DISTANCES. 3. A PRELIMINARYGEOTECHNICALENGINEERINGSTUDYFORWESTBROOKPHASE 3 WASPREPAREDBY YOUNGDAHLCONSULTINGGROUP,INC.DATEDOCTOBER 23, 2018, PROJECTNUMBERE14253.017,AND IS ON FILE WITHTHE CITY OF ROSEVILLE (DEVELOPMENT SERVICES FILE NO. 308-894). 4. ALLFRONTCORNERSAREMARKEDBYA 1" BRASSDISCSTAMPED"LS9265"IN THE SIDEWALKON THE EXTENSIONOF SIDE LOT LINES 1.00' FROM THE PROPERTY LINE. 5. ALLREARCORNERSANDANGLEPOINTSWILLBESETWITHA 5/8"REBARAND PLASTICCAP STAMPED"LS 9265". WHEREREARCORNERFALLSWITHINA MASONRYRETAININGWALL,MASONRYSOUNDWALLORCONCRETEFOOTING, A 5/8"REBARWITHPLASTICCAPSTAMPED"LS9265"WILLBESETONTHESIDE LOT LINE AT A 4.00 FOOTOFFSETTO THE REARCORNEROR A BRASSTAG STAMPED"LS9265"WILLBESETWITHEPOXYTOTHEFACEOFWALL2.00FOOT ABOVE GROUNDOR ON TOP OF WALL WHERE THE OFFSETMONUMENT CANNOT BE SET. 6. PROPERTYSUBJECTTO THE TERMSAND PROVISIONSOF THE DOCUMENT TITLED"DECLARATIONOF COVENANTS,CONDITIONSANDRESTRICTIONSFOR WESTBROOK(RESIDENTIALPARCELS)"RECORDEDASDOCUMENT2014-0045131 AND MODIFIED/AMENDED BY DOCUMENT 2016-0031912, DOCUMENT 2017-0034670AND DOCUMENT2017-0034671,OFFICIALRECORDSOF PLACER COUNTY. 7. PURSUANTTO SECTION66499.20.2OF THE GOVERNMENTCODE,THE LANDS SHOWNHEREONINCLUDINGPORTIONSOF DAYLIGHTDRIVE ARE HEREBY MERGEDANDRE-SUBDIVIDEDANDTHEFOLLOWINGEASEMENTS,NOTSHOWN HEREON, ARE HEREBY ABANDONED: 7.1. THE PUBLICUTILITY EASEMENTOVER LOT 4 DEDICATEDWITH THAT CERTAINFINALMAP ENTITLED"WESTBROOK-PHASES2 & 3 LARGELOT SUBDIVISION",FILEDFORRECORDONDECEMBER8, 2016IN BOOKDDOF MAPS, AT PAGE 79, PLACER COUNTY RECORDS. 7.2. THOSEPORTIONSOF DAYLIGHTDRIVEDEDICATEDPERDDMAPS79 NOT SHOWN HEREON. SET COPPERWELDSURVEY MONUMENTWITH CENTERPUNCHINMONUMENTWELLSTAMPED"LS 9265" PER CITY OF ROSEVILLE STANDARDS FOUNDCOPPERWELDSURVEYMONUMENTWITH CENTERPUNCHINMONUMENTWELLSTAMPED"LS 7944" PER (1) 2 34 5 6 L.E. LANDSCAPE EASEMENT RIGHT-OF-WAY (EXISTING) Δ=3°49'40" L=3.47' CB=N64°32'34"W CD=3.47' Δ=32°18'35" L=29.32' CB=N11°24'13"W CD=28.94' Δ=37°55'47" L=34.42' CB=N23°42'59"E CD=33.80' Δ=37°01'57" L=3 .61' CB=N61°1 '51"E CD=3 .03' 6,559 SF 16 2,585 SF LOT E 4,275 SF 10 4,275 SF 11 4,275 SF 12 4,275 SF 13 4,275 SF 14 4,242 SF 15 6,198 SF 174,258 SF 19 4,277 SF 18 1.408±AC LOT A 3,994 SF 53 5,099 SF 52 3,994 SF 57 3,994 SF 56 3,994 SF 55 3,994 SF 54 N89°18'57"W 95.13' N85°14'55"W(R) 86.60' N46°32'55"W 92.63' N00°52'17"W 85.70'
N00°52'17"W 89.65'
N00°52'17"W 95.00'
N00°52'17"W 95.00'
N00°52'17"W 95.00'
N00°52'17"W 95.00'
N00°52'17"W 95.00'
N00°52'17"W 95.00' N44°16'14"E 99.24'
N00°35'16"W 276.23'(OA)
N00°35'16"W 220.00'
N00°52'17"W 88.75'
N00°52'17"W 88.75'
N00°52'17"W 88.75'
N00°52'17"W 88.75'
N00°52'17"W 88.75'
N00°52'17"W 88.75'
N81°24'32"W 60.83' N89°07'43"E 120.00' N79°39'59"E 60.83' N00°41'03"E 68.14'
N00°41'03"E 109.99'
N00°41'03"E 49.80' R=22.00' Δ=88°26'41" L=33.96' CB=N44°54'23"E CD=30.69' R=52.00' Δ=144°55'47" L=131.53' CB=N44°54'23"E CD=9 .17' 45.00' 45.00' 45.00' 45.00' 45.00' 45.00' 58.82' 30.00' 47.56' 51.68'

45.01' 50.75' 53.42'

45.00'

67.37' 45.00' 45.00' 45.00' 45.00' 26.74' 45.00' 35.94' 45.00' 45.00' 45.00' 45.00' 45.00' 59.76' 45.00' 45.00' 45.00' 45.00' 45.00' R=32.00' Δ=28°14'33" L=15.77' CB=S76°45'00"E CD=15.61' R=32.00' Δ=28°14'33" L=15.77' CB=N13°26'14"W CD=15.61' N00°52'17"W(R) N47°19'07"W(R) N10°17'11"W(R)
N23°32'36"E(R) R=50.00' Δ=89°43'0 " L=78.29' CB=N44°16'14"E CD=70.54' 1.16' 21'
21' 21' 21'

12.5' P.U.E.

12.5' P.U.E. 12.5' P.U.E. 12.5' P.U.E. MOON DREAM WAY

MOON DREAM WAY

SANTUCCI BOULEVARD

PLEASANT GROVE BOULEVARD
N89°07'43"E 569.52'(OA)
N89°07'43"E 690.08'(OA)
N89°07'43"E 487.61'(OA)
N89°07'43"E 608.55'(OA)
N89°07'43"E 523.70'(OA)
N87°38'04"E 230.08'(OA)
N89°18'57"W 94.13'
C1 L.E./P.U.E. L.E./P.U.E.
21' 21' 58 49 48 47 51 50 46 45 20 9 Curve Table Curve # C1 Radius 52.00' Delta 33°49'47" Length 30.70' Chord Bearing N83° 22' 17"W Chord Length 30.26' BOOK OF MAPS, PAGE SEE SHEET 2 FOR BASIS OF BEARINGS, NOTES, LEGEND, AND REFERENCES. CITY OF ROSEVILLE PLACER COUNTY CALIFORNIA FINAL MAP OF PARCEL WB-41 SHEET OF 6 18437.PH3.WB41 MAY 2022 WESTBROOK - PHASE 3 SUBDIVISION No. PL21-0161 BEING A SUBDIVISION OF LOT 4 AND A PORTION OF DAYLIGHT DRIVE AS SHOWN ON THAT CERTAIN FINAL MAP ENTITLED "WESTBROOK PHASES 2 & 3 LARGE LOT SUBDIVISION" FILED FOR RECORD ON DECEMBER 8, 2016 IN BOOK DD OF MAPS, AT PAGE 79, PLACER COUNTY RECORDS, AND AMENDED BY CERTIFICATE OF CORRECTION FILED FOR RECORD ON MARCH 21, 2017, AS INSTRUMENT NO. 2017-0020719, OFFICIAL RECORDS OF PLACER COUNTY, WITHIN SECTION 27, TOWNSHIP 11 NORTH, RANGE 5 EAST, MOUNT DIABLO MERIDIAN. 1025 Creekside Ridge Drive, Suite 150, Roseville, CA 95678 (916) 773-1189 3 SEE SHEET 4 SEE SHEET 6
20' x 20' BUS SHELTER EASEMENT PER (1)
N86°18'19"W(R) Δ=1°24'17" L=49.55' CB=N01°04'10"E CD=49.55' Δ=1°16'35" L=45.02' CB=N02°24'36"E CD=45.02' Δ=1°11'51" L=41.36' CB=N01°16'59"E CD=41.36' Δ=1°18'13" L=45.02' CB=N02°32'01"E CD=45.02' 4,120 SF 21 4,207 SF 20 3,990 SF 22 3,885 SF 23 4,358 SF 24 3,994 SF 47 3,994 SF 48 3,994 SF 49 3,994 SF 50 5,347 SF 51 3,994 SF 46 4,427 SF 29 4,427 SF 28 4,427 SF 27 4,427 SF 26 5,741 SF 25 4,427 SF 30 N89°18'57"W 85.61' N89°18'57"W 87.21' N89°18'57"W 90.24' N89°18'57"W 92.70' N89°18'57"W 94.13'
N00°22'01"E 105.29'
N00°22'01"E 105.83' N04°10'33"E 120.42'
N00°52'17"W 88.75'
N00°52'17"W 88.75'
N00°52'17"W 88.75'
N00°52'17"W 88.75'
N00°52'17"W 88.75'
N00°52'17"W 88.75'
N00°52'17"W 95.00'
N00°52'17"W 95.00'
N00°52'17"W 95.00'
N00°52'17"W 95.00'
N00°52'17"W 95.00' R=22.00' Δ=93°23'27" L=35.86' CB=N44°10'33"W CD=32.02' R=1979.00' Δ=3°04'38" L=106.28' CB=N02°13'22"E CD=106.27' R=2021.00' Δ=1°50'08" L=64.75' CB=N01°36'07"E CD=64.74' R=2000.00' Δ=3°04'38" L=107.41' CB=N02°13'22"E CD=107.40' R=22.00' Δ=86°35'44" L=33.25' CB=N45°49'52"E CD=30.17' R=2021.00' Δ=3°23'40" L=119.73' CB=N02°03'51"E CD=119.71' R=1979.00' Δ=2°09'12" L=74.37' CB=N01°27'24"E CD=74.37' R=2000.00' Δ=3°23'40" L=118.48' CB=N02°03'51"E CD=118.47' 40.01' 85.02' 21.00' 21.00' 63.17' 46.60' 46.60' 46.60' 46.60' 46.60'

52.31' 45.00' 7.98'

37.03' 45.01' 45.01' N00°41'03"E 3.64' 40.61' 45.00' 45.00' 45.00' 45.00' 45.00' 38.19' 46.60' 46.60' 46.60' 46.60' 46.60' Δ=0°34'34" L=19.90' CB=N03°28'24"E CD=19.89' Δ=0°42'48" L=25.16' CB=N03°24'17"E CD=25.16' S88°07'06"E(R) S86°48'53"E(R) N86°57'07"W(R)
N88°13'42"W(R)
N89°37'12"W(R)
21'
21' 21' 21'

12.5' P.U.E.

12.5' P.U.E.

ASTRONOMER WAY

STAR TRAIL WAY

SANTUCCI BOULEVARD
N89°07'43"E 569.52'(OA)
N89°07'43"E 910.43'(OA)
N89°07'43"E 617.51'(OA)
N89°07'43"E 528.37'(OA)
N89°07'43"E 516.66'(OA) 59.76' 45.00' 45.00' 45.00' 45.00' 45.00'

MOON DREAM WAY
N00°52'17"W 95.00'
N00°35'16"W 276.23'(OA) 1.408±AC LOT A
C1 C2 L.E./P.U.E.
21' 21' 12.5' P.U.E. 21' 21' N89°37'59"W(R) 58 19 31 45 53 52 54 55 56 57 Curve Table Curve # C1 C2 Radius 2000.00' 2000.00' Delta 3°19'40" 0°03'59" Length 116.17' 2.32' Chord Bearing N02° 01' 51"E N03° 43' 41"E Chord Length 116.15' 2.32' N00°41'03"E 68.14'

67.37' 0.77' R=2021.00' Δ=1°50'08" L=64.75' CB=N01°36'07"E CD=64.74' N00°22'01"E 0.45' Δ=1°24'17" L=49.55' CB=S01°04'10"W CD=49.55' R=2021.00' Δ=3°23'40" L=119.73' CB=S02°03'51"W CD=119.71' BOOK OF MAPS, PAGE SEE SHEET 2 FOR BASIS OF BEARINGS, NOTES, LEGEND, AND REFERENCES. CITY OF ROSEVILLE PLACER COUNTY CALIFORNIA FINAL MAP OF PARCEL WB-41 SHEET OF 6 18437.PH3.WB41 MAY 2022 WESTBROOK - PHASE 3 SUBDIVISION No. PL21-0161 BEING A SUBDIVISION OF LOT 4 AND A PORTION OF DAYLIGHT DRIVE AS SHOWN ON THAT CERTAIN FINAL MAP ENTITLED "WESTBROOK PHASES 2 & 3 LARGE LOT SUBDIVISION" FILED FOR RECORD ON DECEMBER 8, 2016 IN BOOK DD OF MAPS, AT PAGE 79, PLACER COUNTY RECORDS, AND AMENDED BY CERTIFICATE OF CORRECTION FILED FOR RECORD ON MARCH 21, 2017, AS INSTRUMENT NO. 2017-0020719, OFFICIAL RECORDS OF PLACER COUNTY, WITHIN SECTION 27, TOWNSHIP 11 NORTH, RANGE 5 EAST, MOUNT DIABLO MERIDIAN. 1025 Creekside Ridge Drive, Suite 150, Roseville, CA 95678 (916) 773-1189 4 SEE SHEET 3 SEE SHEET 5

MOONDREAM
WAY LOT 51 LOT 52 DETAIL "A" SCALE: 1" = 10' SEE DETAIL A ON THIS SHEET

STAR TRAIL
WAY LOT 24 DETAIL "B" SCALE: 1" = 5' SEE DETAIL B ON THIS SHEET L.E./P.U.E.

27.5' STAR WATCH DRIVE R=32.00' Δ=28°14'33" L=15.77' CB=N76°45'00"W CD=15.61' N89°07'43"E 569.52'(OA) Δ=38°46'07" L=35.19' CB=N75°56'39"E CD=34.52' Δ=37°07'35" L=33.69' CB=N37°59'48"E CD=33.11' Δ=48°32 5' 1" L=44.06' CB=N04°50'24 W" CD=42.75' 5,200 SF 40 3,994 SF 41 3,994 SF 42 3,994 SF 43 3,994 SF 44 3,994 SF 45 5,704 SF 37 4,267 SF 36 4,427 SF 35 4,427 SF 34 4,427 SF 33 4,427 SF 32 4,427 SF 31 1,755 SF LOT C 6,527 SF 398,988 SF 38 N00°52'17"W 88.75'
N00°52'17"W 88.75'
N00°52'17"W 88.75'
N00°52'17"W 88.75'
N00°52'17"W 88.75'
N89°07'43"E 910.43'(OA)
N00°52'17"W 95.00'
N00°52'17"W 95.00'
N00°52'17"W 95.00'
N00°52'17"W 95.00'
N00°52'17"W 95.00'
N00°52'17"W 95.00'
N00°52'17"W 85.30' N33°26'25"W(R) 110.56'
N70°33'59"W(R) 99.62'
N89°07'43"E 81.04' N46°49'33"W 21.56'
N02°46'49"W 159.35'
N03°18'07"W 163.61'
N00°52'17"W 219.50'(OA)
N89°07'43"E 617.51'(OA)
N89°07'43"E 528.37'(OA)
N89°07'43"E 516.66'(OA)
N00°52'17"W 133.50'(OA) R=22.00' Δ=90°00'00" L=34.56' CB=N44°07'43"E CD=31.11' R=52.00' Δ=146°29'06" L=132.95' CB=N4 °07'43"E CD=99.58' 46.60' 46.60' 46.60' 46.60' 46.60' 46.60' 93.13' 57.50' 16.99'

84.43' 74.91' 45.00' 45.00' 45.00' 45.00' 45.00' 37.76'

66.75' 46.60' 46.60' 46.60' 46.60' 46.60' 12.47' Δ=22°02'34" L=20.01' CB=N73°39'00"W CD=19.88' R=22.00' Δ=116°44'19" L=44.82' CB=N30°45'34"E CD=37.46' S05°19'43"W(R)
N89°07'43"E 64.02'
N00°52'17"W(R) 4.00'
N85°39'19"W(R)
N86°41'53"E(R) 5.00' N52°03'20"E(R)
109.75'
21'
21' 21'

12.5' P.U.E.

12.5' P.U.E. 12.5' P.U.E. ASTRONOMER WAY

ASTRONOMER WAY
DAYLIGHT DRIVE 45.00' 45.00' 45.00' 45.00' 45.00' 59.76' N00°52'17"W 88.75'
N02°46'49"W 54.59' N89°07'43"E 165.00' 131.49' 33.51'

39.83' 14.76'

27.5' N00°52'17"W 4.89' C1 C2 C3 C4 C5
21' 21'

MOON DREAM
WAY
N00°52'17"W 313.75'
3,655 SF LOT D L.E./P.U.E. 59.13'
N00°52'17"W

24.00' 4.88' R=32.00' Δ=1°30'14" L=0.84' CB=N28°21'43"W CD=0.84' 58 30 46 59 60 61 57 62 63 LOT B 24' 25.94' LOT A Curve Table Curve # C1 C2 C3 C4 C5 Radius 22.00' 22.00' 31.00' 31.00' 31.00' Delta 31°57'16" 84°47'03" 87°34'10" 52°55'36" 34°38'34" Length 12.27' 32.55' 47.38' 28.64' 18.74' Chord Bearing N11° 37' 57"W N46° 44' 12"E N47° 05' 12"W N64° 24' 28"W N20° 37' 24"W Chord Length 12.11' 29.66' 42.90' 27.63' 18.46' BOOK OF MAPS, PAGE SEE SHEET 2 FOR BASIS OF BEARINGS, NOTES, LEGEND, AND REFERENCES. CITY OF ROSEVILLE PLACER COUNTY CALIFORNIA FINAL MAP OF PARCEL WB-41 SHEET OF 6 18437.PH3.WB41 MAY 2022 WESTBROOK - PHASE 3 SUBDIVISION No. PL21-0161 BEING A SUBDIVISION OF LOT 4 AND A PORTION OF DAYLIGHT DRIVE AS SHOWN ON THAT CERTAIN FINAL MAP ENTITLED "WESTBROOK PHASES 2 & 3 LARGE LOT SUBDIVISION" FILED FOR RECORD ON DECEMBER 8, 2016 IN BOOK DD OF MAPS, AT PAGE 79, PLACER COUNTY RECORDS, AND AMENDED BY CERTIFICATE OF CORRECTION FILED FOR RECORD ON MARCH 21, 2017, AS INSTRUMENT NO. 2017-0020719, OFFICIAL RECORDS OF PLACER COUNTY, WITHIN SECTION 27, TOWNSHIP 11 NORTH, RANGE 5 EAST, MOUNT DIABLO MERIDIAN. 1025 Creekside Ridge Drive, Suite 150, Roseville, CA 95678 (916) 773-1189 5 SEE SHEET 6 SEE SHEET 4
N00°52'17"W

24.00'
N00°52'17"W 176.25'
N89°07'43"E 569.52'(OA)
N02°46'49"W 54.59' Δ=L=383°546'07" CB=N .19' CD=7 3°44.51'12"W 2' Δ=47°26'44" L=43.06' CB=N03°38'54"E CD=41.84' Δ=38°13'41" L=34.69' CB=N39°1 '18"W CD=34.05' 5,411 SF 3 5,972 SF 1 5,810 SF 2 4,275 SF 9 4,115 SF 4 4,275 SF 5 4,275 SF 6 4,275 SF 7 4,275 SF 8 1,703 SF LOT B 3,994 SF 58 3,994 SF 61 3,994 SF 60 3,994 SF 59 5,200 SF 63 3,994 SF 62 N00°52'17"W 95.00'
N00°52'17"W 95.00'
N00°52'17"W 95.00'
N00°52'17"W 95.00'
N00°52'17"W 95.00'
N00°52'17"W 85.30' N31°41'52"E(R) 88.78'
N69°55'32"E(R) 89.90'
N89°07'43"E 78.84'
N06°09'11"W 53.30' N00°52'17"W 36.47' N44°07'43"E 21.21' N48°30'44"W 103.45'
N89°07'43"E 690.08'(OA)
N89°07'43"E 487.61'(OA)
N89°07'43"E 608.55'(OA)
N89°07'43"E 523.70'(OA)
N00°52'17"W 88.75'
N00°52'17"W 88.75'
N00°52'17"W 88.75'
N00°52'17"W 88.75'
N00°52'17"W 88.75'
N87°38'04"E 230.08'(OA) N89°07'43"E 70.46' N86°06'27"W 120.42' N89°07'43"E 150.00' R=22.00' Δ=90°00'00" L=34.56' CB=N45°52'17"W CD=31.11' R=52.0 ' Δ=146°29'06" L=132.95' CB=N45°52'17"W CD=99.58' 20.71' 32.59' 27.25' 76.20' 45.00' 61.27' 45.00' 45.00' 45.00' 45.00' 45.00' 10.87' 45.00' 45.00' 45.00' 45.00' 45.00' 45.00' 45.00' 45.00' 45.00' 45.00' 37.76'

66.75' 45.00' 45.00' 45.00' 45.00' 45.00' 59.76' Δ=22°02'34" L=20.01' CB=N71°54'27"E CD=19.88' R=32.00' Δ=28°14'33" L=15.77' CB=N75°00'27"E CD=15.61' R=22.00' Δ=116°44'19" L=44.82' CB=N32°30'07"W CD=37.46' N07°04'16"W(R)
N89°07'43"E 60.93'
N00°52'17"W(R) 4.00'
S83°54'46"W(R) R=31.00' Δ=90°00'00" L=48.69' CB=N45°52'17"W CD=43.84' N89°07'43"E 5.00' N89°07'43"E 165.00' 131.49' 33.51' N00°52'17"W

26.87'

39.83' 14.76'
N89°07'43"E(R) 5.00' R=32.00' Δ=1°30'14" L=0.84' CB=N26°37'10"E CD=0.84' S57°52'31"E(R) 109.75'
N00°52'17"W 219.50'(OA) 21'
21'
21'

27.5' 27.5'

27.5' 27.5'

12.5' P.U.E.

12.5' P.U.E. 12.5' P.U.E. MOON DREAM WAY STAR WATCH DRIVE

MOON DREAM WAY

PLEASANT GROVE BOULEVARD

DAYLIGHT DRIVE
N00°52'17"W 95.00'
N00°52'17"W 88.75'
N00°52'17"W 133.50'(OA) 1.408±AC LOT A C1 C2 C4 C5 C3 L.E./P.U.E. L.E./P.U.E. 21' 21'
176.25' 176.25'

ASTRONOMER
WAY
N00°52'17"W 313.75' 56.93' 4.00' 46 45 44 43 42 41 40 5710 29' 29' LOT C LOT D Curve Table Curve # C1 C2 C3 C4 C5 Radius 22.00' 22.00' 31.00' 31.00' 31.00' Delta 31°57'16" 84°47'03" 90°00'00" 57°00'15" 32°59'45" Length 12.27' 32.55' 48.69' 30.84' 17.85' Chord Bearing N09° 53' 24"E N48° 28' 45"W N44° 07' 43"E N60° 37' 36"E N15° 37' 36"E Chord Length 12.11' 29.66' 43.84' 29.59' 17.61' BOOK OF MAPS, PAGE SEE SHEET 2 FOR BASIS OF BEARINGS, NOTES, LEGEND, AND REFERENCES. CITY OF ROSEVILLE PLACER COUNTY CALIFORNIA FINAL MAP OF PARCEL WB-41 SHEET OF 6 18437.PH3.WB41 MAY 2022 WESTBROOK - PHASE 3 SUBDIVISION No. PL21-0161 BEING A SUBDIVISION OF LOT 4 AND A PORTION OF DAYLIGHT DRIVE AS SHOWN ON THAT CERTAIN FINAL MAP ENTITLED "WESTBROOK PHASES 2 & 3 LARGE LOT SUBDIVISION" FILED FOR RECORD ON DECEMBER 8, 2016 IN BOOK DD OF MAPS, AT PAGE 79, PLACER COUNTY RECORDS, AND AMENDED BY CERTIFICATE OF CORRECTION FILED FOR RECORD ON MARCH 21, 2017, AS INSTRUMENT NO. 2017-0020719, OFFICIAL RECORDS OF PLACER COUNTY, WITHIN SECTION 27, TOWNSHIP 11 NORTH, RANGE 5 EAST, MOUNT DIABLO MERIDIAN. 1025 Creekside Ridge Drive, Suite 150, Roseville, CA 95678 (916) 773-1189 6 SEE SHEET 5 SEE SHEET 3

NTS
Blvd
Santucci Blvd Placer County Baseline Road PLACER COUNTY SACRAMENTO COUNTY HWY. 65
I-80
Oaks Blvd.

Foothills Blvd. Blvd
Vernon
St.

Atlantic St
Cirby Way
GalleriaBlvd
Riverside
Fiddyment Road
Industrial Blvd
Stanford
Ranch Rd
U. P. R. R.

U. P. R. R.Pleasant
Watt Avenue Blvd.

Woodcreek
Grove
CITY LIMITS, TYP. PFE Road
Cook-Riolo Rd
City of Roseville West Roseville Specific Plan Area
Blvd
City of Roseville Douglas
Roseville
Parkway
Eureka Road
E. Roseville Parkway
Harding Blvd
Sunset Blvd Sierra Vista Specific Plan
Boundary
Cityof Rocklin Placer County
CITY LIMITS, TYP. SITE
Blue Oaks
Westbrook

COUNCIL COMMUNICATION
CC #: 2173
File #: 0704-01 & 0201-01
Title:

Del Stephenson Park Playground Structure Replacement Project - Budget Adjustment
Contact: Tara Gee 916-774-5253 [email protected]
Meeting Date: 7/6/2022
Item #: 7.24.

RECOMMENDATION TO COUNCIL
Staff recommends City Council adopt an ordinance to approve a budget adjustment in the amount of $170,000 to allow for completion of a playground structure replacement.

BACKGROUND
The school-aged playground structure at Del Stephenson Park is more than 20 years old. The playground structure has reached the end of its useful life. Staff recommends approval of a budget adjustment of $170,000 to allow for completion of the playground structure replacement.

FISCAL IMPACT
The recommended budget adjustment increases FY2022-23 expenditures from available resources with an allocation of $170,000 using sinking funds from the Highland Reserve North Community Facilities District (Services District) for Del Stephenson Park. Ongoing maintenance costs are provided for Del Stephenson Park through the Highland Reserve North Community Facilities District (Services District) and is expected to remain unchanged. There will be no General Fund impact.

ENVIRONMENTAL REVIEW
The proposed project involves the replacement of existing playground structure and facilities.

This activity is categorically exempt from CEQA as a Class 2 Exemption (State CEQA Guidelines Section 15302). The Exemption has been prepared and no further CEQA action is required.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Goal A - Remain fiscally responsible in a changing world Goal E - Deliver exceptional city services
Goal F - Invest in well-planned infrastructure and growth Respectfully Submitted,
Tara Gee, Park Planning & Development Superintendent
Jill Geller, Parks, Recreation & Libraries Director
_____________________________
Dominick Casey, City Manager
ATTACHMENTS:

Description
Ordinance 6529
Budget Adjustment
ORDINANCE NO. 6529

ORDINANCE OF THE COUNCIL OF THE CITY OF ROSEVILLE
AUTHORIZING CERTAIN AMENDMENTS TO THE FISCALYEAR 2022-23

BUDGET AND DECLARING THIS ORDINANCE TO BE IMMEDIATELY

EFFECTIVE AS AN APPROPRIATION MEASURE
THE CITY OF ROSEVILLE ORDAINS:

SECTION 1. The City of Roseville Annual Budget, Fiscal Year 2022-23, is hereby amended as listed on the attached budget adjustment for the Del Stephenson Park Playground Structure Replacement project.

SECTION 2. This ordinance is hereby declared to be an appropriation measure, immediately effective pursuant to the provisions of Section 5.03 of the Charter.

SECTION 3. The City Clerk is hereby authorized and directed to post a true copy of the foregoing ordinance in each of three (3) conspicuous locations in the City and she shall immediately after such posting enter in the ordinance book, under the record of the ordinance, a certificate under her hand stating the time and place of such publication by posting.

PASSED AND ADOPTED by the Council of the City ofRoseville, this day of , 2022, by the following vote on roll call:

AYES COUNCILMEMBERS:

NOES COUNCILMEMBERS:

ABSENT COUNCILMEMBERS:

MAYOR
ATTEST:

City Clerk

COUNCIL COMMUNICATION
CC #: 2168
File #: 0704-01 & 0201-01
Title: Erven and Pineschi Park Play Structure Replacement Project – Budget Adjustment Contact: Tara Gee 916-774-5253 [email protected]
Meeting Date: 7/6/2022
Item #: 7.25.

RECOMMENDATION TO COUNCIL
Staff requests that the Council adopt an ordinance to approve a budget adjustment of $230,000 for Erven Park and $270,000 for Pineschi Park to upgrade and replace the play structures at each location.

BACKGROUND
Consistent with the ten-year rehabilitation plan of the Parks, Recreation and Libraries Department, play structures are upgraded and replaced on a consistent cycle to address wear and tear, to ensure overall public safety and to adhere with any new code compliance requirements. Erven and Pineschi Parks are some of the first Community Facilities District parks that will have play structure replacements. These replacements will occur in FY2022-23.

FISCAL IMPACT
If approved, funding is provided through the Highland Reserve North Community Facilities District No. 2 (Services District) sinking funds. There will be no General Fund 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. Approval of a budget adjustment meets the above criteria and is not subject to CEQA. No additional environmental review is required.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Goal A - Remain fiscally responsible in a changing world Goal C - Maintain a safe and healthy community
Goal E - Deliver exceptional city services
Goal F - Invest in well-planned infrastructure and growth Respectfully Submitted,
Tara Gee, Park Planning & Development Superintendent
Jill Geller, Parks, Recreation & Libraries Director
_____________________________
Dominick Casey, City Manager
ATTACHMENTS:

Description
Ordinance 6528
Budget Adjustment
ORDINANCE NO. 6528

ORDINANCE OF THE COUNCIL OF THE CITY OF ROSEVILLE
AUTHORIZING CERTAIN AMENDMENTS TO THE FISCALYEAR 2022-23

BUDGET AND DECLARING THIS ORDINANCE TO BE IMMEDIATELY

EFFECTIVE AS AN APPROPRIATION MEASURE
THE CITY OF ROSEVILLE ORDAINS:

SECTION 1. The City of Roseville Annual Budget, Fiscal Year 2022-23, is hereby amended as listed on the attached budget adjustment for the Erven and Pineschi Park Play Structure Replacement project.

SECTION 2. This ordinance is hereby declared to be an appropriation measure, immediately effective pursuant to the provisions of Section 5.03 of the Charter.

SECTION 3. The City Clerk is hereby authorized and directed to post a true copy of the foregoing ordinance in each of three (3) conspicuous locations in the City and she shall immediately after such posting enter in the ordinance book, under the record of the ordinance, a certificate under her hand stating the time and place of such publication by posting.

PASSED AND ADOPTED by the Council of the City ofRoseville, this day of , 2022, by the following vote on roll call:

AYES COUNCILMEMBERS:

NOES COUNCILMEMBERS:

ABSENT COUNCILMEMBERS:

MAYOR
ATTEST:

City Clerk

COUNCIL COMMUNICATION
CC #: 2163
File #: 0400-04-18-1 & 0400-07
Title: Campus Oaks Town Center Phase 3 - Final Map
Contact: Kerry Andrews 916-774-5346 [email protected] Meeting Date: 7/6/2022
Item #: 7.26.

RECOMMENDATION TO COUNCIL
Staff recommends that the City Council approve the final map on file with the City Clerk and accept, on behalf of the public, the easements offered thereon and approve the abandonment of the easement listed thereon.

BACKGROUND
The Development Services Department, Engineering section, has reviewed the subject final map and found that it is in compliance with the Subdivision Map Act and the City's Subdivision Ordinance and all conditions of the tentative map have been met. This map will create 3 commercial lots.

FISCAL IMPACT
There is no fiscal impact to the City's General Fund associated with this approval.

ENVIRONMENTAL REVIEW
Approval of the Campus Oaks Town Center Phase 3 final map is an action that is subject to California Environmental Quality Act (CEQA). Project level CEQA compliance for the Campus Oaks Town Center Phase 3 final map was accomplished with the preparation of an Addendum to the Hewlett-Packard Master Plan Environmental Impact Report (HPMP EIR) as part of the analysis for the Campus Oaks Master Plan project (Hewlett-Packard Campus Oaks Addendum), which was approved by City Council on August 5, 2015. Because the Campus Oaks Town Center Phase 3 final map is consistent with project evaluated in the Hewlett-Packard Campus Oaks Addendum, no new effects would be expected to occur and all applicable mitigation measures identified in the Addendum to the HPMP will be implemented. As such, no additional CEQA action is required at this time.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Goal F - Invest in well-planned infrastructure and growth Respectfully Submitted,
Kerry Andrews, Assistant Engineer
Mike Isom, Development Services Director
_____________________________
Dominick Casey, City Manager
ATTACHMENTS:

Description
Final Map
Vicinity Map
____________________________________ MICHAEL J. CHIARA, P.L.S. 9058 ________________________________ CITY CLERK, CITY OF ROSEVILLE ACCEPTED FOR RECORD AND FILED IN THE OFFICE OF THE RECORDER OF PLACER COUNTY, STATE OF CALIFORNIA, AT ______ MINUTES AFTER ______ O'CLOCK ON THE DAY OF _______________________, 2022, AND RECORDED IN BOOK ____ OF COUNTY RECORDER OF PLACER COUNTY DEPUTY FEE: _______________ BY: ______________________________________________ FILE NO. _______________ _______________________________________ I HEREBY STATE THAT I HAVE EXAMINED THIS FINAL MAP OF "CAMPUS OAKS TOWN CENTER PHASE 3" AND FIND IT TO BE SUBSTANTIALLY THE SAME AS THE TENTATIVE MAP ON FILE AND ANY APPROVED ALTERATIONS THEREOF; THAT ALL PROVISIONS OF THE SUBDIVISION MAP ACT AND ALL APPLICABLE CITY ORDINANCES HAVE BEEN COMPLIED WITH. ____________________________________ DATE SURVEYOR'S STATEMENT CITY ENGINEER'S STATEMENT CITY CLERK'S STATEMENT RECORDER'S STATEMENT OWNER'S STATEMENT DATED ___________________ _______________________________________ ASSISTANT CITY CLERK THIS FINAL MAP OF "CAMPUS OAKS TOWN CENTER PHASE 2" WAS PREPARED BY ME OR UNDER MY DIRECTION AND IS BASED UPON A FIELD SURVEY IN CONFORMANCE WITH THE REQUIREMENTS OF THE SUBDIVISION MAP ACT AND LOCAL ORDINANCES AT THE REQUEST OF BBC ROSEVILLE OAKS, IN MARCH, 2021. I HEREBY STATE THAT THIS FINAL MAP OF "CAMPUS OAKS TOWN CENTER PHASE 3" SUBSTANTIALLY CONFORMS TO THE APPROVED OR CONDITIONALLY APPROVED TENTATIVE MAP, AND THAT ALL THE MONUMENTS ARE OF THE CHARACTER AND OCCUPY THE POSITIONS INDICATED, OR THAT THEY WILL BE SET IN THOSE POSITIONS ON OR BEFORE DECEMBER 31, 2023 AND THAT THE MONUMENTS ARE, OR WILL BE, SUFFICIENT TO ENABLE THE SURVEY TO BE RETRACED. I HEREBY STATE THAT THE CITY COUNCIL, CITY OF ROSEVILLE, HAS APPROVED THIS FINAL MAP OF "CAMPUS OAKS TOWN CENTER PHASE 3" AND HAS ACCEPTED, ON BEHALF OF THE PUBLIC, THE EASEMENTS OFFERED HEREON FOR DEDICATION, AND HAS APPROVED THE ABANDONMENT OF THE EASEMENT LISTED HEREON, WITHIN NOTE 4 ON SHEET 2. DATED ___________________ ________________________________________ MARC STOUT, R.C.E. 69879 CITY ENGINEER, CITY OF ROSEVILLE LICENSE EXPIRATION DATE: 9/30/2022 I HEREBY STATE THAT I AM SATISFIED THIS FINAL MAP OF "CAMPUS OAKS TOWN CENTER PHASE 3" IS TECHNICALLY CORRECT. DATED ___________________ ________________________________________ TIMOTHY G. BLAIR, P.L.S. 8278 EXPIRATION DATE: 12/31/2023 FOR MARC STOUT, CITY ENGINEER, CITY OF ROSEVILLE NOTARY'S STATEMENT MAPS, AT PAGE ____, AT THE REQUEST OF MORTON & PITALO, INC. A NOTARY PUBLIC OR OTHER OFFICER COMPLETING THIS CERTIFICATE VERIFIES ONLY THE IDENTITY OF THE INDIVIDUAL WHO SIGNED THE DOCUMENT TO WHICH THIS CERTIFICATE IS ATTACHED, AND NOT THE TRUTHFULNESS, ACCURACY, OR VALIDITY OF THAT DOCUMENT. STATE OF _____________________ COUNTY OF ___________________ ON __________________, BEFORE ME, __________________________________,A NOTARY PUBLIC PERSONALLY APPEARED____________________________________________________ WHO PROVED TO ME ON THE BASIS OF SATISFACTORY EVIDENCE TO BE THE PERSON(S) WHOSE NAME(S) IS/ARE SUBSCRIBED TO THE WITHIN INSTRUMENT AND ACKNOWLEDGED TO ME THAT HE/SHE/THEY EXECUTED THE SAME IN HIS/HER/THEIR AUTHORIZED CAPACITY(IES), AND THAT BY HIS/HER/THEIR SIGNATURE(S) ON THE INSTRUMENT THE PERSON(S), OR THE ENTITY UPON BEHALF OF WHICH THE PERSON(S) ACTED, EXECUTED THE INSTRUMENT. I CERTIFY UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING PARAGRAPH IS TRUE AND CORRECT. WITNESS MY HAND AND OFFICIAL SEAL _________________________________________________ NOTARY PUBLIC, STATE OF__________________________ PRINT NAME ______________________________________ MY PRINCIPAL PLACE OF BUSINESS IS ______________________ COUNTY MY COMMISSION NO. ________________________________________ MY COMMISSION EXPIRES ____________________________________ MORTON & PITALO, INC. CITY OF ROSEVILLE, PLACER COUNTY, CALIFORNIA BEING A SUBDIVISION OF LOT 4, JULY 2022 DD MAPS 47, PLACER COUNTY RECORDS SUBDIVISION NO. PL 18-0080 SITUATE IN SECTION 20, T.11N., R.6E., M.D.M. FINAL MAP CAMPUS OAKS TOWN CENTER THE UNDERSIGNED HEREBY CERTIFY THAT THEY ARE THE ONLY PERSONS HAVING ANY RECORD TITLE INTEREST IN THE REAL PROPERTY INCLUDED WITHIN THE SUBDIVISION SHOWN UPON THIS FINAL MAP OF "CAMPUS OAKS TOWN CENTER PHASE 3" AND DO HEREBY CONSENT TO THE PREPARATION AND RECORDATION OF THIS FINAL MAP, AND DO HEREBY OFFER FOR DEDICATION THE FOLLOWING: THE REAL PROPERTY DESCRIBED BELOW IS DEDICATED AS AN EASEMENT FOR PUBLIC PURPOSES: (A) PUBLIC EASEMENTS FOR THE INSTALLATION AND MAINTENANCE OF SEWER PIPES, TOGETHER WITH ANY AND ALL APPURTENANCES PERTAINING THERETO, ON, OVER, UNDER AND ACROSS THOSE STRIPS OF LAND SHOWN HEREON AND DESIGNATED "SEWER EASEMENT". (B) PUBLIC EASEMENT FOR THE INSTALLATION AND MAINTENANCE OF A RECYCLED WATER LINE AND APPURTENANCE PERTAINING THERETO ON, OVER, UNDER AND ACROSS THE 15 FOOT WIDE STRIP OF LAND SHOWN HEREON AND DESIGNATED "RECYCLED WATER EASEMENT". TITLE _______________________ PRINT NAME __________________ BBC ROSEVILLE OAKS, LLC, AN ILLINOIS LIMITED LIABILITY COMPANY _____________________________ PHASE 3 LARGE LOT FINAL MAP CAMPUS OAKS Dwg: Y:\2017\17-0015-00 (ARMSTRONG CAMPUS OAKS)\DWG\SRVY\WORKING\FINAL MAP - PHASE 3\170015-S3-FM01.DWG | Saved: 06-07-22 03:38pm MCHIARA MORTON & PITALO, INC.

CITY OF ROSEVILLE, PLACER COUNTY, CALIFORNIA
BEING A SUBDIVISION OF LOT 4,
JULY 2022 SCALE: 1"=60'
DD MAPS 47, PLACER COUNTY RECORDS
SUBDIVISION NO. PL 18-0080
SITUATE IN SECTION 20, T.11N., R.6E., M.D.M.

CAMPUS OAKS TOWN CENTER
P.U.E. ......PUBLIC UTILITY EASEMENT
.............DIMENSION POINT,
.............FOUND BRASS DISC STAMPED "L.S. 4751"
.............SET 1" GALVANIZED PIPE
NOTES
LEGEND
.............FOUND STANDARD CITY MONUMENT IN WELL

NOTHING FOUND OR SET
TAGGED "L.S. 9058"
P.E. ..........PUBLIC PEDESTRIAN EASEMENT
STAMPED "L.S. 4751"
.............FOUND 3/4" REBAR WITH COPPER COLLAR
STAMPED "L.S. 4751"
.............SET 1" BRASS DISC
STAMPED "L.S. 9058"
(1).............RECORD DATA PER DD MAPS 47

GRAPHIC SCALE
1 in = 60 ft
60' 30' 0' 60' 120'
PHASE 3

FINAL MAP
THE MERIDIAN OF THIS SURVEY IS N89°21'03"E BETWEEN FOUND MONUMENTS

ALONG THE CENTERLINE OF BLUE OAKS BOULEVARD, AS SAID MONUMENTS ARE SHOWN AND SO DESIGNATED ON THAT CERTAIN PARCEL MAP ENTITLED, "CAMPUS OAKS TOWN CENTER" FILED IN BOOK 36 OF PARCEL MAPS, PAGE 21, PLACER COUNTY RECORDS.

1. TOTAL AREA OF THIS SUBDIVISION IS 6.165 ACRES, CREATING 3 COMMERCIAL LOTS. BASIS OF BEARINGS

2. A SOILS REPORT PREPARED BY ENGEO, PROJECT NO. 11216.004.001 DATED MAY 3, 2018 AND UPDATED JANUARY 29, 2020 IS ON FILE WITH THE CITY OF ROSEVILLE DEVEOPMENT SERVICES - ENGINEERING DEPARTMENT, FILE NO. 308-918.

3. A DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR THIS SUBDIVISION HAS BEEN RECORDED AS DOCUMENT NO. 2021-0151867 & DOCUMENT NO. 2022-0044786.

4. PURSUANT TO SECTION 66434(G) OF THE GOVERNMENT CODE, THE LAND SHOWN HEREON IS HEREBY MERGED AND RESUBDIVIDED AND THE FOLLOWING EASEMENTS ARE HEREBY ABANDONED:
(A) ALL THAT PORTION OF THE 30' RECYCLED WATER EASEMENT, AS SAID EASEMENT IS DESCRIBED IN THAT CERTAIN DOCUMENT RECORDED AS INSTRUMENT NO. 2001-0099497, PLACER COUNTY OFFICIAL RECORDS, LYING WITHIN THE NUMBERED LOTS SHOWN HEREON.
(2).............RECORD DATA PER 23 R.S. 160

1.800 ACRES

1.000 ACRES

3.364 ACRES
N00°40'32"W(1)(2) 1067.90'(1)(2)
N11°08'07"E(R)

24.00' (TIE)
N78°51'53"W(1)(2) 214.87'(TIE)
R=1000'(1)(2) Δ=7°04'56"(1)(2)
L=123.61'(1)(2) N82°24'21"W(1)(2)
123.53'(1)(2)
R=3000'(1)(2)(3) Δ=9°55'49"(1)(2)(3) L=519.95'(1)(2)(3) N04°17'23"E(1)(2)(3) 519.30'(1)(2)(3)

90.38'(1)(2) 512.29'(1)(2)
N89°21'03"E(3) (N89°21'09"E)(2) 1409.62'
N00°38'57"W

90.25'
N89°19'28"E(1)(2) 239.90'(1)(2) N89°19'28"E(1)(2)

52.63'(1)(2)
R=50'(1)(2) N00°40'32"W 258.79'(1)(2) 75.00'(2)

30.97'

41.77' 10.80'

33.24'
N00°40'32"W(2)

2.85'(2)
R=3040.50'(1)(2)
Δ=1°42'33"(2) L=90.70'(2)
N00°10'45"E(2) 90.70'(2)

72.97'(2)
N11°07'34"E(1)(2) 225.62'(2)
R=150'(1)(2)
Δ=36°53'28"(1)(2) L=96.58'(1)(2)
N11°48'56"W(1)(2) 94.92'(1)(2)
R=100'(1)(2)
Δ=41°21'47"(1)(2) L=72.19'(1)(2)
N58°10'59"W(1)(2) 70.63'(1)(2)

51.96'(1)(2) N78°51'53"W(2)
N87°00'01"W(1)(2)

35.33'(1)(2)
N78°51'53"W(1) 133.36'(1)(2)
268.54'(TIE)
317.73'
176.45' 573.72' N89°19'28"E 251.22' 109.28' N89°19'28"E 245.70' 136.42' N00°40'24"W 166.83'

10.79'
101.48' 54.56' N89°19'28"E 135.98' C 15' SEWER EASEMENT L 234.84'(TIE) 23.95'(TIE) 258.79'

49.19'(TIE)
20' P.U.E. & P.E.

PER DD MAPS 47
15' RECYCLED WATER EASEMENT 8' P.U.E. PER
15 P.M. 139
25' P.U.E. PER
34 P.M. 73
25' P.U.E. & P.E.

PER DD MAPS 47
20' P.U.E. & P.E.

PER DD MAPS 47
N00°40'32"W(1)(2)(3) 602.67'(1)(2)(3) 45.5' 40.5'

22.5'
19'
24'
Δ=30°57'57"(1)(2) L=27.02'(1)(2)
N14°48'26"E(1)(2) 26.69'(1)(2)
N02°58'15"W(2) N02°22'46"E(2) 150.19'(2) N04°34'28"W(2) 292.57' 1117.05'(3) BASIS OF BEARINGS (3).............RECORD DATA PER 36 P.M. 21
R=82'

FOUND MONUMENT IS BENT
BEARS N49°27'57"E 0.21'

FROM RECORD LOCATION
LARGE LOT FINAL MAP CAMPUS OAKS N89°12'45"E 247.03' 50' P.E. PER DD MAPS 47

7.5' 7.5'

7.5' 7.5'
134.91' 15.28'
Dwg: Y:\2017\17-0015-00 (ARMSTRONG CAMPUS OAKS)\DWG\SRVY\WORKING\FINAL MAP - PHASE 3\170015-S3-FM02.DWG | Saved: 06-07-22 03:37pm MCHIARA Campus Oaks Town Center
Phase 3
Final Map Area Exhibit
1000 ft
N
➤

COUNCIL COMMUNICATION
CC #: 2198
File #: 0103 & 0103-07-02 & 0103-34-02 & 0103-44-02
Title: Board and Commissions Bi-Annual Vacancies
Contact: Katrina Six 916-774-5267 [email protected] Meeting Date: 7/6/2022
Item #: 8.1.

RECOMMENDATION TO COUNCIL
Recommend Council appoint Eric Avery and Matthew Van Leeuwen to the Economic Development Advisory Committee to terms expiring June 30, 2024.

Appoint two (2) individuals to the Grants Advisory Commission to terms expiring June 30, 2026 from the applications received from: Nina Acosta, Ed Kriz, Casey Mills, and John Vertido.

Appoint three (3) individuals to the Planning Commission to terms expiring June 30, 2026 from the applications received from: Erich Brashears, Nancy Glensor, Rob Jensen, and Andrae Randolph.

BACKGROUND
Appointments to the Economic Development Advisory Committee, Grants Advisory Commission, and Planning Commission are due to be made as part of the bi-annual recruitment process.

Recruitment for all vacancies occurred in May 2022, video interviews of the applicants were conducted by the City Clerk Department, and the City Attorney’s Office reviewed the Statements of Economic Interest (Form 700) for potential conflicts of interest. The application, video interviews, and confidential attorney review are compiled and provided to the City Council for consideration. Only two applications were received for the Economic Development Advisory Committee and as such, the appointment of the two candidates is recommended.

FISCAL IMPACT
Not applicable.

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 meets the above criteria and is not subject to CEQA. No additional environmental review is required.

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 #: 2187
File #: 0400-04
Title: Housing Element Implementation - Land Use Policy Contact: Lauren Hocker 916-774-5272 [email protected] Meeting Date: 7/6/2022
Item #: 9.1.

RECOMMENDATION TO COUNCIL
At the May 12, 2022 Planning Commission hearing, the Planning Commission recommended the City Council adopt a resolution approving the policy document “Guidelines for Specific Plan Amendments Affecting or Proposing Residential Land Use.”

BACKGROUND
Background
The City adopted an updated 2021 Housing Element on August 18, 2021, which is effective for the eight-year period of 2021 to 2029. The foundation of the Housing Element is the Regional Housing Needs Allocation (RHNA), which begins with a determination of housing need issued by the California Department of Housing and Community Development (HCD). The Sacramento Area Council of Governments (SACOG) is then required to prepare and adopt a methodology for allocating the regional RHNA to each member jurisdiction. Roseville’s RHNA is 12,066 total units, of which 6,178 are required to be low, very low, or extremely low income (collectively called “lower income”).

The 2021 Housing Element included an adequate sites inventory to document the City’s existing housing capacity at each income level. The analysis concluded that the City had a 1,791-unit deficit of lower income housing capacity. The Housing Element was required by law to include a “rezone program” to make up this shortfall in lower income units. Housing Element Program 14 is the Rezone Program for Adequate Sites, and includes four strategies which have the potential to add 2,086 units of lower income capacity. The proposed project implements strategy four, “Vacant Sites – Residential Intensification.” A draft of the proposed policy (see Attachment 1) was included within the 2021 Housing Element. This draft language has been modified to reflect input received during the public outreach process, resulting in the currently proposed policy language included as Exhibit A.

The City’s approach to the Rezone Program is multifaceted, to ensure no one area or sector of the community bears the entire burden of addressing the deficit. For reference, below is a summary of the status of the other three Rezone Program strategies.

Strategy 1, Commercial Corridors – The rezone program anticipated a yield of 400 units from this strategy, but as part of working on the project the potential yield has been increased to 850 units. This is in part due to serious interest from a property owner; this documented interest will provide the evidence the City needs to justify the increased units to HCD.

The City launched this project in the spring of last year, and maintains a project website at www.roseville.ca.us/corridorplans. Draft land use maps, zoning maps, and permitted use changes were published for review in December 2021 and a virtual public outreach meeting was held on February 10, 2022. The outreach meeting included discussion of land use and streetscape improvement concepts. An online design guidelines survey was published on April 25, 2022. Letters to property owners informing them of proposed land use and zone district changes were mailed the first week of May 2022. Staff anticipates publishing drafts of the Specific Plans in July 2022 and bringing the project to City Council for adoption in November 2022.

Strategy 2, Infill Intensification – This strategy has the lowest yield of only 186 units, because the strategy was required to include a realistic capacity analysis for each site identified, and many sites couldn’t be counted. The strategy analysis notes a maximum potential yield of 832 units, but this presumes enough market pressure to fully redevelop all of the identified sites.

The project would amend the land use and zoning designation of properties in the City’s Infill area to increase the development potential of those properties. Targeted properties are those which already have a multifamily zoning designation, a Medium Density Residential land use designation, or High Density Residential land use designation.

Because these properties are older, they often have conflicting zoning and land use, and also have a land use density limitation reflective of the built conditions (e.g. HDR 13.6) rather than potential or capacity-based conditions. These conditions artificially limit development because a General Plan Amendment would be required to add any units.

The City plans to begin this project in 2023, after completion of the Commercial Corridors project.

Strategy 3, Opportunity Sites – These are vacant sites which have the potential to be converted from a non-residential land use to High Density Residential land uses. The rezone program anticipates a yield of 600 units from this strategy. The City has historically been opposed to converting non-residential land to residential uses. However, in light of the need for more lower-income housing, the City has been working with property owners on non-residential conversion projects which commit to providing significant deed-restricted affordable housing. The City has received one application and is working with other property owners on potential applications.

Evaluation
The proposed policy applies to conversions of non-residential land to residential uses and to residential Specific Plan Amendments of 10 or more acres. An applicant of a Specific Plan Amendment subject to the policy must also include any High Density Residential land within the Specific Plan owned or controlled by the applicant. The density of the High Density Residential property must be increased, according to one of two tiers:

HDR-13 to HDR-22: These properties must be increased to at least HDR-25.

HDR-23 to HDR-29: These properties must be increased by 10% or to at least HDR-30.

The purpose of a tiered approach is to fairly allocate the increases. High Density Residential sites at lower starting densities are not required to add substantially more units than sites with higher starting densities. The tiers were defined based on the requirements of Housing Element law, which establishes that properties with densities of 25 units per acre automatically qualify as lower income housing sites (this is called the “default density”). Both tiers will result in achievement of the default density: any site at densities of 22 units per acre and below must be increased to 25 units per acre, and a 10% increase in density of a site at 23 units per acre results in a density of 25 units per acre. No site is required by the policy to be increased beyond a density of HDR-30.

This policy, combined with the other three strategies, has been designed to increase the City’s lower income unit capacity and meet its RHNA obligations. Unit yields were conservatively estimated for each strategy. Other strategies could be more effective than anticipated; the Commercial Corridors strategy is already anticipated to yield 450 more units than originally anticipated. To reflect this possibility, the policy language states that the policy does not apply if the City has sufficient lower income unit capacity. This ensures the policy only applies when necessary.

Planning Commission Hearing
The proposed land use policy included as "Exhibit A" was considered by the Planning Commission on May 12, 2022. No public comments were received. A Planning Commissioner expressed some concern about whether higher densities could feasibly be built, and asked for additional information about whether the Building Industry Association (BIA) was likewise concerned. Staff responded that the BIA did share that concern and were not supportive of the policy, but also chose not to oppose the policy due to recognition that the policy was a necessary implementation of the Housing Element.

Public Outreach
Significant public outreach was undertaken on the draft policy language as part of adoption of the 2021 Housing Element, including meetings with the BIA and publication of three drafts of the Housing Element (December 2020, May 2021, and July 2021). Development of this final draft of the policy was completed with the input of major landholders who would be affected by the proposed policy, other stakeholders, and the BIA. Coordination activities included phone calls, emails, and an in-person meeting with the BIA. Various revisions to the policy were made in response to this feedback, including:

Density increases pursuant to the policy do not trigger new or increased population-based requirements, such as park acreage dedication.

The policy does not apply if the City has a sufficient supply of lower income unit capacity.

The policy does not apply to any application submitted prior to adoption of the policy.

The policy does not apply to High Density Residential land outside of the Specific Plan being amended.

FISCAL IMPACT
Adoption of the policy will have no negative impacts on the City's General Fund.

ENVIRONMENTAL REVIEW
The project is a policy and procedure-making activity, 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)). In addition, this project implements the City’s adopted Housing Element, which considered the environmental impacts of the Rezone Program within an Addendum (considered on August 18, 2021) to the 2035 General Plan Environmental Impact Report (certified on August 5, 2020. The Addendum is available online at www.roseville.ca.us/housingelement.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Goal F - Invest in well-planned infrastructure and growth The implementation of the Housing Element Rezone Program elements supports the City's Strategic Plan goal to invest in well-planned infrastructure and growth because it ensures the City remains in compliance with state housing law and can maintain local land use control.

Respectfully Submitted,
Lauren Hocker, Senior Planner
Mike Isom, Development Services Director
_____________________________
Dominick Casey, City Manager
ATTACHMENTS:

Description
Resolution 22-257
Exhibit A Land Use Policy
Attachment 1 Housing Element policy draft
Attachment 2 Planning Commission Staff Report
RESOLUTION NO. 22-257

ADOPTING THE GUIDELINES FOR SPECIFIC PLAN AMENDMENTS AFFECTING OR

PROPOSING RESIDENTIAL LAND USE POLICY
WHEREAS, on August 18, 2021, the City Council approved the General Plan’s Housing Element update, which was an eight-year document (2021-2029); and WHEREAS, the Housing Element was required by law to include a “Rezone Program” to make up a shortfall in lower income units; and
WHEREAS, the City’s approach to the Rezone Program is multifaceted, to ensure no one area or sector of the community bears the entire burden of addressing the deficit; and WHEREAS, the proposed policy applies to conversions of non-residential land to residential uses and to residential Specific Plan Amendments of 10 or more acres; and WHEREAS, in order to fairly allocate the increases, an applicant of a Specific Plan Amendment subject to the policy must also include any High Density Residential land within the Specific Plan owned or controlled by the applicant; and WHEREAS, the City Council has reviewed the proposed Guidelines for Specific Plan Amendments Affecting or Proposing Residential Land Use Policy.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Roseville hereby approves the Guidelines for Specific Plan Amendments Affecting or Proposing Residential Land Use Policy.

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
Guidelines for Specific Plan Amendments Affecting or Proposing Residential Land Use May 12, 2022
Intent
In response to the statewide housing crisis and to ensure the City fulfills its obligation to provide sufficient high density housing the City has developed the Specific Plan Amendment Policy. The intent of the policy is to articulate the City’s expectations for Specific Plan Amendment proposals affecting or proposing residential land uses. The Policy is not intended to be inclusive of all City development requirements, but supplements those requirements. The purpose of the policy is to increase the citywide unit capacity of High Density Residential land, to achieve and maintain the City’s lower income RHNA obligation.

Applicability
The policy does not apply to any project submitted prior to adoption of the policy. The policy applies to a Specific Plan Amendment project meeting one or more of the following criteria:
• The project would amend 10 or more acres of land currently designated for residential uses (i.e. Low Density Residential, including age-restricted; Medium Density Residential, or High Density Residential). The policy does not apply if the project will result in a net increase of 150 units of High Density Residential units within the Specific Plan at minimum densities of 30 units per acre (HDR-30) or 150 units of housing affordable to low, very low, or extremely low income households.
• The project would amend land currently designated for non-residential uses to residential uses. The policy does not apply if at least five acres of non-residential land will be amended to High Density Residential at a minimum density of 30 units per acre (HDR-30) or includes a minimum of 150 units of housing affordable to low, very low, or extremely low income households. This policy does not apply to land with a Public/Quasi Public land use designation.

Policy
At the time of application, if the City does not have sufficient lower income units to meet its RHNA obligation or has a 5% surplus of lower income units or less, this policy applies. The property owner(s) (Owner) of a Specific Plan Amendment application subject to this policy (Project) shall be required to include an application to:
• Amend to at least HDR-25 or greater any land owned or controlled by the Owner within the Specific Plan being amended which has a land use designation of between HDR-13 and HDR-22 (using standard rounding) at the time of Project application.
• To increase allocated units by 10% or amend to at least HDR-30 or greater any land owned or controlled by the Owner within the Specific Plan being amended which has a land use designation of between HDR-23 and HDR-29 (using standard rounding) at the time of Project application. In no case shall an Owner be required to increase density beyond HDR-30.

The application may be included as part of the Project or may be a separate application, but shall be approved prior to or concurrently with the Project. This policy does not apply to HDR land which has already been developed and has zero remaining allocated, undeveloped units, or to HDR land for which an active building permit has been submitted.

Density increases pursuant to this policy do not trigger new or increased parkland dedication requirements or any other population-based requirement.

CC Exhibit A
VACANT SITES – RESIDENTIAL INTENSIFICATION
The western areas of the City include multiple vacant sites with High Density Residential land uses at densities below 25 units per acre. Increasing the land use density of these sites to 25–30 units per acre would yield additional units. This strategy proposes that the City would develop and adopt a Land Use Amendment Policy requiring Specific Plan Amendment projects involving land use changes to also amend the land use of High Density Residential sites the applicant/property owner controls to between 25 and 30 units to the acre. A proposed draft of the policy is included below:

Intent
In response to the statewide housing crisis and to ensure the City fulfills its obligation to provide sufficient high density housing the City has developed the Specific Plan Amendment Policy. The intent of the policy is to articulate the City’s expectations for Specific Plan Amendment proposals affecting or proposing residential land uses. The Policy is not intended to be inclusive of all City development requirements, but supplements those requirements. The purpose of the policy is to increase the Citywide unit capacity of High Density Residential at densities of 25 units per acre or greater.

Applicability
The policy applies to a Specific Plan Amendment project meeting one or more of the following criteria:
 The project would amend 10 or more acres of land currently designated for residential uses (i.e. Low Density Residential, including age-restricted; Medium Density Residential, or High Density Residential). If the project will result in a net increase of 150 units of High Density Residential units within the Specific Plan at minimum densities of 30 units per acre (HDR-30), the policy does not apply.  The project would amend land currently designated for non-residential uses to residential uses. If a minimum of five acres of non-residential land will be amended to High Density Residential at a minimum density of 30 units per acre (HDR-30), the policy does not apply. This policy does not apply to land with a Public/Quasi Public land use designation.

Policy
If the City currently does not have sufficient lower income units to meet its RHNA obligation or has a 5% surplus of lower income units or less, this policy applies. The property owner(s) (Owner) of a Specific Plan Amendment application subject to this policy (Project) shall be required to include an application to amend to HDR-25 or greater any land owned or controlled by the Owner within the City which has a land use designation of between HDR-13 and HDR-24 (using standard rounding) at the time of Project application, and to amend to HDR-30 or greater any land owned or controlled by the Owner within the City which has a land use designation of between HDR-25 and HDR-29 (using standard rounding) at the time of Project application. The application may be included as part of the Project or may be a separate application, but shall be approved prior to or concurrently with the Project. This policy does not apply to HDR land which has already been developed and has zero remaining allocated, undeveloped units.

CC Attachment 1
Planning Division Staff Report
Planning Commission Meeting May 12, 2022
Prepared by: Lauren Hocker, Senior Planner
ITEM 6.4: RESOLUTION – CITYWIDE – HOUSING ELEMENT IMPLEMENTATION – LAND USE POLICY – PL22-0037

REQUEST
The request is a policy entitled “Guidelines for Specific Plan Amendments Affecting or Proposing Residential Land Use.” The proposed policy implements General Plan Housing Element Program 14 (Rezone Program for Adequate Sites), the Vacant Sites – Residential Intensification strategy. The policy would require Specific Plan Amendments of a certain size to also increase the density of any High Density Residential land which is within the Specific Plan and is owned or controlled by the applicant/owner. The purpose of the policy is to increase the citywide unit capacity of High Density Residential land, for the purpose of achieving and maintaining the City’s lower income Regional Housing Needs Allocation (RHNA) obligation.

Applicant/Owner – City of Roseville

SUMMARY RECOMMENDATION
The Planning Division recommends the Planning Commission take the following actions:

1. Recommend City Council adopt a Resolution approving the policy document “Guidelines for Specific Plan Amendments Affecting or Proposing Residential Land Use.”

SUMMARY OF OUTSTANDING ISSUES
There are no outstanding issues associated with this request.

BACKGROUND
The City adopted an updated 2021 Housing Element on August 18, 2021, which is effective for the eightyear period of 2021 to 2029. The foundation of the Housing Element is the Regional Housing Needs Allocation (RHNA), which begins with a determination of housing need issued by the California Department of Housing and Community Development (HCD). The Sacramento Area Council of Governments (SACOG) is then required to prepare and adopt a methodology for allocating the regional RHNA to each member jurisdiction. Roseville’s RHNA is 12,066 total units, of which 6,178 are required to be low, very low, or extremely low income (collectively called “lower income”).

The 2021 Housing Element included an adequate sites inventory to document the City’s existing housing capacity at each income level. The analysis concluded that the City had a 1,791-unit deficit of lower income housing capacity. The Housing Element was required by law to include a “rezone program” to make up this shortfall in lower income units. Housing Element Program 14 is the Rezone Program for Adequate Sites, and includes four strategies which have the potential to add 2,086 units of lower income capacity. The proposed project implements strategy four, “Vacant Sites – Residential Intensification.” A draft of the proposed policy (see Attachment 1) was included within the 2021 Housing Element. This draft language has been modified to reflect input received during the public outreach process, resulting in the currently proposed policy language included as Exhibit A.

The City’s approach to the Rezone Program is multifaceted, to ensure no one area or sector of the community bears the entire burden of addressing the deficit. For reference, below is a summary of the status of the other three Rezone Program strategies.

CC Attachment 2
Housing Element Implementation – Land Use Policy, Citywide; PL22-0037 Planning Commission – May 12, 2022 – Page 2 of 4
• Strategy 1, Commercial Corridors – The rezone program anticipated a yield of 400 units from this strategy, but as part of working on the project the potential yield has been increased to 850 units. This is in part due to serious interest from a property owner; this documented interest will provide the evidence the City needs to justify the increased units to HCD.

The City launched this project in the spring of last year, and maintains a project website at www.roseville.ca.us/corridorplans. Draft land use maps, zoning maps, and permitted use changes were published for review in December 2021 and a virtual public outreach meeting was held on February 10, 2022. The outreach meeting included discussion of land use and streetscape improvement concepts. An online design guidelines survey was published on April 25, 2022. Letters to property owners informing them of proposed land use and zone district changes were mailed the first week of May 2022. Staff anticipates publishing drafts of the Specific Plans in July 2022 and bringing the project to City Council for adoption in November 2022. • Strategy 2, Infill Intensification – This strategy has the lowest yield of only 186 units, because the strategy was required to include a realistic capacity analysis for each site identified, and many sites couldn’t be counted. The strategy analysis notes a maximum potential yield of 832 units, but this presumes enough market pressure to fully redevelop all of the identified sites.

The project would amend the land use and zoning designation of properties in the City’s Infill area to increase the development potential of those properties. Targeted properties are those which already have a multifamily zoning designation, a Medium Density Residential land use designation, or High Density Residential land use designation. Because these properties are older, they often have conflicting zoning and land use, and also have a land use density limitation reflective of the built conditions (e.g. HDR 13.6) rather than potential or capacity-based conditions.

These conditions artificially limit development because a General Plan Amendment would be required to add any units. The City plans to begin this project in 2023, after completion of the Commercial Corridors project.
• Strategy 3, Opportunity Sites – These are vacant sites which have the potential to be converted from a non-residential land use to High Density Residential land uses. The rezone program anticipates a yield of 600 units from this strategy. The City has historically been opposed to converting non-residential land to residential uses. However, in light of the need for more lowerincome housing, the City has been working with property owners on non-residential conversion projects which commit to providing significant deed-restricted affordable housing. The City has received one application and is working with other property owners on potential applications.

EVALUATION
The proposed policy applies to conversions of non-residential land to residential uses and to residential Specific Plan Amendments of 10 or more acres. An applicant of a Specific Plan Amendment subject to the policy must also include any High Density Residential land within the Specific Plan owned or controlled by the applicant. The density of the High Density Residential property must be increased, according to one of two tiers:
• HDR-13 to HDR-22: These properties must be increased to at least HDR-25. • HDR-23 to HDR-29: These properties must be increased by 10% or to at least HDR-30.

The purpose of a tiered approach is to fairly allocate the increases. High Density Residential sites at lower starting densities are not required to add substantially more units than sites with higher starting densities. The tiers were defined based on the requirements of Housing Element law, which establishes Housing Element Implementation – Land Use Policy, Citywide; PL22-0037 Planning Commission – May 12, 2022 – Page 3 of 4
that properties with densities of 25 units per acre automatically qualify as lower income housing sites (this is called the “default density”). Both tiers will result in achievement of the default density: any site at densities of 22 units per acre and below must be increased to 25 units per acre, and a 10% increase in density of a site at 23 units per acre results in a density of 25 units per acre. No site is required by the policy to be increased beyond a density of HDR-30.

This policy, combined with the other three strategies, has been designed to increase the City’s lower income unit capacity and meet our RHNA obligations. Unit yields were conservatively estimated for each strategy. Other strategies could be more effective than anticipated; the Commercial Corridors strategy is already anticipated to yield 450 more units than originally anticipated. To reflect this possibility, the policy language states that the policy does not apply if the City has sufficient lower income unit capacity.

This ensures the policy only applies when necessary.

PUBLIC OUTREACH
Significant public outreach was undertaken on the draft policy language as part of adoption of the 2021 Housing Element, including meetings with the Building Industry Association (BIA) and publication of three drafts of the Housing Element (December 2020, May 2021, and July 2021). Development of this final draft of the policy was completed with the input of major landholders who would be affected by the proposed policy, other stakeholders, and the BIA. Coordination activities included phone calls, e-mails, and an in-person meeting with the BIA. Various revisions to the policy were made in response to this feedback, including:
• Density increases pursuant to the policy do not trigger new or increased population-based requirements.
• The policy does not apply if the City has a sufficient supply of lower income unit capacity. • The policy does not apply to any application submitted prior to adoption of the policy. • The policy does not apply to High Density Residential land outside of the Specific Plan being amended.

ENVIRONMENTAL DETERMINATION
The project is a policy and procedure-making activity, 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)). In addition, this project implements the City’s adopted Housing Element, which considered the environmental impacts of the Rezone Program within an Addendum (considered on August 18, 2021) to the 2035 General Plan Environmental Impact Report (certified on August 5, 2020.

The Addendum is available online at www.roseville.ca.us/housingelement.

RECOMMENDATION
The Planning Division recommends the Planning Commission take the following actions:

1. Recommend City Council approve ADOPT A RESOLUTION APPROVING THE POLICY DOCUMENT “GUIDELINES FOR SPECIFIC PLAN AMENDMENTS AFFECTING OR PROPOSING RESIDENTIAL LAND USE” – CITYWIDE – HOUSING ELEMENT IMPLEMENTATION – LAND USE POLICY – PL22-0037.

Housing Element Implementation – Land Use Policy, Citywide; PL22-0037 Planning Commission – May 12, 2022 – Page 4 of 4
B:\Development Services\Planning Division\2022\PC\05-May 12\PL22-0037 - Land Use Policy\PL22-0037, 311 Vernon, Land Use Policy, 01 Staff Report.docx
Attachments

1. 2021 Housing Element policy draft
Exhibits
A. Policy: Guidelines for Specific Plan Amendments Affecting or Proposing Residential Land Use 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 attachments and exhibits are not included, because they are included as part of the Council staff report.

COUNCIL COMMUNICATION
CC #: 2159
File #: 0206-03-01
Title:

Villages at Sierra Vista Community Facilities District No. 1, Series 2022 Bond Issuance
Contact: Jeannine Thrash 916-774-5473 [email protected] Dennis Kauffman 916-774-5313 [email protected]
Meeting Date: 7/6/2022
Item #: 9.2.

RECOMMENDATION TO COUNCIL
Staff recommends that the City Council adopt a resolution authorizing the issuance of special tax bonds for, and on behalf of, the City of Roseville Villages at Sierra Vista Community Facilities District (CFD ) No. 1 (Public Facilities), approving and directing the execution of a Supplement to Fiscal Agent Agreement, approving the form of the Preliminary Official Statement, approving sales of such bonds, approving and directing the execution of a Bond Purchase Agreement, and approving other related documents and actions. The attached resolution authorizes the execution and delivery of the following documents required for Villages at Sierra Vista CFD No. 1 (Public Facilities):

Supplemental Agreement No. 3 to Fiscal Agent Agreement
Preliminary Official Statement
Bond Purchase Agreement

BACKGROUND
The Villages at Sierra Vista CFD No. 1 (Public Facilities) was formed on May 2, 2018 with Resolution 18-119. On July 23, 2019 the first series of bonds was issued in the amount of $12,540,000. On July 15, 2020, the second series of bonds was issued in the amount of $9,835,000. A third series was issued on August 5, 2021 in the amount of $10,375,000. The current outstanding principal balance of the three outstanding series is $32,595,000. The 2022 Bonds are being issued at the developer's request, in an amount not to exceed $4,000,000, to: (1) construct and acquire certain public facilities of benefit to the CFD; (2) establish a debt service reserve fund for the 2022 Bonds, and (3) pay the costs of issuing the 2022 bonds. The 2022 bonds are the fourth series of bonds being issued for this CFD. The maximum authorized indebtedness for the District is $310,000,000.

FISCAL IMPACT
The CFD will generate special taxes that will be paid by the property owners sufficient to pay the costs of the debt service, CFD administration, and any authorized pay-as-you-go facilities, as well as provide funding in the future for maintenance/replacement of constructed facilities. The issuance of these bonds will not impact the City's General Fund.

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. Adoption of the resolutions meet the above criteria and are not subject to CEQA. No additional environmental review is required.

COMPLIANCE STATEMENT
In accordance with Government Code 5852.1, the following information consists of estimates of certain costs and charges for the Bonds that have been provided by the City's municipal financial advisor, which has been represented by such party to have been provided in good faith: (1) estimated true interest costs of the Bonds - 5.00%; (2) estimated finance charge of the Bonds (sum of all fees and charges paid to third parties) - $275,000; (3) estimated amount of proceeds of the Bonds received by the City (net of finance charges, reserves and capitalized interest, if any) - $2,694,132; and (4) estimated total payment amount (sum total of all payments to pay debt service on the Bonds plus the finance charge not paid with proceeds of the Bonds) calculated to the final maturity of the Bonds - $7,506,985.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Goal F - Invest in well-planned infrastructure and growth Respectfully Submitted,
Jeannine Thrash, Management Analyst
Dennis Kauffman, Assistant City Manager/Chief Financial Officer _____________________________
Dominick Casey, City Manager
ATTACHMENTS:

Description
Resolution 22-259
Preliminary Official Statement
Supplement to Fiscal Agent Agreement No. 3
Bond PurchaseAgreement
RESOLUTION NO. 22-259

A RESOLUTION AUTHORIZING THE ISSUANCE OF SPECIAL TAX BONDS

FOR AND ON BEHALF OF THE CITY OF ROSEVILLE VILLAGES AT SIERRA VISTA COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES),

APPROVING AND DIRECTING THE EXECUTION OF SUPPLEMENTAL
AGREEMENT NO. 3 TO FISCAL AGENT AGREEMENT, APPROVING THE

FORM OF PRELIMINARY OFFICIAL STATEMENT, APPROVING SALE OF

SUCH BONDS PURSUANT TO A BOND PURCHASE AGREEMENT, AND

APPROVING OTHER RELATED DOCUMENTS AND ACTIONS
WHEREAS, this City Council (the “Council”) of the City of Roseville (the “City”) has conducted proceedings under and pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, Chapter 2.5 of Part 1 of Division 2 of Title 5, commencing at Section 53311, of the California Government Code (the “Act”), to form the Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) (the “District”), to authorize the levy of special taxes upon the land within the District, and to issue bonds secured by said special taxes for the purpose of providing moneys for the construction and acquisition of authorized improvements for the District; 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 $310,000,000 (the “Bond Authorization”); and WHEREAS, the City previously issued for and on behalf of the District, the City of Roseville Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) Special Tax Bonds, Series 2019 (the “2019 Bonds”) in the initial principal amount of $12,540,000, the City of Roseville Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) Special Tax Bonds, Series 2020 (the “2020 Bonds”) in the initial principal amount of $9,835,000, and the City of Roseville Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) Special Tax Bonds, Series 2021 (the “2021 Bonds”) in the initial principal amount of $10,375,000, which bonds constituted the first, second and third series of bonds issued pursuant to the Bond Authorization; and
WHEREAS, City now desires to issue the fourth series of the special tax bonds pursuant to the Bond Authorization, as described in more detail herein (the “Bonds”); and WHEREAS, there has been submitted to the Council a Supplemental Agreement No. 3 to Fiscal Agent Agreement (the “Supplemental Agreement”), which supplements and amends the Fiscal Agent Agreement, dated as of July 1, 2019, Supplemental Agreement No. 1 to Fiscal Agent Agreement, dated as of July 1, 2020, and Supplemental Agreement No. 2 to Fiscal Agent Agreement, dated as of August 1, 2021 (collectively, the “Fiscal Agent Agreement”), between the City and The Bank of New York Mellon Trust Company, N.A., as fiscal agent; and WHEREAS, the Supplemental Agreement provides for the issuance of the Bonds of the City for the District, and the Council, with the aid of City staff, has reviewed the Supplemental Agreement and found it to be in proper order, and now desires to approve the Supplemental Agreement and the issuance of the Bonds; and
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WHEREAS, the City proposes to sell the Bonds to Piper Sandler & Co., as underwriter (the “Underwriter”), pursuant to the terms of a Bond Purchase Agreement by and between the City and the Underwriter, and the Underwriter proposes to offer the Bonds to the investing public by means of a Preliminary Official Statement, and the Council, with the aid of City staff, has reviewed the Bond Purchase Agreement and the Preliminary Official Statement and found them to be in proper order, and now desires to approve said documents; and WHEREAS, all conditions, things and acts required to exist, to have happened and to have been performed precedent to and in the issuance of the Bonds as contemplated by this Resolution and the documents referred to herein exist, have happened and have been performed in due time, form and manner as required by the laws of the State of California, including the Act.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF ROSEVILLE RESOLVES AS FOLLOWS:

1. Findings. This Council finds and determines that it is prudent in the management and development of land in the City and the District to issue the Bonds, secured on parity with the 2019 Bonds, 2020 Bonds and 2021 Bonds, for the purpose of providing moneys for the construction and acquisition of authorized improvements for the District.

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

3. Bonds Authorized. Pursuant to the Act, this Resolution and the Fiscal Agent Agreement, special tax bonds of the City for the District designated as “City of Roseville Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) Special Tax Bonds Series 2022” in an aggregate principal amount not to exceed $4,000,000 are hereby authorized to be issued. The Bonds shall be executed in the form set forth in and otherwise as provided in the Fiscal Agent Agreement, as amended.

The Bonds shall not be issued unless the value of the real property within the District subject to the special tax to pay debt service on the Bonds, based on assessed values and/or an appraisal by an independent appraiser hired by the City for the purpose of determining such value, is at least three (3) times the proposed principal amount of the outstanding bonds plus the Bonds proposed to be issued and secured by a special tax levied pursuant to the Act on property within the District.

4. Supplemental Agreement. The Council hereby approves the Supplemental Agreement in the form presented to the Council at this meeting. The City Manager, Assistant City Manager/Chief Financial Officer or such other person or persons as any of them may designate (each, an “Authorized Officer”), each acting alone or together with any other Authorized Officer, are each hereby authorized and directed to execute the Supplemental Agreement, in such form, together with any additions thereto or changes therein deemed necessary or advisable by the Authorized Officer executing such document upon consultation with Jones Hall, A Professional Law Corporation, as bond counsel to the City (“Bond Counsel”).

The proceeds of the Bonds shall be applied by the City for the purposes and in the amounts as set forth in the Supplemental Agreement. The Council hereby authorizes the delivery and performance by the City of the Supplemental Agreement and the Fiscal Agent Agreement. - 3
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5. Covenant to Foreclose. The City hereby covenants, for the benefit of the owners of the Bonds, to commence and diligently pursue to completion any foreclosure action regarding delinquent installments of any amount levied as a special tax for the payment of interest or principal of the Bonds, said foreclosure action to be commenced and pursued as more completely set forth in the Fiscal Agent Agreement.

6. Approval of Official Statement. The Council hereby approves the Preliminary Official Statement with respect to the Bonds, in substantially the form on file with the City Clerk.

Distribution of the Preliminary Official Statement by the City and the Underwriter is hereby approved, and, prior to the distribution of the Preliminary Official Statement, and each Authorized Officer, each acting alone or together with any other Authorized Officer, is authorized and directed, on behalf of the City, to deem the Preliminary Official Statement “final” pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934 (the “Rule”). The execution of the final Official Statement, which shall include such changes and additions thereto deemed advisable by the Authorized Officer executing the same, and such information permitted to be excluded from the Preliminary Official Statement pursuant to the Rule, is hereby approved for delivery to the purchasers of the Bonds, and each Authorized Officer, each acting alone or together with any other Authorized Officer, is authorized and directed to execute and deliver the final Official Statement for and on behalf of the City, to deliver to the Underwriter a certificate with respect to the information set forth therein and to deliver to the Underwriter a continuing disclosure undertaking, the form of which is included as part of the Preliminary Official Statement, in substantially such form, together with such changes and additions thereto deemed advisable by the Authorized Officer executing the same.

7. Approval of Bond Purchase Agreement. The Council hereby approves the Bond Purchase Agreement between the City and the Underwriter, in substantially the form on file with the City Clerk; provided, that the aggregate principal amount of Bonds shall not exceed $4,000,000 or result in an Underwriter’s discount in excess of 1.65%, or a true interest cost in excess of 6.25%. Subject to the foregoing parameters, an Authorized Officer is hereby authorized and directed to execute the Bond Purchase Agreement in substantially the form on file with the City Clerk, together with such changes and additions thereto deemed advisable by the Authorized Officer executing the same. The Council hereby finds and determines that the sale of the Bonds at negotiated sale as contemplated by the Bond Purchase Agreement will result in a lower overall cost.

8. Actions Authorized. All actions heretofore taken by the officers, employees and agents of the City with respect to the establishment of the District and the sale and issuance of the Bonds are hereby approved, confirmed and ratified, and the Authorized Officers of the City are hereby authorized and directed to do any and all things and take any and all actions and execute any and all certificates, agreements and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Bonds in accordance with this resolution, and any certificate, agreement, and other document described in the documents herein approved. All actions to be taken by a specified Authorized Officer as specified herein, may be taken by the Authorized Officer or any designee, with the same force and effect as if taken by such Authorized Officer. - 4
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9. Effectiveness. This Resolution shall take effect upon its adoption. * * * * *
I hereby certify that the foregoing Resolution was duly adopted by the City Council of the City of Roseville, California, at a regularly scheduled meeting thereof, held on the day of , 2022, by the following vote of the City Council:

AYES: COUNCILMEMBERS
NOES: COUNCILMEMBERS
ABSENT: COUNCILMEMBERS
ABSTAIN: COUNCILMEMBERS
Mayor
ATTEST:

City Clerk
Jones Hall Draft of 6.10.22
PRELIMINARY OFFICIAL STATEMENT DATED _______, 2022

NEW ISSUE-FULL BOOK ENTRY NOT RATED
In the opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel, subject, however to certain qualifications described herein, under existing law, the interest on the 2022 Bonds is excluded from gross income for federal income tax purposes and such interest is not an item of tax preference for purposes of the federal alternative minimum tax. In the further opinion of Bond Counsel, such interest is exempt from California personal income taxes. See “TAX MATTERS” herein. $____________*

CITY OF ROSEVILLE
VILLAGES AT SIERRA VISTA COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES)

SPECIAL TAX BONDS
SERIES 2022
Dated: Date of Delivery Due: September 1, as shown below The bonds captioned above (the “2022 Bonds”), are being issued by the City of Roseville (the “City”) by and through its Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) (the “District”). The 2022 Bonds are special tax obligations of the City, authorized pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, being California Government Code Section 53311, et seq. (the “Act”), and are issued pursuant to the Resolution of Issuance (as defined herein) and a Fiscal Agent Agreement dated as of July 1, 2019, as supplemented and amended, including by a Supplemental Agreement No. 3 to Fiscal Agent Agreement dated as of _____ 1, 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 2022 Bonds are being issued to (i) construct and acquire certain public facilities of benefit to the District, (ii) provide for a deposit to a debt service reserve account for the 2022 Bonds, and (iii) pay costs of issuance of the 2022 Bonds. Interest on the 2022 Bonds is payable semiannually on March 1 and September 1 of each year, commencing March 1, 2023. The City has previously issued its $12,540,000 initial principal amount of City of Roseville Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) Special Tax Bonds, Series 2019 (the “2019 Bonds”), and subsequent series in 2020 in the initial principal amount of $9,835,000 (the “2020 Bonds”) and in 2021 in the initial principal amount of $10,375,000 (the “2021 Bonds” and collectively the “Prior Bonds”). The 2022 Bonds represent the fourth series of special tax bonds issued for the District, and are payable on parity with the Prior Bonds, and the issuance of additional parity bonds in the future is contemplated as ongoing development in the District proceeds, subject to the conditions set forth in the Fiscal Agent Agreement. See “THE BONDS – Authority for Issuance” and “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS –Parity Bonds.” The 2022 Bonds are being issued as fully registered bonds, registered in the name of Cede & Co. as nominee of The Depository Trust Company (“DTC”), and will be available to ultimate purchasers in the denomination of $5,000 or any integral multiple thereof, under the book-entry system maintained by DTC. See “APPENDIX G – DTC AND THE BOOK-ENTRY ONLY SYSTEM.” The 2022 Bonds are secured by and payable from a parity pledge of Special Tax Revenues (as defined herein) derived from Special Taxes (as defined herein) to be levied by the City on real property within the boundaries of the District, from the proceeds of any foreclosure actions brought following a delinquency in the payment of the Special Taxes, and from amounts held in certain funds under the Fiscal Agent Agreement, all as more fully described herein. Unpaid Special Taxes do not constitute a personal indebtedness of the owners of the parcels within the District. In the event of delinquency, proceedings may be conducted only against the parcel of real property securing the delinquent Special Tax. There is no assurance the owners will be able to pay the Special Tax or that they will pay a Special Tax even though financially able to do so. To provide funds for payment of the 2022 Bonds and the interest thereon as a result of any delinquent Special Taxes, the City will establish a debt service reserve account for the 2022 Bonds from proceeds of the 2022 Bonds, as described herein. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS.”
Property in the District and subject to the Special Tax is composed of completed homes and lots under development, planned to comprise upon build out 1,070 residential homes in the Sierra Vista Specific Plan, which is located in the northwest portion of the City. The District was formed with a future annexation area and originally included lots planned for 395 homes within its boundary. Acreage designated for a total of 675 additional residential units was annexed into the District in 2020, 2021 and 2022 from the future annexation area. The District currently is a mix of completed homes, homes under construction and lots under development. John Mourier Construction, Inc. (“JMC Homes”) originally owned all of the land in the District and the future annexation area, and is developing the land in the District other than 143 lots sold to and being developed by Richmond American Homes. Both home builders are actively constructing homes for sale to individual homeowners, with 576 homes sold to individuals as of May 1, 2022. The land currently in the District constitutes a portion of a larger development project being undertaken by JMC Homes in the area, and additional land is expected to annex into the District from the future annexation area. See “THE DISTRICT” and “OWNERSHIP OF PROPERTY WITHIN THE DISTRICT.”
The 2022 Bonds are subject to optional and mandatory redemption prior to maturity as described herein. See “THE BONDS — Redemption.”

NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE CITY, THE COUNTY OF PLACER, THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE 2022 BONDS. THE 2022 BONDS DO NOT CONSTITUTE A DEBT OF THE CITY WITHIN THE MEANING OF ANY STATUTORY OR CONSTITUTIONAL DEBT LIMITATION. THE INFORMATION SET FORTH IN THIS OFFICIAL STATEMENT, INCLUDING INFORMATION UNDER THE HEADING “SPECIAL RISK FACTORS,” SHOULD BE READ IN ITS ENTIRETY.

This cover page contains certain information for general reference only. It is not a summary of all of the provisions of the 2022 Bonds.

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

See “SPECIAL RISK FACTORS” herein for a discussion of the special risk factors that should be considered, in addition to the other matters and risk factors set forth herein, in evaluating the investment quality of the 2022 Bonds.

The 2022 Bonds are offered when, as and if issued, subject to approval as to their legality by Jones Hall, a Professional Law Corporation, San Francisco, California, Bond Counsel. Certain legal matters will also be passed on by Jones Hall, as Disclosure Counsel and Kutak Rock LLP, Irvine, California, as counsel to the Underwriter. Certain legal matters will be passed upon for the City by the City Attorney. It is anticipated that the 2022 Bonds will be available for delivery to DTC on or about _______, 2022. [Piper logo]
The date of this Official Statement is ________, 2022. ____________ * Preliminary; subject to change.

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

CITY OF ROSEVILLE
VILLAGES AT SIERRA VISTA COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES)

SPECIAL TAX BONDS
SERIES 2022

MATURITY SCHEDULE
Maturity
(Sept. 1)
Principal
Amount
Interest
Rate Yield Price
CUSIP†
(_______)
$__________ _____% Term Bond Due September 1, 20___; Yield ____%; Price: ____% CUSIP†: _________
† CUSIP Global Services (CGS) is managed on behalf of American Bankers Association by FactSet Research Systems Inc.

Copyright 2022 CUSIP Global Services. This data is not intended to create a database and does not serve in any way as a substitute for the CGS database. CUSIP numbers are provided for convenience of reference only. None of the City, the Fiscal Agent or the Underwriter take any responsibility for the accuracy of the CUSIP data.

CITY OF ROSEVILLE, CALIFORNIA
City Council*
Krista Bernasconi, Councilmember (At-Large) and Mayor
Bruce Houdesheldt, Vice Mayor/Councilmember (District 3) Pauline Roccucci, Councilmember (At-Large)
Tracy A. Mendonsa, Councilmember (District 1)
Scott Alvord, Councilmember (District 5)
City Staff
Dominick Casey, City Manager
Dennis Kauffman, Assistant City Manager/Chief Financial Officer Michelle Sheidenberger, City Attorney
Carmen Avalos, City Clerk
____________________________

SPECIAL SERVICES
Bond Counsel and Disclosure Counsel
Jones Hall, A Professional Law Corporation
San Francisco, California
Municipal Advisor
Hilltop Securities Inc.

Encino, California
Special Tax Consultant and Administrator
Willdan Financial Services
Temecula, California
Appraiser
Integra Realty Resources
Sacramento, California
Fiscal Agent
The Bank of New York Mellon Trust Company, N.A.

San Francisco, California
______________
* The City Council is transitioning from at-large elections to by-district elections, which transition will be completed in connection with the November 2022 election.

GENERAL INFORMATION ABOUT THIS OFFICIAL STATEMENT
Use of Official Statement. This Official Statement is submitted in connection with the sale of the 2022 Bonds referred to herein and may not be reproduced or used, in whole or in part, for any other purpose. This Official Statement is not to be construed as a contract with the purchasers of the 2022 Bonds.

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

Limit of Offering. No dealer, broker, salesperson or other person has been authorized by the City to give any information or to make any representations in connection with the offer or sale of the 2022 Bonds other than those contained herein and if given or made, such other information or representation must not be relied upon as having been authorized by the City or the Underwriter. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the 2022 Bonds by a person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale.

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

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVERALLOT OR

EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE 2022 BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

THE 2022 BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON AN EXCEPTION FROM THE REGISTRATION REQUIREMENTS CONTAINED IN SUCH ACT. THE 2022 BONDS HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE.

TABLE OF CONTENTS
Page Page
INTRODUCTION...........................................1

ESTIMATED SOURCES AND USES OF
FUNDS..........................................................7 THE BONDS .................................................8 Authority for Issuance.................................8 Description of the Bonds.............................8
Redemption*.............................................10 Transfer or Exchange of Bonds ................12

SECURITY AND SOURCES OF PAYMENT
FOR THE BONDS.......................................13
Special Taxes...........................................13 Special Tax Methodology .........................14
Levy of Annual Special Tax; Maximum
Special Tax............................................16 Special Tax Fund......................................17 Delinquent Payments of Special Tax;
Covenant for Superior Court
Foreclosure............................................17 2022 Reserve Account of the Reserve
Fund ......................................................19 Improvement Fund ...................................21
Parity Bonds .............................................21 DEBT SERVICE SCHEDULES....................23
THE SIERRA VISTA SPECIFIC PLAN ........24
THE DISTRICT............................................26 Location and Description of the Project and
the Immediate Area ...............................26
Entitlements and Development.................30
Environmental Matters..............................32
Current and Proposed Development.........32

OWNERSHIP OF PROPERTY WITHIN THE
DISTRICT....................................................40 Current Property Owners in the District ....40
Information Regarding JMC Homes..........42
Information Regarding Richmond American
Homes...................................................42 THE IMPROVEMENTS ...............................43
Eligible Facilities .......................................43 Estimated Cost of the Improvements........45

VALUE OF PROPERTY WITHIN THE
DISTRICT....................................................46 Assessed Valuation ..................................46 The Appraisal........................................... 46 Value to Special Tax Burden Ratios ......... 48
Special Tax Collections and
Delinquencies........................................ 53 Overlapping Liens and Priority of Lien...... 54
Estimated Tax Burden on Single-Family
Home .................................................... 56 SPECIAL RISK FACTORS.......................... 57
Limited Obligation of the City to Pay Debt
Service .................................................. 57 Concentration of Ownership ..................... 57
Appraised Values ..................................... 57 Property Values and Property
Development ......................................... 58 Property Values and Property
Development ......................................... 61 FDIC/Federal Government Interests in
Properties.............................................. 63 Bankruptcy and Foreclosure Delays......... 63
Parity Taxes and Special Assessments;
Private Debt........................................... 65 Tax Delinquencies.................................... 66 No Acceleration Provisions....................... 67
Ballot Initiatives ........................................ 67 Voter Initiatives......................................... 67 Recent Case Law Related to the Mello-Roos
Act......................................................... 68 Recent Changes in Tax Law..................... 69
COVID-19 Pandemic................................ 69
Cyber Security.......................................... 70 Potential Early Redemption of Bonds from
Prepayments ......................................... 70

CONSTITUTIONAL LIMITATIONS ON
TAXATION AND APPROPRIATIONS ......... 70
CONTINUING DISCLOSURE ..................... 71
UNDERWRITING........................................ 72 MUNICIPAL ADVISOR................................ 72
LEGAL OPINION ........................................ 72 TAX MATTERS........................................... 72 NO RATINGS.............................................. 74 NO LITIGATION.......................................... 74 EXECUTION ............................................... 75 APPENDIX A – RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX APPENDIX B – THE APPRAISAL
APPENDIX C – THE CITY OF ROSEVILLE AND PLACER COUNTY
APPENDIX D – FORM OF OPINION OF BOND COUNSEL
APPENDIX E – FORMS OF CONTINUING DISCLOSURE UNDERTAKINGS APPENDIX F – SUMMARY OF CERTAIN PROVISIONS OF FISCAL AGENT AGREEMENT APPENDIX G – DTC AND THE BOOK-ENTRY ONLY SYSTEM
1 OFFICIAL STATEMENT
$____________*

CITY OF ROSEVILLE
VILLAGES AT SIERRA VISTA COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES)

SPECIAL TAX BONDS
SERIES 2022
This Official Statement, including the cover page and all Appendices hereto, is provided to furnish certain information in connection with the issuance by the City of Roseville (the “City”) by and through its Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) (the “District”) of the bonds captioned above (the “2022 Bonds”).

Any statements made in this Official Statement involving matters of opinion or of estimates, whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. Definitions of certain terms used herein and not defined herein have the meaning set forth in the Fiscal Agent Agreement. See APPENDIX F.

INTRODUCTION
This introduction is not a summary of this Official Statement. It is only a brief description of and guide to, and is qualified by, more complete and detailed information contained in the entire Official Statement, including the cover page and attached appendices, and the documents summarized or described in this Official Statement. A full review should be made of the entire Official Statement. The offering of the 2022 Bonds to potential investors is made only by means of the entire Official Statement.

The City. The City is located in the County of Placer (the “County”), which is located in the Sacramento Valley near the foothills of the Sierra Nevada mountain range, about 16 miles northeast of Sacramento and 110 miles east of San Francisco. The City presently occupies 43 square miles in the southwestern part of the County and is the largest city in the County as well as the residential and business center of the County. It is bordered by Sacramento County to the south, the City of Rocklin to the north and unincorporated County to the east and west. For additional information on the City and the County, see APPENDIX C.

The District. On March 21, 2018, the City Council of the City (the “City Council”), as legislative body of the District, adopted a Resolution of Intention to form the District under the MelloRoos Community Facilities Act of 1982, as amended (the “Act”), to levy a special tax and to incur bonded indebtedness for the purpose of financing the Improvements and making contributions to certain public facilities. After conducting a noticed public hearing, on May 2, 2018, the City Council adopted a Resolution of Formation (the “Resolution of Formation”), which established the District _________
* Preliminary; subject to change.
2 and a future annexation area for the District (the “Future Annexation Area”), set forth the Special Tax Formula within the District and set forth the necessity to incur bonded indebtedness in a total amount not to exceed $310,000,000. On the same day, an election was held within the District in which the qualified elector in the District, John Mourier Construction, Inc. (“JMC Homes”), approved the proposed bonded indebtedness and the levy of the Special Tax. Change proceedings were undertaken in the District in January 2019 to amend the Special Tax Formula, which proceedings were approved by JMC Homes, as the qualified elector in the District. See “OWNERSHIP OF PROPERTY WITHIN THE DISTRICT”.

Development in the District. The land currently in the District constitutes a portion of a larger development project being undertaken by JMC Homes in the area, and additional land currently owned by MILLC or JMC Homes, planned for 1,770 residential lots, is expected to annex into the District from the Future Annexation Area. Property currently in the District and subject to the Special Tax comprises completed homes and lots under development, planned at build out to comprise 1,070 residential homes in the Sierra Vista Specific Plan in the northwest portion of the City. JMC Homes originally owned all of the land in the District and the Future Annexation Area, and is developing the District other than 143 lots sold to Richmond American Homes. Both home builders are actively constructing homes for sale to individual homeowners, with 576 homes sold to individuals as of May 1, 2022. See “THE DISTRICT” and “OWNERSHIP OF PROPERTY WITHIN THE DISTRICT.”
Development in the District currently is a mix of completed homes, homes under construction and lots under development. Construction status as of June 1, 2022 is summarized as follows:

Description
Number
of
Lots
Number of
Building
Permits
Issued
Lots
Not Yet
Finished
Finished
Lots
Model
Homes
Released
Units
Not
Sold
Sold
Backlog
Sold &
Closed
Ph 1 (Initial Boundary) - 2019
JM-20 Phase 1 88 83 0 5 4 0 0 79
JM-2 Phase 1 92 92 0 0 0 1 6 85
JM-3 Phase 1 83 82 0 1 4 0 0 78
JM-4 Phase 1 92 89 0 3 3 0 4 82
JM-4 Phase 2 40 40 0 0 0 0 0 40
Sub-Total 395 386 0 9 11 1 10 364
Ph 2 (1st Annexation) - 2020
JM-2 Phase 2 95 95 0 0 0 0 3 92
JM-3 Phase 2 44 44 0 0 0 0 0 44
JM-20 Phase 2 75 66 0 9 0 15 28 23
JM-20 Phase 3.1A 69 69 0 0 0 0 0 69
Sub-Total 283 274 0 9 0 15 31 228
Phase 3 (Second Annexation) - 2021
JM-20 Phase 3.1B 39 0 0 39 0 0 0 0
JM-21 80 13 0 67 3 9 1 0
JM-40 35 0 0 35 0 0 0 0
FD-10 (1) 143 N/A 0 0 0 0 0 143
Sub-Total 297 13 0 141 3 9 1 143
Phase 4 (Third Annexation) - 2022
FD-6 95 0 95 0 0 0 0 0
Sub-Total 95 0 95 0 0 0 0 0
Total 1070 673 95 159 14 25 42 735
(1) FD-10 (143 lots) was sold by JMC Homes Richmond American Homes in December 2021 and March 2022. 3 The District originally included lots planned for 395 homes within its original boundary.

Acreage designated for an additional 675 residential units annexed into the District in 2020, 2021 and 2022 from the Future Annexation Area. The boundary of the District is expected to expand with annexations from the Future Annexation Area to finally include a total of an expected of apaproximately 2,384 units subject to the Special Tax. JMC Homes anticipates annexing the remaining 1,314 taxable lots in the future annexation area into the District over the next few years as market conditions warrant. Upon annexation of additional lots into the District additional bonds are expected to be issued by the City secured on parity with the 2022 Bonds and Prior Bonds (defined below) upon the satisfaction of certain conditions set forth in the Fiscal Agent Agreement (defined below) in order to finance additional infrastructure improvements needed for the development of the project. See “THE DISTRICT.”
Authority for Issuance of the 2022 Bonds. The 2022 Bonds are issued pursuant to the Act, a resolution adopted by the City Council on July 6, 2022 (the “Resolution of Issuance”) and a Fiscal Agent Agreement dated as of July 1, 2019, as supplemented and amended by a Supplemental Agreement No. 1 to Fiscal Agent Agreement dated as of July 1, 2020, Supplemental Agreement No. 2 to Fiscal Agent Agreement dated as of August 1, 2021 and Supplemental Agreement No. 3 to Fiscal Agent Agreement dated as of August 1, 2022 (collectively, the “Fiscal Agent Agreement”) between the City and The Bank of New York Mellon Trust Company, N.A., as fiscal agent (the “Fiscal Agent”).

Bond Terms. The 2022 Bonds will be dated as of and bear interest from the date of delivery thereof at the rate or rates set forth on the cover page of this Official Statement. Interest on the 2022 Bonds is payable on March 1 and September 1 of each year (each an “Interest Payment Date”), commencing March 1, 2023. The 2022 Bonds will be issued without coupons in denominations of $5,000 or any integral multiple thereof.

Registration of Ownership of 2022 Bonds. The 2022 Bonds will be issued only as fully registered bonds in book-entry form, registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). Ultimate purchasers of 2022 Bonds will not receive physical certificates representing their interest in the 2022 Bonds. So long as the 2022 Bonds are registered in the name of Cede & Co., as nominee of DTC, references herein to the Owners will mean Cede & Co., and will not mean the ultimate purchasers of the 2022 Bonds. Payments of the principal, premium, if any, and interest on the 2022 Bonds will be made directly to DTC, or its nominee, Cede & Co. so long as DTC or Cede & Co. is the registered owner of the 2022 Bonds. Disbursements of such payments to DTC’s Participants is the responsibility of DTC and disbursements of such payments to the Beneficial Owners is the responsibility of DTC’s Participants and Indirect Participants, as more fully described herein. See “APPENDIX G – DTC AND THE BOOK-ENTRY ONLY SYSTEM.”
Use of Proceeds. Proceeds of the 2022 Bonds will primarily be used to finance a portion of the costs of acquiring and constructing certain public infrastructure improvements (the “Improvements,” as described herein) as part of the development being undertaken by JMC Homes.

The Improvements consist generally of water, wastewater, drainage, roadway and other infrastructure improvements necessary for development of property within the District and the surrounding area, as well as park and open space improvements (which include environmental mitigation costs). See “THE IMPROVEMENTS.” Proceeds of the 2022 Bonds will also be deposited to a debt service reserve account for the 2022 Bonds, and to pay costs of issuance.

Security and Source of Payment of the Bonds. As security for the payment of the Bonds, a special tax applicable to each taxable parcel in the District will be levied and collected according 4 to the tax liability determined by the City Council through the application of the Amended Rate, Method of Apportionment, and Manner of Collection of Special Tax for the District (the “Special Tax Formula”). The Special Tax Formula is set forth in its entirety in APPENDIX A hereto. Pursuant to the Special Tax Formula, a “Facilities Special Tax” will be levied and collected until the earlier of (i) the Transition Year or (ii) Fiscal Year 2082-83, and a “Maintenance Special Tax” will be levied and collected beginning in the Transition Year. Only the “Facilities Special Tax” is pledged to the payment of the Bonds, and the definition of “Special Taxes” used in the Fiscal Agent Agreement and this Official Statement refers only to the “Facilities Special Tax” levied in accordance with the Special Tax Formula. See “SECURITY AND SOURCES OF PAYMENT OF THE BONDS – Special Tax Methodology.”
The 2022 Bonds, Prior Bonds and any Additional Bonds are payable from the “Special Tax Revenues,” consisting of the proceeds of the Special Taxes received by the City, including all scheduled payments and delinquent payments thereof, interest thereon and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the Special Taxes, net of the administration charge of the County (currently at 1%), but do not include any interest in excess of the interest due on the Bonds or any penalties collected in connection with any such foreclosure.

The 2022 Bonds are also payable from amounts held in certain funds and accounts pursuant to the Fiscal Agent Agreement, including a reserve fund, all as more fully described herein. See “–2022 Reserve Account of the Reserve Fund,” below.

The Special Taxes represent liens on the parcels of land subject to a Special Tax, and failure to pay the Special Taxes could result in proceedings to foreclose the delinquent property. The Special Taxes do not constitute the personal indebtedness of the owners of taxed parcels. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Special Tax Methodology” and “APPENDIX A – RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX.” Additional Parity Bonds. The maximum authorized indebtedness for the District is $310,000,000. In 2019, the City issued its $12,540,000 initial principal amount of City of Roseville Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) Special Tax Bonds, Series 2019 (the “2019 Bonds”), which was the first series of special tax bonds issued under this authorization, its $9,835,000 initial principal amount of City of Roseville Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) Special Tax Bonds, Series 2020 (the “2020 Bonds”), which was the second series of special tax bonds issued under this authorization and its $10,375,000 initial principal amount of City of Roseville Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) Special Tax Bonds, Series 2021 (the “2021 Bonds” and together with the 2019 Bonds, 2020 Bonds and 2021 Bonds, the “Prior Bonds”), which was the third series of special tax bonds issued under this authorization. The 2022 Bonds are the fourth series of special tax bonds issued under this authorization, and additional series of parity bonds are expected in the future to finance additional infrastructure improvements needed by JMC Homes for the development of the project as additional property is annexed into the District. In addition, the City may utilize a portion of the available authorized bond amount for the funding of certain deferred impact fees owed to the City, as described below under “– Use of Bond Authorization for Development Impact Fee Deferral Bonds.”
The principal amount of the 2022 Bonds has been sized based on the Special Taxes that can be generated from the 95 residential lots annexed into the District in 2022 (although all of the Special Taxes levied in the District are pledged to the 2022 Bonds, Prior Bonds and any Additional Bonds, on a parity basis). Additional Bonds are expected to be issued in multiple series as additional property in the future annexation area is annexed into the District, resulting in the currently projected total aggregate principal amount of 2022 Bonds, Prior Bonds and additional bonds of approximately 5 $110,000,000. This approximate principal amount does not take into account refunding bonds and bonds issued to pay for the Development Impact Fee Deferral for property in the District. However, the actual aggregate amount of Additional Bonds to fund Improvements and the Development Impact Fee Deferral may vary depending on interest rates at the time of bond issuance, the timing of each bond issue and other factors that may impact the timing and size of each bond issue.

The District may issue Additional Bonds secured by Special Tax Revenues on parity with the 2022 Bonds and Prior Bonds, upon the satisfaction of certain conditions set forth in the Fiscal Agent Agreement. Any future bonds issued for the District and secured on parity with the 2022 Bonds and Prior Bonds (herein, “Additional Bonds” and collectively with the 2022 Bonds and Prior Bonds, the “Bonds”) are required to meet certain conditions of issuance as set forth in the Fiscal Agent Agreement, and no bonds having a lien senior to the lien of the Bonds are allowed. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Parity Bonds.”
Use of Bond Authorization for Development Impact Fee Deferral Bonds. In connection with the approval of development in the District, the City agreed that payment of certain impact fees owed by JMC Homes and merchant builders will be deferred (referred to as the “Development Impact Fee Deferral” in the Special Tax Formula) to allow payment of the deferred fees after the 2019 Bonds have been fully paid. The City expects to receive payment for the deferred impact fees either through continued collection of Special Taxes or through the issuance of future bonds after the 2019 Bonds have matured. If the City chooses to issue bonds to pay deferred impact fees, the remaining authorization will be available to be utilized by the City as a means therefor. 2022 Reserve Account of the Reserve Fund. In connection with the issuance of the 2019 Bonds, a Reserve Fund (the “Reserve Fund”) was established under the Fiscal Agent Agreement, and within the Reserve Fund separate accounts are established for each series of Bonds.

Accordingly, a reserve account for the 2019 Bonds was established within the Reserve Fund (the “2019 Reserve Account”), a reserve account for the 2020 Bonds was established within the Reserve Fund (the “2020 Reserve Account”), a reserve account for the 2021 Bonds was established within the Reserve Fund (the “2021 Reserve Account”) and a reserve account for the 2022 Bonds will be established within the Reserve Fund (the “2022 Reserve Account”). Amounts in each Reserve Account are available solely for the payment of debt service on the related series of Bonds. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Reserve Fund.” If there are additional delinquencies after depletion of funds in any Reserve Account, the City is not obligated to supplement the Reserve Accounts.

Appraised Value of Property. Property in the District is security for the Special Tax which secures the Bonds. The City authorized the preparation of an appraisal for the 789 lots currently within the District and without an improved assessed value, with a date of value of May 1, 2022, which sets forth an aggregate not-less-than appraised value of $288,831,000 as of such date. The valuation accounts for the impact of the lien of the Special Tax and assumes certain proceeds from the 2022 Bonds (but not any Additional Bonds that may be issued in the future) are available to reimburse for certain completed infrastructure improvements and fund ongoing improvements, and adds the estimated bond amount to the value of property. See “THE IMPROVEMENTS.” In considering the estimates of value evidenced by the appraisal, it should be noted that the appraisal is based upon a number of standard and special assumptions, which affect the estimates as to value, in addition to the assumption of completion of the Improvements and the availability of certain of the proceeds of the 2022 Bonds to reimburse for completed Improvements. See “VALUE OF PROPERTY WITHIN THE DISTRICT – The Appraisal” and APPENDIX B. 6 The appraised value of property in the District is ____* times the $_______* aggregate principal amount of the Bonds (and overlapping general obligation bond debt of $______). This is an average, and individual parcels may vary widely from the average. See “VALUE OF PROPERTY WITHIN THE DISTRICT – Value to Special Tax Burden Ratios.” Development of land in the District is well underway by JMC Homes, with 309 homes owned by individual homeowners as of May 1, 2022 (the date of value for the appraisal). See “THE DISTRICT – Development in the District” and “OWNERSHIP OF PROPERTY WITHIN THE DISTRICT.”
Risks of Investment; COVID-19. See the section of this Official Statement entitled “SPECIAL RISK FACTORS” for a discussion of special factors, including the potential impact of the ongoing COVID-19 pandemic, that should be considered, in addition to the other matters set forth herein, in considering the investment quality of the 2022 Bonds.

Limited Obligation of the City. The general fund of the City is not liable and the full faith and credit of the City is not pledged for the payment of the interest on, or principal of or redemption premiums, if any, on the 2022 Bonds. The 2022 Bonds are not secured by a legal or equitable pledge of or charge, lien or encumbrance upon any property of the City or any of its income or receipts, except the money in the funds established and pledged to the Bonds under the Fiscal Agent Agreement, and neither the payment of the interest on nor principal of or redemption premiums, if any, on the 2022 Bonds is a general debt, liability or obligation of the City. The 2022 Bonds do not constitute an indebtedness of the City within the meaning of any constitutional or statutory debt limitation or restrictions, and neither the City Council, the City nor any officer or employee thereof are liable for the payment of the interest on or principal of or redemption premiums, if any, on the 2022 Bonds other than from the proceeds of the Special Taxes and the money in the funds established and pledged to the Bonds, as provided in the Fiscal Agent Agreement.

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

ESTIMATED SOURCES AND USES OF FUNDS
A summary of the estimated sources and uses of funds associated with the sale of the 2022 Bonds follows:

Estimated Sources of Funds:

Principal Amount of 2022 Bonds $
Plus/Less: [Net] Original Issue Premium/Discount
Total $
Estimated Uses of Funds:

Deposit to Improvement Fund $
Deposit to 2022 Reserve Account of the Reserve Fund(1)
Costs of Issuance(2)
Total $
(1) Equal to the Reserve Requirement for the 2022 Bonds. (2) Includes fees of bond and disclosure counsel, fees, expenses and charges of the Fiscal Agent, printing costs, fees of the special tax administrator, appraiser, and municipal advisor, Underwriter’s discount, and other costs of issuance.
8 THE BONDS
Authority for Issuance
The 2022 Bonds are issued pursuant to the Fiscal Agent Agreement, the Resolution of Issuance and the Act.

On March 21, 2018, the City Council adopted a Resolution of Intention to form a community facilities district under the Act, to levy a special tax and to incur bonded indebtedness for the purpose of financing the Improvements and making contributions to certain public facilities. After conducting a noticed public hearing, on May 2, 2018, the City Council adopted the Resolution of Formation, which established the District and the Future Annexation Area, set forth the Special Tax Formula within the District and set forth the necessity to incur bonded indebtedness in a total amount not to exceed $310,000,000. On the same day, an election was held within the District in which the qualified elector in the District, JMC Homes, approved the proposed bonded indebtedness and the levy of the Special Tax. Change proceedings were undertaken in the District in January 2019 to amend the Special Tax Formula, which proceedings were approved by JMC Homes, as the qualified elector in the District. See “OWNERSHIP OF PROPERTY WITHIN THE DISTRICT” below and APPENDIX A.

The principal amount of the 2022 Bonds has been sized based on the Special Taxes that can be generated from the 95 residential units annexed into the District in 2022 (although all of the Special Taxes levied in the District are pledged to the 2022 Bonds, 2021 Bonds, 2020 Bonds, 2019 Bonds and any Additional Bonds, on a parity basis). Additional Bonds are expected to be issued for Improvements as additional property in the future annexation area is annexed into the District. For the purpose of financing the Improvements, Bonds are expected to be issued in an aggregate principal amount of approximately $110,000,000, including the 2022 Bonds, Prior Bonds and future Additional Bonds. This approximate principal amount does not take into account refunding bonds and bonds issued to pay for the Development Impact Fee Deferral for property in the District.

However, the actual aggregate amount of Additional Bonds to fund Improvements and the Development Impact Fee Deferral may vary depending on interest rates at the time of bond issuance, the timing of each bond issue and other factors that may impact the timing and size of each bond issue.

Description of the Bonds
Bond Terms. The 2022 Bonds will be dated as of and bear interest from the date of delivery thereof at the rates and mature in the amounts and years, as set forth on the cover page hereof.

The 2022 Bonds are being issued in the denomination of $5,000 or any integral multiple thereof.

Interest on the 2022 Bonds will be payable semiannually on March 1 and September 1 of each year (each an “Interest Payment Date”), commencing March 1, 2023. The principal of the 2022 Bonds and premiums due upon the redemption thereof, if any, will be payable in lawful money of the United States of America at the principal corporate trust office of the Fiscal Agent in Los Angeles, California, or such other place as designated by the Fiscal Agent, upon presentation and surrender of the 2022 Bonds; provided that so long as any 2022 Bonds are in book-entry form, payments with respect to such 2022 Bonds will be made by wire transfer, or such other method acceptable to the Fiscal Agent, to DTC.

Book-Entry Only System. The 2022 Bonds are being issued as fully registered bonds, registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, 9 New York (“DTC”), and will be available to ultimate purchasers under the book-entry system maintained by DTC. Ultimate purchasers of 2022 Bonds will not receive physical certificates representing their interest in the 2022 Bonds. So long as the 2022 Bonds are registered in the name of Cede & Co., as nominee of DTC, references herein to the Owners will mean Cede & Co., and will not mean the ultimate purchasers of the 2022 Bonds. The Fiscal Agent will make payments of the principal, premium, if any, and interest on the 2022 Bonds directly to DTC, or its nominee, Cede & Co., so long as DTC or Cede & Co. is the registered owner of the 2022 Bonds. Disbursements of such payments to DTC’s Participants are the responsibility of DTC and disbursements of such payments to the Beneficial Owners are the responsibility of DTC’s Participants and Indirect Participants, as more fully described herein. See “APPENDIX G – DTC AND THE BOOK-ENTRY ONLY SYSTEM.”
Calculation and Payment of Interest. Interest on the 2022 Bonds will be computed on the basis of a 360-day year consisting of twelve 30-day months. Interest on the 2022 Bonds (including the final interest payment upon maturity or earlier redemption) is payable by check of the Fiscal Agent mailed on each Interest Payment Date by first class mail to the registered Owner thereof at such registered Owner’s address as it appears on the registration books maintained by the Fiscal Agent at the close of business on the 15th day of the month preceding the month in which the Interest Payment Date occurs whether or not such day is a Business Day (the “Record Date”) preceding the Interest Payment Date, or by wire transfer made on such Interest Payment Date upon written instructions received by the Fiscal Agent on or before the Record Date preceding the Interest Payment Date, of any Owner of $1,000,000 or more in aggregate principal amount of 2022 Bonds; provided that so long as any 2022 Bonds are in book-entry form, payments with respect to such 2022 Bonds will be made by wire transfer, or such other method acceptable to the Fiscal Agent, to DTC. See “APPENDIX G – DTC AND THE BOOK-ENTRY ONLY SYSTEM.” Each 2022 Bond will bear interest from the Interest Payment Date next preceding the date of authentication thereof unless (i) it is authenticated on an Interest Payment Date, in which event it will bear interest from such date of authentication, or (ii) it is authenticated prior to an Interest Payment Date and after the close of business on the Record Date preceding such Interest Payment Date, in which event it will bear interest from such Interest Payment Date, or (iii) it is authenticated prior to the Record Date preceding the first Interest Payment Date, in which event it will bear interest from the Dated Date; provided, however, that if at the time of authentication of a 2022 Bond, interest is in default thereon, such 2022 Bond will bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon. So long as the 2022 Bonds are registered in the name of Cede & Co., as nominee of DTC, payments of the principal, premium, if any, and interest on the 2022 Bonds will be made directly to DTC, or its nominee, Cede & Co. Disbursements of such payments to DTC’s Participants are the responsibility of DTC and disbursements of such payments to the Beneficial Owners are the responsibility of DTC’s Participants and Indirect Participants, as more fully described herein. See “APPENDIX G – DTC AND THE BOOK-ENTRY ONLY SYSTEM.”
10 Redemption*
Optional Redemption. The 2022 Bonds are subject to optional redemption from any source of available funds (other than Prepayments of the Special Tax by property owners), in whole or in part among maturities as specified by the City and by lot within a maturity, on any date on and after September 1, 20__ 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, 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 2022 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 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, 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 2022 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 2022 Bonds Maturing September 1, 20__
Mandatory
Redemption Date
(Sept. 1)
Sinking Fund
Payment
(maturity)
___________________________
* Preliminary; subject to change.
11 Term 2022 Bonds Maturing September 1, 20__
Mandatory
Redemption Date
(Sept. 1)
Sinking Fund
Payment
(maturity)
The amounts in the foregoing tables will be reduced pro rata, at the direction of the City in an Officer’s Certificate, as a result of any prior partial optional redemption or mandatory redemption of the 2022 Bonds. In the event of a Prepayment, the City shall determine the allocation of prepayment proceeds among the 2022 Bonds, Prior Bonds and Additional Bonds (if any).

Purchase In Lieu of Redemption. In lieu of redemption, moneys in the Bond Fund may be used and withdrawn by the Fiscal Agent for purchase of Outstanding 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.

Redemption Procedure by Fiscal Agent. The Fiscal Agent will cause notice of any redemption to be mailed by first class mail, postage prepaid, at least 20 days but not more than 60 days prior to the date fixed for redemption, to the Securities Depositories and to one or more Information Services, and to the respective registered Owners of any 2022 Bonds designated for redemption, at their addresses appearing on the registration books in the Principal Office of the Fiscal Agent; but such mailing is not a condition precedent to such redemption and failure to mail or to receive any such notice, or any defect therein, will not affect the validity of the proceedings for the redemption of such 2022 Bonds.

Such notice will 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, will designate the CUSIP numbers and bond numbers of the 2022 Bonds to be redeemed by giving the individual CUSIP number and bond number of each 2022 Bond to be redeemed or will state that all 2022 Bonds between two stated 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, will state as to any 2022 Bond called in part the principal amount thereof to be redeemed, and will require that such 2022 Bonds be then surrendered at the Principal Office of the Fiscal Agent for redemption at the said redemption price, and will 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 and such notice may 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.

Whenever provision is made in the Fiscal Agent Agreement for the redemption of less than all of the 2022 Bonds of any maturity, the City will 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 City in its sole discretion deems appropriate that results in relatively uniform debt service. Upon surrender of 2022 Bonds redeemed in part only, the City will execute and the Fiscal Agent will authenticate and deliver to the registered Owner, at the expense of the City, a new 2022 Bond or 2022 Bonds, of the 12 same series and maturity, of authorized denominations in aggregate principal amount equal to the unredeemed portion of the 2022 Bond or 2022 Bonds.

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 are deposited in the Bond Fund, such 2022 Bonds so called will cease to be entitled to any benefit under the Fiscal Agent Agreement other than the right to receive payment of the redemption price, and no interest will accrue thereon on or after the redemption date specified in such notice.

Transfer or Exchange of Bonds
So long as the 2022 Bonds are registered in the name of Cede & Co., as nominee of DTC, transfers and exchanges of 2022 Bonds will be made in accordance with DTC procedures. See “APPENDIX G – DTC AND THE BOOK-ENTRY ONLY SYSTEM.” Any 2022 Bond may, in accordance with its terms, be transferred or exchanged by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such 2022 Bond for cancellation, accompanied by delivery of a duly written instrument of transfer in a form approved by the Fiscal Agent. Whenever any 2022 Bond or 2022 Bonds are surrendered for transfer or exchange, the City will execute and the Fiscal Agent will authenticate and deliver a new 2022 Bond or 2022 Bonds, for a like aggregate principal amount of 2022 Bonds of authorized denominations and of the same maturity. The cost for any services rendered or any expenses incurred by the Fiscal Agent in connection with any such transfer or exchange will be paid by the City. The Fiscal Agent will collect from the Owner requesting such transfer any tax or other governmental charge required to be paid with respect to such transfer or exchange. No transfers or exchanges of 2022 Bonds will 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.
13 SECURITY AND SOURCES OF PAYMENT FOR THE BONDS
Special Taxes
The Bonds (consisting of the 2022 Bonds, Prior Bonds and any Additional Bonds that may be issued in the future) are payable from and secured by proceeds of the Special Taxes received by the City, including all scheduled payments and delinquent payments thereof, interest and penalties thereon and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the Special Taxes (but excluding any interest in excess of the interest due on the Bonds or any penalties collected in connection with any such foreclosure), and net of a 1% administration charge of the County (the “Special Tax Revenues”). All of the Special Tax Revenues and all moneys deposited in the Bond Fund and, until disbursed as provided herein, in the Improvement Fund and the Special Tax Fund are pledged to secure the repayment of the Bonds. In addition, with respect to each Series of Bonds, all moneys in the applicable subaccount of the Reserve Fund for such Series is pledged to secure the repayment of the applicable Series. The Special Tax Revenues and all moneys deposited into such funds (except as otherwise provided in the Fiscal Agent Agreement) are dedicated to the payment of the principal of, including any mandatory sinking fund payments, and interest and any premium on, the Bonds as provided in the Fiscal Agent Agreement and in the Act until all of the Bonds have been paid and retired or defeased in accordance with the Fiscal Agent Agreement.

A Special Tax applicable to each taxable parcel in the District will be levied and collected according to the tax amount determined by the City Council through the application of the Special Tax Formula administered by Willdan Financial Services, Temecula, California (the “Special Tax Administrator”) and set forth in APPENDIX A hereto for all taxable properties in the District. Prior to remittance of the Special Tax collections to the City, the County deducts and retains a 1% County administration fee, as noted above. Interest and principal on the Bonds is payable from the annual Special Tax Revenues to be paid to the City from Special Tax levies and collections on taxable property within the District, from amounts held in certain funds and accounts established under the Fiscal Agent Agreement and from the proceeds, if any, from the sale of such property for delinquency of such Special Taxes.

The Special Taxes are exempt from the property tax limitation of Article XIIIA of the California Constitution, pursuant to Section 4 thereof as a “special tax” authorized by a two-thirds vote of the qualified electors. The levy of the Special Taxes was authorized by the City pursuant to the Act in an amount determined according to the Special Tax Formula approved by the City. See “Special Tax Methodology” below and “APPENDIX A – RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX.”
The amount of Special Taxes that the District may levy in any year, and from which principal and interest on the Bonds is to be paid, is strictly limited by the maximum rates approved by the qualified electors within the District, which is set forth in the Special Tax Formula. Under the Special Tax Formula, Special Taxes for the purpose of making payments on the Bonds will be levied annually in an amount not in excess of the maximum approved amount. The Special Taxes and any interest earned on the Special Taxes constitute a trust fund for the principal of and interest on the Bonds pursuant to the Fiscal Agent Agreement and, so long as the principal of and interest on these obligations remains unpaid, the Special Taxes and investment earnings thereon will not be used for any other purpose, except as permitted by the Fiscal Agent Agreement, and will be held in trust for the benefit of the owners thereof and will be applied pursuant to the Fiscal Agent Agreement. The Special Tax Formula apportions the Annual Facilities Costs (as defined in the Special Tax Formula and described below) among the taxable parcels of real property within the District according to the 14 rate and methodology set forth in the Special Tax Formula. See “Special Tax Methodology” below.

See also “APPENDIX A — RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX.” The City may levy the Special Tax up to the amount of the Maximum Annual Facilities Special Tax set forth in the Special Tax Formula, if conditions so require. The City has covenanted to annually levy the Special Taxes in an amount at least sufficient to pay the Annual Facilities Costs (as defined below). Because each Special Tax levy is limited to the Maximum Annual Facilities Special Tax rates authorized as set forth in the Special Tax Formula, no assurance can be given that, in the event of Special Tax delinquencies, the amount of the Annual Facilities Costs will in fact be collected in any given year. In addition, Section 53321(d) of the Act provides that the special tax levied against any parcel for which an occupancy permit for private residential use has been issued may not be increased as a consequence of delinquency or default by the owner of any other parcel within a community facilities district by more than 10% above the amount that would have been levied in such Fiscal Year had there never been any such delinquencies or defaults. See “SPECIAL RISK FACTORS – Tax Delinquencies” herein. The Special Taxes are collected for the City by the County in the same manner and at the same time as ad valorem property taxes.

Special Tax Methodology
Pursuant to the Special Tax Formula, a “Facilities Special Tax” will be levied and collected until the earlier of (i) the Transition Year or (ii) Fiscal Year 2082-83, and a “Maintenance Special Tax” will be levied and collected beginning in the Transition Year. For the definition of “Transition Year” and related matters, see APPENDIX A. Only the “Facilities Special Tax” is pledged to the payment of the Bonds, and the definition of “Special Taxes” used in the Fiscal Agent Agreement and this Official Statement refers only to the “Facilities Special Tax” levied in accordance with the Special Tax Formula. Capitalized terms set forth in this section and not otherwise defined have the meanings set forth in the Special Tax Formula.

Determination of Annual Facilities Costs. Each year, the City will determine the Annual Facilities Costs of the District for the upcoming Fiscal Year. The “Annual Facilities Costs” includes the following amounts (less any available earnings on any reserve fund, special tax funds, available capitalized interest or any other available revenues):
(i) Debt Service to be paid from Facilities Special Taxes; (ii) the amount needed to replenish bond reserve funds to the level required by Bond documents, to the extent not included in a computation of Annual Facilities Costs in a previous Fiscal Year;
(iii) Administrative Expenses for such Fiscal Year;
(iv) the amount needed to (1) cure any delinquencies in the payment of principal or interest on Bonds which have occurred in the prior Fiscal Year, and (2) to fund any foreseeable deficiency of the amount to be available for the payment of principal or interest on Bonds which are expected to occur in the current or any previous Fiscal Year, to the extent not already included in the calculation of Annual Facilities Costs; (v) the amount needed to (1) cure any delinquencies in the payment of the Facilities Special Taxes in the prior Fiscal Year, (2) to fund any foreseeable deficiency of the amount to be available for the payment of Facilities Special Taxes which are expected to 15 occur in such Fiscal Year, in each case, to the extent not already included in the calculation of Annual Facilities Costs;
(vi) pay-as-you-go expenditures for authorized improvements; and (vii) during the Deferral Bonding Period, the amount needed to pay Development Impact Fee Deferrals not financed by Bonds.

The Annual Facilities Costs is the basis for the amount of Special Tax to be levied within the District. In no event may the City levy a Special Tax in any year above the Maximum Annual Facilities Special Tax identified for each parcel in the Special Tax Formula.

Parcels Subject to the Facilities Special Tax. The Special Tax Formula designated five “original parcels,” corresponding to five separate development areas within the District, and additional parcels that are annexed into the District over time. Each fiscal year, the City will prepare a list of the parcels subject to the Special Tax using the records of the City and the County Assessor.

The City will tax parcels within each zone within the District pursuant to the Special Tax Formula.

Taxable Parcels that are acquired by a public agency after the District is formed will remain subject to the Facilities Special Tax unless a “trade” resulting in no loss of Facilities Special Tax revenue can be made, as described in the Special Tax Formula.

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

In cases of significant delinquency, these factors may result in defaults in the payment of principal of and interest on the Bonds. See “SPECIAL RISK FACTORS.” Duration of the Facilities Special Tax; Transition Year. The Facilities Special Tax will be levied and collected (up to maximum allowable amount) until the earlier of (i) the Transition Year or (ii) Fiscal Year 2082-83. Transition Year means the first Fiscal Year following the Fiscal Year in which the Transition Event occurred, and Transition Event means the earlier of (i) after the Initial Bonding Period, the Fiscal Year in which the Administrator determines the Development Impact Fee Deferral has been repaid in full to the City and the City determines funding is no longer needed for Annual Facilities Costs, or (ii) Fiscal Year 2083-84. Initial Bonding Period means the period in which Bonds are outstanding which financed or refinanced Authorized Facilities costs other than the Development Impact Fee Deferral.

Prepayment of the Facilities Special Tax. The Special Tax Formula provides that landowners may prepay some of the Facilities Special Tax by a cash settlement with the City. The amount of the prepayment required is to be calculated according to a formula set forth in the Special Tax Formula, which is generally based on the net present value of the remaining years in which the Facilities Special Tax will be collected, including the effect of a 2% per year escalation factor applicable for the time Bonds remain outstanding using a discount rate equal to the most current yield for the 30-year Treasury Constant Maturity as the discount factor, plus an amount representing the Development Impact Fee Deferral Amount (which amount is not available for prepayment of the Bonds), all as described in Section 8 of the Special Tax Formula set forth in APPENDIX A. 16 Prepayment is only allowed if the City determines that the prepayment does not jeopardize its ability to make timely payments of debt service on outstanding Bonds.

Levy of Annual Special Tax; Maximum Special Tax
The annual Special Tax will be calculated by the City and levied to provide money for debt service on the Bonds, replenishment of the Reserve Fund, certain delinquencies, administration of the District, and for payment of pay-as-you-go expenditures (to the extent permitted by the City) of the authorized District-funded facilities not funded from Bond proceeds. In no event may the City levy a Special Tax in any year above the maximum identified for each parcel in the Special Tax Formula.

For the 526 low-density-residential (LDR) units in the District, the Maximum Annual Facilities Special Tax for Fiscal Year 2021-22 equals $1,910,17 per unit, while for the 449 planned mediumdensity-residential (MDR) units in the current boundary of the District, the Maximum Annual Facilities Special Tax for Fiscal Year 2021-22 equals $1,697.93 per unit. However, these amounts are subject to adjustment based upon the actual number of units built (in the event that less homes are built than are expected in the Special Tax Formula). The Maximum Annual Facilities Special Tax (as defined in the Special Tax Formula) shall escalate by 2% per year until the Transition Event, and thereafter shall no longer be levied. See “APPENDIX A – RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX” and for a table showing the expected land uses and assigned Maximum Special Taxes, see “Attachment 3” in such Appendix.

Annual Special Tax Levy. The Special Tax will be levied each year by calculating the amount needed to be generated by all Taxable Parcels in the District; the Special Tax (up to the maximum allowable amount) will be levied against each Taxable Parcel until the Special Tax revenue equals such amount; however, the Special Tax Formula establishes a priority for which properties will be levied a Special Tax. First, all “Developed Parcels” (per the Special Tax Formula, “Developed Parcels” are parcels with a small lot final map) in the District receive a levy of up to the Maximum Annual Facilities Special Tax rate. If additional amounts are needed, a levy is made against each “Small Lot Tentative Map Parcel” in the District, then each “Large Lot Parcel” in the District, then each “Undeveloped Parcel” in the District. For single-family detached property, Developed Parcels are parcels shown on a Final Small Lot Subdivision Map recorded prior to May 1 of the preceding Fiscal Year. See “APPENDIX A – RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX.” The City covenants in the Fiscal Agent Agreement to fix and levy the amount of Special Taxes within the District required for the payment of principal of and interest on any outstanding Bonds of the District becoming due and payable during the ensuing year, including any necessary replenishment or expenditure of the Reserve Fund for the Bonds and an amount estimated to be sufficient to pay the Administrative Expenses during such year, all in accordance with the Special Tax Formula. The Special Tax is authorized to be levied in an amount not to exceed the Maximum Special Tax levy as described in the Special Tax Formula notwithstanding that a lower amount is sufficient to pay debt service on the Bonds. The Special Tax Formula provides a mechanism whereby the City may utilize the pay-as-you-go component to pay for and/or reimburse developers for a portion of the cost of Improvements not funded by proceeds of the bonds issued for the District.

Proceeds of the annual Special Tax levy will first be used to pay the “Annual Facilities Costs” (which include debt service payments on the Bonds) other than pay-as-you-go expenditures, and the City contemplates that the levy will include a pay-as-you-go component in an amount equal to the Maximum Annual Facilities Special Tax on Developed Parcels, for deposit into the Improvement Fund for authorized costs not funded from Bond proceeds. See “THE IMPROVEMENTS” and “APPRAISAL OF PROPERTY WITHIN THE DISTRICT.” See also “SECURITY AND SOURCES OF 17 PAYMENT FOR THE BONDS – Special Tax Methodology” above. See “APPENDIX A – RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX” for a copy of the Special Tax Formula.

Special Tax Fund
When received, the Special Tax Revenues are required under the Fiscal Agent Agreement to be deposited into a Special Tax Fund to be held by the City in trust for the benefit of the City and the Owners of the Bonds. Within the Special Tax Fund, the City has established and will maintain the Surplus Account, to the credit of which the City will deposit surplus Special Tax Revenue, if any, as described below. Moneys in the Special Tax Fund will be disbursed as provided below and, pending any disbursement, will be subject to a lien in favor of the Owners of the Bonds.

All Special Tax Revenue will be deposited in the Special Tax Fund upon receipt. Prior to each Interest Payment Date, the City will withdraw from the Special Tax Fund and transfer (i) to the Fiscal Agent for deposit in the reserve accounts of the Reserve Fund, an amount which when added to the amount then on deposit therein is equal to the Reserve Requirement with respect to each series of Bonds, and (ii) to the Fiscal Agent for deposit in the Bond Fund an amount, taking into account any amounts then on deposit in the Bond Fund, such that the amount in the Bond Fund equals the principal, premium, if any, and interest due on the Bonds on the next Interest Payment Date; provided, however, that as soon as practicable after the receipt by the City of any prepayments of Special Taxes, but no later than 10 Business Days after such receipt, the City shall transfer such prepayments to the Fiscal Agent for deposit into the Prepayment Account to be used for the redemption of Bonds. At such time as deposits to the Special Tax Fund equal the principal, premium if any, and interest becoming due on the Bonds for the current Bond Year and the amount needed to restore the reserve accounts of the Reserve Fund balance to the Reserve Requirement with respect to each series of Bonds, the amount in the Special Tax Fund in excess of such amount may, at the discretion of the City, be transferred to the Surplus Account, which will occur on or after September 2nd of each year. From time to time, the City may withdraw from the Surplus Account of the Special Tax Fund amounts needed to pay the City’s administrative expenses and County fees; provided that such transfers will not be in excess of the portion of the Special Tax Revenues collected by the City that represent levies for administrative expenses. Moneys in the Surplus Account may also be transferred, at the City’s discretion, to the Improvement Fund to pay for costs of the Improvements (including reimbursements to developers for the cost of Improvements not funded from proceeds of bonds issued for the District) or authorized facility contributions, to pay the principal of, premium, if any, and interest on the Bonds or to replenish amounts in the Reserve Fund. See “THE IMPROVEMENTS – Construction and Acquisition of the Improvements.” Delinquent Payments of Special Tax; Covenant for Superior Court Foreclosure The Special Tax will be collected in the same manner and the same time as ad valorem property taxes, except at the City’s option, the Special Taxes may be billed directly to property owners or collected at a different time to meet the City’s financial obligations. In the event of a delinquency in the payment of any installment of Special Taxes, the City is authorized by the Act to order institution of an action in superior court to foreclose the lien therefor.

The City has covenanted in the Fiscal Agent Agreement with and for the benefit of the Owners of the Bonds that it will annually on or before September 1 of each year review the public records of the County relating to the collection of the Special Tax in order to determine the amount of the Special Tax collected in the prior fiscal year, and if the City determines on the basis of such review that the amount so collected is deficient by more than 5% of the total amount of the Special Tax levied in the District in such Fiscal Year, it will within 30 days thereafter institute foreclosure proceedings as authorized by the Act in order to enforce the lien of the delinquent installment of the 18 Special Tax against each separate lot or parcel of land in the District for which such installment of the Special Tax is delinquent, and will diligently prosecute and pursue such foreclosure proceedings to judgment and sale; provided, that if the City determines on the basis of such review that (a) the amount so collected is deficient by less than 5% of the total amount of the Special Tax levied in the District in such Fiscal Year, but that property owned by any single property owner in the District is delinquent by more than $5,000 with respect to the Special Tax due and payable by such property owner in such Fiscal Year, or (b) property owned by any single property owner in the District is delinquent cumulatively by more than $3,250 with respect to the current and past Special Tax due (irrespective of the total delinquencies in the District), then the City will institute, prosecute and pursue such foreclosure proceedings in the time and manner provided herein against each such property owner.

Under the Act, foreclosure proceedings are instituted by the bringing of an action in the superior court of the county in which the parcel lies, naming the owner and other interested persons as defendants. The action is prosecuted in the same manner as other civil actions. In such action, the real property subject to the special taxes may be sold at a judicial foreclosure sale for a minimum price that will be sufficient to pay or reimburse the delinquent special taxes.

The owners of the 2022 Bonds benefit from the 2022 Reserve Account within the Reserve Fund established pursuant to the Fiscal Agent Agreement; however, if delinquencies in the payment of the Special Taxes with respect to the 2022 Bonds are significant enough to completely deplete the 2022 Reserve Account within the Reserve Fund, there could be a default or a delay in payments of principal and interest to the owners of the 2022 Bonds pending prosecution of foreclosure proceedings and receipt by the City of the proceeds of foreclosure sales. Provided that it is not levying the Special Tax at the Maximum Annual Facilities Special Tax rates set forth in the Special Tax Formula, the City may adjust the Special Taxes levied on all property within the District subject to the Special Tax to provide an amount required to pay debt service on the 2022 Bonds, Prior Bonds and any Additional Bonds, and to replenish the reserve accounts established for each respective series of Bonds in the Reserve Fund. However, such adjustment is subject to the Maximum Annual Facilities Special Tax and to the limitation described under the caption “–Special Tax Methodology” above.

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

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

See “APPRAISAL OF PROPERTY WITHIN THE DISTRICT – Priority of Lien.” No assurances can be given that the real property subject to a judicial foreclosure sale will be sold or, if sold, that the proceeds of sale will be sufficient to pay any delinquent Special Tax installment. The Act does not require the District to purchase or otherwise acquire any lot or parcel of property foreclosed upon if there is no other purchaser at such sale. 19 Section 53356.6 of the Act requires that property sold pursuant to foreclosure under the Act be sold for not less than the amount of judgment in the foreclosure action, plus post-judgment interest and authorized costs, unless the consent of the owners of 75% of the outstanding Bonds is obtained.

However, under Section 53356.6 of the Act, the District, as judgment creditor, is entitled to purchase any property sold at foreclosure using a “credit bid,” where the District could submit a bid crediting all or part of the amount required to satisfy the judgment for the delinquent amount of the Special Tax. If the District becomes the purchaser under a credit bid, the District must pay the amount of its credit bid into the redemption fund established for the Bonds, but this payment may be made up to 24 months after the date of the foreclosure sale.
2022 Reserve Account of Reserve Fund
A Reserve Fund has been established under the Fiscal Agent Agreement, and within the Reserve Fund, separate accounts are being established for each series of Bonds. Accordingly, a 2022 Reserve Account is being established for the 2022 Bonds. Amounts in the 2019 Reserve Account, the 2020 Reserve Account and the 2021 Reserve Account are available solely for the payment of debt service on the 2019 Bonds, 2020 Bonds and 2021 Bonds, respectively, while amounts in the 2022 Reserve Account are available solely for the payment of debt service on the 2022 Bonds. If there are additional delinquencies after depletion of funds in the 2022 Reserve Account of the Reserve Fund, the City is not obligated to pay the 2022 Bonds or supplement the 2022 Reserve Account of the Reserve Fund.

Upon delivery of the 2022 Bonds, the Fiscal Agent will deposit an amount of the proceeds into the 2022 Reserve Account of the Reserve Fund so that the amount therein equals the “Reserve Requirement,” which means, with respect to any series of Bonds, the least of (i) 125% of the average Annual Debt Service with respect to the applicable series of Bonds; (ii) Maximum Annual Debt Service with respect to the applicable series of Bonds; and (iii) 10% of the original principal amount of the applicable series of Bonds (or, if the applicable series of Bonds has more than a de minimis amount of original issue discount or premium, 10% of the issue price of such series of Bonds); provided, that—
(a) the Reserve Requirement for the 2022 Bonds, 2021 Bonds, 2020 Bonds and 2019 Bonds shall not increase after the date of issuance of the respective series; (b) in no event shall the City be obligated to deposit an amount in any reserve fund in excess of the amount permitted by the applicable provisions of the Code to be so deposited from the proceeds of tax-exempt bonds without having to restrict the yield of any investment purchased with any portion of such deposit and, if the amount of any such deposit is so limited, the Reserve Requirement shall be only the amount of such deposit as permitted by the Code; and
(c) the City may meet all or a portion of the Reserve Requirement with respect to any series of Bonds by depositing a Qualified Reserve Fund Credit Instrument.

For each series of Additional Bonds, the Fiscal Agent shall establish a separate subaccount within the Reserve Fund for such series and moneys in each subaccount shall be held in trust by the Fiscal Agent for the benefit of the Owners of the respective series of Bonds.

The City has the right to either meet the Reserve Requirement at the time of issuance of a series of Bonds or at any time thereafter to cause the Fiscal Agent to release cash from the Reserve 20 Fund, in whole or in part, by tendering to the Fiscal Agent: (1) a Qualified Reserve Fund Credit Instrument, and (2) in the case of a release, an opinion of Bond Counsel stating that such release will not, of itself, cause the portion of the interest on the Bonds secured thereby to become includable in gross income for purposes of federal income taxation. Upon tender of such items to the Fiscal Agent in connection with a release of cash, the Fiscal Agent will transfer such funds to the City. Prior to the expiration of any Qualified Reserve Fund Credit Instrument, if applicable, the City is obligated either to replace such Qualified Reserve Fund Credit Instrument with a new Qualified Reserve Fund Credit Instrument, or to deposit or cause to be deposited with the Fiscal Agent an amount of funds such that the funds on deposit in the Reserve Fund together with all Qualified Reserve Fund Credit Instruments held by the Fiscal Agent is at least equal to the Reserve Requirement (which funds may come from a draw by the Fiscal Agent on the Qualified Reserve Fund Credit Instrument prior to its expiration).
“Qualified Reserve Fund Credit Instrument” means an irrevocable standby or direct-pay letter of credit or surety bond issued by a commercial bank or insurance company and deposited with the Fiscal Agent, provided that all of the following requirements are met: (a) the long-term credit rating of such bank or insurance company is rated in the top two categories (without regard to modifier) by S&P or Moody’s at the time of issuance; (b) such letter of credit or surety bond has a term of at least 12 months; (c) such letter of credit or surety bond has a stated amount at least equal to the portion of the Reserve Requirement being met by such instrument or with respect to which funds are proposed to be released pursuant to the Fiscal Agent Agreement; and (d) the Fiscal Agent is authorized pursuant to the terms of such letter of credit or surety bond to draw thereunder an amount equal to any deficiencies which may exist from time to time in the Bond Fund for the purpose of making payments required pursuant to the Fiscal Agent Agreement.

Whenever, on the Business Day prior to any Interest Payment Date, the amount in any reserve account within the Reserve Fund exceeds the Reserve Requirement for the applicable series of Bonds covered by such reserve account, the Fiscal Agent shall provide written notice to the Chief Financial Officer of the amount of the excess. The Chief Financial Officer shall advise the Fiscal Agent in writing of the amount, if any, of any transfer required pursuant to the Fiscal Agent Agreement, and otherwise direct the Fiscal Agent to transfer an amount equal to the excess to the Improvement Fund, if the Project has not been completed as of the date of such transfer, or if the Project has been completed, to the Bond Fund to be used for the payment of the principal of and interest on the Outstanding Bonds covered by the applicable reserve account in accordance with the Fiscal Agent Agreement; provided, that to the extent that such excess results from the prepayment of Special Taxes and redemption of Bonds, such amount shall be transferred to the Prepayment Account and applied to the corresponding redemption of Bonds.

Whenever the balance in the Reserve Fund exceeds the amount required to redeem or pay the Outstanding Bonds, including interest accrued to the date of payment or redemption and premium, if any, due upon redemption, and make any other transfer required under the Fiscal Agent Agreement, the Fiscal Agent will transfer the amount in the Reserve Fund to the Bond Fund to be applied, on the next succeeding Interest Payment Date, to the payment and redemption of all of the Outstanding Bonds. If the amount so transferred from the Reserve Fund to the Bond Fund exceeds the amount required to pay and redeem the Outstanding Bonds, the balance in the Reserve Fund will be transferred to the City, after payment of any amounts due the Fiscal Agent, to be used for any lawful purpose of the City.
21 Improvement Fund
Under the Fiscal Agent Agreement, there is established an Improvement Fund (and within the Improvement Fund, accounts corresponding to respective series of Bonds), which is to be held in trust by the Fiscal Agent and will be disbursed as provided in the Fiscal Agent Agreement for the payment or reimbursement of the costs of the construction and acquisition of the Improvements in accordance with the Acquisition Agreement (as described herein). Interest earnings from the investment of amounts in the Improvement Fund will be retained in the Improvement Fund to be used for the purposes of the Improvement Fund.

Upon completion of the Improvements and payment to JMC Homes or other entities that are due reimbursement for Improvements, the Fiscal Agent will 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 the Fiscal Agent Agreement, and the Improvement Fund will be closed. See “THE IMPROVEMENTS.”
Parity Bonds
The Resolution of Formation authorizes the issuance of up to $310,000,000 of special tax bonds for the District. In 2019, the City issued $12,540,000 initial principal amount of 2019 Bonds, in 2020, the City issued $9,835,000 initial principal amount of 2020 Bonds and in 2021, the City issued $10,375,000 initial principal amount of 2021 Bonds. The 2022 Bonds represent the fourth series of special tax bonds issued under the authorization. The City expects that it will, by a Supplemental Agreement, authorize the issuance of one or more additional series of Additional Bonds payable from Special Taxes and secured by the Special Tax Revenues on a parity with the Bonds, as development progresses in the District and upon compliance by the City with the conditions set forth in the Fiscal Agent Agreement, which include the following:
(i) There shall be deposited into a reserve account of the Reserve Fund, an amount at least equal to the Reserve Requirement with respect to such Additional Bonds. (ii) For each Bond Year the Additional Bonds are Outstanding, projected Special Taxes Revenues, if levied at the maximum annual Special Tax rates per the Special Tax Formula, in each Fiscal Year are at least equal to 110% of Debt Service due in the Bond Year that begins in the corresponding Fiscal Year, as calculated by the special tax consultant to the City.
(iii) Both of the following conditions are met:
(A) Regarding All Parcels in the District: The aggregate value of all parcels in the District subject to the Special Tax, including then existing improvements and any facilities to be constructed or acquired with the proceeds of the Additional Bonds, as determined by an MAI appraisal, assessed valuations shown on the then current County tax roll, or by a combination of both methods, is at least 3.00 times the sum of (1) the aggregate principal amount of all Bonds then Outstanding, plus (2) the aggregate principal amount of the Additional Bonds proposed to be issued, plus (3) the aggregate principal amount of any bonds then outstanding and payable from assessments which are a lien against property in the District, plus (4) a portion of the aggregate principal amount of all bonds issued under the Act, other than Bonds then Outstanding, payable at least partially from special taxes to be levied on parcels of land subject to the Special Tax within the District (the “Other Mello-Roos Bonds”) 22 equal to the aggregate principal amount of the Other Mello-Roos Bonds multiplied by a fraction, the numerator of which is the amount of special taxes levied for the Other Mello-Roos Bonds on parcels of land within the District subject to the Special Tax, and the denominator of which is the total amount of special taxes levied for the Other Mello-Roos Bonds on all parcels of land subject to the Special Tax against which the special taxes are levied to pay the Other Mello-Roos Bonds (such fraction to be determined based upon the special taxes which could be levied the year in which maximum annual debt service on the Other Mello-Roos Bonds occurs), based upon information from the most recent available Fiscal Year. (B) Regarding Recently Annexed Parcels: The aggregate value of the Recently Annexed Parcels, including then existing improvements and any facilities to be constructed or acquired with the proceeds of the Additional Bonds, as determined by an MAI appraisal, assessed valuations shown on the then current County tax roll, or by a combination of both methods, is at least 3.00 times the sum of (1) the Attributable Principal Amount of all Bonds then Outstanding, plus (2) the Attributable Principal Amount of the Additional Bonds proposed to be issued, plus (3) the amount of any bonds then outstanding and payable from assessments which are a lien against the Recently Annexed Parcels, plus (4) the allocation of Other Mello-Roos Bonds determined to be applicable to the Recently Annexed Parcels.

As used herein, “Recently Annexed Parcels” means all parcels in the District subject to the Special Tax which were annexed into the District following the closing date for the then-most recently issued series of Bonds, and “Attributable Principal Amount” means for the Bonds or any Additional Bonds, calculated separately, an amount equal to the aggregate outstanding principal amount of such Bonds and Additional Bonds multiplied by a fraction, the numerator of which is the amount of special taxes that will be levied for such Bonds and Additional Bonds on Recently Annexed Parcels in the first fiscal year in which the levy includes debt service for the applicable series of Additional Bonds, and the denominator of which is the total amount of special taxes that will be levied for the Bonds and Additional Bonds on all parcels of land in the District against which the special taxes are levied to pay the Bonds and Additional Bonds in such fiscal year.

Additional Bonds may be issued for the purpose of refunding any outstanding Bonds without meeting the foregoing conditions so long as debt service on the refunding Bonds in each Bond Year is less than debt service on the Bonds refunded.

Nothing in the Fiscal Agent Agreement shall be interpreted to prohibit issuance of bonds or Additional Bonds secured on a subordinate basis to the Bonds.

In connection with the approval of development in the District, the City has agreed that payment of certain impact fees owed by JMC Homes will be deferred (referred to as the “Development Impact Fee Deferral” in the Special Tax Formula) to allow payment of the deferred fees after the 2019 Bonds have been fully paid. The City expects to receive payment for the deferred impact fees either through continued collection of Special Taxes or through the issuance of future bonds after the 2019 Bonds have matured. If the City chooses to issue bonds to pay deferred impact fees, the remaining authorization will be available to be utilized by the City as a means therefor. 23 DEBT SERVICE SCHEDULES
The Bonds have been sized so that there is at least 110% annual debt service coverage from Special Tax Revenues if levied at the Maximum Annual Facilities Special Tax rate. The annual debt service on the 2022 Bonds, based on the interest rates and maturity schedule set forth on the cover of this Official Statement, together with the annual debt service on the Prior Bonds, in each case, assuming no early redemptions, is set forth below.

City of Roseville
Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) Parity Debt Service
(2019 Bonds, 2020 Bonds, 2021 Bonds and 2022 Bonds)
Year
Ending
(Sept. 1)
Prior Bonds
Debt Service
2022 Bonds
Principal
2022 Bonds
Interest
2022 Bonds
Debt Service
Total Parity
Debt Service
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
2044
2045
2046
2047
2048
2049
2050
2051
Total
____________
Source: Fiscal Agent for Prior Bonds; Underwriter for 2022 Bonds. 24 THE SIERRA VISTA SPECIFIC PLAN
The Sierra Vista Specific Plan (“SVSP”) is the primary land use, policy and regulatory document used to guide development of the project area. The Specific Plan establishes a development framework for land use, affordable housing, resource protection, circulation, utilities and services, implementation and design. The intent is to promote the systematic and orderly development of the plan area. All subsequent development projects and related activities in the SVSP area are required to be consistent with the SVSP. The SVSP implements the goals and policies of the City of Roseville General Plan and augments these goals and policies by providing specific direction to reflect conditions unique to the project and Plan Area. The General Plan serves as the long-term policy guide for the physical, economic and environmental growth of the City. The property within the District was included within the SVSP at adoption, and is a component of the SVSP. The full text of the SVSP is available on the City’s website.

Land Use Concept. The SVSP is planned primarily as a residential community, with a significant commercial and employment center along Baseline Road, which properties are not part of the District and not subject to the Special Taxes securing the Bonds. The overall mix and intensity of uses is similar to that found in adjacent portions of the City. The SVSP also provides for recreation, open space, employment and educational opportunities available to residents both within and outside the SVSP area.

The primary elements that comprise the form of the SVSP land use plan include: the residential neighborhoods; a range of commercial and employment uses, schools, parks and open space, as more particularly described below.

Residential Neighborhoods - A variety of housing styles similar to that found elsewhere in the City are planned, including affordable housing and designated age restricted neighborhoods. High density residential comprises approximately 30% of planned residential uses.

Commercial and Employment - A range of commercial and employment uses are proposed within the SVSP, including commercial mixed-use, business professional mixeduse, and community commercial uses. Conventional commercial sites are provided as well, typically along arterial roadways. The SVSP’s employment and service uses are intended to complement and further diversify the City’s employment, retail, service, and revenue base.

Neighborhood Parks - Neighborhood parks are proposed throughout the SVSP, some are located adjacent to the elementary schools and middle school sites, maximizing the potential for joint-use opportunities with the outdoor recreation facilities. Park facilities range from approximately one to approximately 10 acres in size. Some of the SVSP’s neighborhood parks would be linked to a system of paseos, providing a comprehensive network of pedestrian and bikeway connections to the SVSP’s parks and open space system.

Neighborhood parks typically include a mix of soccer and baseball fields, tot lots, playgrounds, picnic area, and hard surface game courts.

Open Space - Approximately 317 acres of the SVSP are proposed as Open Space, comprising approximately 15 percent of the total project site acreage. Open Space land use and zoning is generally applied to lands that are environmentally sensitive or otherwise significant due to habitat, natural features, or man-made features. Open space corridors provide for passive recreation opportunities, preservation of significant resources, viewsheds, potential floodwater conveyance and retention, resource mitigation, wildlife 25 movement corridors, and can function to improve the interface between uses. In many locations, the preserve area accommodates a dedicated Class I pedestrian pathway to be shared with a vehicle maintenance road for maintenance activities. In addition, open space areas could accommodate utility lines and provide the conduit for drainage and space for storm water treatment and detention facilities within the SVSP area. Any disturbance or construction within open space preserve areas of the SVSP would comply with the provisions of the Army Corps of Engineers approved Open Space Management Plan and Section 404 permit requirements.

Land Use Plan. The SVSP land use plan includes a blend of residential, service, employment, open space and public uses. At the time of adoption the SVSP area was statistically projected to house approximately 22,045 residents and in excess of 9,000 employees. The SVSP includes a total of 8,679 dwelling units on approximately 2,064 gross acres, with many homes currently completed and occupied. Originally designated land uses included a total of approximately 317 acres set aside in open space; 106 acres for dedication to parks; 71 acres of public/quasi-public uses; 190 acres of community commercial; 27 acres of business professional; and 41 acres of commercial mixed use.
26 THE DISTRICT
Location and Description of the District and the Immediate Area General. The District currently encompasses 1,070 single-family residential lots, comprising a mix of completed homes, homes under construction and lots under development. John Mourier Construction, Inc. (“JMC Homes”) originally owned all of the land in the District and Future Annexation Area. JMC Homes, as to 927 lots, and Richmond American Homes (“Richmond American Homes”), as to 143 lots, are actively constructing homes for sale to individual homeowners, with 576 homes sold by JMC Homes to individuals as of May 1, 2022.

The land currently in the District constitutes a portion of a larger development project being undertaken in the City by JMC Homes. Additional land is expected to annex into the District from the Future Annexation Area. The boundary of the District as originally formed comprised land planned for 395 homes. Acreage designated for an additional 675 residential units was annexed from the Future Annexation Area into the District in 2020 (283 lots), 2021 (297 lots) and 2022 (95 lots). The boundary of the District is expected to expand to include a total of approximately 2,384 units; the remaining 1,314 planned lots in the Future Annexation Area are owned by Mourier Investments, LLC (“MILLC”), an investment affiliate of JMC Homes, and/or JMC Homes, and are expected to be annexed into the District and developed into an additional 1,314 single family residential units over the next few years as market conditions warrant.

The District is located in the SVSP area, which is in the northwest portion of the City. Property in the District is within the Center Joint Unified School District. The property was annexed into the City in 2010 when all the property was owned by MILLC. The land owned by JMC Homes and MILLC in the SVSP area is generally level topography, currently with large open annual grassland areas.

The SVSP has targeted a majority of the creek corridors, and a portion of the seasonal wetlands, for preservation in permanent open space. High-voltage power lines run adjacent to certain land in the District. See “THE SIERRA VISTA SPECIFIC PLAN” above.

Map. A map of the area in which the District is located appears on the next page, followed by a map showing the initial boundary of the District and the original areas in the Future Annexation Area, and following that is a map showing the original District boundary and annexations to date. 27 [Reserved for location area map]
28 [Reserved for boundary map]
29 [Reserved for annexation map]
30 Entitlements and Planned Development
JMC Homes has provided the following information with respect to entitlements and current and anticipated development of land in the District. No assurance can be given that all information is complete. No assurance can be given that development of land in the District will be completed, or that it will be completed in a timely manner. Since the ownership of the parcels is subject to change, the development plans outlined below may not be continued by the subsequent owner if the parcels are sold, although development by any subsequent owner will be subject to the SVSP, the Development Agreements described herein and the policies and requirements of the City. No assurance can be given that the plans or projections detailed below will actually occur.

Overview. As noted above, development within the current District boundary is anticipated to be consistent with the SVSP land uses, which primarily consist of low-density and medium-density residential neighborhoods. Permitted land uses are configured to reinforce the neighborhood identity and sense of community. See “THE SIERRA VISTA SPECIFIC PLAN” above.

MILLC and JMC Homes originally owned all of the approximately 677 acres in the District, which is approved for development in the SVSP for 2,839 residential units and 25.3 acres of nonresidential (retail/office) uses. Property currently in the District and subject to the Special Tax comprises approximately 178 acres planned for 1,070 residential homes. This includes the 73 acres originally planned for 395 residential homes within the original boundary of the District, 42 acres annexed into the District in 2020 planned for 283 residential units, 49 acres annexed into the District in 2021 planned for 297 residential units, and 14.5 acres annexed into the District in 2022 planned for 95 residential units. The District includes a future annexation area, currently owned by MILLC or JMC Homes, is planned for 1,770 residential lots. As noted elsewhere herein, 576 completed homes are owned by individuals as of May 1, 2022.

Entitlements. The entitlements permit a development proposal related to a particular parcel to proceed through tentative map subdivision and design-review permitting processes to final mapping provided the development application is in accord with the entitlements and the final map conditions. The land received full land use approval in 2010, including, but not limited to, approval of Specific Plan Zoning and Development Agreements, and subsequently received a Section 404 (wetlands) permit, California Water Board Section 401 Certification, and U.S. Fish and Wildlife Service Biological Opinion.

Phase 1 (Original District). With respect to the 395 lots that were part of the initial District boundary (referred to as phase 1), these lots received a grading permit and site improvement plans from the City in 2018 and 2019. Site development for these 395 lots commenced in May 2018 and concluded in April 2019 for JM-2A, JM-3A and JM-20A and in February 2020 for JM-4 with all of the improvements accepted by the City. Phase 1 currently includes many completed homes and is near build out.

Phase 2 (2020 Annexation). With respect to the 283 lots that annexed into the District in 2020, site development commenced in May 2020 and all the improvements have now been accepted by the City.

Phase 3 (2021 Annexation). With respect to the 297 lots that annexed into the District in 2021, site development commenced in May 2021 and JM-20 Phase 3.1B and JM40 are complete and accepted by the City. JM-21 and FD-10 are expected to be accepted by the City in June or July 2022.
31 Phase 4 (2022 Annexation). With respect to the 95 lots that annexed into the District in 2022, site development/construction commenced in May 2022 and the small lot final map is set to record June or July 2022. Site development is expected to be completed in December 2022.

Future Phases. Property in the remaining Future Annexation Area encompasses land planned for development into an additional 1,314 residential units subject to a Special Tax when annexed; these parcels are not currently in the District and are therefore not currently subject to the Special Tax securing the Bonds. JMC Homes anticipates annexing additional lots into the District every few years as market conditions warrant, however, the timing of each annexation and number of lots in each annexation may vary based on market conditions. Further, the City and JMC Homes could choose to create new community facilities districts or separate improvement areas for land within the Future Annexation Area.

Development Agreements. MILLC entered into Development Agreements, dated June 18, 2010 (“Development Agreements”) with the City in accordance with applicable state and local codes. The Development Agreements vest development rights, set forth infrastructure improvements and dedication requirements, secure the timing and methods for financing improvements, and specify other performance obligations as related to development in the Sierra Vista Specific Plan area. All of the property in the District is subject to the requirements of the Development Agreements as well as the SVSP. The Development Agreements were entered into in accordance with Sections 65864 through 65869.5 of the California Government Code, as implemented through Article V, Chapter 19.84 of the City’s Zoning Ordinance No. 802.

Development Agreements are the primary implementation tools for the SVSP and are intended to create a binding contract between the City and MILLC and their assigned successors in interest, which set forth the needed infrastructure improvements, park dedication requirements, timing and method for financing improvements and other specific performance obligations of the City and MILLC, including obligations related to development of the property in the District, with the terms, conditions, rules, regulations, entitlements, vested rights and other provisions relating to the development of the property in the District according to the SVSP entitlements. Included are provisions relating to infrastructure improvements, public dedication requirements, landscaping amenities and other obligations of the parties. The Development Agreements have a 30-year term, run with the property, and may be modified only by mutual consent of the City and landowner and in a manner consistent with the SVSP. With the Development Agreements in place, subject to compliance with the terms of the Development Agreements, construction of homes within the District may occur upon City approval of subdivision maps, satisfaction of certain design requirements and conditions of such maps and issuance of building permits.

Land use and development entitlements granted under the Development Agreements for property in the District are consistent with the SVSP as described under the caption “THE SIERRA VISTA SPECIFIC PLAN” and summarized above.

Improvements. The Development Agreements set forth the responsibility of MILLC and its successors (including JMC Homes) for a portion of the costs of certain public improvements required for its development within the SVSP, including an electric substation. The dedication of the electric substation site occurred on May 26, 2017, and JMC Homes has satisfied its obligations with respect to it. JMC Homes does not believe any of these improvements – including completion of the electric substation by the City – will impair its ability to timely obtain building permits. 32 Funding of the Improvements with the 2022 Bonds and Additional Bonds proceeds will satisfy a portion, but not all, of the relevant obligations of the District for infrastructure improvements required by the Development Agreements. See Table 6 herein for a sources and uses table. The improvements not funded from the 2022 Bonds and Additional Bonds or Special Taxes are required to be funded by JMC Homes. See “THE IMPROVEMENTS” below.

No Affordable Units. There are no affordable unit requirements for the land in the current District boundary.

Environmental Matters
Flood Hazard Map Information. According to the Federal Emergency Management Agency’s flood insurance rate maps (Flood Area Panel Number 060243, with an effective date of November 2, 2018), the developable portions of the property in the project area (including land in the District) are located within Flood Zone X, described as areas of minimal flooding (outside of the 100 and 500-year floodplains).

Wetland Conditions. According to the City’s planning department, some jurisdictional wetlands will be affected by the development of the project, however the impact has been mitigated by the landowner. No additional environmental permits are required to be obtained.

Seismic Conditions. The property expected to be developed as part of the project (including land in the District) is not located within a seismic special studies zone, designated by the California State Division of Mines and Geology, in accordance with the Alquist-Priolo Special Study Zone Act of 1972.

Wildfire Hazards. Land in the District is not located in a High or Very High Fire Hazard Severity Zone (FHSZ), as defined by CAL FIRE.

Current and Proposed Development
Overview. As noted above, development within the current District boundary has so far been, and is anticipated by JMC Homes to continue to be, consistent with the SVSP land uses, which primarily consist of low-density residential neighborhoods. Permitted land uses are configured to reinforce the neighborhood identity and sense of community. See “THE SIERRA VISTA SPECIFIC PLAN” above.

Subdivision Maps. The current mapping configuration of parcels in the District, together with final map status, is set forth in the following table. 33 Tentative Map and Final Map Status for Taxable Residential Parcels in the District As of June 1, 2022
Large-Lot
Parcel Village Land Use
Planned
Units
Tentative
Map
Approval
Date
Small Lot Final
Map Record
Date
Phase 1
JM-2A Monument LDR (Residential) 92 12/12/2013 12/27/2018 JM-3A Pinnacle LDR (Residential) 83 12/12/2013 12/27/2018 JM-4A/4B Sentinel LDR (Residential) 132 12/12/2013 8/23/2019 JM-20A Palisade MDR (Residential) 88 12/12/2013 12/27/2018 Sub-Total 395
Phase 2/3
JM-2B Monument LDR (Residential) 95 1/9/2019 5/4/2020
JM-3B Pinnacle LDR (Residential) 44 1/9/2019 5/4/2020
JM-20B Palisade MDR (Residential) 75 1/9/2019 5/4/2020
JM-20 Phase 3.1A Palisade MDR (Residential) 69 1/9/2019 7/14/2020 Sub-Total 283
Phase 3
JM-20 Phase 3.1B Palisade MDR (Residential) 39 1/9/2020 7/20/2021 JM-21 Excelsior LDR (Residential) 80 1/9/2020 7/1/2021
JM-40 Palisade MDR (Residential) 35 12/10/20 7/1/2021
FD-10* Seasons MDR (Residential) 143 2/25/21 8/20/2021
Sub-Total 297
Phase 4
FD-6 TBD LDR (Residential) 95 1/9/2020 July/August 2022 Sub-Total 95
Total 1,070
* FD-10 was sold by JMC Homes and currently is owned by Richmond American Homes.

Source: JMC Homes.
34 Future Annexation Area Not in District as of June 1, 2022 Owned by MILLC or JMC Homes
Village (Parcel) Land Use Acres Planned Units (1)
JM-1 MDR 17.00 135
JM-30 HDR 7.51 176
JM-41 CC 13.48 --
FD-7 LDR 8.34 58
FD-8A LDR 16.51 75
FD-8B LDR 18.91 81
FD-21 MDR 24.44 187
FD-23 MDR 17.66 127
FD-24 MDR 16.42 135
FD-32A HDR 3.81 78
FD-32B HDR 4.23 116
FD-33 (1/2 owner) HDR 4.30 86
CO-1 LDR 16.30 87
CO-2 LDR 8.77 43
CO-3 LDR 15.66 67
CO-20 MDR 12.71 94
CO-21 MDR 25.39 193
CO-22 LDR 4.81 32
CO-41 CC 0.16 --

Total
236.41 1,770
(1) Includes 456 HDR units which under the Special Tax Formula would not be subject to a Special Tax.

In-Tract Improvements. In addition to the Improvements described below, subdivision intract improvements have been underway at the project since 2018. With respect to the 678 units planned for phases 1 and 2, in-tract improvements are complete and accepted by the City. With respect to the 297 units planned for phase 3, in-tract improvements began in May 2021 and JM-20 Phase 3.1B and JM-40 are complete and accepted by the City. JM-21 and FD-10 are expected to be accepted by the City in June/July 2022. With respect to the 95 units planned for phase 4, in-tract improvements began in May 2022 and are expected to be completed in December 2022.

Backbone Infrastructure. With respect to the 678 units planned for phases 1 and 2, JMC Homes completed all basic (sometimes referred to as “backbone”) infrastructure required for development of the initial 395 homes and the 283 units in the first annexation in the District (including major roads and offsite improvements), and was accepted by the City on May 17, 2019 for phase 1 and January 20, 2021 for phase 2, respectively.

With respect to the 297 units planned for phase 3, JMC Homes is utilizing much of the same backbone improvements that serve the 678 units in phases 1 and 2. Additional backbone infrastructure to be built as part of phase 3 consists of a portion of Vista Grande Boulevard, Market Street, Westbrook Boulevard, Upland Drive, and Fiddyment Road, which is expected to be completed and accepted by the City in June/July 2022.
35 With respect to the 95 units planned for phase 4, JMC Homes is utilizing much of the same backbone improvements that serve the 975 units in phases 1, 2 and 3. Additional backbone infrastructure to be built as part of phase 4 consists of portions of Upland Drive and Nicole Gee Drive which is expected to be completed in December 2022.

Upon completion of various components of such infrastructure, JMC Homes is eligible to be reimbursed for the cost thereof from proceeds of the Bonds as provided in an acquisition agreement entered into with the City, provided such proceeds are available.

JMC Homes is responsible for the cost of construction of the infrastructure improvements and other costs required for the District and the Future Annexation Area. Proceeds of the Bonds and any additional bonds will provide a portion of the cost of improvements and the remainder will be contributed by JMC Homes. See “THE IMPROVEMENTS – Estimated Cost of the Improvements”.

Bonds for the District are expected to be issued on a parity with the 2022 Bonds and Prior Bonds in multiple series as development progresses and annexation of land into the District occurs. The pace of home construction in the District will be determined by JMC Homes, largely by market conditions and demand for homes.

Utilities. All typical urban utility services for finished lots are available at the lots or will be extended to the lots within the District. These utilities include electric power, natural gas, telephone, cable television, water, refuse, and sanitary sewer and storm water facilities. The City provides electric, water, sewer refuse and storm water facilities, and police and fire services. Pacific Gas & Electric provides natural gas.
36 Development and Building Permits by Phase. The following tables show the entitlements for land currently in the District. As shown in the tables, the Phase 1, Phase 2, Phase 3 and Phase 4 parcels are all currently located within the boundary of the District and subject to the Special Tax securing the Bonds; territory remaining in the Future Annexation Area is anticipated to annex to the District in the future.

Table 1A
City of Roseville
Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) Construction and Closing Summary
As of June 1, 2022
Description
Number
of
Lots
Number of
Building
Permits
Issued
Lots
Not Yet
Finished
Finished
Lots
Model
Homes
Released
Units
Not
Sold
Sold
Backlog
Sold &
Closed
Ph 1 (Initial Boundary) - 2019
JM-20 Phase 1 88 83 0 5 4 0 0 79
JM-2 Phase 1 92 92 0 0 0 1 6 85
JM-3 Phase 1 83 82 0 1 4 0 0 78
JM-4 Phase 1 92 89 0 3 3 0 4 82
JM-4 Phase 2 40 40 0 0 0 0 0 40
Sub-Total 395 386 0 9 11 1 10 364
Ph 2 (1st Annexation) - 2020
JM-2 Phase 2 95 95 0 0 0 0 3 92
JM-3 Phase 2 44 44 0 0 0 0 0 44
JM-20 Phase 2 75 66 0 9 0 15 28 23
JM-20 Phase 3.1A 69 69 0 0 0 0 0 69
Sub-Total 283 274 0 9 0 15 31 228
Phase 3 (Second Annexation) - 2021
JM-20 Phase 3.1B 39 0 0 39 0 0 0 0
JM-21 80 13 0 67 3 9 1 0
JM-40 35 0 0 35 0 0 0 0
FD-10 (1) 143 N/A 0 0 0 0 0 143
Sub-Total 297 13 0 141 3 9 1 143
Phase 4 (Third Annexation) - 2022
FD-6 95 0 95 0 0 0 0 0
Sub-Total 95 0 95 0 0 0 0 0
Total 1070 673 95 159 14 25 42 735
(1) FD-10 (143 lots) was sold by JMC Homes Richmond American Homes in December 2021 and March 2022. 37 Model Homes and Production - JMC Homes. As of May 1, 2022 (the date of value of the Appraisal), JMC Homes had 7 model homes built and open to the public. The model homes are located in JM-4 and JM-20A, within phase 1 of the development, but available to serve additional production phases. Phase 1 is near build out and sales are currently underway within phases 2 and 3 of the development. JMC Homes estimates that the last of the 297 homes planned for phases 2 and 3 of the development will be completed and sold to individual homeowners by the first quarter of 2025, while the last of the 95 homes planned for phase 4 of the development will be completed and sold to individual homeowners by the second quarter of 2025.

Planned Home Sale Plans and Sizes. The following table sets forth JMC Homes’ current expectations with respect to floorplans, sizes and asking base prices for the 1,070 homes planned for the land currently in the District (phase 1, phase 2, phase 3 and phase 4). Base sales prices are subject to change and exclude options, upgrades, lot premiums and any incentives or price reductions being offered. There can be no assurance that sales prices of the remaining homes in the future annexation areas will equal or exceed the sales prices for the homes in the current District boundary.
38 Table 3A
City of Roseville
Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) Sale Plans, Sizes and Asking Base Prices
INITIAL CFD BOUNDARY (395 LOTS)
Floorplan Size Range (sf)
Village
No. of
Lots
Completed
Models(1)
Project
Floorplans Low High Asking Base Prices(2)
Palisade 88 4 8 1,343 2,341 $399,990 – $519,990
Monument 92 4 4 1,645 2,508 $454,990 – $529,990
Sentinel 132 3 3 1,754 2,178 $479,990 – $539,990
Pinnacle (Gated) 83 4 5 2,201 3,004 $549,990 – $672,990 395
2020 ANNEXATION (283 LOTS)
Floorplan Size Range (sf)
Village
No. of
Lots
Completed
Models(1)
Project
Floorplans Low High Asking Base Prices(2)
Palisade 144 In Phase 1 8 1,343 2,341 $399,990 – $519,990 Monument 95 In Phase 1 4 1,645 2,508 $454,990 – $529,990 Pinnacle (Gated) 44 In Phase 1 5 2,201 3,004 $549,990 – $672,990 283
2021 ANNEXATION (297 LOTS)
Floorplan Size Range (sf)
Village
No. of
Lots
Completed
Models
Project
Floorplans Low High Asking Base Prices(2)
Palisade 74 In Phase 1 8 1,343 2,341 $399,990 – $519,990 FD-10 (Gated) (3) 143 3 6 1,590 2,630 $550,000
JM-21 (Gated) 80 3 7 2,201 3,822 $829,990-$1,149,990
297
2022 ANNEXATION (95 LOTS)
Floorplan Size Range (sf)
Village
No. of
Lots
Completed
Models
Project
Floorplans Low High Asking Base Prices(2)
FD-6 (Gated) 95 3 planned TBD TBD TBD TBD
95 ____________
(1) All models for Phase 1, 2 and JM-40 and JM-20 Phase 3.1B are located in Phase 1 of the project. (2) Base sales prices are subject to change and exclude options, upgrades, lot premiums and any incentives or price reductions being offered. There can be no assurance that sales prices of the remaining homes in the future annexation areas will equal or exceed the sales prices for the homes in the current District boundary. (3) FD-10 was sold to Richmond American Homes as finished lots. Models and houses will be constructed and sold by Richmond American Homes.

Source: JMC Homes.

Construction Status - FD-10/Richmond American Homes. The following table summarizes construction activity for the 143 lots owned by Richmond American Homes.

Table 3C
City of Roseville
Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) Richmond American Homes “Seasons at Sierra Vista” Nieghborhood 39 Development Summary as of May 1, 2022
Village
FD-10
Neighborhood
Total No.

Planned
Units
Final Map
Parcels
Units
Completed
and
Closed
Units Under
Construction
and in
Escrow
Units Under
Construction
and Unsold
Units
Completed
and
Unsold(1)
Finished
Lots not
Under
Construction
Seasons 143 143 0 3 10 0 130
____________________
Source: Richmond American Homes.

Transformer Supply Chain Challenges. Notwithstanding the foregoing, developers in the City have recently been made aware of the City’s foreseeable delay in obtaining electric transformers needed for development in the City over the next two years, which could affect development in Villages JM-21 and FD-6. JMC Homes is monitoring the transformer capacity needs for those villages and cannot predict the outcome or impact from the delay, if any, in obtaining electric transformers on its ability to obtain building permits, construct homes, and energize and sell and convey such homes in the District.

No assurance can be given that home construction and sales will be carried out on the schedule and according to the plans outlined herein, or that the home construction and sale plans or base prices set forth above will not change after the date of this Official Statement. Additionally, homes under contract may not result in closed escrows as sales contracts are subject to cancellation.

See “SPECIAL RISK FACTORS – Concentration of Ownership” and “ – Property Values and Property Development.”
40 OWNERSHIP OF PROPERTY WITHIN THE DISTRICT
Unpaid Special Taxes do not constitute a personal indebtedness of the owners of the property within the District. There is no assurance that the present property owners or any subsequent owners will have the ability to pay the Special Taxes or that, even if they have the ability, they will choose to pay the Special Taxes. An owner may elect to not pay the Special Taxes when due and cannot be legally compelled to do so. Neither the City nor any Bond Owner will have the ability at any time to seek payment directly from the owners of property within the District of the Special Tax or the principal or interest on the Bonds, or the ability to control who becomes a subsequent owner of any property within the District.

JMC Homes has provided the information set forth in this section entitled “OWNERSHIP OF PROPERTY WITHIN THE DISTRICT,” other than information attributable to Richmond American Homes or noted to be sourced from others. No assurance can be given that all information is complete. In addition, any Internet addresses included below are for reference only, and the information on those Internet sites is not a part of this Official Statement or incorporated by reference into this Official Statement.

No assurance can be given that development of the property will be completed, or that it will be completed in a timely manner, as described herein. The Special Taxes are not personal obligations of JMC Homes or of any subsequent landowners; the Bonds are secured only by the Special Taxes and moneys available under the Fiscal Agent Agreement. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS” and “SPECIAL RISK FACTORS” herein.

Current Property Owners in the District
As of May 1, 2022 (the date of value of the Appraisal), JMC Homes had seven model homes built and open to the public. The model homes are located in JM-4 and JM-20A, within phase 1 of the development, but available to serve additional production phases. Sales are currently underway within phase 1, phase 2 and phase 3 of the development. JMC Homes estimates that the last of the 14 homes planned for phase 1 of the development will be completed and sold to individual homeowners by summer of 2022; the last of the 24 homes planned for phase 2 of the development are expected to be completed and sold to individual homeowners by winter of 2022; and the last of the 114 homes planned for phase 3 of the development are expected to be completed and sold to individual homeowners by summer of 2025. JMC will construct three model homes in JM-21 and expect to open to the public by summer of 2022. JM-20 Phase 3.1B and JM-40 will use the models located in JM-20A Phase 1. FD-10 has been sold to Richmond American Homes who will be constructing three model homes and has begun selling in April 2022 in a neighborhood marketed as “Seasons at Sierra Vista.”
In December 2021 and March 2022 JMC Homes sold 143 finished lots in Village FD-10 to Richmond American Homes, as detailed below.
41 The following table shows ownership and value-to-lien ratios for parcels in the District as of May 1, 2022 (the Appraiser’s date of value). As of May 1, 2022 576 homes have closed to individual homeowners.

Table 4
City of Roseville
Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) Ownership by Development Status as of May 1, 2022
Ownership (1) / Development Status (2)
No. of
Parcels
No. of
Units (3)
Appraised
Value (4)
Assessed
Value (5)
FY 2022-23
Maximum
Tax (6)
Projected
FY 2022-23
Special Tax
Levy (7)
Allocable Debt
CFD
Bonds (8)(9)
% of Total
CFD
Bonded
Debt (9)
Total
Direct &
Overlapping
Debt
Average
Value to
Lien
Ratio
Individual Homeowners - Completed Homes (11) 576 576 $189,090,000 $132,144,005 $1,086,762 $1,086,762 $19,736,074 54.7% $19,736,074 16.28 Richmond American Homes:

Homes Partially Completed (12) 7 7 1,820,000 0 12,123 12,123 220,164 0.6% 220,164 8.27 Finished Lots 136 136 27,200,000 0 235,537 235,537 4,277,460 11.9% 4,277,460 6.36 Subtotal – Richmond American Homes 143 143 29,020,000 0 247,660 247,660 4,497,624 12.5% 4,497,624 6.45 JMC Homes:

Completed Homes 15 15 530,000 5,135,311 28,360 28,360 515,025 1.4% 515,025 11.00 Homes Partially Completed (12) 82 82 21,896,000 0 148,942 148,942 2,704,864 7.5% 2,704,864 8.10 Finished Lots 159 159 33,855,000 0 290,741 290,741 5,279,990 14.6% 5,279,990 6.41 Tentative Map Parcels 1 95 14,440,000 0 185,096 98,354 3,361,423 9.3% 3,361,423 4.30 Subtotal – JMC Homes 257 351 $70,721,000 $5,135,311 $653,139 $566,397 $11,861,302 32.8% $11,861,302 6.40 Total 976 1,070 $288,831,000 $137,279,316 $1,987,561 $1,900,819 $36,095,000 100.0% $36,095,000 11.81 * Preliminary, subject to change.
(1 Ownership as of May 1, 2022.
(2) Development status as of May 1, 2022 per Appraiser and JMC Homes. For the purposes of determining each parcel's development status for the District's FY 2022-23 Special Tax levy, any parcel for which a Final Small Lot Subdivision Map was recorded prior to May 1, 2022 is considered a Developed Parcel and shall be taxed at 100% of the Maximum Special Tax rate before any other taxable parcels are levied. Any parcel for which a Small Lot Tentative Map was approved prior to May 1, 2022 and which has not recorded a Small Lot Final Map by May 1, 2022 is considered a Tentative Map Parcel. (3 Planned number of residential lots per the Sierra Vista Specific Plan (4) Appraised Values as of May 1, 2022. A portion of the District parcels were not valued by the appraiser. Existing single-family homes showing a complete assessed value for both land and improvements were not appraised.

Those parcels not appraised are instead valued above using assessed value. (5) Assessed Values. The District parcels which were not valued by the appraiser are instead valued using the assessed value. (6) Maximum Tax in this table refers to Maximum Annual Facilities Special Tax. (7) Special Tax and the Projected Special Tax Levy in this table refer to Special Facilities Tax (8) Represents the outstanding balance of the 2019 Bonds, the 2020 Bonds and 2021 bonds together with the estimated par amount of $3,500,000* of the 2022 Bonds. (9) This table allocates the CFD Debt based upon each parcel's share of the District's FY 2022-23 Maximum Special Tax. (10) Overlapping debt liens of the District parcels as of ____ as summarized under the “Direct and Overlapping Tax and Assessment Debt” table in the overlapping debt report prepared by California Municipal Statistics, Inc.

No direct charges related to PACE liens secured by Special Taxes were levied onto the District parcels in FY 2021-22. (11) Represents homes within the District held by individual homeowners as of May 1, 2022 per Appraiser and JMC Homes (12 A partially completed home represents a single family lot upon which a building permit has been issued together with construction towards the completion of either the structure's footings or more.

Sources: Ownership - JMC Homes and Integra Realty Resources, Inc.; Development Status and Final Map Recordation - County Assessor Maps and JMC Homes; Land Use and Number of Units - Sierra Vista Specific Plan; Appraised Value - Integra Realty Resources, Inc; Assessed Values - Placer County; Projected Special Tax Levy - Willdan Financial Services and Overlapping Debt - California Municipal Statistics, Inc, as compiled by Willdan Financial Services
42 Information Regarding JMC Homes
JMC Homes has been doing business in the greater Sacramento area as a homebuilder since 1978. It has averaged annual new homes sales volume in excess of $110 million for the past five years and is currently ranked as the 103rd largest homebuilder by Builder Online. It is currently building and selling homes in Roseville, Rocklin, Folsom, Lincoln and Marysville in the Sacramento area. JMC Homes’ website address is http://www.jmchomes.com. The website address is given for reference and convenience only, the information on the website may be incomplete or inaccurate and has not been reviewed by the City or the Underwriter. Nothing on the website is a part of this Official Statement or incorporated into this Official Statement by reference.

Information Regarding Richmond American Homes
Richmond American Homes is Richmond American Homes of Maryland, Inc., a Maryland corporation. Richmond American Homes is a wholly-owned subsidiary of M.D.C. Holdings, Inc., a Delaware corporation (“MDC”). MDC is a publicly traded company whose common stock is listed on the New York Stock Exchange under the symbol “MDC.” Richmond American Homes and its predecessor entity have been building homes in California since 1986. The Sacramento division of Richmond American Homes is based in Roseville, California, is responsible for the development of its project in the District.

MDC has two primary operations, homebuilding, and financial services. MDC’s homebuilding operations consist of wholly-owned subsidiary companies that build and sell homes under the name “Richmond American Homes.” MDC’s financial services operations include subsidiary companies that provide mortgage financing, place title insurance and homeowner insurance for Richmond American’s homebuyers, and provide general liability insurance for MDC subsidiaries and most of Richmond American’s subcontractors.

MDC is subject to the informational reporting requirements of the Exchange Act, and in accordance therewith is obligated to file reports, proxy statements, and other information, including financial statements, with the SEC. Such filings, including particularly MDC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as filed with the SEC on February 1, 2022, set forth, among other things, certain data relative to such consolidated results of operations and financial position of MDC and its subsidiaries as of such date. The SEC maintains an internet web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC, including MDC. The address of such internet web site is www.sec.gov. All documents subsequently filed by MDC pursuant to the requirements of the Exchange Act after the date of this Official Statement will be available for inspection in such manner as the SEC prescribes. Copies of MDC’s Annual Report and related financial statements, prepared in accordance with generally accepted accounting standards, are also available from MDC on MDC’s website at www.mdcholdings.com.

The foregoing website addresses and references to filings with the SEC are included for reference only, and the information on such websites and on file with the SEC are not a part of this Official Statement and are not incorporated by reference into this Official Statement. No representation is made in this Official Statement as to the accuracy or adequacy of the information contained on such websites. Neither Richmond American Homes nor MDC is obligated to advance funds for construction or development or to pay ad valorem property taxes or the Special Taxes and investors should not rely on the information and financial statements contained on such websites in evaluating whether to buy, hold or sell the 2022 Bonds. The information contained on such websites 43 may be incomplete or inaccurate and has not been reviewed by the City, the District or the Underwriter.

THE IMPROVEMENTS
Eligible Facilities
The Bonds will provide a funding source to JMC Homes for moneys expended for a portion of the cost of the Improvements and for certain JMC Homes fees paid or to be paid by JMC Homes.

The eligible Improvements authorized to be funded with proceeds of the Bonds include, but are not limited to, the following:

Transportation Improvements. Public roadway improvements designed to meet the needs of the project, including those improvements identified in the Development Agreement, including but not limited to:
• Federico Drive.
• Fiddyment Road.
• Market Street.
• Santucci Boulevard.
• Summerfaire Drive.
• Silver Spruce Drive.
• Sierra Glen Drive.
• Vista Park Drive.
• Vista Grande Boulevard.
• Westbrook Boulevard.

Eligible roadway improvements include the following items: acquisition of land and easements; roadway design; project management; geotechnical engineering, testing and observations, bridge crossings and culverts; clearing, grubbing, and demolition; grading, soil import/export, paving (including slurry seal), and decorative/enhanced pavement concrete or pavers; power pole relocations; joint trenches, underground utilities, and undergrounding of existing utilities; dry utilities and appurtenances; curbs, gutters, sidewalks, bike trails (including on- and off-site), park and ride facilities, bus rapid transit improvements, including transfer stations and regional public transit improvements; retaining walls, sound walls, enhanced fencing, and access ramps; street lights, signalization, and traffic signal control systems; bus turnouts; signs and striping; erosion control; median and parkway landscaping and irrigation; entry monumentation; bus shelters; masonry walls; traffic control and agency fees; and other improvements related thereto. Eligible improvements for the roads listed above also include any and all necessary underground potable and non-potable water, sanitary sewer, and storm drainage system improvements.

Potable and Non-Potable Water System Improvements. Authorized facilities include any and all on- and off-site backbone water facilities designed to meet the needs of development of the project. These facilities include potable and non-potable mains, valves, services, and appurtenances; wells; and water treatment and storage facilities, and related improvements, including but not limited to: site clearing, grading, and paving; curbs and gutters; recycled water storage tanks, booster pump stations, and all appurtenances thereto; wells; water treatment; standby generator; site lighting, drainage, sanitary sewer, and water service; landscaping and irrigation; access gates and fencing; striping and signage; among others. 44 Drainage System Improvements. Authorized facilities include any and all on- and off-site backbone drainage and storm drainage improvements designed to meet the needs of development of the project. These facilities include mains, pipelines and appurtenances, outfalls and water quality measures, temporary drainage facilities, detention/retention basins, and drainage pretreatment facilities; drainage ways/channels, pump stations, landscaping, and irrigation; access roads, gates, and fencing; striping and signage, among others.

Wastewater System Improvements. Authorized facilities include any and all on- and offsite backbone wastewater facilities designed to meet the needs of development of the project. These facilities include pipelines and all appurtenances thereto; manholes; tie-in to existing main line; force mains; lift stations; odor-control facilities; sewer treatment plant improvements and permitting related thereto; and related sewer system improvements, among others.

Solid Waste Improvements. Authorized facilities include any and all backbone solid waste improvements designed to meet the needs of development of the project. Eligible improvements also include the project’s pro-rata contribution, as described in the project DA, to the SVSP Solid Waste Recycling Center.

Park, Landscape Corridor and Paseo Improvements. Authorized facilities include any and all improvements to parks, landscape corridors and paseos located in the project, including but not limited to construction of Park Sites as identified by the Specific Plan, and construction of Paseos as identified by the SVSP.

Open Space Improvements. Authorized facilities include any and all open space improvements designed to meet the needs of development of the project, including bike trails, bike/pedestrian bridges, storm drain crossings, storm drain detention/retention, wetland mitigation, tree mitigation, on- and off-site hawk/raptor mitigation, agricultural mitigation or wetland mitigation, property acquisition, endowment payments for open space management, landscaping and irrigation, access gates and fencing, and related open space improvements, among others.

Utilities. Authorized facilities include any and all on- and off-site utility improvements designed to meet the needs of development of the project. All utility improvements, easement payments, and land acquisition not located under or alongside transportation improvements are considered authorized facilities. Authorized facilities also shall include costs related to the acquisition of the off-site electric substation site; site clearing; grading; street frontage improvements, including curbs, gutters, and paving; and construction of an all-weather access road to the site from the nearest public street or extension of temporary 12kV overhead lines as described in the project DA, among others.

Other Public Facilities and Impact Fees. Authorized facilities includes any and all public facilities or infrastructure, including the project’s pro-rata contribution to the land acquisition of the off-site fire station site, site clearing, grading, and street frontage improvements including curbs, gutters, and paving, including fire station site reimbursement obligations in the Development Agreement. Authorized facilities also include development impact fees paid and not otherwise reimbursed, whether standard City or County fees levied at the time of the issuance of a building permit or required as part of the DA for the property. Fees include, but are not limited to, the South Placer Regional Transportation Authority Tier II Traffic Fee, City of Roseville City Wide Park Fee, City of Roseville Public Facilities Fee, and Public Benefit Fee. 45 Estimated Cost of the Improvements
General. The total estimated cost of the Improvements for the land currently within the District (1,070 units) is approximately $107.6 million, as shown in the table below. The Prior Bonds provided a total of approximately $32.3 million of proceeds for the Improvements, while the 2022 Bonds are expected to provide an additional approximately $______ million*. Additional infrastructure will be required for areas of future annexation and Additional Bonds are expected to be sold in the future.

Table 5
City of Roseville
Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) Summary of Partial Authorized Facilities and Estimated Cost in Current District Boundary Item Estimated Total Cost (1)
Transportation Improvements $14,023,262
Potable and Non-Potable Water System Improvements 4,178,339 Drainage System Improvements 6,253,862
Wastewater System Improvements 3,908,138
Parks, Landscape Corridor and Paseo Improvements 3,747,127 Open Space Improvements 5,802,951
Utilities 5,347,339
Other Public Facilities and Impact Fees 64,403,325
Total $107,664,343
____________
(1) Includes soft cost and contingency.

Source: JMC Homes.

Funding Sources. In connection with the issuance of the Bonds, the City and JMC Homes have previously entered into a Funding, Construction and Acquisition Agreement (the “Acquisition Agreement”) which provides that JMC Homes will construct (or cause to be constructed or funded) the Improvements and related facilities, and the City, upon completion of construction and acceptance by the City, or through progress payments prior to completion of the entire improvement, will purchase the Improvements or reimburse JMC Homes for expended amounts using a portion of the proceeds of the Bonds pursuant to the terms of the Acquisition Agreement. JMC Homes will be responsible for the portion of the cost of construction of the Improvements not paid with Bonds. ___________
* Preliminary; subject to change.
46 VALUE OF PROPERTY WITHIN THE DISTRICT
Assessed Valuation
A history of assessed valuation of property in the District since Fiscal Year 2019-20 is set forth in the following table.

Table 6
City of Roseville
Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) Historical Assessed Values of the District
Fiscal Years 2019-20 and 2021-22
Fiscal Year
Assessed
Land Value
Assessed
Structure Value
Assessed
Value Total
% Change in
Assessed Value Total
2019-20 $6,582,845 -- $6,582,845 N/A
2020-21 (1) $13,963,713 $31,757,644 $45,721,357 595%
2021-22 (2)(3) $43,781,873 $119,792,918 $163,574,791 258% __________
(1) The assessed value of the District's Annexation No. 1 parcels are reflected only in FY 2020-21. Annexaton No. 1 increased the District's FY 2020-21 assessed land value by $4,915,787. (2) The assessed value of the District's Annexation No. 2 parcels are reflected only in FY 2020-21. Annexaton No. 2 increased the District's FY 2021-22 assessed land value by $4,341,804. (3) The fiscal year 2021-22 assessed value of the District's Annexation No. 3 parcels are not reflected in the table.

Annexaton No. 1 increased the District's FY 2021-22 assessed land value is $1,257,291.

Source: Assessed Values - Respective Placer County Secured Property Rolls as compiled by Willdan Financial Services.

The Appraisal
General. Integra Realty Resources, Sacramento, California (the “Appraiser”) prepared an appraisal report with a date of value of May 1, 2022 (the “Appraisal”). The Appraisal was prepared at the request of the City in order to obtain an additional indication of value of land in the District. The Appraisal is set forth in APPENDIX B hereto. The description herein of the Appraisal is intended for limited purposes only; the Appraisal should be read in its entirety. The conclusions reached in the Appraisal are subject to certain assumptions and qualifications which are set forth in the Appraisal.

Property Appraised. The appraised properties consist of 95 unimproved residential lots, 295 finished residential lots, and 89 homes under construction. There are also 310 completed single-family homes within the boundaries of the CFD not currently assessed for an improvement value by the Placer County Assessor; as such, a not-less-than estimate of market value for the smallest floor plan constructed within each subdivision was appraised and assigned to each respective Assessor’s parcel within the CFD.

Value Estimates. The Appraisal provides a market value, in bulk, of 789 lots that are part of appraised property owned by JMC Homes and Richmond American Homes, a not-less-than value for completed homes owned by individual homeowners and an appraised value for finished homes owned by JMC Homes as of the date of value (based on the hypothetical condition the improvements to be financed by the 2022 Bonds were in place as of the date of valuation). The valuation accounts for the impact of the lien of the Special Tax and represents the hypothetical market value (based on the hypothetical condition) of all the land in the District. The property appraised excludes property in the District designated for public and quasi-public purposes. 47 The aggregate value estimate for the appraised properties as of the May 1, 2022 date of value, using the methodologies described in the Appraisal and subject to the limiting conditions and special assumptions set forth in the Appraisal, and based on the ownership of the property as of that date, is not less than $288,831,000.

This aggregate appraised value is further described as follows:

Owner/Subdivision Value per Parcel No. of Parce Aggregate Value Individual Homeowners – Completed Homes(1)
Monument $600,000 90 $54,000,000
Palisade 530,000 87 46,110,000
Pinnacle 700,000 56 39,200,000
Sentinel 655,000 76 49,780,000
Sub-Total 309 $189,090,000
John Mourier Construction, Inc.

Unimproved Lots $152,000 95 $14,440,000
Finished Lots Varies 159 33,855,000
Homes under Construction Varies 82 21,896,000
Finished Homes without Avs
Palisade $530,000 1 530,000
Sub-Total 337 $70,721,000
Richmond American Homes
Finished Lots $227,000 136 $27,200,000
Homes under Construction 260,000 7 1,820.000
Total 143 $29,020,000
Aggregate Value of Appraised Properties 789 $288,831,000 Aggregate value- existing homes based on Assessed Value 282 $137,279,316 Aggregate Value of Appraised Properties & Assessed
Properties in the District 1,070 $426,110,316
___________
(1) Represents not-less-than value, based on the smallest floor plan within each applicable subdivision.

Hypothetical Condition. The value estimate is subject to a hypothetical condition, defined as that which is contrary to what exists but is supposed for the purposes of analysis. For purposes of the hypothetical condition, the Appraiser assumed that certain proceeds of the 2022 Bonds are available to reimburse for infrastructure improvements completed.

Assumptions and Limiting Conditions. In considering the estimate of value evidenced by the Appraisal, the Appraisal is based upon a number of standard and special assumptions which affect the estimates as to value, some of which include the following. See “APPENDIX B – THE APPRAISAL.” • The valuation accounts for the impact of the lien of the Special Tax and assumes certain proceeds from the 2022 Bonds (but not any Additional Bonds that may be issued in the future) are available to reimburse for certain completed infrastructure improvements and fund ongoing improvements, and adds the estimated bond amount to the value of property. See “THE IMPROVEMENTS.”
• The Appraiser has assumed that there is no hazardous material on or in the property that would cause a loss in value. Should future conditions and events reduce the level of permitted development or delay the completion of any projected development, the value of the undeveloped land would likely be reduced from that estimated by the Appraiser. See 48 “APPENDIX B – THE APPRAISAL” hereto for a description of certain assumptions made by the Appraiser. Accordingly, because the Appraiser arrived at an estimate of current market value based upon certain assumptions which may or may not be fulfilled, no assurance can be given that should the parcels become delinquent due to unpaid Special Taxes, and be foreclosed upon and offered for sale for the amount of the delinquency, that any bid would be received for such property or, if a bid is received, that such bid would be sufficient to pay such delinquent Special Taxes.

Exposure Time. Exposure time is the length of time the subject property would have been exposed for sale in the market had it sold on the effective valuation date at the concluded market value.

Exposure time is always presumed to precede the effective date of the Appraisal. Based on the Appraiser’s review of recent sales transactions for similar properties and its analysis of supply and demand in the local land market, the Appraiser’s opinion was that the probable exposure time for the appraised property at the concluded market value stated previously is 12 months.

Marketing Time. Marketing time is an estimate of the amount of time it might take to sell a property at the concluded market value immediately following the effective date of value. As the Appraiser foresees no significant changes in market conditions in the near term, the Appraiser’s opinion was that a reasonable marketing period for the appraised property in bulk is likely to be the same as the exposure time. Accordingly, the Appraiser estimated the marketing period at 12 months.

No assurance can be given that a sale of the property in bulk by JMC Homes or Richmond American Homes could be achieved or attained over an extended period of time; real estate is cyclical in nature, and it is impossible to accurately forecast and project specific demand over a particular period. See “SPECIAL RISK FACTORS – Property Values and Property Development.” Limitations of Appraisal Valuation. Property values may not be evenly distributed throughout the District; thus, certain parcels may have a greater value than others. This disparity is significant because in the event of nonpayment of the Special Tax, the only remedy is to foreclose against the delinquent parcel.

No assurance can be given that the foregoing valuation can or will be maintained during the period of time that the 2022 Bonds are outstanding in that the City has no control over the market value of the property within the District or the amount of additional indebtedness that may be issued in the future by other public agencies, the payment of which, through the levy of a tax or an assessment, may be on a parity with the Special Taxes. See “–Overlapping Liens and Priority of Lien” below.

For a description of certain risks that might affect the assumptions made in the Appraisal, see “SPECIAL RISK FACTORS” herein.

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

Other public agencies whose boundaries overlap those of the District could, without the consent of the City and in certain cases without the consent of the owners of the land within the District, impose additional taxes or assessment liens on the land within the District. Property owners 49 can also voluntarily add Property Assessed Clean Energy (PACE) assessment liens on their property to finance energy efficiency improvements. The lien created on the land within the District through the levy of such additional taxes or assessments may be on a parity with the lien of the Special Tax.

In addition, construction loans may be obtained by JMC Homes or home loans may be obtained by ultimate homeowners. The deeds of trust securing such debt on property within the District, however, will be subordinate to the lien of the Special Tax. 50 Appraised Value to Lien Ratios by Development Status and Land Use. The following table sets forth appraised value, maximum special tax, allocable District debt, and average value to lien ratios by status of development, based on the status of development in the District as of May 1, 2022 (the Appraiser’s date of value), and on assumptions detailed therein.

Table 7
City of Roseville
Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) Value to Lien Ratios – By Development Status and Land Use Development Status(1)(2)/
Land Use(3)
No of
Parcels
Planned
Units(3)
Appraised
Value(4)
Assessed
Value (5)
FY 2021-22
Maximum
Facilities Tax (6)
Projected
FY 2021-22
Facilities Special
Tax Levy(7)*
Allocable
Debt
CFD
Bonds(8)(9)*
% Total
CFD
Bonded
Debt(9) *
Total
Direct &
Overlapping Debt*
Average
Value to
Lien
Ratios(8)*
Homes Completed & Sold (11)
LDR 412 412 $142,980,000 $99,248,059 $802,732 $802,732 $14,577,961 40.4% $14,577,961 16.62 MDR 164 164 46,110,000 32,895,946 284,030 284,030 5,158,113 14.3% 5,158,113 15.32 Subtotal 576 576 $189,090,000 $132,144,005 $1,086,762 $1,086,762 $19,736,074 54.7% $19,736,074 16.28 Homes Completed
LDR 11 11 $0 $4,122,262 $21,432 $21,432 $389,217 1.1% $389,217 10.59 MDR 4 4 530,000 1,013,049 6,927 6,927 125,808 0.3% 125,808 12.27 Subtotal 15 15 $530,000 $5,135,311 $28,359 $28,359 $515,025 1.4% $515,025 11.00 Homes Partially Completed (12)
LDR 32 32 $8,896,000 $0 $62,348 $62,348 $1,132,269 3.1% $1,132,269 7.86 MDR 57 57 14,820,000 0 98,718 98,718 1,792,759 5.0% 1,792,759 8.27 Subtotal 89 89 $23,716,000 $0 $161,066 $161,066 $2,925,028 8.1% $2,925,028 8.11 Final Map Lots (2)
LDR 71 71 $16,076,000 $0 $138,335 $138,335 2,512,222.00 7.0% 2,512,222 6.40 MDR 224 224 44,979,000 0 387,943 387,943 7,045,228 19.5% 7,045,228 6.38 Subtotal 295 295 $61,055,000 $0 $526,278 $526,278 $9,557,450 26.5% $9,557,450 6.39 Tentative lots (Annexation 3) (13)
LDR (Village FD-6) (13) 1 95 $14,440,000 $0 $185,096 $98,354 $3,361,423 9.3% $3,361,423 4.30 Total 976 1,070 $288,831,000 $137,279,316 $1,987,561 $1,900,819 $36,095,000 100.0% $36,095,000 11.81 Footnotes Follow on Next Page
51 * Preliminary, subject to change.
(1) Development status as of May 1, 2022 per Appraiser and JMC Homes. For the purposes of determining each parcel's development status for the District's FY 2022-23 Special Tax levy, any parcel for which a Final Small Lot Subdivision Map was recorded prior to May 1, 2022 is considered a Developed Parcel and shall be taxed at 100% of the Maximum Special Tax rate before any other taxable parcels are levied. Any parcel for which a Small Lot Tentative Map was approved prior to May 1, 2022 and which has not recorded a Small Lot Final Map by May 1, 2022 is considered a Tentative Map Parcel. (2) Status of subdivision lot recordation as of May 1, 2021 per JMC Homes (3) Land Use and planned number of residential lots per the Sierra Vista Specific Plan (4) Appraised Values as of May 1, 2002. A portion of the District parcels were not valued by the appraiser. Existing single-family homes showing a complete assessed value for both land and improvements were not appraised. Those parcels not appraised are instead valued above using assessed value. (5) Assessed Values. The District parcels which were not valued by the appraiser are instead valued using the assessed value. (6) Maximum Tax in this table refers to Maximum Annual Facilities Special Tax. (7) Special Tax and the Projected Special Tax Levy in this table refer to Special Facilities Tax (8) Represents the outstanding balance of the 2019 Bonds, the 2020 Bonds and 2021 Bonds together with the estimated par amount of $3,500,000* of the 2022 Bonds. (9) This table allocates the CFD Debt based upon each parcel's share of the District's FY 2022-23 Maximum Special Tax. (10) Overlapping debt liens of the District parcels as of ____ as summarized under the “Direct and Overlapping Tax and Assessment Debt” table in the overlapping debt report prepared by California Municipal Statistics, Inc. No direct charges related to PACE liens secured by Special Taxes were levied onto the District parcels in FY 2021-22. (11) Represents homes within the District held by individual homeowners as of May 1, 2022 per Appraiser and JMC Homes (12) A partially completed home represents a single family lot upon which a building permit has been issued together with construction towards the completion of either the structure's footings or more. (13) Represents all property within the District's Annexation No. 3.

Sources: Development Status - Appraiser and Developer; Land Use and Number of Units - Sierra Vista Specific Plan; Appraised Values - Integra Realty Resources, Inc.; Assessed Values - Placer County; Overlapping Debt - California Municipal Statistics, Inc, as compiled by Willdan Financial Services and Maximum Facilities Special Tax - Willdan Financial Services. 52 Appraised Value to Lien Ratio Categories. The appraised value of all taxable property within the District is $______. The principal amount of the direct and overlapping bonded debt in the District (including the Bonds) is $______*. Consequently, the estimated value of the taxable property within the District is approximately ___* times the principal amount of the direct and overlapping bonded debt. The following table sets forth the appraised value, maximum special tax, projected special tax levy and allocable District debt by value to lien ratio range categories.

Table 8
City of Roseville
Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) Average Value to Lien Ratio Categories
Value-toLien
Ratio Range
*
No. of
Parcels
No. of
Units(1)
Appraised
Value(2)
Assessed
Value (3)
FY 2022-23
Maximum
Tax (4)
Projected
FY 2022-23
Special Tax
Levy (5)
Allocable CFD
Bonds (6)(7) *
% of Total
CFD
Bonded
Debt (7)
Total
Direct &
Overlapping
Debt *
Average
Value to
Lien
Ratio *
20:1 to 20.99:1 1 1 $0 $724,982 $1,948 $1,948 $35,383 0.1% $35,383 20.49 15:1 to 19.99:1 409 409 189,620,000 56,934,416 774,588 774,588 14,066,867 39.0% 14,066,867 17.53 10:1 to 14.99:1 172 172 0 77,155,431 321,049 321,049 5,830,398 16.2% 5,830,398 13.23 9:1 to 9.99:1 2 2 0 674,324 3,897 3,897 70,767 0.2% 70,767 9.53 8:1 to 8.99:1 73 73 18,590,000 929,150 129,892 129,892 2,358,893 6.4% 2,358,893 8.27 7:1 to 7.99:1 21 21 5,126,000 510,075 40,916 40,916 743,051 2.1% 743,051 7.59 6:1 to 6.99:1 295 295 61,055,000 0 526,279 526,279 9,557,450 26.5% 9,557,450 6.39 5:1 to 5.99:1 1 1 0 184,850 1,948 1,948 35,384 0.1% 35,384 5.22 4:1 to 4.99:1 2 96 14,440,000 166,088 187,044 100,302 3,396,807 9.4% 3,396,807 4.30 Total 976 1,070 $288,831,000 $137,279,316 $1,987,561 $1,900,819 $36,095,000 100.0% $36,095,000 11.81 (1) Planned number of residential lots per the Sierra Vista Specific Plan (2) Appraised Values as of May 1, 2002. A portion of the District parcels were not valued by the appraiser. Existing single-family homes showing a complete assessed value for both land and improvements were not appraised. Those parcels not appraised are instead valued above using assessed value. (3) Assessed Values. The District parcels which were not valued by the appraiser are instead valued using the assessed value. (4) Maximum Tax in this table refers to Maximum Annual Facilities Special Tax. (5) Special Tax and the Projected Special Tax Levy in this table refer to Special Facilities Tax (6) Represents the outstanding balance of the 2019 Bonds, the 2020 Bonds and 2021 Bonds together with the estimated par amount of $3,500,000* of the 2022 Bonds. (7) This table allocates the CFD Debt based upon each parcel's share of the District's FY 2022-23 Maximum Special Tax. (8) Overlapping debt liens of the District parcels as of ____ as summarized under the “Direct and Overlapping Tax and Assessment Debt” table in the overlapping debt report prepared by California Municipal Statistics, Inc. No direct charges related to PACE liens secured by Special Taxes were levied onto the District parcels in FY 2021-22.

Sources: Appraised Value - Integra Realty Resources, Inc.; Assessed Values - Placer County; Overlapping Debt - California Municipal Statistics, Inc, as compiled by Willdan Financial Services and Maximum Special Facilities Tax - Willdan Financial Services. * Preliminary, subject to change.
.
53 Special Tax Collections and Delinquencies
Fiscal Year 2019-20 was the first year in which the Special Tax was levied in the District. The following table shows the collections of the Special Tax and delinquency information since Fiscal Year 2019-20.

Table 9
City of Roseville
Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) Historical Collections and Delinquencies
As of May 28, 2021(2) As of Each Fiscal Year End (2)(3) Fiscal Year (1)
Annual Special
Taxes Levied
No. of
Parcels
Levied
Amount
Delinquent (2)
No. of Parcels
Delinquent
Percent Levy
Delinquent
Remaining
Amount
Delinquent(1)
Remaining No.
of Parcels
Delinquent
Percent
Levy
Delinquent
2019-20 $686,521 265 $0 0 0.00% $0 0 0.00%
2020-21 $1,172,992 399 $832 1 0.07% $832 1 0.07%
2021-22
(1) Fiscal year 2019-20 was the District's first Special Tax levy. (2) Delinquent amounts and collections shown above do not include penalties, interest or fees. (3) Delinquency information as of June 15, 2020 for FY 2019-20 levy and May 18, 2021 for FY 2020-21 levy.

Source: Placer County Tax Collector, compiled by Willdan Financial Services. 54 Overlapping Liens and Priority of Lien
The principal of and interest on the Bonds are payable from the Special Tax authorized to be collected within the District, and payment of the Special Tax is secured by a lien on certain real property within the District. Such lien is co-equal to and independent of the lien for general taxes and any other liens imposed under the Act, regardless of when they are imposed on the property in the District. The imposition of additional special taxes, assessments and general property taxes will increase the amount of independent and co-equal liens which must be satisfied in foreclosure. The City, the County and certain other public agencies are authorized by the Act to form other community facilities districts and improvement areas and, under other provisions of State law, to form special assessment districts, either or both of which could include all or a portion of the land within the District.

Set forth below is an overlapping debt table showing the existing direct and overlapping bonded debt payable with respect to property within the District. This table has been prepared by California Municipal Statistics Inc. as of the date indicated, and is included for general information purposes only. Neither the City nor the Underwriter have reviewed the data for completeness or accuracy and make no representations in connection therewith. In addition to bonded debt, property in the District is also subject to special taxes authorized to be levied on behalf of the City’s Sierra Vista Community Facilities District No. 2 (Public Services) and Community Facilities District No. 3 (Municipal Services) for municipal services, which districts provide for escalating annual special taxes on taxable property. The Fiscal Year 2022-23 annual amount is $471.12 per single family lot for DF-10 and $526.71 per single family lot for all other parcels for CFD No. 2 and the Fiscal Year 2022-23 amounts are $508.02 per lot (low density)/$ 297.09 per lot (medium density) for CFD No. 3; the CFD No. 3 tax rates are subject to annual escalation up to 4% depending on the City’s public safety budget each year.
55 Table 10
City of Roseville
Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) Summary of Overlapping Debt
As of July 1, 2022
2021-22 Local Secured Assessed Valuation: $164,832,082
DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT: % Applicable Debt 7/1/22 Sierra Joint Community College District SFID No. 4 General Obligation Bonds 0.211% $ 334,023 Center Joint Unified School District General Obligation Bonds 5.700 5,293,125 City of Roseville Villages at Sierra Vista Community Facilities District No. 1 100.000 32,595,000 (1) TOTAL DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT $38,222,148 OVERLAPPING GENERAL FUND DEBT:

Placer County Certificates of Participation 0.183% $155,757 Placer County Office of Education Certificates of Participation 0.183 448 Sierra Joint Community College District Certificates of Participation 0.139 1,658 City of Roseville Certificates of Participation 0.608 107,256 Placer County Mosquito and Vector Control District Certificates of Participation 0.183 3,899 TOTAL OVERLAPPING GENERAL FUND DEBT $269,018
COMBINED TOTAL DEBT $38,491,166 (2)
Ratios to 2021-22 Assessed Valuation:

Direct Debt ($32,595,000).......................................................19.77% Total Direct and Overlapping Tax and Assessment Debt.........23.19% Combined Total Debt ...............................................................23.35% _______________
(1) Excludes the 2022 Bonds to be sold.
(2) Excludes tax and revenue anticipation notes, enterprise revenue, mortgage revenue and non-bonded capital lease obligations.

Source: California Municipal Statistics, Inc.

There can be no assurance that JMC Homes, its affiliates or any subsequent owner will not petition for the formation of other community facilities districts and improvement areas or for a special assessment district or districts and that parity special taxes or special assessments will not be levied by the County or some other public agency to finance additional public facilities; however, no other special districts are currently contemplated by the City or JMC Homes.

Private liens, such as deeds of trust securing loans obtained by JMC Homes, may be placed upon property in the District at any time. Under California law, the Special Taxes have priority over all existing and future private liens imposed on property subject to the lien of the Special Taxes. 56 Estimated Tax Burden on Single-Family Home
Based on current and estimated sales prices for the smallest floorplan for MDR and LDR homes provided by JMC Homes being planned for the ___ lots currently in the District, the Special Tax Administrator has projected that the overall tax burden for the smallest floorplan homes planned for the District will be approximately ___% and ___%, respectively, as shown in the following table.

The projected overall tax burden for larger floorplan homes is expected to be smaller, as a percentage of the projected assessed value of the homes.

Table 11
City of Roseville
Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) Projected Overall Tax Burden for Single-Family Residential Parcels Fiscal Year 2021-22
Land Use Designations
Net Taxable Value MDR
Value
LDR
Value
Projected Assessed Value - Representative Homes (1) $579,990 $1,149,990 Less: Homeowner's Exemption ($7,000) ($7,000)
Net Taxable Value $572,990 $1,142,990
Ad Valorem Property Taxes (2)
Base Property Tax 1.000000% $5,730 $11,430
Sierra Coll SFID #4 B&I 2018 Series A 0.002390% $14 $27 Sierra Coll SFID #4 B&I 2018 Series B 0.011452% $66 $131 Center Joint Unif B&I 0.169800% $973 $1,941
Center Joint Unif B&I 2008 Series 2020A 0.046100% $264 $527 Total Ad Valorem 1.229742% $7,046 $14,056
Parcel Charges, Special Taxes and Assessments (4) Charges Charges Placer Mosquito & Vector (5) $6 $6
City of Roseville, Villages of Sierra Vista CFD #1 (Public Facilities) (6)
$1,732 $1,948
City of Roseville, Sierra Vista CFD #2 (Public Services) (7) $527 $527 City of Roseville CFD #3 (Municipal Services) (8) $297 $508 Total Parcel Charges, Assessments, and Special Taxes $2,562 $2,989 Total Projected Taxes and Direct Charges
Total Effective Projected Tax Rate
_____________
(1) PENDING Representative new home prices from the "Ability to Pay" section of the Appraisal (2) Represents each individual FY 2021-22 Ad Valorem Tax Rate for Tax Rate Area 005-070, subject to change (3) Assumes no PACE related Special Taxes
(4) FY 2021-22 Charge
(5) Equal to the applicable Maximum Public Facilities Special Tax for FY 2022-23 (6) Equal to the applicable Maximum Public Services Special Tax for FY 2022-23 (7) Equal to the projected Maximum Municipal Services Special Tax for FY 2022-23 Sources: FY 2021-22 Ad Valorem Tax Rates by Tax Rates Area, and Placer Mosquito & Vector charges - Placer County; Representative Prices of new LDR and MDR homes - Integra Realty Resources, Inc.; Projected Maximum Special Tax Rates of CFD Nos. 1, 2 and 3 - Willdan Financial Services. 57 SPECIAL RISK FACTORS
The purchase of the 2022 Bonds described in this Official Statement involves a degree of risk that may not be appropriate for some investors. The following includes a discussion of some of the risks that should be considered before making an investment decision.

Limited Obligation of the City to Pay Debt Service
The City has no obligation to pay principal of and interest on the 2022 Bonds in the event Special Tax collections are delinquent, other than from amounts, if any, on deposit in the Reserve Fund or funds derived from the tax sale or foreclosure and sale of parcels on which levies of the Special Tax are delinquent, nor is the City obligated to advance funds to pay such debt service on the 2022 Bonds. The 2022 Bonds are not general obligations of the City but are limited obligations of the City and the District payable solely from the proceeds of the Special Tax and certain funds held under the Fiscal Agent Agreement, including amounts deposited in the Reserve Fund and investment income thereon, and the proceeds, if any, from the sale of property in the event of a foreclosure. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS.” Any tax for the payment of the 2022 Bonds will be limited to the Special Tax to be collected within the jurisdiction of the District.

Concentration of Ownership
A substantial portion of the land in the District is owned by single entities, JMC Homes and Richmond American Homes. Owners of property are not personally obligated to pay the Special Tax attributable to their property. Rather, the Special Tax is an obligation only against the parcel of property, secured by the amount which could be realized in a foreclosure proceeding against the property, and not by any promise of the owner to pay. If the value of the property is not sufficient, taking into account other obligations also constituting a lien against the property, the City, Fiscal Agent and owners of the 2022 Bonds have no recourse against the owner, such as filing a lawsuit to collect money.

Failure of JMC Homes, Richmond American Homes or any future owner of significant property subject to the Special Taxes in the District to pay installments of Special Taxes when due could cause the depletion of the Reserve Fund prior to reimbursement from the resale of foreclosed property or payment of the delinquent Special Tax and, consequently, result in the delinquency rate reaching a level that would cause an insufficiency in collection of the Special Tax to meet the District’s obligations on the 2022 Bonds. For a description of JMC Homes and Richmond American Homes, see “OWNERSHIP OF PROPERTY WITHIN THE DISTRICT.” In that event, there could be a delay or failure in payments on the 2022 Bonds. See “– Bankruptcy and Foreclosure Delays” below and “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Delinquent Payments of Special Tax; Covenant for Superior Court Foreclosure.” Appraised Values
The Appraisal summarized in APPENDIX B estimates the market value of the taxable property within the District. This market value is merely the present opinion of the Appraiser, and is subject to the assumptions and limiting conditions stated in the Appraisal. The City has not sought the present opinion of any other appraiser of the value of the taxed parcels. A different present opinion of value might be rendered by a different appraiser. 58 The opinion of value relates to sale by a willing seller to a willing buyer as of the date of valuation, each having similar information and neither being forced by other circumstances to sell or to buy. Consequently, the opinion is of limited use in predicting the selling price at a foreclosure sale, because the sale is forced and the buyer may not have the benefit of full information.

In considering the estimates of value evidenced by the appraisal, it should be noted that the appraisal is based upon a number of standard and special assumptions which affect the estimates as to value, in addition to hypothetical conditions, as set forth in the Appraisal (see APPENDIX B hereto). The improvements to be financed by the 2022 Bonds were not in place as of the date of inspection; thus, the value estimate is subject to a hypothetical condition (of such improvements being in place)
In addition, the opinion is a present opinion. It is based upon present facts and circumstances. Differing facts and circumstances may lead to differing opinions of value. The appraised market value is not evidence of future value because future facts and circumstances may differ significantly from the present.

No assurance can be given that any of the appraised property in the District could be sold in a foreclosure for the estimated market value contained in the Appraisal. Such sale is the primary remedy available to Bondowners if that property should become delinquent in the payment of Special Taxes.

Property Values and Property Development
The value of Taxable Parcels within the District is a critical factor in determining the investment quality of the 2022 Bonds. If a property owner defaults in the payment of the Special Tax, the District’s only remedy is to foreclose on the delinquent property in an attempt to obtain funds with which to pay the delinquent Special Tax. Land development and land values could be adversely affected by economic and other factors beyond the City’s control, such as: a general economic downturn; adverse judgments in future litigation that could affect the scope, timing or viability of development; relocation of employers out of the area; stricter land use regulations; shortages of water, electricity, natural gas or other utilities; destruction of property caused by earthquake, flood or other natural disasters; environmental pollution or contamination.

The Appraisal information included as APPENDIX B sets forth certain assumptions of the Appraiser in estimating the market value of the property within the District as of the date indicated.

No assurance can be given that the land values are accurate if these assumptions are incorrect or that the values will not decline in the future if one or more events, such as natural disasters or adverse economic conditions, occur. See “Appraised Values” above.

Neither the District, the Underwriter, nor the City has evaluated development risks. Since these are largely business risks of the type that property owners customarily evaluate individually, and inasmuch as changes in land ownership may well mean changes in the evaluation with respect to any particular parcel, the District is issuing the 2022 Bonds without regard to any such evaluation.

Thus, the creation of the District and the issuance of the 2022 Bonds in no way implies that the District, the Underwriter, or the City has evaluated these risks or the reasonableness of these risks.

The following is a discussion of specific risk factors that could affect the timing or scope of property development in the District or the value of property in the District. 59 Land Development. Land values are influenced by the level of development in the area in many respects.

First, undeveloped or partially developed land is generally less valuable than developed land and provides less security to the owners of the 2022 Bonds should it be necessary for the District to foreclose on undeveloped or partially developed property due to the nonpayment of Special Taxes.

Second, failure to complete development on a timely basis could adversely affect the land values of those parcels that have been completed. Lower land values would result in less security for the payment of principal of and interest on the 2022 Bonds and lower proceeds from any foreclosure sale necessitated by delinquencies in the payment of the Special Tax. See “VALUE OF PROPERTY WITHIN THE DISTRICT – Value to Special Tax Burden Ratios.” No assurance can be given that the proposed development within the District will be completed, and in assessing the investment quality of the 2022 Bonds, prospective purchasers should evaluate the risks of noncompletion.

JMC Homes and Richmond American Homes provide no assurances to the City that the project will be developed or that sources of financing that will actually be available will be sufficient to complete the currently projected development. JMC Homes and Richmond American Homes have no obligation to the City or to owners of the 2022 Bonds to complete their project.

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

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

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

Other natural disasters could include, without limitation, landslides, floods, droughts, wildfires or tornadoes. One or more natural disasters could occur and could result in damage to improvements of varying seriousness. Although the District is not in a high-risk area for landslides, floods, wildfires or tornadoes, natural disasters such as these are unpredictable and may occur anywhere throughout the State, with devastating consequences. The damage may entail significant repair or replacement costs and that repair or replacement may never occur either because of the cost, or because repair or replacement will not facilitate habitability or other use, or because other considerations preclude such repair or replacement. Under any of these circumstances there could be significant delinquencies in the payment of Special Taxes, and the value of the parcels may well depreciate.
60 Drought. California has been subject to droughts from time-to-time in the past. Although the City does not believe any future drought would impact development in the District, no assurances can be given in this regard.

The City employs a portfolio approach to its water supplies which includes the use of surface water, groundwater and recycled water. This portfolio approach is designed to provide a more reliable water supply. Surface water is the City’s primary water supply which is delivered from the Folsom Reservoir under contracts with the Bureau of Reclamation and the Placer County Water Agency. The City also uses groundwater to supplement its surface water supplies during emergency and drought conditions. These ground water wells are designated to accommodate Aquifer Storage and Recovery (ASR). The City’s ASR program allows for the storage of treated surface water in the groundwater basin through direct injection through the ASR wells. This water can be extracted later from the same wells for use during emergency or drought conditions. This water “banking” allows the City to use groundwater without significant impact to the ground water table when surface water supplies are limited. The City also uses recycled water generated from its wastewater treatment facilities for irrigation purposes in commercial landscaping, public rights-of way, parks and golf courses. The use of recycled water reduces the demand for treated water for these purposes and leaving more for domestic use. However, no assurance can be given that a future drought affecting homes in the District would not result in decreased values.

JMC Homes and the City indicate that the existing Development Agreement protects JMC Homes’s ability to access water for the project through an agreed upon water allocation. However, in the event that the City’s water supply is severely limited or cut off by virtue of future actions beyond its control resulting from ongoing or future drought conditions, development within the District may be delayed or even stopped. The Development Agreement provides that should the City need to restrict development it must do so City-wide and cannot single out the Villages at Sierra Vista property in restricting development activity. In turn, the anticipated diversity of land ownership within the District could also be reduced, making the owners of the 2022 Bonds more dependent upon JMC Homes’s or other owners of undeveloped land timely payment of the Special Taxes levied on undeveloped property. Furthermore, such an increased period of concentrated ownership of undeveloped land increases the potential negative impact of any bankruptcy or other financial difficulties experienced by JMC Homes, Richmond American Homes or successor owners. Any reduction or interruption in the water supply would also likely cause a reduction in the land value and thus a reduction in the security in the event of a need to foreclose on land within the District following a delinquency in the payment of Special Taxes.

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

Hazardous Substances. Any discovery of a hazardous substance detected on property within the District would affect the marketability and the value of some or all of the property in the District. In that event, the owners and operators of a parcel within the District may be required by law to remedy conditions of the parcel relating to releases or threatened releases of hazardous substances. The federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, sometimes referred to as “CERCLA” or the “Superfund Act,” is the most well-known and widely applicable of these laws. California laws with regard to hazardous substances are also applicable to property within the District and are as stringent as the federal laws. Under many of 61 these laws, the owner (or operator) is obligated to remedy a hazardous substance condition of property whether or not the owner (or operator) has anything to do with creating or handling the hazardous substance. The effect, therefore, should any of the parcels be contaminated by a hazardous substance is to reduce the marketability and value of the parcel by the costs of remedying the condition, because the purchaser, upon becoming owner, will become obligated to remedy the condition just as is the seller.

The values set forth in the Appraisal do not take into account the possible reduction in marketability and value of any of the parcels within the District by reason of the possible liability of the owner (or operator) for the remedy of a hazardous substance condition on a parcel. Although the City is not aware that the owner (or operator) of any of the property within the District has a current liability for a hazardous substance with respect to any of the parcels, it is possible that such liabilities do currently exist and that the City is not aware of them.

Further, it is possible that liabilities may arise in the future with respect to any of the parcels within the District resulting from the existence, currently, on the parcel of a substance presently classified as hazardous but which has not been released or the release of which is not presently threatened, or may arise in the future resulting from the existence, currently, on the parcel of a substance not presently classified as hazardous but which may in the future be so classified.

Further, such liabilities may arise not simply from the existence of a hazardous substance but from the method of handling it. All of these possibilities could significantly affect the value of a parcel within the District that is realizable upon a foreclosure sale.

Endangered and Threatened Species. It is illegal to harm or disturb any plants or animals in their habitat that have been listed as endangered species by the United States Fish & Wildlife Service under the Federal Endangered Species Act or by the California Fish & Game Commission under the California Endangered Species Act without a permit. Although JMC Homes believes that no federally listed endangered or threatened species would be affected by the proposed development within the District, other than any that are permitted by the entitlements already received (which allow for the impact of development and specify the mitigation required), the discovery of an endangered plant or animal could delay development of vacant property in the District or reduce the value of undeveloped property.

Levy and Collection of Special Taxes
General. The principal source of payment of principal of and interest on the 2022 Bonds is the proceeds of the annual levy and collection of the Special Tax against property within the District.

Limitation on Maximum Special Tax Rate. The annual levy of the Special Tax is subject to the Maximum Annual Facilities Special Tax rate authorized in the Special Tax Formula. The levy cannot be made at a higher rate even if the failure to do so means that the estimated proceeds of the levy and collection of the Special Tax, together with other available funds, will not be sufficient to pay debt service on the 2022 Bonds.

In addition to the Maximum Annual Facilities Special Tax rate limitation in the Special Tax Formula, Section 53321(d) of the Act provides that the special tax levied against any parcel for which an occupancy permit for private residential use has been issued may not be increased as a consequence of delinquency or default by the owner of any other parcel within a community facilities district by more than 10% above the amount that would have been levied in such Fiscal Year had there never been any such delinquencies or defaults. In cases of significant delinquency, these factors may result in defaults in the payment of principal of and interest on the 2022 Bonds. 62 No Relationship Between Property Value and Special Tax Levy. Because the Special Tax Formula is not based on property value, the levy of the Special Tax will rarely, if ever, result in a uniform relationship between the value of particular parcels of Taxable Property and the amount of the levy of the Special Tax against those parcels. Thus, there will rarely, if ever, be a uniform relationship between the value of the parcels of Taxable Property and their proportionate share of debt service on the 2022 Bonds, and certainly not a direct relationship.

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

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

Property Tax Delinquencies. Failure of the owners of Taxable Property to pay property taxes (and, consequently, the Special Tax), or delays in the collection of or inability to collect the Special Tax by tax sale or foreclosure and sale of the delinquent parcels, could result in a deficiency in the collection of Special Tax revenues. See “– Tax Delinquencies” below.

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

If sales or foreclosures of property are necessary, there could be a delay in payments to owners of the 2022 Bonds pending such sales or the prosecution of foreclosure proceedings and receipt by the City of the proceeds of sale if the Reserve Fund is depleted. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Delinquent Payments of Special Tax; Covenant for Superior Court Foreclosure.”
The ability of the City to collect interest and penalties specified by State law and to foreclose against properties having delinquent Special Tax installments may be limited in certain respects with regard to properties in which the Federal Deposit Insurance Corporation (the “FDIC”) has or obtains an interest. The FDIC would obtain such an interest by taking over a financial institution that has made a loan that is secured by property within the District. See “ – FDIC/Federal Government Interests in Properties” below.

Other laws generally affecting creditors’ rights or relating to judicial foreclosure may affect the ability to enforce payment of Special Taxes or the timing of enforcement of Special Taxes. For example, the Soldiers and Sailors Civil Relief Act of 1940 affords protections such as a stay in enforcement of the foreclosure covenant, a six-month period after termination of military service to redeem property sold to enforce the collection of a tax or assessment and a limitation on the interest 63 rate on the delinquent tax or assessment to persons in military service if the court concludes the ability to pay such taxes or assessments is materially affected by reason of such service.

FDIC/Federal Government Interests in Properties
General. The ability of the District to foreclose the lien of delinquent unpaid Special Tax installments may be limited with regard to properties in which the Federal Deposit Insurance Corporation (the “FDIC”), the Drug Enforcement Agency, the Internal Revenue Service, or other federal agency has or obtains an interest.

Federal courts have held that, based on the supremacy clause of the United States Constitution, in the absence of Congressional intent to the contrary, a state or local agency cannot foreclose to collect delinquent taxes or assessments if foreclosure would impair the federal government interest.

The supremacy clause of the United States Constitution reads as follows: “This Constitution, and the Laws of the United States which shall be made in Pursuance thereof; and all Treaties made, or which shall be made, under the Authority of the United States, shall be the supreme Law of the Land; and the Judges in every State shall be bound thereby, any Thing in the Constitution or Laws of any State to the contrary notwithstanding.”
This means that, unless Congress has otherwise provided, if a federal governmental entity owns a parcel that is subject to Special Taxes within the District but does not pay taxes and assessments levied on the parcel (including Special Taxes), the applicable state and local governments cannot foreclose on the parcel to collect the delinquent taxes and assessments.

Moreover, unless Congress has otherwise provided, if the federal government has a mortgage interest in the parcel and the District wishes to foreclose on the parcel as a result of delinquent Special Taxes, the property cannot be sold at a foreclosure sale unless it can be sold for an amount sufficient to pay delinquent taxes and assessments on parity with the Special Taxes and preserve the federal government’s mortgage interest. In Rust v. Johnson (9th Circuit; 1979) 597 F.2d 174, the United States Court of Appeal, Ninth Circuit held that the Federal National Mortgage Association (“FNMA”) is a federal instrumentality for purposes of this doctrine, and not a private entity, and that, as a result, an exercise of state power over a mortgage interest held by FNMA constitutes an exercise of state power over property of the United States.

Bankruptcy and Foreclosure Delays
The payment of the Special Tax and the ability of the District to foreclose the lien of a delinquent unpaid tax, as discussed in “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Delinquent Payments of Special Tax; Covenant for Superior Court Foreclosure,” may be limited by bankruptcy, insolvency or other laws generally affecting creditors’ rights or by the laws of the State of California relating to judicial foreclosure. The various legal opinions to be delivered concurrently with the delivery of the 2022 Bonds (including Bond Counsel’s approving legal opinion) will be qualified as to the enforceability of the various legal instruments by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights, by the application of equitable principles and by the exercise of judicial discretion in appropriate cases.

Although bankruptcy proceedings would not cause the Special Taxes to become extinguished, bankruptcy of a property owner could result in a delay in prosecuting superior court foreclosure proceedings and could result in the possibility of delinquent Special Tax installments not 64 being paid in full. Such a delay would increase the likelihood of a delay or default in payment of the principal of and interest on the 2022 Bonds. To the extent that property in the District continues to be owned by a limited number of property owners, the chances are increased that the Reserve Fund established for the 2022 Bonds could be fully depleted during any such delay in obtaining payment of delinquent Special Taxes. As a result, sufficient moneys would not be available in the Reserve Fund for transfer to the Bond Fund to make up shortfalls resulting from delinquent payments of the Special Tax and thereby to pay principal of and interest on the 2022 Bonds on a timely basis.

To the extent that bankruptcy or similar proceedings were to involve a large property owner, the chances would increase the likelihood that the Reserve Fund could be fully depleted during any resulting delay in receiving payment of delinquent Special Taxes. As a result, sufficient monies would not be available in the Reserve Fund for transfer to the Bond Fund to make up any shortfalls resulting from delinquent payments of the Special Tax and thereby to pay principal of and interest on the 2022 Bonds on a timely basis.

On July 30, 1992, the United States Court of Appeals for the Ninth Circuit issued its opinion in a bankruptcy case entitled In re Glasply Marine Industries. In that case, the court held that ad valorem property taxes levied by Snohomish County in the State of Washington after the date that the property owner filed a petition for bankruptcy were not entitled to priority over a secured creditor with a prior lien on that property. The court upheld the priority of unpaid ad valorem taxes imposed before the bankruptcy petition (the “pre-petition taxes”), but unpaid taxes imposed after the filing of the bankruptcy petition (“post-petition taxes”) were declared to be unsecured “administrative expenses” of the bankruptcy estate, and were therefore held to be payable from the bankruptcy estate only after payment of all secured creditors. As a result, the secured creditor of the property was able to foreclose on the property and retain all of the proceeds of the sale except for the amount of the pre-petition taxes.

According to the court’s ruling, as administrative expenses, post-petition taxes would have to be paid, but only if the debtor had sufficient assets not subject to other perfected security interests to do so. In certain circumstances, payment of such administrative expenses may also be allowed to be deferred. Once the property is transferred out of the bankruptcy estate (through foreclosure or otherwise) it would at that time again become subject to and would secure liens for then current and future ad valorem taxes.

Glasply was controlling precedent on bankruptcy courts in the State of California for several years subsequent to the date of the Ninth Circuit’s holding. Pursuant to state law, the lien date for general ad valorem property taxes levied in the State of California is the January 1 preceding the fiscal year for which the taxes are levied. Under the Glasply holding, a bankruptcy petition filing would have prevented the lien for general ad valorem property taxes levied in fiscal years subsequent to the filing of a bankruptcy petition from attaching and becoming a lien so long as the property was a part of the estate in bankruptcy. However, the Glasply holding was for the most part subsequently rendered inoperative with respect to the imposition of a lien for and the collection of ad valorem taxes by amendments to the federal Bankruptcy Code (Title 11 U.S.C.) which were part of the Bankruptcy Reform Act of 1994 (the “Bankruptcy Reform Act”) passed by Congress during the later part of 1994. The Bankruptcy Reform Act added a provision to the automatic stay section of the Bankruptcy Code which, pursuant to Section 362(b)(18) thereof, excepts from the Bankruptcy Code’s automatic stay provisions, “the creation of a statutory lien for an ad valorem property tax imposed by . . . a political subdivision of a state, if such tax comes due after the filing of the petition” by a debtor in bankruptcy court. The effect of this provision is to continue the secured interest of ad valorem taxes on real property (i.e., post-petition taxes) in effect during the period following the filing of a bankruptcy petition, including during the period bankruptcy proceedings are pending. 65 Without further clarification by the courts or Congress, the original rationale of the Glasply holding could, however, still result in the treatment of post-petition special taxes as “administrative expenses,” rather than as tax liens secured by real property, at least during the pendency of bankruptcy proceedings. This treatment might result from the fact that, although the lien of special taxes is of record from the date of the filing of a Notice of Special Tax Lien, the actual special tax is levied annually. As noted above, special taxes have a different lien date than the lien date for general ad valorem taxes in the State of California noted above. The lien of a Mello-Roos special tax attaches upon recordation of the notice of the special tax lien, as provided for in Section 53328.3 of the Act, as opposed to the annual January 1 lien date for general ad valorem taxes. Thus, in deciding whether the original Glasply ruling is applicable to a bankruptcy proceeding involving special taxes rather than general ad valorem property taxes, a court might consider the differences in the statutory provisions for creation of the applicable tax lien (general ad valorem or special tax) in determining whether there is a basis for post petition special taxes to be entitled to a lien on the property during pending bankruptcy proceedings. If a court were to apply Glasply to eliminate the priority of the special tax lien as a secured claim against property with respect to post-petition levies of the Special Taxes made against property owners within the District who file for bankruptcy, collections of the Special Taxes from such property owners could be reduced as the result of being treated as “administrative expenses” of the bankruptcy estate. Also, and most importantly, is the fact that the original holding in Glasply and the mitigation of that holding by the Bankruptcy Reform Act of 1994 both appear to be applicable only to general ad valorem taxes, and, therefore, the exemption from the automatic stay in Section 362(b)(18) discussed above may not be applicable to special taxes since they were not expressly mentioned or provided for in this section, nor defined to be included within the term “ad valorem taxes.”
Parity Taxes and Special Assessments; Private Debt
The City, the County and certain other public agencies are authorized by the Act to form other community facilities districts and improvement areas and, under other provisions of State law, to form special assessment districts, either or both of which could include all or a portion of the land within the District.

Property in the District is currently subject to certain overlapping tax and assessment liens, as shown in the overlapping debt statement. Property in the District is also subject to the special tax of two additional community facilities districts formed to fund services and known as the Sierra Vista Community Facilities District No. 2 (Public Services) and the City’s Community Facilities District No. 3 (Municipal Services). The property is not subject to any other special tax or assessment liens (other than the lien of the Special Tax). See “VALUE OF PROPERTY WITHIN THE DISTRICT – Estimated Tax Burden on Single Family Home.”
In addition, other governmental obligations may be authorized and undertaken or issued in the future, the tax, assessment or charge for which may become an obligation of one or more of the parcels of taxable property and may be secured by a lien on a parity with the lien of the Special Tax securing the 2022 Bonds. The principal of and interest on the 2022 Bonds are payable from the Special Tax authorized to be collected within the District, and payment of the Special Tax is secured by a lien on certain real property within the District. Such lien is co-equal to and independent of the lien for general taxes and any other liens imposed under the Act, regardless of when they are imposed on the property in the District. The imposition of additional special taxes, assessments and general property taxes will increase the amount of independent and co-equal liens which must be satisfied in foreclosure if unpaid. The City, the County and certain other public agencies are authorized by the Act to form other community facilities districts and improvement areas and, under 66 other provisions of State law, to form special assessment districts, either or both of which could include all or a portion of the land within the District. Although the Special Taxes will generally have priority over non-governmental liens on a parcel of taxable property, regardless of whether the nongovernmental liens were in existence at the time of the levy of the Special Tax or not, this result may not apply in the case of bankruptcy. See “– Bankruptcy and Foreclosure Delays” above.

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

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

The annual Special Tax will be billed and collected in two installments payable without penalty by December 10 and April 10. In the event such Special Taxes are not timely paid, moneys available to pay debt service on the 2022 Bonds becoming due on the subsequent respective March 1 and September 1 may be insufficient, except to the extent moneys are available in the Reserve Fund.

In the event of non-payment of Special Taxes, funds in the 2022 Reserve Account of the Reserve Fund, if available, may be used to pay principal of and interest on the 2022 Bonds. If funds in the 2022 Reserve Account of the Reserve Fund for the 2022 Bonds are depleted, the funds can be replenished from the proceeds of the levy and collection of the Special Tax that are in excess of the amount required to pay all amounts to be paid to the 2022 Bond holders pursuant to the Fiscal Agent Agreement. However, no replenishment from the proceeds of a Special Tax levy can occur as long as the proceeds that are collected from the levy of the Special Tax against property within the District at the maximum Special Tax rates, together with other available funds, remains insufficient to pay all such amounts. Thus it is possible that the 2022 Reserve Account of the Reserve Fund will be depleted and not be replenished by the levy of the Special Tax.

See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Delinquent Payments of Special Tax; Covenant for Superior Court Foreclosure” for a discussion of the provisions which apply, and procedures which the City is obligated to follow, in the event of delinquency in the payment of Special Taxes. See also “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Special Tax Methodology” for a discussion of a limitation imposed by the Act applicable to Special Tax increases on residential property.
67 No Acceleration Provisions
The 2022 Bonds do not contain a provision allowing for the acceleration of the 2022 Bonds in the event of a payment default or other default under the terms of the 2022 Bonds or the Fiscal Agent Agreement. Under the Fiscal Agent Agreement, a 2022 Bond holder is given the right for the equal benefit and protection of all 2022 Bond holders similarly situated to pursue certain remedies.

So long as the 2022 Bonds are in book-entry form, DTC will be the sole 2022 Bond holder and will be entitled to exercise all rights and remedies of 2022 Bond holders.

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

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

Any such initiative may affect the collection of fees, taxes and other types of revenue by local agencies such as the District. Subject to overriding federal constitutional principles, such collection may be materially and adversely affected by voter-approved initiatives, possibly to the extent of creating cash-flow problems in the payment of outstanding obligations such as the 2022 Bonds.

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

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

The Special Taxes and the issuance of special tax bonds of the District were each authorized by not less than a two-thirds vote of the landowners within the District who constituted the qualified electors at the time of such voted authorization. The District believes, therefore, that issuance of the 68 2022 Bonds does not require the conduct of further proceedings under the Mello-Roos Act, Proposition 218 or Proposition 26.

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

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

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

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

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

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

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

Moreover, Sections 53341 and 53359 of the Act establish a limited period of time in which special taxes levied under the Mello-Roos Act may be challenged by a third party:
53341. Any action or proceeding to attack, review, set aside, void, or annul the levy of a special tax or an increase in a special tax pursuant to [the Mello-Roos Act] shall be commenced within 30 days after the special tax is approved by the voters…. 53359. An action to determine the validity of bonds issued pursuant to [the MelloRoos Act] or the validity of any special taxes levied pursuant to [the Mello-Roos Act] 69 … shall …. be commenced within 30 days after the voters approve the issuance of the bonds or the special tax …
Section 53326(b) of the Mello-Roos Act defines the authorized voters for an election in which the special taxes will be levied on residential property: “Except as otherwise provided in subdivision (c), if at least 12 persons, who need not necessarily be the same 12 persons, have been registered to vote within the territory of the proposed community facilities district for each of the 90 days preceding the close of the protest hearing, the vote shall be by the registered voters of the proposed district, with each voter having one vote. Otherwise, the vote shall be by the landowners of the proposed district and each person who is the owner of land at the close of the protest hearing, or the authorized representative thereof, shall have one vote for each acre or portion of an acre of land that he or she owns within the proposed community facilities district not exempt from the special tax….”
Landowner voters approved the Special Taxes and the issuance of bonds for the District in compliance with all applicable requirements of the Mello-Roos Act in 2018. Therefore, pursuant to Sections 53341 and 53359 of the Mello-Roos Act, the statute of limitations period to challenge the validity of the special tax has expired. Because the San Diego Court expressly stated that it did not consider the facts presented by the District and because the period for challenging the Special Taxes has passed, the City believes the Special Taxes are valid and cannot be challenged.

Recent Changes in Tax Law
H.R. 1 of the 115th U.S. Congress, known as the “Tax Cuts and Jobs Act,” was enacted into law on December 22, 2017 (the “Tax Act”). The Tax Act makes significant changes to many aspects of the Code that could have an impact on future property development. The Tax Act reduces the amount of mortgage interest expense and state local income tax and property tax expense that individuals may deduct from their gross income for federal income tax purposes, which could increase the cost of home ownership within the District and could adversely affect the sale of homes in the District. However, neither the City nor home builders can predict the effect that the Tax Act may have on the cost of home ownership or the price of homes in the District, the rate at which homes in the District are sold to individual homeowners, or the ability or willingness of homeowners to pay special taxes or property taxes on Taxable Property within the District. The appraised values do not take into account any of the potential impacts of the Tax Act on home values or home sales in the District.

COVID-19 Pandemic
The ongoing COVID-19 coronavirus pandemic, and responses intended to slow its spread, may result in negative impacts to the homebuilding operations and sales of homes within the District.

In addition, no assurance can be given that the property tax payment dates will not be deferred in the future, which may cause a delay in the receipt of Special Tax Revenues by the City for the payment of the Bonds.

The COVID-19 outbreak is ongoing, and its duration and severity and economic effects are uncertain in many respects. Uncertain too are the additional actions that may be taken by federal, State and local governmental authorities to contain or mitigate the effects of the outbreak. Negative impacts on the collection of Special Taxes could occur because Special Tax payments are deferred, or some taxpayers may be unable to make their property and special tax payments. The negative impacts of COVID-19 and efforts to contain its spread may reduce or negatively affect the pace of development activity in the District, as well as home sales, home prices, property values and/or the 70 ability or willingness of property owners to pay Special Taxes levied upon their property, all of which could impact the City’s ability to pay debt service on the Bonds.

Cyber Security
The City, like many other public and private entities, relies on computer and other digital networks and systems to conduct its operations. As a recipient and provider of personal, private or other sensitive electronic information, the City is potentially subject to multiple cyber threats, including without limitation hacking, viruses, ransomware, malware and other attacks. No assurance can be given that the City’s efforts to manage cyber threats and attacks will be successful in all cases, or that any such attack will not materially impact the operations or finances of the City or the District, or the administration of the 2022 Bonds. The City is also reliant on other entities and service providers in connection with the administration of the 2022 Bonds, including without limitation the County tax collector for the levy and collection of Special Taxes, the Fiscal Agent, and the dissemination agent. No assurance can be given that the City, the District and these other entities will not be affected by cyber threats and attacks in a manner that may affect the Bond owners.

Potential Early Redemption of Bonds from Prepayments
Property owners within the District, including the Master Developer, the merchant builders and individual homeowners, are permitted to prepay their Special Tax obligation at any time. Such prepayments could also be made from the proceeds of bonds issued by or on behalf of an overlapping special assessment district or community facilities district. Such prepayments will result in a redemption of the Bonds on the interest payment date for which timely notice may be given under the Fiscal Agent Agreement following the receipt of the prepayment. The resulting redemption of Bonds that were purchased at a price greater than par could reduce the otherwise expected yield on such Bonds.

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

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

Article XIIIA exempts from the 1% tax limitation any taxes to repay indebtedness approved by the voters prior to July 1, 1978, and requires a vote of two-thirds of the qualified electorate to impose Special Taxes or any additional ad valorem, sales, or transaction taxes on real property. In addition, Article XIIIA requires the approval of two-thirds of all members of the State Legislature to change any State laws resulting in increased tax revenues. On June 3, 1986, California voters approved an amendment to Article XIIIA of the California Constitution to allow local governments and school districts to raise their property tax rates above the constitutionally mandated 1% ceiling for the purpose of paying off certain new general obligation debt issued for the acquisition or improvement of real property and approved by two-thirds of the votes cast by the qualified electorate. 71 If any such voter-approved debt is issued, it may be on a parity with the lien of the Special Tax on the parcels within the District.

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

CONTINUING DISCLOSURE
The City has covenanted for the benefit of owners of the 2022 Bonds to provide certain financial information and operating data relating to the District by not later than six and one-half months after the end of the City’s fiscal year (presently June 30) in each year (the “City Annual Report”) commencing with its report for the 2021-221 fiscal year (due January 15, 2023) and to provide notices of the occurrence of certain enumerated events.

JMC Homes has also covenanted for the benefit of owners of the 2022 Bonds to provide certain financial information and operating data relating to the property it or its affiliates owns in the District by not later than April 1st and October 1st of each year, beginning with the report due October 1, 2022 (the “Developer Periodic Reports”) and to provide notices of the occurrence of certain enumerated events. The obligation of JMC Homes to provide such information is in effect only so long as JMC Homes and its affiliates, or their successors, are collectively responsible for 20% or more of the Special Taxes, as described in the Developer Periodic Reports and JMC Homes’ undertaking includes a provision that if a portion of JMC Homes’ property which is responsible for such 20% is sold, the reporting obligation may be assumed by the new owner and JMC Homes’ obligations with respect to such property will be terminated, or if not so assumed, JMC Homes is to report such required information, as applicable to the transferee.

The City Annual Report and the Developer Periodic Reports and notices of listed events will be filed with the Municipal Securities Rulemaking Board. The covenants of the City have been made in order to assist the Underwriter in complying with Securities Exchange Commission Rule 15c2- 12(b)(5) (the “Rule”). The specific nature of the information to be contained in the Annual Report or the notices of listed events by the City and JMC Homes is summarized in “APPENDIX E — FORM OF CONTINUING DISCLOSURE UNDERTAKINGS.”
The City believes it currently is in material compliance with all of its continuing disclosure undertakings for the last five years. Notwithstanding the foregoing, in the last five years, the City has not in a timely manner filed all significant event notices of changes in the ratings of certain thenoutstanding obligations resulting from changes in ratings to the bond insurers who insured such obligations or the underlying rates for such obligations, including up to 365 days late. However, the City has submitted all undisclosed significant event notices of changes in ratings occuring during the last five years on all currently outstanding obligations. 72 [JMC Homes has represented to the City that, during the past five years, JMC Homes has been in material compliance with its continuing disclosure undertakings.] TO BE VERIFIED

UNDERWRITING
The 2022 Bonds were purchased through negotiation by Piper Sandler & Co., as underwriter (the “Underwriter”). The Underwriter agreed to purchase the 2022 Bonds at a price of $_____________ (which is equal to the par amount of the 2022 Bonds, plus/less a [net] original issue premium/discount of $_____________ and less the Underwriter’s discount of $_____________). The initial public offering prices set forth on the cover page hereof may be changed by the Underwriter. The Underwriter may offer and sell the 2022 Bonds to certain dealers and others at a price lower than the public offering prices set forth on the cover page hereof.

MUNICIPAL ADVISOR
The City has retained Hilltop Securities Inc., Encino, California, as registered municipal advisor (the “Municipal Advisor”) in connection with the issuance of the 2022 Bonds. The Municipal Advisor is not obligated to undertake, and has not undertaken to make, an independent verification or assume responsibility for the accuracy, completeness, or fairness of the information contained in this Official Statement. The fees of the Municipal Advisor are contingent upon the sale and delivery of the 2022 Bonds.

LEGAL OPINION
The validity of the 2022 Bonds and certain other legal matters are subject to the approving opinion of Jones Hall, a Professional Law Corporation, Bond Counsel. A complete copy of the proposed form of Bond Counsel opinion is contained in APPENDIX D to this Official Statement, and the final opinion will be made available to registered owners of the 2022 Bonds at the time of delivery.

The fees of Bond Counsel are contingent upon the sale and delivery of the 2022 Bonds.

TAX MATTERS
Federal Tax Status. In the opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel, subject, however to the qualifications set forth below, under existing law, the interest on the 2022 Bonds is excluded from gross income for federal income tax purposes and such interest is not an item of tax preference for purposes of the federal alternative minimum tax.

The opinions set forth in the preceding paragraph are subject to the condition that the City comply with all requirements of the Internal Revenue Code of 1986, as amended (the “Tax Code”) relating to the exclusion from gross income for federal income tax purposes of interest on obligations such as the 2022 Bonds. The City has made certain representations and covenants in order to comply with each such requirement. Inaccuracy of those representations, or failure to comply with certain of those covenants, may cause the inclusion of such interest in gross income for federal income tax purposes, which may be retroactive to the date of issuance of the 2022 Bonds.

Tax Treatment of Original Issue Discount and Premium. If the initial offering price to the public at which a 2022 Bond is sold is less than the amount payable at maturity thereof, then such 73 difference constitutes “original issue discount” for purposes of federal income taxes and State of California personal income taxes. If the initial offering price to the public at which a 2022 Bond is sold is greater than the amount payable at maturity thereof, then such difference constitutes “original issue premium” for purposes of federal income taxes and State of California personal income taxes.

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

Under the Tax Code, original issue discount is treated as interest excluded from federal gross income and exempt from State of California personal income taxes to the extent properly allocable to each owner thereof subject to the limitations described in the first paragraph of this section. The original issue discount accrues over the term to maturity of the 2022 Bond on the basis of a constant interest rate compounded on each interest or principal payment date (with straight-line interpolations between compounding dates). The amount of original issue discount accruing during each period is added to the adjusted basis of such 2022 Bonds to determine taxable gain upon disposition (including sale, redemption, or payment on maturity) of such 2022 Bond. The Tax Code contains certain provisions relating to the accrual of original issue discount in the case of purchasers of the 2022 Bonds who purchase the 2022 Bonds after the initial offering of a substantial amount of such maturity. Owners of such 2022 Bonds should consult their own tax advisors with respect to the tax consequences of ownership of 2022 Bonds with original issue discount, including the treatment of purchasers who do not purchase in the original offering, the allowance of a deduction for any loss on a sale or other disposition, and the treatment of accrued original issue discount on such 2022 Bonds under federal individual alternative minimum taxes.

Under the Tax Code, original issue premium is amortized on an annual basis over the term of the 2022 Bond (said term being the shorter of the 2022 Bond’s maturity date or its call date). The amount of original issue premium amortized each year reduces the adjusted basis of the owner of the 2022 Bond for purposes of determining taxable gain or loss upon disposition. The amount of original issue premium on a 2022 Bond is amortized each year over the term to maturity of the 2022 Bond on the basis of a constant interest rate compounded on each interest or principal payment date (with straight-line interpolations between compounding dates). Amortized 2022 Bond premium is not deductible for federal income tax purposes. Owners of premium 2022 Bonds, including purchasers who do not purchase in the original offering, should consult their own tax advisors with respect to State of California personal income tax and federal income tax consequences of owning such 2022 Bonds.

California Tax Status. In the further opinion of Bond Counsel, interest on the 2022 Bonds is exempt from California personal income taxes.

Other Tax Considerations. Current and future legislative proposals, if enacted into law, clarification of the Tax Code or court decisions may cause interest on the 2022 Bonds to be subject, directly or indirectly, to federal income taxation or to be subject to or exempted from state income taxation, or otherwise prevent beneficial owners from realizing the full current benefit of the tax status of such interest. The introduction or enactment of any such legislative proposals, clarification of the Tax Code or court decisions may also affect the market price for, or marketability of, the 2022 Bonds.

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

The opinions expressed by Bond Counsel are based upon existing legislation and regulations as interpreted by relevant judicial and regulatory authorities as of the date of such opinion, and Bond Counsel has expressed no opinion with respect to any proposed legislation or as to the tax treatment of interest on the 2022 Bonds, or as to the consequences of owning or receiving interest on the 2022 Bonds, as of any future date. Prospective purchasers of the 2022 Bonds should consult their own 74 tax advisors regarding any pending or proposed federal or state tax legislation, regulations or litigation, as to which Bond Counsel expresses no opinion.

Owners of the 2022 Bonds should also be aware that the ownership or disposition of, or the accrual or receipt of interest on, the 2022 Bonds may have federal or state tax consequences other than as described above. Other than as expressly described above, Bond Counsel expresses no opinion regarding other federal or state tax consequences arising with respect to the 2022 Bonds, the ownership, sale or disposition of the 2022 Bonds, or the amount, accrual or receipt of interest on the 2022 Bonds.

NO RATINGS
The City has not applied to a rating agency for the assignment of a rating to the 2022 Bonds and does not contemplate applying for a rating.

NO LITIGATION
At the time of delivery of and payment for the 2022 Bonds, the City Attorney will deliver his opinion that to the best of its knowledge there is no action, suit, proceeding, inquiry or investigation at law or in equity before or by any court or regulatory agency pending against the City affecting its existence or the titles of its officers to office or seeking to restrain or to enjoin the issuance, sale or delivery of the 2022 Bonds, the application of the proceeds thereof in accordance with the Fiscal Agent Agreement, or the collection or application of the Special Tax to pay the principal of and interest on the 2022 Bonds, or in any way contesting or affecting the validity or enforceability of the 2022 Bonds, the Fiscal Agent Agreement or any action of the City contemplated by any of said documents, or in any way contesting the completeness or accuracy of this Official Statement or any amendment or supplement thereto, or contesting the powers of the City or its authority with respect to the 2022 Bonds or any action of the City contemplated by any of said documents. 75 EXECUTION
The execution and delivery of this Official Statement by the City has been duly authorized by the City Council on behalf of the District.

CITY OF ROSEVILLE
By:

Assistant City Manager/
Chief Financial Officer
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APPENDIX A

RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX
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APPENDIX B

THE APPRAISAL
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APPENDIX C

THE CITY OF ROSEVILLE AND PLACER COUNTY
The District is located in the City of Roseville (the “City”), which is located in southwestern Placer County (the “County”), California (the “State”). Certain financial and economic data for the City, County and State are presented in this appendix for information purposes only. The 2022 Bonds are not a debt or obligation of the City, County or State, but are a limited obligation of the City, secured solely by the Special Tax Revenues and other amounts pledged under the Fiscal Agent Agreement, all as described in more detail in this Official Statement.

General
The City is located in Placer County, which is located in the Sacramento Valley near the foothills of the Sierra Nevada mountain range, about 16 miles northeast of Sacramento and 110 miles east of San Francisco. The City presently occupies 43 square miles in the southwestern part of the County and is the largest city in the County as well as the residential and business center of the County. It is bordered by Sacramento County to the south, the City of Rocklin to the north and un-incorporated Placer County to the east and west. The estimated population of the City as of January 1, 2022 was approximately 151,034.

The City has warm summers typical of central California, with an average July temperature of 77 degrees. Winter temperatures are moderate; the average January temperature is 46 degrees. The temperature drops below freezing an average of eight days per year. Rainfall averages 20 inches annually and falls mostly during the winter.

The City is predominately comprised of residential housing, small and large businesses, as well as numerous retail centers, the latter of which play a vital role in the economy of the City and contribute significantly to City and County sales tax receipts. The City has the thirteenth highest retail sales of all cities in the State, and the City is considered a regional shopping destination. The Westfield Galleria at Roseville is the main shopping center in the City and the second largest shopping mall in Northern California. Across from the Westfield Galleria lies the “Fountains at Roseville,” a 330,000 square foot retail center, containing additional stores and several recreation centers. Plans call for future construction of hotel, additional retail, and office buildings in connection with the Fountains at Roseville project. In addition to the Westfield Galleria and Fountains at Roseville, the City has many shopping plazas surrounding the Westfield Galleria and the Douglas Boulevard financial corridor. The City is also home to one of the largest auto malls in the United States and a popular water park, Roseville Golfland-SunSplash.

Municipal Government
The City was incorporated on April 10, 1909 and is a charter city. The City operates under the council-manager form of government, with a five-member City Council elected at large for staggered four-year terms. At each election, the council member receiving the most votes is appointed mayor pro-tempore for two years and becomes mayor for the final two years.

City services include, among others, police and fire protection, library services, street maintenance, and parks and recreation. The City also owns two golf courses and provides its own electricity, water, sewer and refuse services to its citizens.

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Population
The following table sets forth population estimates for the City, County and State for the past five years.

POPULATION ESTIMATES
City, County and State
Calendar Years 2018 through 2022, as of January 1
Year
City of
Roseville Placer County State of California
2018 137,983 389,387 39,586,646
2019 141,299 395,978 39,695,376
2020 147,245 404,739 39,538,223
2021 148,794 407,517 39,303,157
2022 151,034 409,025 39,185,605
Source: California State Department of Finance.

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

EFFECTIVE BUYING INCOME (EBI)
City, County, State and United States
As of January 1, 2018 through 2022
Year Area
Total Effective
Buying Income
(000’s Omitted)
Median
Household
Effective Buying
Income
2018 City of Roseville $4,470,762 $70,438
Placer County 12,967,927 69,226
California 1,113,648,181 59,646
United States 8,640,770,229 50,735
2019 City of Roseville $4,981,208 $75,784
Placer County 14,736,480 74,797
California 1,183,264,399 62,637
United States 9,017,967,563 52,841
2020 City of Roseville $4,834,974 $72,395
Placer County 14,333,583 72,431
California 1,243,564,816 65,870
United States 9,487,165,436 55,303
2021 City of Roseville $4,126,395 $66,668
Placer County 12,122,101 65,269
California 1,036,142,723 55,681
United States 8,132,748,136 48,043
2022 City of Roseville $6,165,433 $87,539
Placer County 18,491,490 88,051
California 1,452,426,153 77,058
United States 11,208,582,541 64,448
Source: The Nielsen Company (US), Inc for years 2018; Claritas, LLC for 2019 through 2022.

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Employment and Industry
The unemployment rate in the Sacramento--Roseville--Arden-Arcade MSA was 3.7 percent in March 2022, down from a revised 4.4 percent in February 2022, and below the yearago estimate of 7.6 percent. This compares with an unadjusted unemployment rate of 4.2 percent for California and 3.8 percent for the nation during the same period. The unemployment rate was

3.3 percent in El Dorado County, 2.8 percent in Placer County, 4.0 percent in Sacramento County, and 3.7 percent in Yolo County.

The following table summarizes the civilian labor force, employment and unemployment, as well as employment by industry, in the Sacramento--Arden-Arcade--Roseville MSA for the years 2017 through 2021.

CIVILIAN LABOR FORCE, EMPLOYMENT AND UNEMPLOYMENT
Sacramento Arden Arcade Roseville Metropolitan Statistical Area (El Dorado, Placer, Sacramento, and Yolo Counties)
Civilian Labor Force, Employment and Unemployment
Annual Averages
(March 2021 Benchmark)
2017 2018 2019 2020 2021
Civilian Labor Force (1) 1,074,000 1,088,300 1,100,800 1,091,700 1,099,300 Employment 1,024,800 1,046,900 1,060,300 994,000 1,028,800 Unemployment 49,200 41,500 40,500 97,700 70,500
Unemployment Rate 4.6% 3.8% 3.7% 9.0% 6.4%
Wage and Salary Employment (2)
Agriculture 9,800 9,100 8,700 8,300 9,000
Mining and Logging 400 500 500 600 700
Construction 58,700 64,500 69,400 70,200 74,100
Manufacturing 35,700 36,000 36,800 36,100 37,500
Wholesale Trade 26,500 28,400 28,600 26,500 26,400
Retail Trade 101,400 102,000 100,500 95,200 101,100
Transportation, Warehousing and Utilities 27,400 29,500 32,200 34,300 37,100 Information 12,600 12,400 11,900 10,200 10,000
Finance and Insurance 37,400 36,700 35,200 34,800 34,300 Real Estate and Rental and Leasing 15,200 16,800 17,300 16,900 17,400 Professional and Business Services 132,400 136,000 137,200 132,500 136,700 Educational and Health Services 153,600 159,800 166,600 164,000 168,400 Leisure and Hospitality 103,300 106,200 109,600 83,900 92,800 Other Services 33,000 34,200 35,400 31,000 32,600
Federal Government 14,200 14,100 14,200 14,800 14,500
State Government 118,400 120,400 121,900 121,700 126,800 Local Government 102,600 103,500 105,300 98,900 98,000
Total, All Industries (3) 982,500 1,009,900 1,031,300 979,700 1,017,200 (1) Labor force data is by place of residence; includes self-employed individuals, unpaid family workers, household domestic workers, and workers on strike.
(2) Industry employment is by place of work; excludes self-employed individuals, unpaid family workers, household domestic workers, and workers on strike.
(3) Totals may not add due to rounding.

Source: State of California Employment Development Department.

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Major Employers
The following table lists the major employers within the County, in alphabetical order.

MAJOR EMPLOYERS
Placer County
(In Alphabetical Order)
May 2022
Employer Name Location Industry
Aerojet Rocketdyne Inc Rancho Cordova Aerospace Industries (mfrs) Agreeya Solutions Inc Folsom Information Technology Services AMPAC FINE CHEMICALS LLC Rancho Cordova Electronic Equipment & Supplies-Mfrs Apple Distribution Ctr Elk Grove Distribution Centers (whls) California Department-Crrctns Sacramento Insurance Agents Brokers & Service California State Univ Scrmnt Sacramento Schools-Universities & Colleges Academic Corrections Department Sacramento State Govt-Correctional Institutions Dept of Transportation In Ca Sacramento Government Offices-State Disabled American Veterans Sacramento Veterans' & Military Organizations Employment Development Dept Sacramento Outplacement Consultants Environmental Protection Agcy Sacramento State Govt-Air/Water/Solid Waste Management Intel Corp Folsom Semiconductor Devices (mfrs)
Kaiser Permanente South Sacramento Hospitals
L A Care Health Plan Sacramento Health Plans
Mercy General Hospital Sacramento Hospitals
Mercy San Juan Medical Ctr Carmichael Hospitals
Sacramento Bee Sacramento Newspapers (publishers/Mfrs)
Sacramento Municipal Utility Sacramento Utility Contractors Sacramento Municipal Utility Sacramento Electric Contractors Securitas Security Svc USA Sacramento Security Guard & Patrol Service State Compensation Ins Fund Sacramento Insurance
Summit Funding Inc Sacramento Real Estate Loans
Sutter Medical Ctr-Sacramento Sacramento Hospitals
Villara Building Systems Mcclellan Building Contractors Water Resource Dept Sacramento Government Offices-State Source: State of California Employment Development Department, extracted from the America’s Labor Market Information System (ALMIS) Employer Database, 2022 2nd Edition.

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Principal Employers
The following table shows the principal employers in the City, as shown in the City’s Comprehensive Annual Financial Report for fiscal year ending June 30, 2021.

PRINCIPAL EMPLOYERS
City of Roseville
As of June 30, 2021
Employer
Number of
Employees
The Permanente Medical Group & Foundation Group 5,200
Hewlett Packard 100
Sutter Roseville Medical Group 2,202
Union Pacific Railroad Company 1,150
Roseville City School District 1,133
Roseville Joint Union High School 1,005
City of Roseville 1,896
PRIDE Industries 1,062
Adventists Health 1,320
Top Golf 450
Total – Top Ten 15,518
Total City-Wide Employment 92,281
Source: City of Roseville Comprehensive Annual Financial Report for Fiscal Year 2020-21.

Construction Permits
The following table shows valuations of residential and non-residential building permits issued for calendar years 2016 through 2020. Annual figures are not yet available for 2021.

BUILDING PERMIT VALUATION
City of Roseville
(Valuation in Thousands of Dollars)
2016 2017 2018 2019 2020
Permit Valuation
New Single-family $242,272.7 $322,386.5 $220,8.113.8 $265,615.3 $322,748.5 New Multi-family 5,900.3 51,882.2 0.0 6,855.8 46,469.0
Res. Alterations/Additions 7,518.4 7,283.3 8,598.7 16,133.8 5,126.3 Total Residential 255,691.4 381,552.0 229,412.5 288,604.9 374,343.8 New Commercial 27,783.7 81,544.8 21,072.5 24,136.7 23,230.8 New Industrial 0.0 0.0 0.0 0.0 0.0
New Other 18,126.2 8,356.1 11,541.4 9,358.1 12,610.6
Com. Alterations/Additions 32,621.0 51,836.3 38,098.5 46,155.6 24,553.9 Total Nonresidential 78,530.9 141,737.2 70,712.4 79,650.4 60,395.3 New Dwelling Units
Single-Family 862 1,201 806 1,001 1,226
Multiple Family 58 486 0 65 372
Total New Dwelling Units 920 1,687 806 1,066 1,598
Source: Construction Industry Research Board, Building Permit Summary.

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The County’s 2021-22 assessment roll totaled $89,326,713,518 as compared to the prior year’s assessment roll of $84,363,765,321, which reflected a 5.88% increase this year. These numbers over the last two years contrast with the real estate decline years of 2008 and after, where the County assessment roll experienced declines.

The following table shows residential and non-residential building permits issued within the County for calendar years 2016 through 2020. Annual figures are not yet available for 2021.

BUILDING PERMIT VALUATION
County of Placer
(Valuation in Thousands of Dollars)
2016 2017 2018 2019 2020
Permit Valuation
New Single-family $776,410.8 $771,800.5 $696,737.4 $693,647.7 $827,822.1 New Multi-family 42,395.7 92,565.5 23,384.7 7,896.7 72,442.8 Res. Alterations/Additions 79,543.6 89,429.2 99,341.6 86,964.2 52,440.8 Total Residential 898,350.1 953,795.2 819,463.7 788,508.6 952,705.7 New Commercial 84,953.2 138,544.8 90,424.4 73,609.7 58,855.0 New Industrial 535.1 0.0 7,956.4 268.7 25.0
New Other 90,958.7 57,356.4 68,208.3 110,951.1 76,576.0 Com. Alterations/Additions 64,524.2 94,058.6 84,271.0 78,159.7 49,149.7 Total Nonresidential 240,971.2 289,959.8 250,860.1 262,989.2 184,605.7 New Dwelling Units
Single-Family 2,102 2,500 1,963 2,080 2,552
Multiple Family 322 782 19 71 540
Total New Dwelling Units 2,342 3,282 1,982 2,151 3,092
Source: Construction Industry Research Board, Building Permit Summary.

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

The total taxable sales during calendar year 2021 in the City were reported to be $5,613,855,999, a 26.22% increase from the total taxable sales of $4,447,803,309 reported during calendar year 2020.

TAXABLE TRANSACTIONS
City of Roseville
Calendar Years 2017 through 2021
(Dollars in Thousands)
Retail Stores Total All Outlets
Number
of Permits
Taxable
Transactions
Number
of Permits
Taxable
Transactions
2017 3,715 $3,915,184 5,257 $4,642,069
2018 3,705 4,048,870 5,393 4,767,160
2019 3,748 4,021,058 5,578 4,889,702
2020 3,912 3,692,180 5,968 4,425,817
2021 3,623 4,798,530 5,602 5,613,856
Source: State Department of Tax and Fee Administration.

The total taxable sales during calendar year 2021 in the County were reported to be $12,617,738,723, a 21.55% increase over the total taxable sales of $10,380,854,256 reported during calendar year 2020.

TAXABLE TRANSACTIONS
Placer County
Calendar Years 2017 through 2021
(Dollars in Thousands)
Retail Stores Total All Outlets
Number
of Permits
Taxable
Transactions
Number
of Permits
Taxable
Transactions
2017 8,713 $7,194,952 13,365 $9,428,862
2018 8,717 7,724,326 13,794 9,909,906
2019 8,771 7,943,537 14,193 10,341,805
2020 9,165 7,931,068 15,141 10,319,123
2021 8,130 9,627,064 13,720 12,617,739
Source: State Department of Tax and Fee Administration.

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Transportation
The transportation network in and around the City is an integral part of its development.

Centrally located in the State, the area is the hub of several major highways. Interstate 80 runs through the City, connecting San Francisco to New York. Highway 65 runs north through the City, from I-80 to Lincoln and Marysville. Interstate 5, which is west of the City, runs north to Seattle and south to Los Angeles.

Union Pacific Railroad bought Southern Pacific in 1996 and the J.R. Davis Yard, located in Roseville, is the largest rail facility on the West Coast. Union Pacific owns and operates track in 23 states, primarily west of the Mississippi River. Amtrak provides passenger service daily to San Francisco and San Jose, and the California Zephyr connects the County to the Midwest and Chicago.

Greyhound operates a station in the City, providing interstate destination services.

Greyhound also operates throughout the County, with bus depots or regularly scheduled stops in most of the communities along major highways and roads.

Sacramento International Airport serves the Roseville area. Served by ten major carriers and several commuter airlines, as well as air-freight carriers, the airport handles passenger flights to over 140 cities with more than 130 scheduled departures per day and 4.3 million passengers annually. Nearby Auburn Municipal Airport serves charter and private aircraft for coastal, state and transcontinental flights. Executive air service is available as well. Auburn Municipal has an elevation of 1,520 feet and an east/west runway 3,100 feet in length.

Several trucking companies serve the City, ranging from interstate lines to local haulers, and transporting a wide variety of goods. United Parcel Service, with a distribution center in Rocklin, offers freight transportation services as well.

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APPENDIX D

FORM OF OPINION OF BOND COUNSEL
[Closing Date]
City Council
City of Roseville
311 Vernon Street
Roseville, California 95678
OPINION: $__________ City of Roseville Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) Special Tax Bonds Series 2022 Members of the City Council:

We have acted as bond counsel to the City of Roseville (the “City”) in connection with the issuance by the City of the $__________ City of Roseville Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) Special Tax Bonds Series 2022 (the “Bonds”), pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, constituting Section 53311, et seq. of the California Government Code (the “Act”) and a Fiscal Agent Agreement dated as of July 1, 2019, as supplemented and amended by a Supplemental Agreement No. 1 to Fiscal Agent Agreement dated as of July 1, 2020, a Supplemental Agreement No. 2 to Fiscal Agent Agreement dated as of August 1, 2021 and a Supplemental Agreement No. 3 to Fiscal Agent Agreement dated as of _________1, 2022 (collectively, the “Fiscal Agent Agreement”), by and between the City, on behalf of the City of Roseville Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities), and The Bank of New York Mellon Trust Company, N.A., as fiscal agent. We have examined the law and such certified proceedings and other papers as we deem necessary to render this opinion.

As to questions of fact material to our opinion, we have relied upon representations of the City contained in the Fiscal Agent Agreement, and in the certified proceedings and other certifications of public officials furnished to us, without undertaking to verify the same by independent investigation.

Based upon the foregoing, we are of the opinion, under existing law, as follows:

1. The City is duly created and validly existing as a public body, corporate and politic, with the power to adopt the resolution authorizing the issuance of the Bonds, enter into the Fiscal Agent Agreement and perform the agreements on its part contained therein, and to issue the Bonds.

2. The Bonds have been duly authorized, executed and delivered by the City and are valid and binding limited obligations of the City, payable solely from the sources provided therefor in the Fiscal Agent Agreement.

D-2

3. The Fiscal Agent Agreement has been duly authorized, executed and delivered by the City and constitutes a valid and binding obligation of the City enforceable upon the City.

4. Pursuant to the Act, the Fiscal Agent Agreement creates a valid lien on the funds pledged by the Fiscal Agent Agreement.

5. The interest on the Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax.

The opinions set forth in the preceding sentence are subject to the condition that the City comply with all requirements of the Internal Revenue Code of 1986, as amended, relating to the exclusion from gross income for federal income tax purposes of interest on obligations such as the Bonds.

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

6. The interest on the Bonds is exempt from personal income taxation imposed by the State of California.

We express no opinion regarding any other tax consequences arising with respect to the ownership, sale or disposition of, or the amount, accrual or receipt of interest on, the Bonds.

The rights of the owners of the Bonds and the enforceability of the Bonds are limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally, and by equitable principles, whether considered at law or in equity.

This opinion is given as of the date hereof, and we assume no obligation to revise or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention, or any changes in law that may hereafter occur. Our engagement with respect to this matter has terminated as of the date hereof.

Respectfully submitted,
A Professional Law Corporation
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APPENDIX E

FORMS OF CONTINUING DISCLOSURE UNDERTAKINGS

CONTINUING DISCLOSURE CERTIFICATE
(City)
This CONTINUING DISCLOSURE CERTIFICATE (this “Disclosure Certificate”) dated as of ___________ 1, 2022, is executed and delivered by the CITY OF ROSEVILLE (the “City”) in connection with the execution and delivery of its City of Roseville Villages at Sierra Vista 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 July 1, 2019, as supplemented and amended by a Supplemental Agreement No. 1 to Fiscal Agent Agreement dated as of July 1, 2020, a Supplemental Agreement No. 2 to Fiscal Agent Agreement dated as of August 1, 2021 and a Supplemental Agreement No. 3 to Fiscal Agent Agreement dated as of _________1, 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 District covenants and agrees as follows:

Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the City for the benefit of the holders and beneficial owners of the Bonds and in order to assist the Participating Underwriter in complying with S.E.C. Rule 15c2- 12(b)(5).

Section 2. Definitions. In addition to the definitions set forth above and in the Fiscal Agent Agreement, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section 2, the following capitalized terms shall have the following meanings:
“Annual Report” means any Annual Report provided by the City pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. “Annual Report Date” means the date that is six and one-half months after the end of the City’s fiscal year (currently January 15 based on the City’s fiscal year end of June 30). “Dissemination Agent” means Willdan Financial Services, or any successor Dissemination Agent designated in writing by the City and which has filed with the City a written acceptance of such designation.
“Listed Events” means any of the events listed in Section 5(a) of this Disclosure Certificate. “MSRB” means the Municipal Securities Rulemaking Board, which has been designated by the Securities and Exchange Commission as the sole repository of disclosure information for purposes of the Rule, or any other repository of disclosure information that may be designated by the Securities and Exchange Commission as such for purposes of the Rule in the future. “Official Statement” means the final official statement executed by the City in connection with the issuance of the Bonds.

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“Participating Underwriter” shall mean any of the original underwriters of the Bonds. “Rule” means Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as it may be amended from time to time.

Section 3. Provision of Annual Reports.
(a) The City shall, or shall cause the Dissemination Agent to, not later than the Annual Report Date, commencing January 15, 2023, with the report for the 2021-22 fiscal year, provide to the MSRB, in an electronic format as prescribed by the MSRB, an Annual Report that is consistent with the requirements of Section 4 of this Disclosure Certificate. Not later than 15 Business Days prior to the Annual Report Date, the City shall provide the Annual Report to the Dissemination Agent (if other than the City). If by 15 Business Days prior to the Annual Report Date the Dissemination Agent (if other than the City) has not received a copy of the Annual Report, the Dissemination Agent shall contact the City to determine if the City is in compliance with the previous sentence. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may include by reference other information as provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the City may be submitted separately from the balance of the Annual Report, and later than the Annual Report Date, if not available by that date. If the City’s fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5(b). The City shall provide a written certification with each Annual Report furnished to the Dissemination Agent to the effect that such Annual Report constitutes the Annual Report required to be furnished by the City hereunder.
(b) If the City does not provide (or cause the Dissemination Agent to provide) an Annual Report by the Annual Report Date, the City shall provide (or cause the Dissemination Agent to provide) in a timely manner to the MSRB, in an electronic format as prescribed by the MSRB, a notice to that effect.
(c) With respect to each Annual Report, the Dissemination Agent shall:
(i) determine prior to each Annual Report Date the then-applicable rules and electronic format prescribed by the MSRB for the filing of annual continuing disclosure reports; and
(ii) if the Dissemination Agent is other than the City, file a report with the City certifying that the Annual Report has been provided pursuant to this Disclosure Certificate, and stating the date it was provided.

Section 4. Content of Annual Reports. The City’s Annual Report shall contain or incorporate by reference the following:
(a) The City’s audited financial statements prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board. If the City’s audited financial statements are not available by the Annual Report Date, the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the Official Statement, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available.

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(b) The following information, unless otherwise specified, as of September 30 of the preceding year:
(i) Principal amount of all outstanding bonds of the District. (ii) Balance in the improvement fund.
(iii) (a) Balance in 2022 Reserve Account of the Reserve Fund, and statement of the Reserve Requirement for the 2022 Bonds; and statement of projected draws on the 2022 Reserve Account of the Reserve Fund, if any; and (b) balance in any debt service reserve fund or account established in connection with any other issue of bonds of City of Roseville Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) and statement of the reserve requirement for such other bonds; and statement of projected draws on any other such debt service reserve fund or account, if any. (iv) Balance in other funds and accounts held by the City or fiscal agent related to the Bonds.
(v) Additional debt authorized by the City and payable from or secured by assessments or special taxes with respect to property within the District. (vi) The Special Tax levy.
(vii) Notwithstanding the September 30 reporting date, the following information shall be reported as of the last day of the month immediately preceding the date of the Annual Report rather than as of September 30. Identity of each delinquent taxpayer responsible for 5 percent or more of total Special Tax levied, and the following information:
assessor parcel number, assessed value of applicable properties, amount of Special Tax levied, amount delinquent by parcel number and status of foreclosure proceedings. If any foreclosure has been completed, summary of results of foreclosure sales or transfers. (viii) Most recently available total assessed value of all parcels subject to the Special Tax.
(ix) List of landowners and assessor’s parcel number of parcels subject to 20% or more of the Special Tax levy including the following information: development status to the extent shown in City records, land use classification, assessed value (land and improvements).
(x) Debt service coverage.
(ix) The total Special Tax levy and Maximum Special Tax for Developed Property, Small Lot Tentative Map Property, Large Lot Property and Undeveloped Property (all as defined in the Rate and Method of Apportionment) together with the allocable debt of the CFD Bonds and most recently available assessed values for each category.
(c) In addition to any of the information expressly required to be provided under this Disclosure Certificate, the City shall provide such further material information, if any, as may be E-6
necessary to make the specifically required statements, in the light of the circumstances under which they are made, not misleading.
(d) Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the City or related public entities, which are available to the public on the MSRB’s Internet web site or filed with the Securities and Exchange Commission. The City shall clearly identify each such other document so included by reference.

Section 5. Reporting of Significant Events.
(a) The City shall give, or cause to be given, notice of the occurrence of any of the following Listed Events with respect to the Bonds:
(1) Principal and interest payment delinquencies.
(2) Non-payment related defaults, if material.
(3) Unscheduled draws on debt service reserves reflecting financial difficulties. (4) Unscheduled draws on credit enhancements reflecting financial difficulties. (5) Substitution of credit or liquidity providers, or their failure to perform. (6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the security, or other material events affecting the tax status of the security.
(7) Modifications to rights of security holders, if material. (8) Bond calls, if material, and tender offers.
(9) Defeasances.
(10) Release, substitution, or sale of property securing repayment of the securities, if material.
(11) Rating changes.
(12) Bankruptcy, insolvency, receivership or similar event of the City or other obligated person.
(13) The consummation of a merger, consolidation, or acquisition involving the City or an obligated person, or the sale of all or substantially all of the assets of the City or an obligated person (other than in the ordinary course of business), the entry into a definitive agreement to undertake such an action, or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material.

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(14) Appointment of a successor or additional fiscal agent or the change of name of the fiscal agent, if material.
(15) Incurrence of a financial obligation of the City, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of the City, any of which affect security holders, if material (for the definition of “financial obligation,” see clause (e)). (16) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a financial obligation of the City, any of which reflect financial difficulties (for the definition of “financial obligation,” see clause (e)).
(b) Whenever the City obtains knowledge of the occurrence of a Listed Event, the City shall, or shall cause the Dissemination Agent (if not the City) to, file a notice of such occurrence with the MSRB, in an electronic format as prescribed by the MSRB, in a timely manner not in excess of 10 business days after the occurrence of the Listed Event. Notwithstanding the foregoing, notice of Listed Events described in subsections (a)(8) and (9) above need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to holders of affected Bonds under the Fiscal Agent Agreement.
(c) The City acknowledges that the events described in subparagraphs (a)(2), (a)(7), (a)(8) (if the event is a bond call), (a)(10), (a)(13), (a)(14) and (a)(15) of this Section 5 contain the qualifier “if material” and that subparagraph (a)(6) also contains the qualifier “material” with respect to certain notices, determinations or other events affecting the tax status of the Bonds.

The City shall cause a notice to be filed as set forth in paragraph (b) above with respect to any such event only to the extent that it determines the event’s occurrence is material for purposes of U.S. federal securities law. Whenever the City obtains knowledge of the occurrence of any of these Listed Events, the City will as soon as possible determine if such event would be material under applicable federal securities law. If such event is determined to be material, the City will cause a notice to be filed as set forth in paragraph (b) above. The Dissemination Agent shall not be responsible for determining whether an event is material. (d) For purposes of this Disclosure Certificate, any event described in paragraph (a)(12) above is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City. (e) For purposes of Section 5(a)(15) and (16), “financial obligation” means a (i) debt obligation; (ii) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (iii) guarantee of (i) or (ii). The term financial obligation shall not include municipal securities as to which a final official statement has been provided to the MSRB consistent with the Rule.

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Section 6. Identifying Information for Filings with the MSRB. All documents provided to the MSRB pursuant to this Disclosure Certificate shall be accompanied by identifying information as prescribed by the MSRB.

Section 7. Termination of Reporting Obligation. The City’s obligations under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the City shall give notice of such termination in the same manner as for a Listed Event under Section 5(b).

Section 8. Dissemination Agent. The City may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any Dissemination Agent, with or without appointing a successor Dissemination Agent. Any Dissemination Agent may resign by providing 30 days’ written notice to the City.

Section 9. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the City may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied:
(a) if the amendment or waiver relates to the provisions of Sections 3(a), 4 or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature, or status of an obligated person with respect to the Bonds, or type of business conducted; (b) the undertakings herein, as proposed to be amended or waived, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the primary offering of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) the proposed amendment or waiver either (i) is approved by holders of the Bonds in the manner provided in the Fiscal Agent Agreement for amendments to the Fiscal Agent Agreement with the consent of holders, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the holders or beneficial owners of the Bonds.

If the annual financial information or operating data to be provided in the Annual Report is amended pursuant to the provisions hereof, the first Annual Report filed pursuant hereto containing the amended operating data or financial information shall explain, in narrative form, the reasons for the amendment and the impact of the change in the type of operating data or financial information being provided.

If an amendment is made to this Disclosure Certificate modifying the accounting principles to be followed in preparing financial statements, the Annual Report for the year in which the change is made shall present a comparison between the financial statements or information prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. The comparison shall include a qualitative discussion of the differences in the accounting principles and the impact of the change in the accounting principles on the presentation of the financial information, in order to provide information to investors to enable them to evaluate the ability of the City to meet its obligations. To the extent reasonably feasible, the comparison shall be quantitative.

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A notice of any amendment made pursuant to this Section 9 shall be filed in the same manner as for a Listed Event under Section 5(b).

Section 10. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the City from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the City chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the City shall have no obligation under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event.

Section 11. 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 Villages at Sierra Vista
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 CONTINUING DISCLOSURE CERTIFICATE
(Developer)
THIS CONTINUING DISCLOSURE AGREEMENT (the “Disclosure Certificate”) dated as of ___________, 2022, is executed by John Mourier Construction, Inc., a California corporation (the “Developer”) in connection with the execution and delivery by the City of Roseville of its City of Roseville Villages at Sierra Vista 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 July 1, 2019, as supplemented and amended by a Supplemental Agreement No. 1 to Fiscal Agent Agreement dated as of July 1, 2020, a Supplemental Agreement No. 2 to Fiscal Agent Agreement dated as of August 1, 2021 and a Supplemental Agreement No. 3 to Fiscal Agent Agreement dated as of ________1, 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 above 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” of another Person means (a) a Person directly or indirectly owning, controlling, or holding with power to vote, 5% or more of the outstanding voting securities of such other Person, (b) any Person, 5% or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held with power to vote, by such other Person, and (c) any Person directly or indirectly controlling, controlled by, or under common control with, such other Person.

For purposes hereof, control means the power to exercise a controlling influence over the management or policies of a Person, unless such power is solely the result of an official position with such Person.
“Assumption Agreement” means an undertaking of a Major Owner, or an Affiliate thereof, for the benefit of the holders and beneficial owners of the Bonds containing terms substantially similar to this Disclosure Certificate (as modified for such Major Owner’s development and financing plans with respect to the District), whereby such Major Owner or Affiliate agrees to provide periodic reports and notices of significant events, setting forth the information described in sections 4 and 5 hereof, respectively, with respect to the portion of the property in the District owned by such Major Owner and its Affiliates and, at the option of the Developer or such Major Owner, agrees to indemnify the Dissemination Agent (if any) pursuant to a provision substantially in the form of Section 11 hereof.
“Dissemination Agent” means Willdan Financial Services, or any successor Dissemination Agent designated in writing by the Developer, and which has filed with the Developer, the City and the Fiscal Agent a written acceptance of such designation, and which is experienced in providing dissemination agent services such as those required under this Disclosure Certificate. “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, an owner of land in the District that is responsible in the aggregate for 20% or more of the Special Taxes in the District anticipated to be levied at any time 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 for purposes of the Rule, or any other repository of disclosure information that may be designated by the Securities and Exchange Commission as such for purposes of the Rule in the future. “Official Statement” means the final official statement executed by the City in connection with the issuance of the 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 the property owned by the Developer in the District. “Report Date” means April 1 and October 1 of any fiscal year. “Rule” means Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. “Special Taxes” means the special taxes of the District levied on taxable property within the District.

Section 3. Provision of Periodic Reports.
(a) The Developer shall, or, upon written direction of the Developer the Dissemination Agent shall, not later than the Report Date, commencing October 1, 2022, 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 Fiscal Agent (if different from the Dissemination Agent), 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 Fiscal Agent (if different from the Dissemination Agent), 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 Fiscal 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.

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(b) If the Dissemination Agent does not receive a Periodic Report by 15 calendar days prior to the Report Date, the Dissemination Agent shall send a reminder notice to the Developer that the Periodic Report has not been provided as required under Section 3(a) above. The reminder notice shall instruct the Developer to determine whether its obligations under this Disclosure Certificate have terminated (pursuant to Section 6 below) and, if so, to provide the Dissemination Agent with a notice of such termination in the same manner as for a Listed Event (pursuant to Section 5 below). If the Developer does not provide, or cause the Dissemination Agent to provide, a Periodic Report to the MSRB by the Report Date as required in subsection (a) above, the Dissemination Agent shall send a notice to that effect to the MSRB in substantially the form prescribed by the MSRB, with a copy to the Fiscal Agent (if other than the Dissemination Agent), the City and the Participating Underwriter.
(c) With respect to the Periodic Report, the Dissemination Agent shall, to the extent the Periodic Report has been furnished to it, file the Periodic Report with 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 B relating to the Developer, any or all of which may be included by specific reference to other documents, including official statements of debt issues of the Developer or related public entities, which have been submitted to the MSRB or 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 B, the Developer’s Periodic Report shall include such further information, if any, as may be necessary to make the specifically required statements, in the light of the circumstances under which they are made, not misleading.

Section 5. Reporting of Significant Events.
(a) The Developer shall give, or cause to be given, notice of the occurrence of any of the following Listed Events with respect to itself or the Property, if material:
(i) bankruptcy or insolvency proceedings commenced by or against the Developer and, if known, any bankruptcy or insolvency proceedings commenced by or against any Affiliate of the Developer that is reasonably likely to have a significant impact on the Developer’s ability to pay Special Taxes or to sell or develop the Property; (ii) failure to pay any taxes, special taxes (including the Special Taxes) or assessments due with respect to the Property on or prior to the delinquency date; (iii) filing of a lawsuit of which the Developer is aware against the Developer or an Affiliate seeking damages, which is reasonably likely to have a significant impact on the Developer’s ability to pay Special Taxes or to sell or develop the Property; (iv) material damage to or destruction of any of the improvements on the Property; and
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(v) any payment default or other material default by the Developer 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 Fiscal Agent, 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) at such time as property owned by the Developer is no longer responsible for payment of 20% or more of the Special Taxes, or
(iii) the date on which the Developer prepays in full all of the Special Taxes attributable to the Property, or
(iv) the date on which (A) the Developer has completed construction of all buildings to be constructed within property it owns in the District and (B) each such building constructed by the Developer and intended for lease by the Developer has been, since completion of construction, at least 80% occupied at one time or another, if applicable.

The Developer shall give notice of the termination of its obligations under this Disclosure Certificate in the same manner as for a Listed Event under Section 5. (b) If a portion of the Property owned by the Developer, or any Affiliate of the Developer, is conveyed to a Person that, upon such conveyance, will be a Major Owner, the obligations of the Developer hereunder with respect to the property in the District owned by such Major Owner and its Affiliates may be assumed by such Major Owner or by an Affiliate thereof, and if so assumed the Developer’s obligations hereunder with respect to such portion of the Property will be terminated. In order to effect such an assumption, such Major Owner or Affiliate shall enter into an Assumption Agreement in form and substance reasonably satisfactory to the City and the Participating Underwriter. If not so assumed, the Developer shall report the information, as applicable to the transferee, required herein so long as the transferee is a Major Owner.

Section 7. Dissemination Agent. The Developer may, from time to time, appoint or engage a Dissemination Agent to assist the Developer in carrying out its obligations under this Disclosure Certificate, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent may resign by providing thirty days’ written notice to the City, the Developer and the Participating Underwriter.

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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 Fiscal Agent shall (upon written direction and only to the extent indemnified to its satisfaction from any liability, cost or expense, including fees and expenses of its attorneys), and 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.

Section 11. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the Developer agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents (each, an “Indemnified Party”), harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the reasonable costs and expenses (including attorneys’ fees) of defending against any claim of liability, but excluding loss, liabilities, costs and expenses due to an Indemnified Party’s negligence or willful misconduct or failure to perform its duties hereunder.

The Dissemination Agent shall be paid compensation for its services provided hereunder in accordance with its schedule of fees as amended from time to time, which schedule, as amended, shall be reasonably acceptable, and all reasonable expenses, reasonable legal fees and advances made or incurred by the Dissemination Agent in the performance of its duties hereunder. The Dissemination Agent shall have no duty or obligation to review any information E-16
provided to it hereunder and shall not be deemed to be acting in any fiduciary capacity for the City, the Developer, the Fiscal Agent, the Bond owners, or any other party. The obligations of the Developer under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds.

Section 12. Notices. Any notice or communications to be among any of the parties to this Disclosure Certificate may be given as follows:

To the Developer John Mourier Construction, Inc.

Attn: Controller
1430 Blue Oaks Boulevard
Roseville, CA 95747
To the Dissemination Agent: Willdan Financial Services
27368 Via Industria, Suite 200
Temecula, CA 92590
To the Issuer/City: City of Roseville
311 Vernon Street
Roseville, CA 95678
Attn: CFD Administrator
To the Fiscal Agent: The Bank of New York Mellon Trust Company, N.A. 333 South Hope Street, Suite 2626
Los Angeles, CA 90071
Attn: Corporate Trust
To the Participating
Underwriter: Piper Sandler & Co.

Attn: Public Finance
2321 Rosecrans Avenue, Suite 3200,
El Segundo, CA 90245
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 Fiscal Agent, the Dissemination Agent, the Participating Underwriter and holders and beneficial owners from time to time of the Bonds, and shall create no rights in any other person or entity. 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.