E-17
Section 14. Counterparts. This Disclosure Certificate may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
IN WITNESS WHEREOF, the Developer has executed this Disclosure Certificate as of the date first above written.
John Mourier Construction, Inc., a California
corporation
By:
Name:
Title:
ACCEPTED by DISSEMINATION AGENT:
Willdan Financial Services,
as Dissemination Agent
By:
Name:
Title:
E-18
EXHIBIT B
PERIODIC REPORT
This Periodic Report is hereby submitted under Section 4 of the Continuing Disclosure Certificate (the “Disclosure Certificate”) dated _________ 1, 2022, executed by the undersigned (the “Developer”) in connection with the issuance of the above-captioned bonds by the City of Roseville (the “City”) with respect to its City of Roseville Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) (the “District”).
Capitalized terms used in this Periodic Report but not otherwise defined have the meanings given to them in the Disclosure Certificate.
I. Property Ownership and Development
The information in this section is provided as of ____________________ (this date must be not more than 60 days before the date of this Periodic Report).
A. Property currently owned by the Developer in the District (the “Property”):
Development name:
Number of lots (acreage):
B. Status of land development or construction activities:
______________________________________________________________________ ______________________________________________________________________ C. Status of building permits and any significant amendments to land use or development entitlements:
______________________________________________________________________ ______________________________________________________________________ D. Aggregate property sold, optioned or leased by the Developer to end users or merchant builders:
Since the Date of
Issuance of the Bonds
Since the Last Periodic
Report
Acres* ____
Lots ____
Bldg. Sq. Ft. ____
Acres* ____
Lots ____
Bldg. Sq. Ft. ____
* For bulk land sales only (excluding sales of finished lots or completed buildings).
E. Status of any land purchase contracts with regard to the Property, whether acquisition of land in the District by the Developer or sales of land in the District to other property E-19
owners, distinguishing between (i) end users (e.g., condominiums), (ii) developers and (iii) merchant builders.
______________________________________________________________________ ______________________________________________________________________ F. With respect to occupied buildings owned and leased by Developer, (i) occupancy percentage and (ii) a rent roll consisting solely of (A) term of lease and (B) number of square feet subject to the lease, if applicable.
______________________________________________________________________ ______________________________________________________________________ II. Legal and Financial Status of Developer
Unless such information has previously been included or incorporated by reference in a Periodic Report, describe any change in the legal structure of the Developer or the financial condition and financing plan of the Developer that would materially and adversely interfere with its ability to complete its development plan described in the Official Statement. ______________________________________________________________________ ______________________________________________________________________ III. Change in Development or Financing Plans
Unless such information has previously been included or incorporated by reference in a Periodic Report, describe any development plans or financing plans relating to the Property that are materially different from the proposed development and financing plan described in the Official Statement.
______________________________________________________________________ ______________________________________________________________________ IV. Official Statement Updates
Unless such information has previously been included or incorporated by reference in a Periodic Report, describe any other significant changes in the information relating to the Developer or the Property contained in the Official Statement under the heading “ OWNERSHIP OF PROPERTY WITHIN THE DISTRICT” that would materially and adversely interfere with the Developer’s ability to develop and sell the Property as described in the Official Statement. ______________________________________________________________________ ______________________________________________________________________ E-20
V. Other Material Information
In addition to any of the information expressly required above, provide such further information, if any, as may be necessary to make the specifically required statements, in the light of the circumstances under which they are made, not misleading. _____________________________________________________________________ ______________________________________________________________________ Certification
The undersigned Developer hereby certifies that this Periodic Report constitutes the Periodic Report required to be furnished by the Developer under the Disclosure Certificate.
ANY STATEMENTS REGARDING THE DEVELOPER, THE DEVELOPMENT OF THE PROPERTY, THE DEVELOPER’S FINANCING PLAN OR FINANCIAL CONDITION, OR THE
BONDS, OTHER THAN STATEMENTS MADE BY THE DEVELOPER IN AN OFFICIAL
RELEASE, OR FILED WITH THE MUNICIPAL SECURITIES RULEMAKING BOARD, ARE NOT AUTHORIZED BY THE DEVELOPER. THE DEVELOPER IS NOT RESPONSIBLE FOR THE
ACCURACY, COMPLETENESS OR FAIRNESS OF ANY SUCH UNAUTHORIZED STATEMENTS.
THE DEVELOPER HAS NO OBLIGATION TO UPDATE THIS PERIODIC REPORT OTHER THAN AS EXPRESSLY PROVIDED IN THE DISCLOSURE CERTIFICATE.
Dated:
[John Mourier Construction, Inc.]
By: _____________________________
_____________________________
_____________________________
F-1
APPENDIX F
SUMMARY OF CERTAIN PROVISIONS OF FISCAL AGENT AGREEMENT G-1
APPENDIX G
DTC AND THE BOOK-ENTRY ONLY SYSTEM
The following description of the Depository Trust Company (“DTC”), the procedures and record keeping with respect to beneficial ownership interests in the 2022 Bonds, payment of principal, interest and other payments on the 2022 Bonds (herein, the “Securities”) to DTC Participants or Beneficial Owners, confirmation and transfer of beneficial ownership interest in the Securities and other related transactions by and between DTC, the DTC Participants and the Beneficial Owners is based solely on information provided by DTC. Accordingly, no representations can be made concerning these matters and neither the DTC Participants nor the Beneficial Owners should rely on the foregoing information with respect to such matters, but should instead confirm the same with DTC or the DTC Participants, as the case may be.
Neither the issuer of the Securities (the “Issuer”) nor the fiscal agent appointed with respect to the Securities (the “Agent”) takes any responsibility for the information contained in this Appendix.
No assurances can be given that DTC, DTC Participants or Indirect Participants will distribute to the Beneficial Owners (a) payments of interest, principal or premium, if any, with respect to the Securities, (b) certificates representing ownership interest in or other confirmation or ownership interest in the Securities, or (c) redemption or other notices sent to DTC or Cede & Co., its nominee, as the registered owner of the Securities, or that they will so do on a timely basis, or that DTC, DTC Participants or DTC Indirect Participants will act in the manner described in this Appendix. The current “Rules” applicable to DTC are on file with the Securities and Exchange Commission and the current “Procedures” of DTC to be followed in dealing with DTC Participants are on file with DTC.
1. The Depository Trust Company (“DTC”) will act as securities depository for the securities (the “Securities”). The Securities will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Security certificate will be issued for each issue of the Securities, each in the aggregate principal amount of such issue, and will be deposited with DTC. If, however, the aggregate principal amount of any issue exceeds $500 million, one certificate will be issued with respect to each $500 million of principal amount, and an additional certificate will be issued with respect to any remaining principal amount of such issue.
2. DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates.
Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding G-2
company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has a Standard & Poor’s rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. The information contained on this Internet site is not incorporated herein by reference.
3. Purchases of Securities under the DTC system must be made by or through Direct Participants, which will receive a credit for the Securities on DTC’s records. The ownership interest of each actual purchaser of each Security (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Securities are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Securities, except in the event that use of the book-entry system for the Securities is discontinued.
4. To facilitate subsequent transfers, all Securities deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Securities with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Securities; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Securities are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.
5. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Securities may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Securities, such as redemptions, tenders, defaults, and proposed amendments to the Security documents. For example, Beneficial Owners of Securities may wish to ascertain that the nominee holding the Securities for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them.
6. Redemption notices shall be sent to DTC. If less than all of the Securities within an issue are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.
7. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Securities unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to Issuer as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting G-3
rights to those Direct Participants to whose accounts Securities are credited on the record date (identified in a listing attached to the Omnibus Proxy).
8. Redemption proceeds, distributions, and dividend payments on the Securities will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from Issuer or Agent, on payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC, Agent, or Issuer, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of Issuer or Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.
9. DTC may discontinue providing its services as depository with respect to the Securities at any time by giving reasonable notice to Issuer or Agent. Under such circumstances, in the event that a successor depository is not obtained, Security certificates are required to be printed and delivered.
10. Issuer may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, Security certificates will be printed and delivered to DTC.
11. The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that Issuer believes to be reliable, but Issuer takes no responsibility for the accuracy thereof.
Jones Hall Draft 6.5.22
SUPPLEMENTAL AGREEMENT NO. 3 TO
FISCAL AGENT AGREEMENT
by and between
CITY OF ROSEVILLE
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Fiscal Agent
Dated as of _______ 1, 2022
Relating to:
$_________
City of Roseville
Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) Special Tax Bonds
Series 2022
-iTABLE OF CONTENTS
SECTION 1. Supplement to Original Fiscal Agent Agreement..................................................2
ARTICLE XII
2022 BONDS
Section 12.01. Definitions.....................................................................................................2 Section 12.02. Authorization of 2022 Bonds.........................................................................4 Section 12.03. Terms of 2022 Bonds ...................................................................................4 Section 12.04. Redemption of 2022 Bonds ..........................................................................5 Section 12.05. Form of 2022 Bonds; Authentication and Delivery ........................................7 Section 12.06. Application of Proceeds of Sale of 2022 Bonds ............................................7 Section 12.07. 2022 Costs of Issuance Fund .......................................................................8 Section 12.08. Procedure for Disbursement of 2022 Improvement Account.........................8 Section 12.09. Security for 2022 Bonds................................................................................9 Section 12.10. Effect of this Article XII..................................................................................9 SECTION 2. Attachment of Exhibit E........................................................................................9 SECTION 3. Additional Amendments to Fiscal Agent Agreement.............................................9 SECTION 4. Partial Invalidity..................................................................................................10 SECTION 5. Execution in Counterparts..................................................................................10 SECTION 6. Governing Law...................................................................................................10 EXHIBIT A - FORM OF 2022 BONDS
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SUPPLEMENTAL AGREEMENT NO. 3 TO FISCAL AGENT AGREEMENT
THIS SUPPLEMENTAL AGREEMENT NO. 3 TO FISCAL AGENT AGREEMENT (this “Supplemental Agreement No. 3”), dated as of _________, 2022, is by and between the CITY OF ROSEVILLE, a charter city and public body, corporate and politic, organized and existing under and by virtue of the Constitution and laws of the State of California (the “City”) for and on behalf of the City of Roseville Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) (the “District”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as fiscal agent (the “Fiscal Agent”) under a Fiscal Agent Agreement, dated as of July 1, 2019 (the “Original Fiscal Agent Agreement”), as supplemented by Supplemental Agreement No. 1 to Fiscal Agent Agreement, dated as of July 1, 2020 (“Supplemental Agreement No. 1”) and Supplemental Agreement No. 2 to Fiscal Agent Agreement, dated as of August 1, 2021 (“Supplemental Agreement No. 2”) by and between the Fiscal Agent and the City. The Original Fiscal Agent Agreement as supplemented by the Supplemental Agreement No. 1, Supplemental Agreement No. 2 and Supplemental Agreement No. 3 is herein referred to as (the “Fiscal Agent Agreement”).
R E C I T A L S :
WHEREAS, the City Council of the City has formed the District under the provisions of the Mello-Roos Community Facilities Act of 1982, as amended (constituting Section 53311 et seq. of the California Government Code) (the “Act”); and WHEREAS, the City Council, as the legislative body of the District, is authorized under the Act to levy special taxes to pay for the costs of facilities within the District and to authorize the issuance of bonds secured by said special taxes under the Act; and WHEREAS, the Council, as legislative body of the District, previously authorized the issuance of special tax bonds of the City for the District in the maximum aggregate principal amount of not to exceed $310,000,000 (the “Bond Authorization”); and WHEREAS, pursuant to the provisions of the Act and the Original Fiscal Agent Agreement, the City previously issued, for and on behalf of the District: (i) $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”); (ii) $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”); and (iii) $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”), each for the purpose of financing various public improvements authorized to be funded by the District, which 2019 Bonds, 2020 Bonds and 2021 Bonds (the “Prior Bonds”) constituted the first, second and third series of bonds issued pursuant to the Bond Authorization; and WHEREAS, Section 5.17 of the Original Fiscal Agent Agreement authorizes the issuance by Supplemental Agreement of Additional Bonds (as such terms are defined in the Original Fiscal Agent Agreement) secured under the Original Fiscal Agent Agreement on parity with the Prior Bonds; and
WHEREAS, after due investigation and deliberation the City has determined that it is in the interests of the City and the District at this time for the City, for and on behalf of the District, -2-
to provide for the issuance of City of Roseville Community Facilities District No. 1 Special Tax Bonds, Series 2022 in the initial aggregate principal amount of $____________ (the “2022 Bonds”), to provide moneys needed to construct and acquire the facilities necessary for development of property within the City; and
WHEREAS, this Supplemental Agreement No. 3 is a “Supplemental Agreement” as defined in Section 1.03 of the Original Fiscal Agent Agreement and the 2022 Bonds are “Additional Bonds” as defined in Section 1.03 of the Original Fiscal Agent Agreement, and secured under the Fiscal Agent Agreement on parity with the Prior Bonds; WHEREAS, the City and the Fiscal Agent desire to enter into this Supplemental Agreement No. 3 pursuant to Section 5.17 of the Original Fiscal Agent Agreement to provide for the issuance of the 2022 Bonds;
WHEREAS, to provide for the issuance of the 2022 Bonds, it is necessary to supplement and amend the Original Fiscal Agent Agreement, as more particularly provided herein, as authorized by Sections 5.17 and 8.05 of the Original Fiscal Agent Agreement; and WHEREAS, the City has determined that all acts and proceedings required by law necessary to make the 2022 Bonds, when executed by the City for the District, authenticated and delivered by the Fiscal Agent and duly issued, the valid, binding and legal special obligations of the City for the District, and to constitute the Fiscal Agent Agreement, as amended and supplemented by this Supplemental Agreement No. 3, a valid and binding agreement for the uses and purposes herein and therein set forth, in accordance with its terms, have been done or taken and the execution and delivery of this Supplemental Agreement No. 3 have been in all respects duly authorized.
A G R E E M E N T :
NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, and for other consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:
SECTION 1. Supplement to Original Fiscal Agent Agreement. In accordance with the provisions of Section 5.17 and 8.05 of the Original Fiscal Agent Agreement, the Original Fiscal Agent Agreement, as amended, is hereby amended by adding a new article thereto, to be designated as Article XII. Such Article XII shall read in its entity as follows:
ARTICLE XII
2022 BONDS
Section 12.01. Definitions. The Original Fiscal Agent Agreement, as amended, is amended to add the following definitions to Section 1.03. “Article XII” means this Article XII which has been incorporated in and made a part of this Agreement pursuant to Supplemental Agreement No. 3, together with all amendments of and supplements to this Article XII entered into pursuant to the provisions of Section 8.01. “Closing Date” means, when referring to the 2022 Bonds and as used in this Supplemental Agreement No. 3, _____________, 2022.
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“Continuing Disclosure Certificate” means (i) with respect to the 2019 Bonds, the Continuing Disclosure Certificate, dated as of July 1, 2019, by and between the City and Willdan Financial Services, in its capacity as Dissemination Agent, as originally executed and as it may be amended from time to time in accordance with the terms thereof, (ii) with respect to the 2020 Bonds, the Continuing Disclosure Certificate, dated as of July 30, 2020, by and among the City and Willdan Financial Services, in its capacity as Dissemination Agent, (iii) with respect to the 2021 Bonds, the Continuing Disclosure Certificate, dated as of August 5, 2021, and (iv) and with respect to the 2022 Bonds, the Continuing Disclosure Certificate, dated as of ________, 2022 by and among the City and Willdan Financial Services, in its capacity as Dissemination Agent, as originally executed and as it may be amended from time to time in accordance with the terms thereof.
“Fiscal Agent Agreement” means the Fiscal Agent Agreement, dated as of July 1, 2019, as supplemented and amended by Supplemental Agreement No. 1, Supplemental Agreement No. 2, and Supplemental Agreement No. 3.
“Interest Payment Dates” means (i) with respect to the 2019 Bonds, March 1 and September 1 of each year, commencing September 1, 2019, (ii) with respect to the 2020 Bonds, March 1 and September 1 of each year, commencing September 1, 2020, (iii) with respect to the 2021 Bonds, March 1 and September 1 of each year, commencing March 1, 2022, and (iv) with respect to the 2022 Bonds, March 1 and September 1 of each year, commencing March 1, 2023.
“Prior Bonds” means collectively the City of Roseville Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) Special Tax Bonds, Series 2019, Series 2020, and Series 2021.
“Supplemental Agreement No. 3” has the meaning given above. “2022 Bonds” has the meaning given above.
“2022 Costs of Issuance” means items of expense payable or reimbursable directly or indirectly by the City and related to the authorization, sale and issuance of the 2022 Bonds, which items of expense shall include, but not be limited to, printing costs, costs of reproducing and binding documents, closing costs, filing and recording fees, initial fees, expenses and charges of the Fiscal Agent including its first annual administration fee, expenses incurred by the City in connection with the issuance of the 2022 Bonds, financial advisor fees, (underwriter’s) discount or underwriting fee for the 2022 Bonds, legal fees and charges, including bond counsel, disclosure counsel, charges for execution, transportation and safekeeping of the 2022 Bonds and other costs, charges and fees in connection with the foregoing.
“2022 Costs of Issuance Fund” means the fund by that name established and held by the Fiscal Agent pursuant to Section 12.07.
“2022 Improvement Account” means the account by that name established in Section 3 of this Supplemental Agreement No. 3.
“2022 Reserve Account” means the account by that name established in Section
12.06(B) of this Supplemental Agreement No. 3 hereof.
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“Term 2022 Bonds” means the 2022 Bonds maturing September 1, _____ and September 1, ______.
Section 12.02. Authorization of 2022 Bonds. 2022 Bonds in the aggregate principal amount of $__________ are hereby authorized to be issued as Additional Bonds under and subject to the terms of the Fiscal Agent Agreement, the Act, and other applicable laws of the State of California. The 2022 Bonds shall be designated the “City of Roseville Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) Special Tax Bonds, Series 2022.” Jurisdiction is hereby reserved to issue subsequent Additional Bonds; provided that the maximum aggregate principal amount of bonds which may be issued for the District, including Bonds outstanding under the Fiscal Agent Agreement, shall not exceed the Bond Authorization.
Section 12.03. Terms of 2022 Bonds.
(A) Form; Denominations. The 2022 Bonds shall be issued as fully registered Bonds without coupons in the denomination of $5,000 or any integral multiple of $5,000 in excess thereof.
(B) Date of the 2022 Bonds. The 2022 Bonds shall be dated the Closing Date for the 2022 Bonds.
(C) CUSIP Identification Numbers. “CUSIP” identification numbers shall be imprinted on the 2022 Bonds, but such numbers shall not constitute a part of the contract evidenced by the 2022 Bonds and any error or omission with respect thereto shall not constitute cause for refusal of any purchaser to accept delivery of and pay for the 2022 Bonds. In addition, failure on the part of the City or the Fiscal Agent to use such CUSIP numbers in any notice to Owners shall not constitute an event of default or any violation of the City’s contract with such Owners and shall not impair the effectiveness of any such notice. (D) Maturities, Interest Rates. The 2022 Bonds shall be issued as serial bonds and term bonds, and shall mature and become payable as follows:
Maturity
(Sept. 1)
Principal
Amount
Interest
Rate
CUSIP
777870
$_________ – _____% Term Bond Due September 1, _____; CUSIP: 777870_____ $_________ – _____% Term Bond Due September 1, _____; CUSIP: 777870_____ -5-
(E) Interest and Method of Payment. Interest on the 2022 Bonds shall be payable as provided in Section 2.02(E) of the Fiscal Agent Agreement, with the Closing Date as used therein being the Closing Date for the 2022 Bonds, and payments shall be made on the 2022 Bonds as provided in Section 2.02(F), with the first Interest Payment Date being March 1, 2023.
Section 12.04. Redemption of 2022 Bonds.
(A) Redemption Dates.
(i) 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, _____ 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, _____ through August 31, _____
September 1, _____ through August 31, _____
September 1, _____ through August 31, _____
September 1, _____ and any date thereafter
(ii) 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
Interest Payment Dates through and including March 1, _____ September 1, _____ and March 1, _____
September 1, _____ and March 1, _____
September 1, _____ and any Interest Payment Date thereafter -6-
(iii) Mandatory Sinking Payment Redemption. The Term 2022 Bonds maturing September 1, _____ and September 1, _____ are subject to mandatory sinking payment redemption in part on September 1, _____ and September 1, _____, 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)
Term 2022 Bonds Maturing September 1, 20_____
Mandatory
Redemption Date
(Sept. 1)
Sinking Fund
Payment
(maturity)
The amounts in the foregoing tables shall be reduced pro rata, at the direction of the City in an Officer’s Certificate, as a result of any prior partial optional or mandatory redemption of the Term 2022 Bonds pursuant to clause (A)(i) or clause (A)(ii) above. In the event of a redemption pursuant to clause (A)(i) or clause (A)(ii) above, the City shall provide the Fiscal Agent with a revised sinking fund schedule giving effect to the redemption so completed.
In lieu of redemption under this Section 12.04, moneys in the Bond Fund may be used and withdrawn by the Fiscal Agent for purchase of Outstanding 2022 Bonds, upon the filing with the Fiscal Agent of an Officer’s Certificate requesting such purchase, at public or private sale as and when, and at such prices (including brokerage and other charges) as such Officer’s Certificate may provide, but in no event may 2022 Bonds be purchased at a price in excess of the principal amount thereof, plus interest accrued to the date of purchase. (B) Notice to Fiscal Agent. The City shall give the Fiscal Agent an Officer’s Certificate containing notice of its intention to redeem 2022 Bonds pursuant to clause (A)(i) or clause (A)(ii) not less than 45 days prior to the applicable redemption date. (C) Redemption Procedure by Fiscal Agent; Rescission; Effect of Redemption. The redemption provisions set forth in Section 2.03(C) and Section 2.03(D) shall apply to the 2022 Bonds as if set forth herein.
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Section 12.05. Form of 2022 Bonds; Authentication and Delivery. (A) Form of 2022 Bonds. The 2022 Bonds, the form of Fiscal Agent’s certificate of authentication, and the form of assignment to appear thereon, shall be substantially in the respective forms set forth in Exhibit E attached hereto and by this reference incorporated herein, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Agreement and the Act.
(B) Execution of 2022 Bonds. The 2022 Bonds shall be executed on behalf of the City by the Mayor and the City Clerk of the City who are in office on the date of adoption of this Agreement or at any time thereafter, and the seal of the City may be impressed, imprinted or reproduced by facsimile signature thereon. If any officer whose signature appears on any 2022 Bond ceases to be such officer before delivery of the 2022 Bonds to the Owner, such signature shall nevertheless be as effective as if the officer had remained in office until the delivery of the 2022 Bonds to the Owner. Any 2022 Bond may be signed and attested on behalf of the City by such persons as at the actual date of the execution of such 2022 Bond shall be the proper officers of the City although at the nominal date of such 2022 Bond any such person shall not have been such officer of the City.
Only such of the 2022 Bonds as shall bear thereon a certificate of authentication in the form set forth in Exhibit E, manually or electronically executed and dated by the Fiscal Agent, shall be valid or obligatory for any purpose or entitled to the benefits of this Agreement, and such certificate of the Fiscal Agent shall be conclusive evidence that such 2022 Bonds have been duly authenticated and delivered hereunder and are entitled to the benefits of this Agreement.
(C) Authentication and Delivery of 2022 Bonds; Transfer and Exchange; Additional Provisions of the 2022 Bonds. At any time after the execution of Supplemental Agreement No. 3 and delivery by the City of an Officer’s Certificate that the requirements of Section 5.17 of the Fiscal Agent Agreement for the issuance of the 2022 Bonds as Additional Bonds have been met, the City may issue the 2022 Bonds for the District in the aggregate principal amount set forth in Section 12.02 and deliver the 2022 Bonds to the Original Purchaser. The Authorized Officers of the City are hereby authorized and directed to deliver any and all documents and instruments necessary to cause the issuance of the 2022 Bonds in accordance with the provisions of the Act and the Fiscal Agent Agreement, as supplemented by this Supplemental Agreement No. 3, to authorize the payment of 2022 Costs of Issuance and costs of the Project by the Fiscal Agent from the proceeds of the 2022 Bonds and to do and cause to be done any and all acts and things necessary or convenient for delivery of the 2022 Bonds to the Original Purchaser.
The provisions of Sections 2.06 through 2.13 of the Fiscal Agent Agreement shall apply to the 2022 Bonds in a like manner as applied to the Prior Bonds.
Section 12.06. Application of Proceeds of Sale of 2022 Bonds. (A) Proceeds of 2022 Bonds. The proceeds of the purchase of the 2022 Bonds by the Original Purchaser in the amount of $__________ (which is equal to the par amount of the 2022 Bonds, plus original issue premium of $__________ and less the Underwriter’s discount of $__________), shall be paid to the Fiscal Agent, who shall forthwith set aside, pay over and deposit such proceeds on the Closing Date as follows:
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(i) Deposit in the 2022 Improvement Account of the Improvement Fund $__________;
(ii) Deposit in the 2022 Reserve Account of the Reserve Fund $__________; and
(iii) Deposit in the 2022 Costs of Issuance Fund $__________. (B) 2022 Reserve Account. In accordance with Section 4.03(A), the Fiscal Agent shall establish a separate subaccount within the Reserve Fund known as the “2022 Reserve Account,” into which the amounts set forth in Section 12.06(A)(ii) shall be deposited. The 2022 Reserve Account shall be held by the Fiscal Agent within the Reserve Fund, and administered as set forth in the Fiscal Agent Agreement. The Reserve Requirement for the 2022 Bonds shall not increase at any time.
(C) Additional Funds and Accounts. The Fiscal Agent may, in its discretion, establish a temporary fund or account in its books and records to facilitate transfers required under this Section 12.06.
Section 12.07. 2022 Costs of Issuance Fund. There is hereby established a separate fund to be known as the “2022 Costs of Issuance Fund,” which shall be held by the Fiscal Agent in trust. Amounts in the Costs of Issuance Fund shall be disbursed from time to time to pay 2022 Costs of Issuance, as set forth in an Officer’s Certificate containing respective amounts to be paid to the designated payees, signed by the Chief Financial Officer or a designee thereof and delivered to the Fiscal Agent. The Fiscal Agent shall pay all 2022 Costs of Issuance upon receipt of an invoice from any such payee which requests payment in an amount which is less than or equal to the amount set forth with respect to such payee in such Officer’s Certificate, or upon receipt of an Officer’s Certificate requesting payment of a 2022 Costs of Issuance not listed on the initial Officer’s Certificate delivered to the Fiscal Agent on the Closing Date. Each such Officer’s Certificate shall be sufficient evidence to the Fiscal Agent of the facts stated therein and the Fiscal Agent shall have no duty to confirm the accuracy of such facts. The Fiscal Agent shall maintain the 2022 Costs of Issuance Fund for a period of 45 days from the Closing Date and then shall transfer any moneys remaining therein, including any investment earnings thereon, to the 2022 Improvement Account. Thereafter, every invoice received by the Fiscal Agent shall be paid from amounts on deposit in the 2022 Improvement Account and the Fiscal Agent shall close the 2022 Costs of Issuance Fund. Moneys in the 2022 Costs of Issuance Fund shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits resulting from said investment shall be retained by the Fiscal Agent in the 2022 Costs of Issuance Fund to be used for the purposes of such fund.
Section 12.08. Procedure for Disbursement of 2022 Improvement Account.. (A) Disbursements. Disbursements from the 2022 Improvement Account shall be made by the Fiscal Agent according to the procedure set forth in Section 3.04, and an Officer’s Certificate substantially in the form of Exhibit B to the Agreement (except that in such Officer’s Certificate, reference shall be made to the 2022 Improvement Account and to the 2022 Bonds). (B) Investment. Moneys in the Improvement Fund and the accounts established thereunder shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits from the investment of amounts in the Improvement Fund shall be retained by the Fiscal Agent in the Improvement Fund to be used for the purposes of the Improvement Fund. -9-
(C) Closing of Fund. Upon the filing of an Officer’s Certificate stating that the portion of the Project to be financed from the Improvement Fund and the accounts established thereunder has been completed and that all costs of such portion of the Project have been paid or are not required to be paid from the Improvement Fund, the Fiscal Agent shall transfer the amount, if any, remaining in the Improvement Fund to the Bond Fund for application to the payment of principal of and interest on the Bonds in accordance with Section 4.02 and the Improvement Fund shall be closed.
Section 12.09. Security for 2022 Bonds. The 2022 Bonds shall be Additional Bonds which shall be secured in the manner and to the extent set forth in Articles IV and V, and in this Article XII.
Section 12.10. Effect of this Article XII. Except as in this Article XII expressly provided or except to the extent inconsistent with any provision of this Article XII, the 2022 Bonds shall be deemed to be “Bonds” under and within the meaning of Section 1.03, and every term and condition contained in the foregoing provisions of this Agreement shall apply to the 2022 Bonds with full force and effect, with such omissions, variations and modifications thereof as may be appropriate to make the same conform to this Article XII.
SECTION 2. Attachment of Exhibit E. The Fiscal Agent Agreement is hereby further amended by incorporating therein an Exhibit E setting forth the form of the 2022 Bonds, which shall read in its entirety as set forth in Exhibit A attached hereto and hereby made a part hereof.
SECTION 3. Additional Amendments to Fiscal Agent Agreement. The Fiscal Agent Agreement is hereby further amended as follows:
(A) Section 3.04(A) of the Fiscal Agent Agreement is hereby amended by adding thereto, as a new fifth sentence thereof (a third sentence and fourth sentence having been added pursuant to Supplemental Agreement No. 1 and Supplemental Agreement No. 2, respectively), the following: “There is also hereby created within the Improvement Fund a separate account designated as the “2022 Improvement Account” of the Improvement Fund, which account is hereby established for purposes of accounting for the use and disposition of 2022 Bond proceeds directed to the Improvement Fund pursuant to Section 12.06 and 12.08. (B) It is further acknowledged that pursuant to Supplemental Agreement No. 2, the following section was added to the Fiscal Agent Agreement:
“Section 5.19. No Enforced Sanctions. The City covenants and represents that (i) neither it nor any of its subdivisions affiliates, subsidiaries, directors or officers are the target or subject of any sanctions enforced by the US Government, (including, the Office of Foreign Assets Control of the US Department of the Treasury (“OFAC”)), the United Nations Security Council, the European Union, HM Treasury, or other relevant sanctions authority (collectively “Sanctions”); and (ii) neither it nor any of its subdivisions affiliates, subsidiaries, directors or officers will use any payments made pursuant to this Agreement (i) to fund or facilitate any activities of or business with any person who, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business with any country or territory that is the target or subject of Sanctions, or (iii) in any other manner that will result in a violation of Sanctions by any person.”
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(C) It is further acknowledged that pursuant to Supplemental Agreement No. 1, the Fiscal Agent Agreement was amended such that references in the Fiscal Agent Agreement to the 2019 Bonds which, if the context requires reference to the 2019 Bonds and any Additional Bonds in order to maintain the parity relationship of the 2019 Bonds and any Additional Bonds and the security therefor, shall be deemed to refer to “Bonds” as defined in the Fiscal Agent Agreement rather than “2019 Bonds.”
(D) It is further acknowledged that pursuant to Supplemental Agreement No. 1, the sentence in the Fiscal Agent Agreement that “the Reserve Requirement for the 2019 Bonds shall not increase after the date of issuance of the 2019 Bonds” in the definition of “Reserve Requirement” was changed to read as follows: “the Reserve Requirement for each series of Bonds shall not increase after the date of issuance of such series of Bonds.” SECTION 4. Partial Invalidity. If any section, paragraph, sentence, clause or phrase of this Supplemental Agreement No. 3 shall for any reason be held illegal, invalid or unenforceable, such holding shall not affect the validity of the remaining portions of this Supplemental Agreement No. 3. The City hereby declares that it would have entered into this Supplemental Agreement No. 3 and each and every other Section, paragraph, sentence, clause or phrase hereof and authorized the issue of the 2022 Bonds pursuant thereto irrespective of the fact that any one or more Sections, paragraphs, sentences. clauses, or phrases of this Supplemental Agreement No. 3 may be held illegal, invalid or unenforceable.
SECTION 5. Execution in Counterparts. This Supplemental Agreement No. 3 may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
SECTION 6. Governing Law. This Supplemental Agreement No. 3 shall be construed and governed in accordance with the laws of the State of California applicable to contracts made and performed in such State.
[Signature Page to Supplemental Agreement No. 3 to
Fiscal Agent Agreement dated as of _______ 1, 2022]
IN WITNESS WHEREOF, the City and the Fiscal Agent have caused this Supplemental Agreement No. 3 to Fiscal Agent Agreement to executed as of _________ 1, 2022.
CITY OF ROSEVILLE, a municipal corporation,
for and on behalf of the City of Roseville
Villages at Sierra Vista Community Facilities
District No. 1 (Public Facilities)
By:
DOMINICK CASEY
City Manager
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Fiscal Agent
By:
Vice President
ATTEST:
By:
CARMEN AVALOS
City Clerk
APPROVED AS TO FORM:
By:
MICHELLE SHEIDENBERGER
City Attorney
APPROVED AS TO SUBSTANCE:
By:
DENNIS KAUFFMAN
Assistant City Manager/Chief Financial Officer
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EXHIBIT A TO SUPPLEMENTAL AGREEMENT NO. 3 TO FISCAL AGENT AGREEMENT
EXHIBIT E TO FISCAL AGENT AGREEMENT
FORM OF 2022 BONDS
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
No. $
CITY OF ROSEVILLE
VILLAGES AT SIERRA VISTA
COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES)
SPECIAL TAX BOND
SERIES 2022
INTEREST RATE: MATURITY DATE: BOND DATE: CUSIP:
September 1, ____ ________, 2022
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT: DOLLARS
The City of Roseville (the “City”) for and on behalf of the City of Roseville Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) (the “District”), for value received, hereby promises to pay solely from the Special Tax (as hereinafter defined) to be collected in the District or amounts in certain funds and accounts held under the Agreement (as hereinafter defined), to the Registered Owner named above, or registered assigns (the “Owner”), on the Maturity Date set forth above, unless redeemed prior thereto as hereinafter provided, the Principal Amount set forth above, and to pay interest on such principal amount from the Bond Date shown above, or from the most recent Interest Payment Date (as hereinafter defined) to which interest has been paid or duly provided for, semiannually on March 1 and September 1, commencing March 1, 2023 (the “Interest Payment Dates”), at the Interest Rate set forth above, until the principal amount hereof is paid or made available for payment. The principal of this Bond is payable to the Owner hereof in lawful money of the United States of America upon presentation and surrender of this Bond at a designated corporate trust office of The Bank of New York Mellon Trust Company, N.A. in San Francisco, California (the “Fiscal Agent”). Interest on this Bond shall be paid by check of the Fiscal Agent mailed by first class mail on each Interest Payment Date to the Owner hereof as of the close of business on the 15th day of the month preceding the month in which the Interest Payment Date occurs (the “Record Date”) at such Owner’s address as it appears on the registration books maintained by the Fiscal Agent, or by wire transfer made on such Interest Payment Date upon written instructions delivered to the Fiscal Agent by the applicable Record Date of any Owner of $1,000,000 or more in aggregate principal amount of Bonds.
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This Bond is one of a duly authorized issue of bonds approved by resolution of the City Council of the City on _________, 2022 (the “Resolution”), pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, Sections 53311, et seq., of the California Government Code (the “Mello-Roos Act”) for the purpose of providing moneys for the construction and acquisition of improvements within the District, and is one of the bonds designated “City of Roseville Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) Special Tax Bonds Series 2022” (the “Bonds”). The issuance of the Bonds and the terms and conditions thereof are provided for by a Fiscal Agent Agreement, dated as of July 1, 2019, as amended and supplemented 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 “Agreement”), by and between the City and the Fiscal Agent and this reference incorporates the Agreement herein, and by acceptance hereof the Owner of this Bond assents to said terms and conditions. The Agreement is authorized under, this Bond is issued under and both are to be construed in accordance with, the laws of the State of California.
Pursuant to the Mello-Roos Act, the Agreement and the Resolution, the principal of and interest on this Bond are payable, on parity with previously issued bonds of the District, solely from the Special Tax Revenues and the amounts in certain funds held under the Agreement. “Special Tax Revenues” means the proceeds of the facilities special tax (“Special Taxes”) levied under the Mello-Roos Act in the District that are 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 a 1% administration charge of the County (as such charge may be changed in the future), but not including interest in excess of the interest due on the Bonds or any penalties collected in connection with any such foreclosure.
Interest on this Bond shall be payable from the Interest Payment Date next preceding the date of authentication hereof, unless (i) it is authenticated on an Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (ii) such date of authentication is after a Record Date but on or prior to an Interest Payment Date, in which event interest will be payable from such Interest Payment Date, or (iii) such date of authentication is prior to the first Record Date, in which event interest will be payable from the Bond Date shown above; provided however, that if at the time of authentication of this Bond, interest is in default hereon, this Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment hereon.
Any tax for the payment hereof shall be limited to the Special Tax, except to the extent that provision for payment has been made by the City as may be permitted by law. The Bonds do not constitute obligations of the City for which the City is obligated to levy or pledge, or has levied or pledged, general or special taxation other than described herein above.
The Bonds are subject to optional redemption from any source of available funds (other than Prepayments of the Special Tax by property owners), in whole or in part among maturities as specified by the City and by lot within a maturity, on any date on and after September 1, _____ at the following respective redemption prices (expressed as percentages of the principal amount of the Bonds to be redeemed), plus accrued interest thereon to the date of redemption:
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Redemption Dates
Redemption
Price
September 1, _____ through August 31, _____
September 1, _____ through August 31, _____
September 1, _____ through August 31, _____
September 1, _____ and any date thereafter
The Bonds are subject to mandatory redemption from Prepayments of the Special Tax by property owners, in whole or in part among maturities as specified by the City and by lot within a maturity, on any Interest Payment Date at the following respective redemption prices (expressed as percentages of the principal amount of the Bonds to be redeemed), plus accrued interest thereon to the date of redemption:
Redemption Dates
Redemption
Price
Interest Payment Dates through and including March 1, _____ September 1, _____ and March 1, _____
September 1, _____ and March 1, _____
September 1, _____ and any Interest Payment Date thereafter The Term Bonds maturing September 1, _____ and September 1, _____ are subject to mandatory sinking payment redemption in part on September 1, _____ and September 1, _____, respectively, and on each September 1 thereafter to maturity, by lot, at a redemption price equal to 100% of the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts as set forth in the following tables:
Term Bonds Maturing September 1, 20_____
Mandatory
Redemption Date
(Sept. 1)
Sinking Fund
Payment
(maturity)
Term Bonds Maturing September 1, 20_____
Mandatory
Redemption Date
(Sept. 1)
Sinking Fund
Payment
(maturity)
The amounts in the foregoing tables shall be reduced pro rata as a result of any prior partial optional or mandatory redemption of the Term Bonds.
Notice of redemption with respect to the Bonds to be redeemed shall be given to the Owners thereof, in the manner, to the extent and subject to the provisions of the Agreement.
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This Bond shall be registered in the name of the Owner hereof, as to both principal and interest. Each registration and transfer of registration of this Bond shall be entered by the Fiscal Agent in books kept by it for this purpose and authenticated by its manual signature upon the certificate of authentication endorsed hereon.
No transfer or exchange hereof shall be valid for any purpose unless made by the registered owner, by execution of the form of assignment endorsed hereon, and authenticated as herein provided, and the principal hereof, interest hereon and any redemption premium shall be payable only to the registered owner or to such Owner’s order. The Fiscal Agent shall require the Owner requesting transfer or exchange to pay any tax or other governmental charge required to be paid with respect to such transfer or exchange. No transfer or exchange hereof shall be required to be made (i) within 15 days prior to the date established by the Fiscal Agent for selection of Bonds for redemption or (ii) with respect to a Bond after such Bond has been selected for redemption.
The Agreement and the rights and obligations of the City thereunder may be modified or amended as set forth therein. The principal of the Bonds is not subject to acceleration upon a default under the Agreement or any other document. This Bond shall not become valid or obligatory for any purpose until the certificate of authentication hereon endorsed shall have been dated and manually signed by the Fiscal Agent. It is hereby certified, recited and declared that all acts, conditions and things required by law to exist, happen and be performed precedent to and in the issuance of this Bond have existed, happened and been performed in due time, form and manner as required by law, and that the amount of this Bond, together with all other indebtedness of the City, does not exceed any debt limit prescribed by the laws or Constitution of the State of California.
Unless this Bond is presented by an authorized representative of The Depository Trust Company to the Fiscal Agent for registration of transfer, exchange or payment, and any Bond issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.
IN WITNESS WHEREOF, the City of Roseville has caused this Bond to be executed by the facsimile signatures of the Mayor and the City Clerk of the City, all as of the Bond Date stated above.
CITY OF ROSEVILLE, for and on behalf of the
CITY OF ROSEVILLE VILLAGES AT SIERRA
VISTA COMMUNITY FACILITIES DISTRICT
NO. 1 (PUBLIC FACILITIES)
By:
Mayor
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By:
City Clerk
FISCAL AGENT’S CERTIFICATE OF AUTHENTICATION
This is one of the Bonds described in the Resolution and the Agreement.
Dated: _____________, 2022
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Fiscal Agent
By:
Authorized Signatory
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned do(es) hereby sell, assign and transfer unto (Name, address and Tax identification Number of Assignee) the within-mentioned registered Bond and hereby irrevocably constitute(s) and appoint(s) , attorney,
to transfer the same on the registration books of the Fiscal Agent with full power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTE: Signature(s) must be guaranteed by a
member firm of the New York Stock Exchange or a
commercial bank or trust company.
NOTE: The signature(s) on this Assignment must
correspond with the name(s) as written on the face of
the within Bond in every particular without alteration
or enlargement or any change whatsoever.
1 $_______
CITY OF ROSEVILLE
VILLAGES AT SIERRA VISTA COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES)
SPECIAL TAX BONDS
SERIES 2022
BOND PURCHASE AGREEMENT
________, 2022
City of Roseville
Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) 311 Vernon Street
Roseville, California 95678
Ladies and Gentlemen:
The undersigned, Piper Sandler & Co., as underwriter (the “Underwriter”), acting not as a fiduciary or agent for you, but on behalf of itself, offers to enter into this Bond Purchase Agreement (this “Purchase Agreement”) with the City of Roseville (the “City”) for its Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) (the “Community Facilities District”), which upon acceptance will be binding upon the Underwriter and the City. The agreement of the Underwriter to purchase the Bonds (as hereinafter defined) is contingent upon the City satisfying all of the obligations imposed upon it under this Purchase Agreement. This offer is made subject to the City’s acceptance by the execution of this Purchase Agreement and its delivery to the Underwriter at or before 11:59 p.m., California time, on the date hereof, and, if not so accepted, will be subject to withdrawal by the Underwriter upon notice delivered to the City at any time prior to the acceptance hereof by the City. All capitalized terms used herein, which are not otherwise defined, shall have the meaning provided for such terms in the Fiscal Agent Agreement, dated as of July 1, 2019 as supplemented and amended by a Supplemental Agreement No. 3 to Fiscal Agent Agreement dated as of _________ 1, 2022 (together, 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”).
1. Purchase, Sale and Delivery of the Bonds.
A. Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein: the Underwriter hereby agrees to purchase from the City and the City hereby agrees to sell to the Underwriter all (but not less than all) of the $________ aggregate principal amount of the City of Roseville Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) Special Tax Bonds, Series 2022 (the “Bonds”), dated the Closing Date (as hereinafter defined), bearing interest at the rates and maturing on the dates and in the principal amounts set forth in Appendix A hereto.
B. The purchase price for the Bonds shall be $_______ (being 100% of the aggregate principal amount thereof, plus an original issue premium of $_______, less an Underwriter’s discount of $______).
The Underwriter agrees to make a bona fide initial public offering of all of the Bonds in compliance with federal and state securities laws, at a price not in excess of the initial offering prices 2 (or yields) set forth in Appendix A attached hereto and incorporated herein by reference. Subsequent to the initial public offering, the Underwriter reserves the right to change the public offering prices (or yields) as it deems necessary in connection with the offering of the Bonds, without any requirement of prior notice, provided that the Underwriter shall not change the interest rates set forth in Appendix A. The Bonds may be offered and sold to certain dealers at prices lower than such initial offering prices.
The Bonds shall be substantially in the form described in, shall be issued and secured under the provisions of, and shall be payable from the Special Taxes and certain other amounts as provided in the Fiscal Agent Agreement, the Preliminary Official Statement (as hereinafter defined), and the Mello-Roos Community Facilities Act of 1982, as amended, being Chapter 2.5, Part 1, Division 2, Title 5 of the Government Code of the State of California (the “Community Facilities District Act” or the “Act”). The issuance of the Bonds has been duly authorized by the City pursuant to a resolution (the “Resolution”), adopted by its City Council (the “City Council”) on behalf of the Community Facilities District, on _______, 2022. The Bonds are being issued on a parity basis with the $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”), the $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”) and the $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”).
The proceeds of the Bonds shall be used to (i) construct and acquire certain public facilities of benefit to the Community Facilities District, (ii) provide for a deposit to a debt service reserve account for the Bonds and (iii) pay costs of issuance of the Bonds.
C. The City hereby acknowledges that the Underwriter is entering into this Purchase Agreement in reliance on the representations, warranties and agreements made by the City on behalf of itself and on behalf of the Community Facilities District herein, and the City shall take all action necessary to enforce its rights hereunder for the benefit of the Underwriter and shall immediately notify the Underwriter if it becomes aware that any representation, warranty or agreement made by the City, on behalf of itself or on behalf of the Community Facilities District, herein is incorrect in any material respect.
D. The City acknowledges and agrees that: (i) the primary role of the Underwriter, as an underwriter, is to purchase securities for resale to investors in an arm’s-length commercial transaction between the City and the Underwriter and that the Underwriter has financial and other interests that differ from those of the City and the Community Facilities District; (ii) the Underwriter is not acting as a municipal advisor, financial advisor or fiduciary to the City, the Community Facilities District, or any other person or entity and has not assumed any advisory or fiduciary responsibility to the City or the Community Facilities District with respect to the transaction contemplated hereby and the discussions, undertakings and proceedings leading thereto (irrespective of whether the Underwriter has provided other services or is currently providing other services to the City or the Community Facilities District on other matters); (iii) the only obligations the Underwriter has to the City or the Community Facilities District with respect to the transaction contemplated hereby expressly are set forth in this Purchase Agreement, except as otherwise provided by applicable rules and regulations of the Securities and Exchange Commission or the rules of the Municipal Securities Rulemaking Board (the “MSRB”); and (iv) the City has consulted its own legal, accounting, tax, financial and other advisors, as applicable, to the extent it has deemed appropriate in connection with the transaction contemplated herein. The City acknowledges that it has previously provided the Underwriter with an acknowledgement of receipt of the required 3 Underwriter disclosure under Rule G-17 of the MSRB and acknowledges that it has engaged Hilltop Securities Inc. (the “Municipal Advisor”), as its municipal advisor (as defined in Securities and Exchange Commission Rule 15Ba1) and will rely solely on the Municipal Advisor for financial advice with respect to the Bonds.
E. Pursuant to the authorization of the City, the Underwriter has distributed copies of the Preliminary Official Statement dated _________, 2022, relating to the Bonds, which, together with the cover page, inside cover page and appendices thereto is herein called the “Preliminary Official Statement.” By its acceptance of this Purchase Agreement, the City hereby consents to and ratifies the use and distribution by the Underwriter of the Preliminary Official Statement, and the City agrees to execute a final official statement relating to the Bonds (the “Official Statement”) which will consist of the Preliminary Official Statement with such changes as may be made thereto, with the approval of Jones Hall, a Professional Corporation, Bond Counsel and Disclosure Counsel (herein called “Bond Counsel”), and the Underwriter, and to provide copies thereof to the Underwriter as set forth in Section 2(S) hereof. The City hereby authorizes and requires the Underwriter to use and promptly distribute, in connection with the offer and sale of the Bonds, the Preliminary Official Statement, the Official Statement and any supplement or amendment thereto. The City further authorizes the Underwriter to use and distribute, in connection with the offer and sale of the Bonds, the Fiscal Agent Agreement, this Purchase Agreement and all information contained herein, and all other documents, certificates and statements furnished by or on behalf of the City or the Community Facilities District to the Underwriter in connection with the transactions contemplated by this Purchase Agreement. The Preliminary Official Statement and/or the Official Statement may be delivered and printed in a “designated electronic format” as defined in the MSRB’s Rule G-32 and as may be agreed to by the City and the Underwriter. The City confirms that it does not object to distribution of the Preliminary Official Statement or the Official Statement in electronic form. A copy of the most recent Preliminary Official Statement sent to a potential purchaser shall be sent by first class mail or electronically (or other equally prompt means) not later than the first business day following the day upon which each such request is received.
F. To assist the Underwriter in complying with Securities and Exchange Commission Rule 15c2-12(b)(5) (the “Rule”), the City will undertake pursuant to the City Continuing Disclosure Certificate, in the form attached as an appendix to the Official Statement (the “City Continuing Disclosure Certificate”), to provide annual reports and notices of certain enumerated events. A description of this undertaking is set forth in the Preliminary Official Statement and will also be set forth in the Official Statement.
G. Except as the Underwriter and the City may otherwise agree, the City will deliver to the Underwriter, at the offices of Bond Counsel in San Francisco, California, or at such other location as may be mutually agreed upon by the Underwriter and the City, the documents hereinafter mentioned; and the City will deliver to the Underwriter through The Depository Trust Company’s (“DTC”) FAST delivery system, the Bonds, in definitive form (all Bonds bearing CUSIP®numbers printed thereon), duly executed by the City and authenticated by the Fiscal Agent in the manner provided for in the Fiscal Agent Agreement and the Community Facilities District Act at 8:00 a.m. California time, on ______, 2022 (the “Closing Date”), and the Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in paragraph (B) of this Section by wire transfer, payable in federal or other immediately available funds (such delivery and payment being herein referred to as the “Closing”). The Bonds shall be in fully registered book-entry form (which may be typewritten) and shall be registered in the name of Cede & Co., as nominee of DTC, which will act as securities depository for the Bonds, and the specimen Bonds will be made available for checking by the Underwriter not less than 5 days prior to the Closing. 4 H. Except as the City and the Underwriter may otherwise agree, the City will deliver to the Underwriter, at the offices of Bond Counsel in San Francisco, California, or at such other location as may be mutually agreed upon by the Underwriter and the City, the documents hereinafter mentioned on the Closing Date.
2. Representations, Warranties and Covenants of the Community Facilities District.
The City represents, warrants and covenants to the Underwriter, on behalf of itself and the Communities Facilities District, as the case may be, that:
A. The City is a municipal corporation duly organized and validly existing pursuant to the Constitution and laws of the State of California (the “State”), has duly authorized the formation of the Community Facilities District pursuant to resolutions duly adopted by the City Council (the “Community Facilities District Formation Resolution”) and has duly authorized the annexation of certain parcels into the Community Facilities District pursuant to resolutions duly adopted by the City Council related to such annexation (the “Annexation Resolutions” and, together with the Resolution and the Community Facilities District Formation Resolution, the “Community Facilities District Resolutions”) and the Act. The City Council, as the legislative body of the Community Facilities District, has duly adopted the Community Facilities District Resolutions, has duly adopted a Resolution and Ordinance levying the Special Taxes (for all purposes herein, as such are defined in the Fiscal Agent Agreement) within the Community Facilities District (the “Ordinance”), and has caused to be recorded in the real property records of Placer County, a notice of special tax lien (the “Notice of Special Tax Lien”) (the Community Facilities District Formation Resolution, the Ordinance, the Annexation Resolutions and the Notice of Special Tax Lien being collectively referred to herein as the “Formation Documents”). Each of the Formation Documents remains in full force and effect as of the date hereof and has not been amended. The Community Facilities District is duly organized and validly existing as a community facilities district under the laws of the State. The City has, and at the Closing Date will have, as the case may be, full legal right, power and authority: (i) to execute, deliver and perform its obligations under this Purchase Agreement and the Fiscal Agent Agreement and to carry out all transactions contemplated by each of such agreements; (ii) to enter into the City Continuing Disclosure Certificate; and (iii) to carry out, give effect to and consummate the transactions contemplated by the Formation Documents, the Fiscal Agent Agreement, this Purchase Agreement and the Official Statement.
This Purchase Agreement, the Fiscal Agent Agreement, and the City Continuing Disclosure Certificate are collectively referred to herein as the “City Documents.” B. By all necessary official action of the City, the City has duly authorized and approved the execution and delivery by the City of, and the performance by City of, the obligations on its part contained in, the City Documents and has approved the use and distribution by the Underwriter of the Preliminary Official Statement and the execution, use and distribution by the Underwriter of the Official Statement, and, as of the date hereof, such authorizations and approvals are in full force and effect and have not been amended, modified or rescinded. When executed and delivered by the parties thereto, the City Documents will constitute the legally valid and binding obligations of the City, on its own behalf and on behalf of the Communities Facilities District, enforceable upon the City and the Community Facilities District in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors’ rights generally. To the best of the City’s knowledge, the City has complied, and will at the Closing Date be in compliance in all respects, with the terms of the City Documents that are applicable to the City, and the Community Facilities District has complied, and will at the Closing Date be in compliance in all respects, with the terms of the City Documents that are applicable to the Community Facilities District. 5 C. The information in the Preliminary Official Statement (other than statements pertaining to the book-entry system and under the headings “THE DISTRICT – Entitlements and Development,” as to which no view is expressed) as of its date was and as of the date hereof is, and in the Official Statement (other than statements pertaining to the book-entry system and under the headings “THE DISTRICT – Entitlements and Development,” as to which no view is expressed) as of its date is, true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and, upon delivery and up to and including 25 days after the End of the Underwriting Period (as defined in paragraph (D) below), the Official Statement will be amended and supplemented so as to contain no misstatement of any material fact or material omission of any statement necessary to make the statements contained therein, in the light of the circumstances in which such statements were made, not misleading.
D. Up to and including 25 days after the End of the Underwriting Period (as defined below), the City will advise the Underwriter promptly of any proposal to amend or supplement the Official Statement and will not effect or consent to any such amendment or supplement without the consent of the Underwriter, which consent will not be unreasonably withheld. The City will advise the Underwriter promptly of the institution of any proceedings known to it by any governmental agency prohibiting or otherwise materially affecting the use of the Official Statement in connection with the offering, sale or distribution of the Bonds. As used herein, the term “End of the Underwriting Period” means the later of such time as: (i) the Bonds are delivered to the Underwriter; or (ii) the Underwriter does not retain, directly or as a member of an underwriting syndicate, an unsold balance of the Bonds for sale to the public. Unless the Underwriter gives notice to the contrary, the End of the Underwriting Period shall be deemed to be the Closing Date. Any notice delivered pursuant to this provision shall be written notice delivered to the City at or prior to the Closing Date and shall specify a date (other than the Closing Date) to be deemed the “End of the Underwriting Period.” If in the opinion of the Underwriter any such event or proceedings requires the preparation and distribution of a supplement or amendment to the Official Statement, the City shall prepare and furnish to the Underwriter, at the City’s expense, such number of copies of the supplement or amendment to the Official Statement, in (i) a “designated electronic format” consistent with the requirements of the MSRB’s Rule G-32 and (ii) a printed format form in substance mutually agreed upon by the City and the Underwriter as the Underwriter may reasonably request. If such amendment or supplement to the Official Statement shall be made subsequent to the Closing Date, the City also shall furnish, or cause to be furnished, such additional legal opinions, certificates, instruments and other documents as the Underwriter may reasonably deem necessary to evidence the truth and accuracy of any such supplement or amendment to the Official Statement.
E. As of the time of acceptance hereof and as of the Closing Date, the City and the Community Facilities District, as applicable, have each complied, and will at the Closing Date be in compliance in all material respects, with the Formation Documents and the City Documents, and any immaterial noncompliance by the City or the Community Facilities District, if any, will not impair the ability of the City or the Community Facilities District, as applicable, to carry out, give effect to or consummate the transactions contemplated by the foregoing. From and after the date of issuance of its Bonds, the City will continue to comply with the covenants of the City contained in the City Documents and it shall cause the Community Facilities District to continue to comply with the covenants of the Community Facilities District contained in the City Documents.
F. Except as described in the Preliminary Official Statement, neither the City nor the Community Facilities District is, and as of the Closing Date, neither will be, in any respect material to the transactions referred to herein or contemplated hereby, in breach of or in default under, any law or administrative rule or regulation of the State, the United States of America, or of 6 any department, division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order, or under any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the City or the Community Facilities District, as the case may be, is a party or is otherwise subject or bound; and, to the City’s knowledge, no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or event of default under any such instrument which breach, default or event could have an adverse effect on the City’s ability or the Community Facilities District’s ability to perform their respective obligations under the City Documents; and as of such times, except as disclosed in the Official Statement, the authorization, execution and delivery of the City Documents and compliance with the provisions of each thereof, or the performance of the conditions precedent to be performed by the City pursuant to this Purchase Agreement, will not conflict with or constitute a breach of or default under any applicable law or administrative rule or regulation of the State, the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order, or under any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the City is a party or is otherwise subject or bound, in any manner which would materially and adversely affect the performance by the City or the Community Facilities District of their respective obligations under the City Documents or the performance of the conditions precedent to be performed by the City pursuant to this Purchase Agreement. The City has received all licenses, permits or other regulatory approvals required, if any, for the pledge, collection and/or application by the Community Facilities District of the Special Taxes (as defined in the Fiscal Agent Agreement) and other moneys pledged to the payment of the principal of and interest on the Bonds under the Fiscal Agent Agreement.
G. Except as may be required under the “blue sky” or other securities laws of any jurisdiction, all approvals, consents, authorizations, elections and orders of, or filings or registrations with, any governmental authority, board, agency or commission having jurisdiction which would constitute a condition precedent to, or the absence of which would materially adversely affect, the performance by the City or the Community Facilities District of their respective obligations under the City Documents, and the performance of the conditions precedent to be performed by the City pursuant to this Purchase Agreement, have been or will be obtained at the Closing Date and are or will be in full force and effect at the Closing Date.
H. At the time of acceptance hereof there is and as of the Closing there will be no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body (collectively and individually, an “Action”) pending (notice of which has been served on the City or the Community Facilities District) or to the best knowledge of the City or the Community Facilities District threatened, in which any such Action: (i) in any way questions the powers of the City Council or the existence of the Community Facilities District or the titles of the officers of the City and/or the Community Facilities District to their respective offices; (ii) affects, contests or seeks to prohibit, restrain or enjoin the issuance or delivery of the Bonds or the payment or collection of Special Taxes or any amounts pledged or to be pledged to pay the principal of and interest on the Bonds, or in any way contests or affects the validity of the City Documents or the consummation of the transactions on the part of the City or the Community Facilities District contemplated thereby; (iii) contests the exclusion of interest on the Bonds from federal or State income taxation or contests the powers of the City or the Community Facilities District which may result in any material adverse change relating to the financial condition of the City or the Community Facilities District; (iv) except as disclosed in the Official Statement, wherein an unfavorable decision, ruling or finding would materially adversely affect the financial position or condition of the City or the Community Facilities District or would result in any material adverse change in the ability of the City to pledge or apply the Special Taxes or to pay debt service on the 7 Bonds; or (v) contests the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or asserts that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and as of the time of acceptance hereof there is and, as of the Closing Date, there will be no known basis for any Action of the nature described in clauses (i) through (v) of this sentence.
I. The City will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter and at the expense of the Underwriter as the Underwriter may reasonably request in order: (i) to qualify the Bonds for offer and sale under the “blue sky” or other securities laws and regulations of such states and other jurisdictions of the United States of America as the Underwriter may designate; and (ii) to determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions and will use its best efforts to continue such qualifications in effect so long as required for the distribution of the Bonds, provided; however, that the City will not be required to execute a special or general consent to service of process or qualify as a foreign corporation in connection with any such qualification in any jurisdiction.
J. The City Documents conform as to form and tenor to the descriptions thereof contained in the Preliminary Official Statement. The City represents that the Bonds, when issued, executed and delivered in accordance with the Fiscal Agent Agreement and sold to the Underwriter as provided herein, will be validly issued and outstanding obligations of the City, entitled to the benefits of the Fiscal Agent Agreement. The City and the Community Facilities District will each comply with the covenant in the Fiscal Agent Agreement to cause the Special Taxes to be levied and collected at the same time and in the same manner as ordinary ad valorem property taxes. The Fiscal Agent Agreement creates a valid pledge of, first lien upon and security interest in, the Special Taxes, and in the moneys in the Special Tax Fund established pursuant to the Fiscal Agent Agreement, on the terms and conditions set forth in the Fiscal Agent Agreement. The Fiscal Agent Agreement creates a valid pledge of the moneys in certain funds and accounts established pursuant to the Fiscal Agent Agreement, subject in all cases to the provisions of the Fiscal Agent Agreement permitting the application thereof for the purposes and on the terms and conditions set forth therein.
K. Except as disclosed in the Preliminary Official Statement, there are, to the best of the City’s knowledge, no entities with outstanding assessment liens against any of the properties within the Community Facilities District which are senior to or on a parity with the Special Taxes.
L. The issuance and sale of the Bonds is not subject to any transfer or other documentary stamp taxes of the State or any political subdivision thereof.
M. The City shall not knowingly take or omit to take any action that, under existing law, may adversely affect the exclusion from gross income for federal income tax purposes, or the exemption from State of California personal income tax, of the interest on the Bonds. The City has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that the City is a bond issuer whose arbitrage certifications may not be relied upon.
N. Any certificate signed on behalf of the Community Facilities District by any officer or employee of the City authorized to do so and delivered to the Underwriter in connection with the issuance and sale of the Bonds shall be deemed to be a representation and covenant by the Community Facilities District to the Underwriter as to the statements made therein. 8 O. The City will apply the proceeds of the Bonds in accordance with the Fiscal Agent Agreement and as described in the Official Statement.
P. At or prior to the Closing, the City will have duly authorized, executed and delivered the City Continuing Disclosure Certificate. Based on a review of previous undertakings, the Preliminary Official Statement and the Official Statement describe the instances in which the City has failed to comply with any previous undertakings with regard to the Rule to provide annual reports or notices of enumerated events in the last five years.
Q. Between the date of this Purchase Agreement and the date of Closing, the City will not offer or issue any bonds, notes or other obligations for borrowed money not previously disclosed to the Underwriter and the City shall not create, assume or guarantee any indebtedness payable from, or pledge or otherwise encumber, the Special Taxes or other assets, properties, funds or interests that will be pledged as security for the Bonds pursuant to the City Documents.
R. Until such time as moneys have been set aside in an amount sufficient to pay all then outstanding Bonds at maturity or to the date of redemption if redeemed prior to maturity, plus unpaid interest thereon and premium, if any, to maturity or to the date of redemption if redeemed prior to maturity, the City will faithfully perform and abide by all of the covenants, undertakings and provisions contained in the Fiscal Agent Agreement.
S. The Preliminary Official Statement was deemed final by a duly authorized officer of the City prior to its delivery to the Underwriter, except for the omission of such information as is permitted to be omitted in accordance with paragraph (b)(1) of the Rule. The City hereby covenants and agrees that, within seven (7) business days from the date hereof, or upon reasonable written notice from the Underwriter within sufficient time to accompany any confirmation requesting payment from any customers of the Underwriter, the City shall cause a final electronic and/or printed form of the Official Statement as set forth in Section 1 above to be delivered to the Underwriter in sufficient quantity to comply with paragraph (b)(4) of the Rule and Rules G-12, G-15, G-32 and G-36 of the Municipal Securities Rulemaking Board.
T. The City hereby approves the preparation and distribution of the Official Statement, consisting of the Preliminary Official Statement with such changes as are noted thereon and as may be made thereto, with the approval of Bond Counsel and the Underwriter from time to time prior to the Closing Date.
U. The issuance of the Bonds complies with the City’s “Goals and Policies Concerning Use of Mello-Roos Community Facilities Act of 1982,” pursuant to Section 53312.7 of the Act [except that the City waived the requirement that the aggregate value to lien ratio of no more than five percent (5%) of the parcels in the Community Facilities District expected to be subject to special taxes to pay debt service shall be below 3:1 or such higher ratio as determined by the City.] V. The City hereby ratifies any prior use of and authorizes the future use by the Underwriter, in connection with the offering and sale of the Bonds, of the Preliminary Official Statement, the Official Statement, this Purchase Agreement and all information contained herein, and all other documents, certificates and written statements furnished by the City to the Underwriter in connection with the transactions contemplated by this Purchase Agreement.
The execution and delivery of this Purchase Agreement by the City shall constitute a representation by the City to the Underwriter that the representations and warranties contained in this Section 2 with respect to the City and the Community Facilities District are true as of the date hereof. 9 3. Conditions to the Obligations of the Underwriter. The obligation of the Underwriter to accept delivery of and pay for the Bonds on the Closing Date shall be subject, at the option of the Underwriter, to the accuracy in all material respects of the representations and warranties on the part of the City, on its own behalf and on behalf of the Community Facilities District, contained herein, to the accuracy in all material respects of the statements of the officers and other officials of the City and the Community Facilities District made in any certificates or other documents furnished pursuant to the provisions hereof, to the performance by the City and the Community Facilities District of their obligations to be performed hereunder at or prior to the Closing Date and, to the following additional conditions:
A. At the Closing Date, the Community Facilities District Resolutions, the Formation Documents, and the City Documents shall be in full force and effect, and shall not have been amended, modified or supplemented, except as may have been agreed to in writing by the Underwriter, and there shall have been taken in connection therewith, with the issuance of the Bonds, and with the transactions contemplated thereby, and by this Purchase Agreement, all such actions as, in the opinion of Bond Counsel, shall be necessary and appropriate.
B. At the Closing Date, except as was described in the Preliminary Official Statement, neither the City nor the Community Facilities District shall be, in any respect material to the Bonds, the City Documents or the transactions referred to herein or contemplated hereby, in breach of or in default under, any law or administrative rule or regulation of the State, the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order, or under any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the City or the Community Facilities District, respectively, is a party or is otherwise subject or bound, and the performance by the City or the Community Facilities District, respectively, of its obligations under the Bonds, the City Documents, the Community Facilities District Resolutions, this Purchase Agreement and any other instruments contemplated by any of such documents, and compliance with the provisions of each thereof, will not conflict with or constitute a breach of or default under any applicable law or administrative rule or regulation of the State, the United States of America or of any department, division, agency or instrumentality of either thereof or under any applicable court or administrative decree or order or under any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the City or the Community Facilities District, respectively, is a party or is otherwise subject or bound, in any manner which would materially and adversely affect the performance by the City or the Community Facilities District, respectively, of its obligations under the City Documents, the Bonds or the Community Facilities District Resolutions.
C. The information contained in the Official Statement is, as of the Closing Date and as of the date of any supplement or amendment thereto pursuant hereto, true and correct in all material respects and does not, as of the Closing Date or as of the date of any supplement or amendment thereto, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
D. The Underwriter shall have the right to cancel its obligation to purchase the Bonds and to terminate this Purchase Agreement by written notice to the City if, between the date of this Purchase Agreement and the Closing Date, in the Underwriter’s sole and reasonable judgment any of the following events shall occur (each a “Termination Event”):
1. Between the date hereof and the Closing Date, the market price or marketability, at the initial offering prices set forth on the cover page of the Official Statement, of 10 the Bonds, or the ability of the Underwriter to enforce contracts for the sale of the Bonds, shall have been materially adversely affected, in the judgment of the Underwriter (evidenced by a written notice to the City terminating the obligation of the Underwriter to accept delivery of and pay for the Bonds), by reason of any of the following:
a. Legislation introduced in or enacted (or resolution passed) by the Congress of the United States of America or the legislature of the State or recommended to the Congress by the President of the United States of America or a member of the President’s Cabinet, the Department of the Treasury, the Internal Revenue Service or any member of Congress or favorably reported for passage to either House of Congress by any committee of such House to which such legislation had been referred for consideration, or a decision rendered by a court established under Article III of the Constitution of the United States of America or by the Tax Court of the United States of America, or an order, ruling, regulation (final, temporary or proposed), press release or other form of notice issued or made by or on behalf of the Treasury Department of the United States of America, the Internal Revenue Service or other federal or State authority with appropriate jurisdiction, with the purpose or effect, directly or indirectly, of imposing federal or State income taxation upon such interest as would be received by any owners of the Bonds beyond the extent to which such interest is subject to taxation as of the date hereof; b. Legislation introduced in or enacted (or resolution passed) by the Congress, or shall have been favorably reported out of committee or be pending in committee, or shall have been recommended to the Congress for passage by the President of the United States of America or a member of the President’s Cabinet, or an order, decree, injunction or decision issued by any court of competent jurisdiction, or an order, ruling, regulation (final, temporary or proposed), press release, statement or other form of notice issued or made by or on behalf of the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, to the effect that obligations of the general character of the Bonds, the Resolution or the City Documents, are not exempt from registration under or other requirements of the Securities Act of 1933, as amended, or that the Fiscal Agent Agreement is not exempt from qualification under or other requirements of the Trust Indenture Act of 1939, as amended, or that the issuance, offering or sale of obligations of the general character of the Bonds, as contemplated hereby or by the Official Statement or otherwise, is or would be in violation of the federal securities laws as amended and then in effect;
c. A general suspension of trading in securities on the New York Stock Exchange or other major exchange shall be in force, or minimum or maximum prices for trading shall have been fixed and be in force, or maximum ranges for prices for securities shall have been required and be in force on any such exchange, whether by virtue of determination by that exchange or by order of the Securities and Exchange Commission or any other governmental authority having jurisdiction;
d. There shall have occurred (1) an outbreak or escalation of hostilities or the declaration by the United States of a national emergency or war or (2) any other calamity or crisis in the financial markets of the United States or elsewhere or the escalation of such calamity or crisis;
e. Except as disclosed in or contemplated by the Official Statement, any material adverse change in the affairs of the City or the Community Facilities District shall have occurred;
11 2. The introduction, proposal or enactment of any amendment to the federal or California Constitution or any action by any federal or State court, legislative body, regulatory body or other authority materially adversely affecting the tax status of the City or the Community Facilities District, their property, income, securities (or interest thereon), the validity or enforceability of Special Taxes;
3. Any event occurring or information becoming known which, in the judgment of the Underwriter, makes untrue or incorrect in any material respect any statement or information contained in the Preliminary Official Statement or in the Official Statement or has the effect that the Preliminary Official Statement or the Official Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
4. A general banking moratorium shall have been declared by federal, State of New York or State of California officials authorized to do so or a material disruption in securities settlement, payment or clearance services affecting the Bonds shall have occurred;
5. Any new restriction on transactions in securities materially affecting the market for securities (including the imposition of any limitation in interest rates) or the extension of credit by, or a charge to the net capital requirements of, underwriters shall have been established by the New York Stock Exchange, the Comptroller of the Currency, the Securities and Exchange Commission or any other federal or State agency or the Congress of the United States of America, or by Executive Order;
6. A decision by a court of the United States of America shall be rendered, or a stop order, release, regulation or no-action letter by or on behalf of the Securities and Exchange Commission or any other governmental agency having jurisdiction of the subject matter shall have been issued or made, to the effect that the issuance, offering or sale of the Bonds as contemplated by this Purchase Agreement or by the Official Statement, or any document relating to the issuance, offering or sale of the Bonds is or would be in violation of any provision of the federal securities laws at the Closing Date, including the Securities Act of 1933, the Securities Exchange Act of 1934 and the Trust Indenture Act of 1939;
7. Any proceeding shall have been commenced or be threatened in writing by the Securities and Exchange Commission against the City or the Community Facilities District.
8. The commencement of an Action described in Section 2(H).
Upon the occurrence of a Termination Event and the termination of this Purchase Agreement by the Underwriter, all obligations of the City, the Community Facilities District, and the Underwriter under this Agreement shall terminate, without further liability, except that the City and the Underwriter shall pay their respective expenses as set forth in Section 6 below.
E. At or prior to the Closing Date, the Underwriter shall have received a counterpart original or certified copy of the following documents, in each case satisfactory in form and substance to the Underwriter:
1. Official Statement. The Official Statement and each supplement or amendment, if any thereto, executed by an authorized officer of the City; 12 2. Fiscal Agent Agreement. The Fiscal Agent Agreement, duly executed and delivered by the City and the Fiscal Agent;
3. Resolutions. Certifications by the City Clerk with respect to each resolution and ordinance of the City Council, for the City or as the legislative body of the Community Facilities District, relating to the City Documents, the transactions contemplated thereby, formation of the Community Facilities District and issuance of the Bonds;
4. City Continuing Disclosure Certificate. The City Continuing Disclosure Certificate executed and delivered by the City;
5. Bond Counsel Opinion. An unqualified approving opinion for the Bonds, dated the Closing Date and addressed to the City, of Bond Counsel, to the effect that the Bonds are the valid, legal and binding obligations of the City and that the interest thereon is excluded from gross income for federal income tax purposes and exempt from personal income taxes of the State, in substantially the form included as Appendix D to the Official Statement, together with a letter of Bond Counsel, dated the Closing Date and addressed to the Underwriter, to the effect that such opinion addressed to the City may be relied upon by the Underwriter to the same extent as if such opinion was addressed to it;
6. Supplemental Opinion. A supplemental opinion or opinions, dated the Closing Date and addressed to the Underwriter, of Bond Counsel, to the effect that:
(i) this Purchase Agreement has been duly authorized, executed and delivered by the City and, assuming due authorization, execution and delivery by the other parties thereto, constitutes the legal, valid and binding agreement of the City and is enforceable in accordance with its terms, except to the extent that enforceability may be limited by moratorium, bankruptcy, reorganization, insolvency or other similar laws affecting creditors’ rights generally or by the exercise of judicial discretion in accordance with general principles of equity or otherwise in appropriate cases and by limitations on legal remedies against public agencies in the State; (ii) the Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Fiscal Agent Agreement is exempt from qualification under the Trust Indenture Act of 1939, as amended;
(iii) the information contained in the Official Statement on the cover and under the captions “THE BONDS” (other than by reference Appendix G – DTC AND THE BOOK ENTRY SYSTEM), “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS,” “LEGAL OPINION,” “TAX MATTERS” and in Appendices D and F to the Official Statement (excluding any financial, statistical and economic data, forecasts, numbers, charts, graphs, estimates, projections, and assumptions and any information regarding The Depository Trust Company and the book-entry system as to which Bond Counsel need express no opinion or view, and further, excluding any material that may be treated as included under such captions by crossreference), are accurate insofar as such statements purport to summarize certain provisions of the Bonds, the Fiscal Agent Agreement, Bond Counsel’s final approving opinion and the Community Facilities District Act; and
(iv) the Community Facilities District has been duly formed, and the Special Taxes have been duly and validly levied in accordance with the provisions of the Act and, except to the extent prohibited by moratorium, bankruptcy, reorganization, fraudulent conveyance or 13 transfer, insolvency or other similar laws affecting creditors’ rights generally, a lien to secure payment of the Special Taxes has been imposed on taxable property in the Community Facilities District;
7. City Attorney Opinion. An opinion, dated the Closing Date and addressed to the Underwriter, of the City Attorney to the City and counsel to the Community Facilities District, substantially in the form of Appendix B hereto;
8. Closing Certificate of the City. A certificate, dated the Closing Date, and signed by an authorized officer of the City substantially in the form of Appendix C hereto, together with such additional certifications as Bond Counsel may require;
9. Bank Incumbency Certificate. Certified copies of the general resolution of the Fiscal Agent authorizing the execution and delivery of certain documents by certain officers of the Fiscal Agent, which resolution authorizes the execution of the Fiscal Agent Agreement and the authentication of the Bonds;
10. Fiscal Agent’s Certificate. A certificate of the Fiscal Agent, dated the Closing Date, in form and substance acceptable to the Underwriter and its counsel, substantially in the form of Appendix D hereto;
11. Fiscal Agent’s Counsel Opinion. An opinion of counsel to the Fiscal Agent, dated the Closing Date, addressed to the Underwriter and the City, substantially in the form of Appendix E hereto;
12. Disclosure Counsel Opinion. An opinion, dated the Closing Date and addressed to the Underwriter and to the City, of Jones Hall, a Professional Corporation, as disclosure counsel (“Disclosure Counsel”), in form and substance acceptable to the Underwriter;
13. Opinion of Underwriter’s Counsel. An opinion of Kutak Rock LLP, counsel to the Underwriter, dated the date of the Closing, addressed to the Underwriter, in form and substance acceptable to the Underwriter;
14. Special Tax Consultant Certificate. A certificate, dated the Closing Date from Willdan Financial Services substantially in the form attached as Appendix F hereto;
15. Transcript. A transcript of all proceedings relating to the authorization, issuance, sale and delivery of the Bonds, including certified copies of the Fiscal Agent Agreement and all resolutions of the City and the Community Facilities District relating thereto;
16. Nonarbitrage Certificate. A certificate of the City, dated the Closing Date, in a form acceptable to Bond Counsel and the Underwriter, that the Bonds are not arbitrage bonds within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended;
17. Specimen Bonds. Copies of the Specimen Bonds;
18. Issue Price Certificate. An issue price certificate of the Underwriter in the form attached as Appendix K hereto;
19. Certificate of Underwriter. A certificate from the Underwriter to the City, in form satisfactory to the City and signed by an authorized officer of the Underwriter, 14 accepting delivery of the Bonds to the Underwriter and receipt of all documents required by the Underwriter, and the satisfaction or waiver of all conditions and terms of this Purchase Agreement by the City, and confirming to the City that as of the Closing Date, all of the representations of the Underwriter contained in this Purchase Agreement are true, complete and correct in all material respects;
20. Form 8038-G. An Information Return for Tax-Exempt Bond Issues (Internal Revenue Service Form 8038-G), in a form satisfactory to Bond Counsel for filing, executed by a duly authorized officer of the City, together with evidence that such Form 8038-G has been mailed;
21. CDIAC Statements. Copies of filings with the California Debt and Investment Advisory Commission relating to the issuance of the Bonds;
22. Letter of Representations. A copy of the Blanket Letter of Representations to DTC relating to the Bonds signed by the City;
23. Certificate Regarding Preliminary Official Statement. Prior to and in connection with printing and distribution of the Preliminary Official Statement, (i) an executed certificate of the City, and (ii) an executed certificate of John Mourier Construction, Inc. (“JMC Homes” or the “Property Owner”) in the form under Appendix G hereto.
24. Property Owner Continuing Disclosure Certificate. An executed copy of the Property Owner Continuing Disclosure Certificate from JMC Homes in the form included as an appendix to the Official Statement.
25. Property Owner Bring-Down Certificate. An executed bring-down certificate from JMC Homes, dated as of the Closing Date, in forms and substance as set forth in Appendix H hereto.
26. Property Owner Counsel Opinion. The opinion of counsel to JMC Homes in the form attached under Appendix I hereto, addressed to the City and the Underwriter.
27. Appraiser Closing Certificate. A certificate in form and substance as set forth in Appendix J hereto of Integra Realty Resources, the appraiser of the property within the Community Facilities District, dated as of the Closing Date.
28. Richmond American Certificates. A certificate from Richmond American Homes of Maryland, Inc. (“Richmond American”), dated the date of the Preliminary Official Statement, in a form acceptable to Bond Counsel and the Underwriter, that the information in the Preliminary Official Statement under the captions “THE DISTRICT” and “OWNERSHIP OF PROPERTY WITHIN THE DISTRICT” describing (i) Richmond American, (ii) the property being developed by Richmond American within the Community Facilities District (the “Property”), (iii) Richmond American’s development plan and financing plan for its Property and (iv) the status of development of its Property does not contain any untrue statement of a material fact and does not omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and a certificate of Richmond American dated the Closing Date, in a form acceptable to Bond Counsel and the Underwriter, that the information in the Official Statement under the captions “THE DISTRICT” and “OWNERSHIP OF PROPERTY WITHIN THE DISTRICT” describing (i) Richmond American, (ii) the Property being developed by Richmond American within the Community Facilities District, (iii) 15 Richmond American’s development plan and financing plan for its Property and (iv) the status of development of its Property did not, as of the date of the Official Statement, and as of the Closing Date, does not contain any untrue statement of a material fact, and did not, as of the date of the Official Statement, and as of the Closing Date, does not omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
29. Parity Bonds Certificate. A certificate in form and substance required pursuant to the Fiscal Agent Agreement regarding the issuance of the Bonds as Additional Bonds on a parity with the 2019 Bonds, 2020 Bonds and 2021 Bonds.
30. Additional Documents. Such additional legal opinions, certificates, instruments and other documents as the Underwriter may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the Closing Date, of the material representations and warranties of the City, on its own behalf and on behalf of the Community Facilities District, contained herein, and of the statements and information contained in the Official Statement and the due performance or satisfaction by the City at or prior to the Closing of all agreements then to be performed and all conditions then to be satisfied by the City and the Community Facilities District in connection with the transactions contemplated hereby and by the Fiscal Agent Agreement and the Official Statement.
If the City shall be unable to satisfy the conditions to the obligations of the Underwriter to purchase, accept delivery of and pay for the Bonds contained in this Purchase Agreement, or if the obligations of the Underwriter to purchase, accept delivery of and pay for the Bonds shall be terminated for any reason permitted by this Purchase Agreement, this Purchase Agreement shall terminate and neither the City nor the Underwriter shall be under any further obligation hereunder, except that the respective obligations of the Underwriter and the City set forth in Section 6 hereof shall continue in full force and effect.
4. Representations and Agreements of the Underwriter. The Underwriter represents to and agrees with the City that, as of the date hereof and as of the date of the Closing:
A. The Underwriter is duly authorized to execute and deliver this Purchase Agreement and to take any action under the Purchase Agreement required to be taken by it.
B. The Underwriter is in compliance with MSRB Rule G-37 with respect to the City and the Community Facilities District, and is not prohibited thereby from acting as underwriter with respect to securities of the City and the Community Facilities District. The Underwriter is in compliance with MSRB Rule G-17 with respect to the City and the Community Facilities District.
C. The Underwriter has, and has had, no financial advisory relationship with the City or the Community Facilities District with respect to the Bonds, and no investment firm controlling, controlled by or under common control with the Underwriter has or has had any such financial advisory relationship, within the meaning of California Government Code Section 53590, or otherwise.
D. The Underwriter has not paid or agreed to pay, nor will it pay or agree to pay, any entity, company, firm or person (including, but not limited to, the City’s financial consultants, or any officer, agent or employee thereof), other than a bona fide officer, agent or employee working for the Underwriter, any compensation, fee, gift or other consideration contingent upon or resulting from the award of or entering into this Purchase Agreement.
16 E. The Underwriter has reasonably determined that the City’s undertaking in the City Continuing Disclosure Certificate to provide continuing disclosure with respect to the Bonds is sufficient to effect compliance with the Rule.
5. Establishment of Issue Price.
A. The Underwriter agrees to assist the City in establishing the issue price of the Bonds and shall execute and deliver to the City at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Appendix K, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the City and Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds.
B. Except as otherwise set forth in Appendix A attached hereto, the City will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the City the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the City the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% test has been satisfied as to the Bonds of that maturity, provided that, the Underwriter’s reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the City or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds.
C. The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Appendix A attached hereto, except as otherwise set forth therein. Appendix A also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the Underwriter represents that (i) the 10% test has been satisfied (assuming orders are confirmed by the close of the business day immediately following the date of this Purchase Agreement) and (ii) the 10% test has not been satisfied and for which the City and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the City to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
a. the close of the fifth (5th) business day after the sale date; or b. the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.
The Underwriter will advise the City promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. 17 D. The Underwriter confirms that:
(i) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(A)(i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter and (ii) to comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter,
(B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and (C) to acknowledge that, unless otherwise advised by the dealer or broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. The City acknowledges that, in making the representation set forth in this section, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The City further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds.
18 F. The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section.
Further, for purposes of this section:
a. “public” means any person other than an underwriter or a related party;
b. “underwriter” means (A) any person that agrees pursuant to a written contract with the City (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a third-party distribution agreement participating in the initial sale of the Bonds to the public);
c. a purchaser of any of the Bonds is a “related party” to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (A) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (B) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (C) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other); and
d. “sale date” means the date of execution of this Purchase Agreement by all parties.
6. Expenses.
A. Whether or not the Underwriter accepts delivery of and pays for the Bonds as set forth herein, it shall be under no obligation to pay, and the City shall pay out of the proceeds of the Bonds or any other legally available funds of the City, all expenses incidental to the performance of the City’s obligations hereunder, including but not limited to the cost of printing and delivering the Bonds to the Underwriter; the costs of printing and shipping the Preliminary Official Statement and the Official Statement; the fees and disbursements of the City, the Community Facilities District, the Fiscal Agent, Bond Counsel, Disclosure Counsel, accountants and any other experts or consultants retained by the City or the Community Facilities District in connection with the issuance and sale of the Bonds; and any other expenses not specifically enumerated in paragraph (B) of this Section incurred in connection with the issuance and sale of the Bonds.
B. Whether or not the Bonds are delivered to the Underwriter as set forth herein, the City shall be under no obligation to pay, and the Underwriter shall be responsible for and pay, CUSIP®and CDIAC fees and expenses to qualify the Bonds for sale under any “blue sky” laws; and all other expenses incurred by the Underwriter in connection with its public offering and distribution of the Bonds not specifically enumerated in paragraph (A) of this Section, including the fees and disbursements of its counsel.
19 7. Undertakings of the City. The City agrees: (a) to inform the Underwriter, from time to time, upon the reasonable request of the Underwriter, of the amount then on deposit in the Reserve Fund and all accounts thereunder; and (b) to make available to the Underwriter, upon reasonable request of the Underwriter, at the expense of the City, sufficient copies of its audited financial statements, if any, and any resolutions of its legislative body with respect to the Community Facilities District Resolutions, the Bonds, the Fiscal Agent Agreement, the Official Statement, any amendments or supplements thereto, and other documents relating to the Bonds and pertaining to the City or the Community Facilities District adopted or executed, as the case may be, after the Closing Date, to the extent that such documents are publicly available.
8. Notices. Any notice of other communication to be given to the City under this Purchase Agreement may be given by delivering the same in writing to the City of Roseville, 311 Vernon Street, Roseville, California 95678, Attention: Finance Director; any notice or other communication to be given to the Underwriter under this Purchase Agreement may be given by delivering the same in writing to Piper Sandler & Co., 2321 Rosecrans Ave., Suite 3200, El Segundo, California 90245 Attention: Public Finance. All such notices, requests or other communications may be made by telephone, personal or courier delivery, registered or certified mail, facsimile transmission or electronic communication, provided that delivery by facsimile transmission or electronic communication must be confirmed by the sender. The City and the Underwriter may, by notice given as aforesaid, specify a different address for any such notices, requests or other communications.
9. Parties In Interest. This Purchase Agreement is made solely for the benefit of the City and the Underwriter (including any successors or assignees of the Underwriter) and no other person shall acquire or have any right hereunder or by virtue hereof. The City and the Underwriter may not assign this Agreement. The term “successor” shall not include any holder of any Bonds merely by virtue of such holding.
10. Survival of Representations and Warranties. The representations and warranties of the City under this Purchase Agreement shall not be deemed to have been discharged, satisfied or otherwise rendered void by reason of the Closing and regardless of any investigations made by or on behalf of the Underwriter (or statements as to the results of such investigations) concerning such representations and statements of the City or the Community Facilities District and regardless of delivery of and payment for the Bonds.
11. Severability. If any provision of this Purchase Agreement is, or is held or deemed to be, invalid, inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions, because it conflicts with any provisions of any constitution, statute, rule of public policy or for any other reason, such circumstances shall not make the provision in question invalid, inoperative or unenforceable in any other case or circumstance, or make any other provision or provisions of this Agreement invalid, inoperative or unenforceable to any extent whatsoever.
12. Execution in Counterparts. This Purchase Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.
13. Effective. This Purchase Agreement shall become effective and binding upon the respective parties hereto upon the execution of the acceptance hereof by the City and shall be valid and enforceable as of the time of such acceptance.
20 14. No Prior Agreements. This Purchase Agreement supersedes and replaces all prior negotiations, agreements and understanding between the parties hereto in relation to the sale of the Bonds by the City.
15. Governing Law. This Purchase Agreement shall be governed by the laws of the State.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
16. Effective Date. This Purchase Agreement shall become effective and binding upon the respective parties hereto upon the execution of the acceptance hereof by the City and shall be valid and enforceable as of the time of such acceptance.
Very truly yours,
PIPER SANDLER & CO.
By:
Its: Authorized Officer
The foregoing is hereby agreed to and
accepted as of the date first above written:
CITY OF ROSEVILLE
By:
Authorized Representative
Time of Execution: _____________ p.m. California time
[EXECUTION PAGE OF BOND PURCHASE AGREEMENT – CITY OF ROSEVILLE VILLAGES AT SIERRA VISTA COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES) SPECIAL TAX BONDS, SERIES 2022]
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APPENDIX A
$____________
CITY OF ROSEVILLE
VILLAGES AT SIERRA VISTA COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES)
SPECIAL TAX BONDS
SERIES 2022
MATURITY SCHEDULE
Maturity
(September 1)
Principal
Amount
Interest
Rate Yield Price
10% Test
Satisfied*
10% Test
Not
Satisfied
Subject to
Hold-TheOfferingPrice Rule
(marked if
used)
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
20__
(T)
20__
(T)
20__
(T)
20__
(T)
_________________________________
(T) Term Bond.
(C) Priced to optional call at [par] on September 1, 20__. * At the time of execution of this Purchase Agreement and assuming orders are confirmed by the close of the business day immediately following the date of this Purchase Agreement.
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APPENDIX B
OPINION OF CITY ATTORNEY
[Closing Date]
Piper Sandler & Co.
2321 Rosecrans Ave., Suite 3200
El Segundo, California 90245
Attention: Public Finance
City of Roseville
Villages at Sierra Vista Community Facilities
District No. 1
(Public Facilities)
311 Vernon Street
Roseville, California 95678
Re: City of Roseville Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) Special Tax Bonds, Series 2022
Ladies and Gentlemen:
We have acted as City Attorney for the City of Roseville (the “City”) and counsel for the Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) (the “Community Facilities District”), in connection with the purchase and sale of the City of Roseville Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) Special Tax Bonds, Series 2022 (the “Bonds”). As such Counsel, we have reviewed the Bond Purchase Agreement, dated [BPA Date] (the “Purchase Agreement”), by and between Piper Sandler & Co. (the “Underwriter”) and the City, the Fiscal Agent Agreement, dated as of July 1, 2019, as supplemented and amended by a Supplemental Agreement No. 3 to Fiscal Agent Agreement dated as of _________ 1, 2022 (together, 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 City Continuing Disclosure Certificate, dated [Closing Date], by and between the Fiscal Agent and the City (the “City Continuing Disclosure Certificate”), the Preliminary Official Statement, dated [POS Date], relating to the Bonds (the “Preliminary Official Statement”), the Official Statement, dated [OS Date], relating to the Bonds (the “Official Statement”), Resolution No. ______ adopted by the City Council of the City on ______, 2022 (“Bond Resolution”), and such other documents, certificates, records and papers as we have deemed necessary to render the below opinions.
The Bonds, Fiscal Agent Agreement, Purchase Agreement, and the City Continuing Disclosure Certificate, are collectively referred to herein as the “Bond Documents.” Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Purchase Agreement.
With your permission we have assumed, without undertaking to verify the same by independent investigation, the following: (a) the authenticity of original documents and the genuineness of all signatures (other than those of the City and the Community Facilities District); (b) the conformity to the originals of all documents submitted to us as copies; (c) the truth, accuracy, and completeness of the information, representations, and warranties contained in these documents, certificates, records and papers we have reviewed; and (d) compliance with all covenants and agreements contained in such documents.
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Based on the foregoing, and in reliance thereon, as of the date hereof, we are of the following opinions:
1. The City is a municipal corporation duly organized and validly existing pursuant to the Constitution and laws of the State of California;
2. The Community Facilities District is duly organized and validly existing as a community facilities district under the Constitution and laws of the State;
3. The Bond Resolution and the Annexation Resolutions were duly adopted at a meeting of the City Council, which meeting was duly called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout;
4. The preparation and distribution of the Preliminary Official Statement and the Official Statement have been duly approved by the City Council, acting for itself or as the Legislative Body of the Community Facilities District;
5. The execution and delivery by the City of the Bond Documents, and the Bonds and the performance of its obligations thereunder have been duly authorized by all requisite action of the City Council, acting for itself or as the Legislative Body of the Community Facilities District, and the Bonds and the Bond Documents have been duly executed and delivered by the Community Facilities District, and constitute legal, valid and binding obligations of the Community Facilities District enforceable against the Community Facilities District, in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights in general and to the application of equitable principles if equitable remedies are sought;
6. To the best of our knowledge, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body is pending or to the best of such counsel’s knowledge, threatened in any way affecting the existence of the City or the Community Facilities District or the titles of the officers of each to their respective offices, or seeking to restrain or to enjoin the execution and delivery of the Bond Documents, or the issuance, sale or delivery of the Bonds or the application of the proceeds thereof or the collection or application of the Special Taxes, or the exclusion from gross income for State personal income taxes of interest on the Bonds, or in any way contesting or affecting the validity or enforceability of the Bonds, the Bond Documents or any action of the City or the Community Facilities District contemplated by any of said documents or in any way contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or the powers of the City or its authority with respect to the Purchase Agreement or any other applicable agreement, or any action on the part of the City or the Community Facilities District contemplated by any of said documents;
7. To the best of our knowledge, the City and the Community Facilities District are not in breach of or in default under any court or administrative decree or order, or under any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the City or the Community Facilities District is a party or is otherwise subject or bound, including the Bond Documents, a consequence of which could be to materially and adversely affect the ability of the City or the Community Facilities District to perform their obligations under the Bonds, the Bond Documents or which, with the passage of time or the giving of notice or both, would constitute an event of default thereunder; and;
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8. To the best of our knowledge, the adoption of the Bond Resolution and the execution and delivery of the Bonds and the Bond Documents, did not and will not conflict with or constitute a breach of or default under any applicable court or administrative decree or order, or under any loan agreement, note, ordinance, resolution, indenture, contract, agreement or other instrument to which the City or the Community Facilities District, as the case may be, is a party or is otherwise subject or bound, a consequence of which could be to materially and adversely affect the ability of City or the Community Facilities District to perform their obligations under the Bonds or any Bond Documents.
The opinions set forth above are subject to the following additional qualifications:
General principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law; and limitations imposed by bankruptcy, insolvency, fraudulent conveyance, receivership, conservatorship, reorganization, arrangement, liquidation, moratorium or other similar laws affecting the enforcement of creditors’ rights in general heretofore or hereafter enacted, as such laws may be applied in the event of bankruptcy, insolvency, reorganization, arrangement, receivership, conservatorship, liquidation, readjustment of debt or other similar proceedings of, or moratorium or similar occurrence affecting municipal corporations in the State.
We express no opinion as to matters governing by laws other than the laws of the State and the federal laws of the United States of America, or the enforceability of any choice of law provision in the documents described herein.
This opinion is solely for your benefit in connection with the transactions covered by the first paragraph of this letter and may not be relied upon or used by, circulated, quoted or referred to, nor may copies hereof be delivered to, any other person or for any other purpose without our prior written approval; provided, however, copies of this opinion may be included in the closing transcripts for the transactions connected with the issuance of the Bonds. We disclaim any obligation to update this opinion letter for events occurring or coming to our attention after the date hereof.
Respectfully submitted,
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APPENDIX C
CITY OF ROSEVILLE
VILLAGES AT SIERRA VISTA COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES)
SPECIAL TAX BONDS
SERIES 2022
CLOSING CERTIFICATE OF THE CITY
I, the undersigned, hereby certify that I am the ________ of the City of Roseville (the “City”), the City Council (the “City Council”) of which is the Legislative Body for Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) (the “Community Facilities District”), a community facilities district duly organized and existing under the laws of the State of California (the “State”) and I am authorized to execute this Certificate on behalf of the City in connection with the issuance of the above-captioned bonds (the “Bonds”). All capitalized terms herein not otherwise defined shall have the meanings given such terms in the Bond Purchase Agreement (the “Bond Purchase Agreement”), dated [BPA Date], by and between the City and Piper Sandler & Co.
I further certify on behalf of the City that:
(i) The representations, warranties and covenants of the City contained in the Bond Purchase Agreement, made on behalf of the City and the Community Facilities District, are true and correct in all material respects on and as of the date hereof as if made on the date hereof; (ii) The Community Facilities District Resolutions, Formation Documents and the City Documents are in full force and effect and have not been amended, modified or supplemented; (iii) Except as described in the Official Statement, there is no action, suit, proceeding, inquiry or investigation at law or in equity, or by any court or regulatory agency, public board or body pending, with respect to which the City or the Community Facilities District has been served with process, or to the best knowledge of the City or the Community Facilities District, threatened wherein an unfavorable decision, ruling or finding would: (a) affect the creation, organization, existence or powers of the City or the Community Facilities District, or the titles of their officers to their respective offices, (b) enjoin or restrain the issuance, sale and delivery of the Bonds, the levy or collection of the Special Taxes or any other moneys or property pledged or to be pledged under the Fiscal Agent Agreement, or the pledge thereof, (c) in any way question or affect any of the rights, powers, duties or obligations of the City or the Community Facilities District with respect to the Special Taxes or moneys and assets pledged or to be pledged to pay the principal of, premium, if any, or interest on the Bonds, (d) in any way question or affect any authority for the issuance of the Bonds, or the validity or enforceability of the Bonds or the proceedings relating to the issuance of the Bonds, or (e) in any way question or affect the Bond Purchase Agreement or the transactions contemplated thereby, the Official Statement or the City Documents; (iv) The information in the Preliminary Official Statement (other than statements pertaining to the book-entry system and under the headings “THE DISTRICT – Entitlements and Development,” as to which no view is expressed) as of its date was and as of the date hereof is, and in the Official Statement (other than statements pertaining to the book-entry system and under the headings “THE DISTRICT – Entitlements and Development,” as to which no view is expressed) as C-2
of its date was and as of the date hereof is, true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (v) The City has complied with all agreements and covenants, and satisfied all conditions, on its part to be complied with or satisfied under the Bond Purchase Agreement and under the Community Facilities District Resolutions, the Formation Documents, the City Documents and the Official Statement at or prior to the date hereof; (vi) No event has occurred since the date of the Official Statement which either makes untrue or incorrect in any material respect as of the date hereof any statement or information contained in the Preliminary Official Statement or the Official Statement (other than statements pertaining to the book-entry system and under the headings “THE DISTRICT – Entitlements and Development,” as to which no view is expressed) or is not reflected in the Official Statement but should be reflected therein in order to make the statements and information therein not misleading in any material respect;
(vii) The use of and distribution by the Underwriter of the Preliminary Official Statement and the Official Statement in connection with the offer and sale of the Bonds is hereby ratified; and (viii) The City and the Community Facilities District are each in compliance with all covenants set forth in the Fiscal Agent Agreement.
IN WITNESS WHEREOF, the undersigned has executed this certificate as of the date set forth below.
Dated: [Closing Date] CITY OF ROSEVILLE
By:
Its:
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APPENDIX D
FISCAL AGENT’S CERTIFICATE
The undersigned is an authorized officer of The Bank of New York Mellon Trust Company, N.A. (the “Bank”), and as such, is familiar with the facts herein certified and is authorized and qualified to state and certify the following:
(i) The Bank is duly organized and existing as a national banking association under the laws of the United States of America, having the full power and authority to accept and perform its duties under the Fiscal Agent Agreement, dated as of July 1, 2019, as supplemented and amended by a Supplemental Agreement No. 3 to Fiscal Agent Agreement dated as of _________ 1, 2022 (together, the “Fiscal Agent Agreement”) by and between the City and the Bank. Capitalized terms used herein and not otherwise defined have the meanings given to such terms in the Bond Purchase Agreement, dated [BPA Date], by and between the City and Piper Sandler & Co.; (ii) Pursuant to the Fiscal Agent Agreement, the Bank will apply the proceeds from the Bonds to the purposes specified in the Fiscal Agent Agreement; (iii) The Bank is duly authorized to accept the obligations created by the Fiscal Agent Agreement and to authenticate the Bonds pursuant to the terms of the Fiscal Agent Agreement;
(iv) The Fiscal Agent Agreement has been duly authorized, executed and delivered by the Bank and, assuming due authorization, execution and delivery thereof by the other parties thereto, constitutes a valid and binding agreement of the Bank enforceable against the Bank in accordance with its terms;
(v) The Bonds have been validly authenticated and delivered by the Bank pursuant to the Fiscal Agent Agreement;
(vi) No consent, approval, authorization or other action by any governmental or regulatory authority having jurisdiction over the Bank that has not been obtained is or will be required for the authentication of the Bonds or the consummation by the Bank of the other transactions contemplated to be performed by the Bank in connection with the authentication of the Bonds and the acceptance and performance of the obligations created by the Fiscal Agent Agreement;
(vii) To the knowledge of the Fiscal Agent, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body that has been served on the Bank or, threatened in any way affecting the existence of the Bank, or seeking to restrain or to enjoin the execution and delivery of the Fiscal Agent Agreement or the authentication of the Bonds, by the Bank, or in any way contesting or affecting the validity or enforceability, as against the Bank, of the Fiscal Agent Agreement or any action of the Bank contemplated by any of said documents, or in which an adverse outcome would materially and adversely affect the ability of the Bank to perform its obligations under the Fiscal Agent Agreement; D-2
(viii) The Bank is not in breach of or in default under any applicable law or administrative rule or regulation of the State of California (the “State”) or the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order, or under any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the Bank is a party or is otherwise subject or bound, a consequence of which could be to materially and adversely affect the ability of the Bank to perform its obligations under the Fiscal Agent Agreement (provided, however, that the Bank does not certify as to compliance with State or federal securities laws); and (ix) The authentication of the Bonds, and the execution and delivery of the Fiscal Agent Agreement by the Bank, and compliance with the provisions of each, will not conflict in any material respect with or constitute a breach of or default under any applicable law or administrative rule or regulation of the State or the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any material agreement or other material instrument to which the Bank is a party or is otherwise subject or bound, a consequence of which could be to materially and adversely affect the ability of the Bank to perform its obligations under the Fiscal Agent Agreement.
Dated: [Closing Date] THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Fiscal Agent
By:
Authorized Officer
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APPENDIX E
FISCAL AGENT’S COUNSEL OPINION
[Closing Date]
City of Roseville
Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) Roseville, California 95678
Piper Sandler & Co.
2321 Rosecrans Ave., Suite 3200
El Segundo, California 90245
Re: City of Roseville Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) Special Tax Bonds, Series 2022 Ladies and Gentlemen:
We have acted as counsel for The Bank of New York Mellon Trust Company, N.A., a national banking association (the “Bank”) in connection with the execution by the Bank of the Fiscal Agent Agreement, dated as of July 1, 2019, as supplemented and amended by a Supplemental Agreement No. 3 to Fiscal Agent Agreement dated as of _________ 1, 2022 (together, the “Fiscal Agent Agreement”) by and between the City and the Bank. We are generally familiar with the Articles of Association and the Bylaws of the Bank and are also familiar with the corporate proceedings of the Bank with regard to its authorization, execution and delivery of the Fiscal Agent Agreement. Capitalized terms used herein shall have the respective meanings ascribed to them in the Fiscal Agent Agreement, except as otherwise defined herein.
We have examined such documents and have reviewed such questions of law as we have considered necessary and appropriate for the purposes of this opinion. In such review, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity with originals of all documents submitted to us as copies. Where questions of fact material to our opinions expressed below were not established independently, we have relied upon statements of officers of the Bank as contained in their certificates.
Based upon the foregoing, we are of the opinion that:
1. The Bank is a national banking association duly organized, validly existing and in good standing under the laws of the United States of America.
2. The Bank has all requisite corporate power, authority and legal right to execute and deliver the Fiscal Agent Agreement and to perform its duties and obligations under the Fiscal Agent Agreement, and has taken all necessary corporate action to authorize the execution and delivery thereof and the performance of its obligations thereunder, including the authentication and delivery of the Bonds in its capacity as Fiscal Agent under the Fiscal Agent Agreement.
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3. The Bank has duly authorized, executed and delivered the Fiscal Agent Agreement. Assuming the due authorization, execution and delivery thereof by the other parties thereto, the Fiscal Agent Agreement is a legal, valid and binding agreement of the Bank, enforceable in accordance with its terms against the Bank.
4. To our knowledge, no authorization, approval, consent, or order of any governmental agency or regulatory authority having jurisdiction over the Bank that has not been obtained by the Bank is required for the authorization, execution and delivery by the Bank of the Fiscal Agent Agreement or the authentication and delivery of the Bonds by the Bank under the Fiscal Agent Agreement.
The opinions set forth above are subject to the following qualifications and exceptions:
(a) the opinions are subject to the effect of any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws of general application affecting creditors' rights; and
(b) the opinions are subject to the effect of general principles of equity, including (without limitation) concepts of materiality, reasonableness, good faith and fair dealing, and other similar doctrines affecting the enforceability of agreements generally (regardless of whether considered in a proceeding in equity or at law).
Our opinions expressed above are limited to the laws of the State of California and the federal laws of the United States of America.
The foregoing opinions are being furnished to you solely for your benefit and may not be relied upon by, nor may copies be delivered to, any other person without our prior written consent.
Very truly yours,
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APPENDIX F
CITY OF ROSEVILLE
VILLAGES AT SIERRA VISTA COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES)
SPECIAL TAX BONDS
SERIES 2022
CERTIFICATE OF SPECIAL TAX CONSULTANT
The undersigned hereby states and certifies:
1. That he/she is an authorized officer of Willdan Financial Services, Inc. (the “Special Tax Consultant”) and as such is familiar with the facts herein certified and is authorized and qualified to certify the same.
2. That the Special Tax Consultant is familiar with the Rate and Method of Apportionment of Special Tax (the “Rate and Method”) as set forth in Appendix A to the Official Statement dated [OS Date], for the City of Roseville Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) (the “Community Facilities District”) Special Tax Bonds, Series 2022 (the “Bonds”). Capitalized terms not otherwise defined herein shall be defined as provided in the Rate and Method or the Fiscal Agent Agreement, dated as of July 1, 2019, as supplemented and amended by a Supplemental Agreement No. 3 to Fiscal Agent Agreement dated as of _________ 1, 2022 (together, 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”).
3. That the Special Taxes (net of a 1% administration charge of the County of Placer (the “County Charge”)), if levied in accordance with the Rate and Method and collected will annually yield sufficient revenue to make timely payments of the annual debt service on the 2019 Bonds, 2020 Bonds, 2021 Bonds and the Bonds, and projected annual Administrative Expenses related to the levy and collection of the Special Taxes and the expenses of the Fiscal Agent for the 2019 Bonds, 2020 Bonds, 2021 Bonds and the Bonds (no representation is made as to the actual amounts that will be collected in future years).
4. That the Annual Special Tax (net of the County Charge), if collected in the maximum amounts permitted pursuant to the Rate and Method on the Closing Date, would generate at least 110% of the Annual Debt Service payable with respect to the 2019 Bonds, 2020 Bonds, 2021 Bonds and the Bonds payable from such Special Taxes for Fiscal Year 2022-23 and every year thereafter through the final maturity of the 2019 Bonds, 2020 Bonds, 2021 Bonds and the Bonds, assuming the debt service schedule shown in the Official Statement is true and correct.
5. That the aggregate value of all parcels in the Community Facilities District subject to the Special Tax, including then existing improvements and any facilities to be constructed or acquired with the proceeds of the Bonds, as determined by an MAI appraisal, is at least 3.00 times the sum of (1) the aggregate principal amount of all the 2019 Bonds, 2020 Bonds and 2021 Bonds then Outstanding, plus (2) the aggregate principal amount of the 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 Community Facilities District, plus (4) a portion of the aggregate principal amount of all bonds issued under the Act, other than Bonds then Outstanding, F-2
payable at least partially from special taxes to be levied on parcels of land subject to the Special Tax within the Community Facilities District (the “Other Mello-Roos Bonds”) 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 Community Facilities 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 Summary of Overlapping Debt table shown in the Official Statement and the most recent available Fiscal Year.
6. That 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 Bonds, as determined by an MAI appraisal and based upon the allocation of said aggregate values as shown in the Official Statement tables prepared by Special Tax Consultant is at least 3.00 times the sum of (1) the Attributable Principal Amount of all 2019 Bonds, 2020 Bonds and 2021 Bonds then Outstanding, plus (2) the Attributable Principal Amount of the Bonds proposed to be issued (collectively the “CFD Bonds”) based upon the allocation of the debt of the CFD Bonds as shown in the Official Statement tables prepared by Special Tax Consultant, plus (3) the Attributable Principal Amount of any bonds then outstanding and payable from assessments which are a lien against property in the Community Facilities District, plus (4) the Attributable Principal Amount of the allocation of Other Mello-Roos Bonds determined to be applicable to the Community Facilities District pursuant to No. 5 directly above and based upon information from the Summary of Overlapping Debt table shown in the Official Statement.
7. That all information supplied by the Special Tax Consultant for use in the Official Statement is believed to be true and correct, as of the date of the Official Statement and as of the date hereof.
8. That, as of the dates of the Preliminary Official Statement and the Official Statement and as of the date hereof, the information contained in those portions of the Official Statement entitled “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Special Taxes, - Special Tax Methodology and – Levy of Annual Special Tax; Maximum Special Tax,” “VALUE OF PROPERTY WITHIN THE DISTRICT,” “APPENDIX A,” including the tables sourced to the Special Tax Consultant, and the other data provided by the Special Tax Consultant and included in the Official Statement, do not, to our knowledge, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading.
9. The Community Facilities District, the City, the Underwriter, and all the professionals involved in the financing are entitled to rely on this Certificate.
Dated: [Closing Date] WILLDAN FINANCIAL SERVICES
By:
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Title:
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APPENDIX G
CITY OF ROSEVILLE
VILLAGES AT SIERRA VISTA COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES)
SPECIAL TAX BONDS
SERIES 2022
CERTIFICATE OF PROPERTY OWNER
[POS Date]
The undersigned party certifies and represents that he or she is duly authorized on behalf of JOHN MOURIER CONSTRUCTION, INC., a California corporation (“JMC Homes” or the “Property Owner”), to execute and deliver this certificate (this “Certificate”) in connection with the issuance, sale and delivery by City of Roseville of the Bonds captioned above (the “Bonds”).
Capitalized terms used but not defined in this Certificate have the same meaning as is set forth in the Bond Purchase Agreement with respect to the Bonds between Piper Sandler & Co., as underwriter (the “Underwriter”), and the City.
As used in this Certificate, the phrase “Actual Knowledge of the Undersigned” means the knowledge that the undersigned currently has as of the date of this Certificate or has obtained through (i) interviews with such current officers and responsible employees of the Property Owner as the undersigned has reasonably determined are likely, in the ordinary course of their respective duties, to have knowledge of the matters set forth in this Certificate, and/or (ii) review of documents reasonably available to the undersigned and which the undersigned reasonably deemed necessary for the undersigned to obtain knowledge of the matters set forth in this Certificate. The undersigned has not conducted any extraordinary inspection or inquiry other than such inspections or inquiries as are prudent and customary in connection with the ordinary course of the Property Owner’s current business and operations.
As used in this Certificate, the term “Relevant Entity” of the Property Owner means any Person presently directly or indirectly through one or more intermediaries controlling, controlled by or under common control with the Property Owner, and about whom information could be material to potential investors in their investment decision regarding the Bonds (including without limitation information relevant to the Property Owner’s proposed development of the Property (defined herein), or to the Property Owner’s ability to pay the Special Taxes due with respect to the Property prior to delinquency). As used in this Certificate, the term “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. For purposes hereof, the term “control” (including the terms “controlling,” “controlled by” or “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.
As used in this Certificate, the term “Property” means the real property currently owned by the Property Owner within the City of Roseville Villages at Sierra Vista Community Facilities G-2
District No. 1 (Public Facilities) (the “Community Facilities District”), as further described in the Preliminary Official Statement.
The undersigned certifies that he or she is familiar with the facts set forth in this Certificate, and further hereby certifies to the Actual Knowledge of the Undersigned as follows, as an authorized officer or representative of the Property Owner:
(1) The Property Owner has been duly organized and validly exists in good standing under the laws of the State of California and has or will have prior to the Closing, as required, all requisite right, power and authority:
(i) to execute and deliver this Certificate;
(ii) to own, develop and sell the Property, as described in the Preliminary Official Statement;
(iii) to execute and deliver the Property Owner Continuing Disclosure Agreement at Closing;
(iv) to perform its obligations under the Property Owner Continuing Disclosure Agreement; and
(v) to carry on its business as described in the Preliminary Official Statement. (2) The Property Owner agrees to execute at Closing the Property Owner Continuing Disclosure Agreement substantially in the form attached as an appendix to the Preliminary Official Statement, with such additional changes as may be agreed upon by the Underwriter, Bond Counsel and the Property Owner.
(3) Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge of the Undersigned, Property Owner is not aware of any material failures by it or any entity under managerial control of Property Owner to comply in all material respects with previous continuing disclosure undertakings in a written certificate or agreement executed by it or its Relevant Entities to provide periodic continuing disclosure reports or notices of material events respecting securities offerings in California within the past five (5) years.
(4) To the Actual Knowledge of the Undersigned, execution and delivery of the Property Owner Continuing Disclosure Agreement, and the performance by the Property Owner of its obligations under the Property Owner Continuing Disclosure Agreement, will not conflict with or constitute a breach of or default under any loans, lines of credit, agreements, or other contractual or financial obligations of the Property Owner or any applicable law, regulation, judgment or decree.
(5) To the Actual Knowledge of the Undersigned, neither the Property Owner nor any of its Relevant Entities is currently in material default on any loans, lines of credit, credit agreements, or other material contractual or financial obligations, or in breach of any applicable law, regulation, judgment or decree, and no event has occurred and is continuing that would constitute such a default or breach, the result of which could reasonably be expected to materially and adversely affect the ability of the Property Owner:
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(i) to own, develop and sell the Property, as described in the Preliminary Official Statement;
(ii) to pay Special Taxes on the Property (to the extent the responsibility of the Property Owner) prior to delinquency;
(iii) to carry on its business as described in the Preliminary Official Statement; and
(iv) to perform its obligations under the Property Owner Continuing Disclosure Agreement.
(6) Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge of the Undersigned, the Property Owner has not assumed any obligations under any loans, lines of credit, credit agreements, or other material contractual or financial obligations, or any applicable judgment or decree, which could reasonably be expected to materially and adversely affect the ability of the Property Owner:
(i) to own, develop and sell the Property, as described in the Preliminary Official Statement,
(ii) to pay Special Taxes on the Property (to the extent the responsibility of the Property Owner) prior to delinquency, or
(iii) to carry on its business as described in the Preliminary Official Statement.
(7) Except as described in the Preliminary Official Statement, the Property Owner has no loans outstanding and unpaid and no lines of credit that are secured by the Property.
(8) Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge of the Undersigned, neither the Property Owner nor any of its Relevant Entities is currently in default in, or, in the last five (5) years, has ever defaulted to any material extent in, the payment of special taxes or assessments in connection with the Community Facilities District or any other community facilities districts or assessment districts in California that was not cured prior to the institution of any enforcement action with a court of law. (9) Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge of the Undersigned, there is no litigation, inquiry, investigation or administrative proceeding of any nature pending against the Property Owner (with service of process to the Property Owner having been accomplished), or to the Actual Knowledge of the Undersigned, overtly threatened in writing against the Property Owner, or to the Actual Knowledge of the Undersigned, pending (with service of process to such Relevant Entity having been accomplished) or overtly threatened in writing against any Relevant Entity of the Property Owner, in each case which, if successful, could reasonably be expected to:
(i) materially and adversely affect the ability of the Property Owner to own, develop and sell the Property, as described in the Preliminary Official Statement; G-4
(ii) materially and adversely affect the ability of the Property Owner to pay Special Taxes on the Property (to the extent the responsibility of the Property Owner) prior to delinquency;
(iii) materially and adversely affect the ability of the Property Owner to carry on its business as described in the Preliminary Official Statement; (iv) materially adversely affect the ability of the Property Owner to perform its obligations under the Property Owner Continuing Disclosure Agreement; (v) challenge, question the validity or enforceability of, or restrain or enjoin the performance of, the Special Taxes, the Bonds, the Resolution, the Fiscal Agent Agreement, the Property Owner Continuing Disclosure Agreement or the Bond Purchase Agreement; or
(vi) restrain or enjoin collection of Special Taxes or other sums to be pledged to pay the principal of and interest on the Bonds.
(10) Except as disclosed in the Preliminary Official Statement or in this Certificate:
(i) the Property Owner and, to the Actual Knowledge of the Undersigned, its Relevant Entities, are solvent;
(ii) to the Actual Knowledge of the Undersigned, there are no proceedings pending (with service of process to the Property Owner having been accomplished) or overtly threatened in writing in which the Property Owner or any of its Relevant Entities may be adjudicated as bankrupt, become the debtor in a bankruptcy proceeding, be discharged from any or all of its respective debts or obligations, be granted an extension of time to pay its respective debts or obligations, or be granted a reorganization or readjustment of its respective debts or obligations; and (iii) Neither the Property Owner nor, to the Actual Knowledge of the Undersigned, any of its Relevant Entities, has filed for bankruptcy or been declared bankrupt in the last ten (10) years.
(11) As of the date hereof, the information in the sections of the Preliminary Official Statement entitled “THE DISTRICT,” THE IMPROVEMENTS,” “OWNERSHIP OF PROPERTY WITHIN THE DISTRICT,” “CONTINUING DISCLOSURE” and “SPECIAL RISK FACTORS” concerning the Property Owner and its Relevant Entities, the Property, the Property Owner’s development and financing plans, and the Property Owner’s contractual arrangements (but excluding any information cited as coming from a source other than the Property Owner) is true and correct in all material respects, and contains no untrue statement of a material fact and does not omit any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(12) Except as disclosed in the Preliminary Official Statement, the Property Owner has not submitted an application for, nor received actual notice of, G-5
(i) the formation or authorization of any other assessment district or community facilities district that would include any portion of the Property, or (ii) the authorization or issuance of any debt secured by an assessment or another special tax to be levied on any portion of the Property, other than the Special Tax.
(13) Except as set forth in the Preliminary Official Statement, to the Actual Knowledge of the Undersigned, there are no claims, disputes, lawsuits, actions or contingent liabilities of or against the Property Owner or its Relevant Entities, or among, by or between the Property Owner and any contractors working on the development of the Property, which could reasonably be expected to materially and adversely affect:
(i) the ability of the Property Owner to own, develop and sell the Property, as described in the Preliminary Official Statement;
(ii) the ability of the Property Owner to pay Special Taxes on the Property (to the extent the responsibility of the Property Owner) prior to delinquency; (iii) the ability of the Property Owner to carry on its business as described in the Preliminary Official Statement; or
(iv) the ability of the Property Owner to perform its obligations under the Property Owner Continuing Disclosure Agreement.
(14) To the Actual Knowledge of the Undersigned, all information submitted by, or on behalf of, the Property Owner to (i) the Appraiser, as such information is set forth in the Appraisal, was, at the time of submission, and, except as modified by later information submitted by such Property Owner, is, as of the date of this Certificate, true and correct in all material respects, and (ii) the City, the Community Facilities District, Bond Counsel, Disclosure Counsel, or the Underwriter in connection with the issuance of the Bonds was, at the time of submission and, except as modified by later information submitted by such Property Owner, is as of the date of this Certificate, true and correct in all material respects. (15) The Property Owner covenants that, while the Bonds or any refunding obligations related thereto are outstanding, the Property Owner will not bring any action, suit, proceeding, inquiry or investigation at law or in equity, before any court, regulatory agency, public board or body, that in any way:
(i) seeks to challenge or overturn the formation of the Community Facilities District;
(ii) seeks to challenge the adoption of the ordinance levying Special Taxes within the Community Facilities District;
(iii) seeks to invalidate the Community Facilities District or any of the Bonds or any refunding obligations; or
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(iv) seeks to invalidate the special tax liens imposed under Section 3115.5 of the Streets and Highways Code based on recordation of the notices of special tax lien relating thereto.
The foregoing covenant shall not prevent the Property Owner in any way from bringing any other action, suit, proceeding, inquiry or investigation at law or in equity relating to the following:
(a) a claim that the Special Tax has not been levied in accordance with the Rate and Method;
(b) the application or use of the Special Taxes levied and collected; or (c) the enforcement of the obligations of the City or the Community Facilities District under the Fiscal Agent Agreement or any agreements between the Property Owner and the City or the Community Facilities District or under which the Property Owner is a beneficiary.
(16) The Property Owner has received a copy of the Rate and Method containing the prepayment formula. The Property Owner acknowledges that any prepayment of the Special Taxes may only be made in accordance with the Rate and Method. (17) The Property Owner shall comply with the provision of the Mello-Roos Community Facilities Act of 1982, as amended, relating to the Notice of Special Tax described in California Government Code Section 53341.5 in connection with the sale of the Property.
(18) Based upon its current development plans, including, without limitation, its current budget and subject to economic conditions and risks generally inherent in the development of real property, the Property Owner anticipates that it will have sufficient funds to (i) carry on its business as described in the Preliminary Official Statement, (ii) own, develop and sell the Property as described in the Preliminary Official Statement, and (iii) pay Special Taxes on the Property (to the extent the responsibility of the Property Owner) prior to delinquency.
However, no assurance can be given that sources of financing available to the Property Owner will be sufficient to complete the property development and home construction as currently anticipated and as described in the Preliminary Official Statement.
While the Property Owner has made such internal financing available in the past, there can be no assurance whatsoever of its willingness or ability to do so in the future. Neither the Property Owner nor any of its Relevant Entities has any legal obligation of any kind to make any such funds available or to obtain loans. Other than pointing out the willingness of the Property Owner to provide internal financing in the past, the Property Owner has not represented in any way that it will do so in the future. If and to the extent that internal financing and home sales revenues are inadequate to pay the costs to complete the Property Owner’s planned development in the Community Facilities District and other financing by the Property Owner is not put into place, there could be a shortfall in the funds required to complete the proposed development by the Property Owner and portions of the Property may not be developed.
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(19) The Property Owner consents to the issuance of the Bonds. The Property Owner acknowledges and agrees that the proceeds of such Bonds will be used for the acquisition and construction of the improvements described in the Preliminary Official Statement. The Property Owner acknowledges that the costs to acquire and construct such improvements are estimates, and that any increase in costs in excess of the estimated costs relating to improvements will reduce the improvements which may be financed by the City, and neither the City, nor the Community Facilities District has any obligation to provide moneys to pay for any such costs.
(20) During the period between the date of this Certificate and the Closing Date, if the Property Owner has actual knowledge of any event relating to or affecting the Property Owner, its Relevant Entities, or the ownership, development or sale of the Property which could cause the information under the captions of the Preliminary Official Statement indicated in Section 11 of this Certificate (and subject to the limitations and exclusions contained in Section 11 of this Certificate) to contain an untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Property Owner shall notify the City and the Underwriter and if, in the opinion of counsel to the City or the Underwriter, such event requires the preparation and publication of a supplement or amendment to the Preliminary Official Statement, the Property Owner shall reasonably cooperate with the City in the preparation of an amendment or supplement to the Preliminary Official Statement in form and substance satisfactory to counsel to the City and to the Underwriter. (21) As a condition to the issuance of the Bonds, the Property Owner agrees to deliver a bring-down certificate, dated the Closing Date, in substantially the form attached as Appendix H to the Bond Purchase Agreement, to affirm and restate the Property Owner’s certifications, representations and covenants made in this Certificate. If any event related to or affecting the Property Owner, its Relevant Entities or the ownership, development or sale of the Property occurs, as a result of which it is necessary to modify the bring-down certificate, the Property Owner agrees to deliver a new bring-down certificate revised to reflect such event.
(22) The Property Owner acknowledges and agrees that:
(i) in connection with the purchase and sale of the Bonds under the Bond Purchase Agreement, and with the discussions, undertakings and procedures leading up to the consummation of the purchase and sale of the Bonds under the Bond Purchase Agreement, the Underwriter is and has been acting solely as principal and is not acting as the agent or fiduciary of the Property Owner; (iii) the Underwriter has not assumed a fiduciary responsibility in favor of the Property Owner with respect to (a) the offering of the Bonds contemplated hereby or the process leading thereto (whether or not the Underwriter, or any affiliate of the Underwriter, has advised or is currently advising the Property Owner on other matters), or (b) any other obligation to the Property Owner with respect to the offering contemplated by the Bond Purchase Agreement; and G-8
(iii) the Property Owner has consulted its own legal, financial and other advisors to the extent it has deemed appropriate in connection with the offering contemplated by the Bond Purchase Agreement.
On behalf of the Property Owner, I have reviewed the contents of this Certificate and the Property Owner has consulted with counsel regarding the meaning of its contents. The Property Owner acknowledges and understands that a variety of state and federal laws, including but not limited to the Securities Act of 1933, as amended, and Rule 10b-5 promulgated under the Securities Exchange Act of 1934, as amended, may apply to the Property Owner, and that under some circumstances certification as to the matters set forth in this Certificate, without additional disclosures or other action, may not fully discharge all duties and obligations of the Property Owner under such laws.
JOHN MOURIER CONSTRUCTION, INC.,
a California corporation
By:
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APPENDIX H
CITY OF ROSEVILLE
VILLAGES AT SIERRA VISTA COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES)
SPECIAL TAX BONDS
SERIES 2022
BRING-DOWN CERTIFICATE OF PROPERTY OWNER
[Closing Date]
The undersigned party certifies and represents that he or she is duly authorized on behalf of JOHN MOURIER CONSTRUCTION, INC., a California corporation (“JMC Homes” or the “Property Owner”), to execute and deliver this certificate (this “Bring-Down Certificate”) in connection with the issuance, sale and delivery by City of Roseville of the Bonds captioned above (the “Bonds”)
This Bring-Down Certificate is delivered pursuant to the Bond Purchase Agreement with respect to the Bonds dated [BPA Date], between Piper Sandler & Co., as underwriter, and the City (the “Purchase Agreement”).
In connection with the distribution of the Preliminary Official Statement relating to the Bonds, the Property Owner executed a Certificate of Property Owner dated [POS Date] (the “Certificate”).
Capitalized terms used but not defined in this Bring-Down Certificate have the same meanings as set forth in the Purchase Agreement and the Certificate.
The undersigned, on behalf of the Property Owner, further certifies as follows:
(1) The undersigned is familiar with the facts certified in the Certificate and this BringDown Certificate, and is authorized and qualified to certify the same as an authorized officer or representative of the Property Owner.
(2) The undersigned has received the final Official Statement relating to the Bonds (the “Final Official Statement”).
(3) Each statement made in the Certificate is affirmed and restated as if made on the date hereof; provided that each statement made in the Certificate referring to the Preliminary Official Statement is affirmed as it relates to the Final Official Statement.
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(4) To the Actual Knowledge of the Undersigned (as defined in the Certificate), no event has occurred since the date of the Preliminary Official Statement that has, in any material way, adversely affected the statements and information described in Paragraph 11 of the Certificate (and subject to the limitations and exclusions contained in Paragraph 11 of the Certificate) relating to the Property Owner and its Relevant Entities, the Property, the Property Owner’s development and financing plans, and the Property Owner’s contractual arrangements (but excluding any information cited as coming from a source other than the Property Owner), which should be disclosed in the Final Official Statement for the purposes for which it is to be used in order to make such statements and information contained in the Final Official Statement not misleading in any material respect. (5) For a period of 90 days after the Closing Date, if the Property Owner has actual knowledge of any event relating to or affecting the Property Owner, its Relevant Entities, or the ownership development or sale of the Property which could cause the information under the captions of the Final Official Statement indicated in Paragraph 11 of the Certificate (and subject to the limitations and exclusions contained in Paragraph 11 of the Certificate) to contain an untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Property Owner shall notify the City and the Underwriter and if, in the opinion of counsel to the City or the Underwriter, such event requires the preparation and publication of a supplement or amendment to the Final Official Statement, the Property Owner shall reasonably cooperate with the City in the preparation of an amendment or supplement to the Final Official Statement in form and substance satisfactory to counsel to the City and to the Underwriter. (6) The Property Owner has duly executed and delivered the Property Owner Continuing Disclosure Agreement, and the Property Owner Continuing Disclosure Agreement constitutes the legal, valid and binding obligation of the Property Owner, enforceable against the Property Owner in accordance with its terms, except as such enforcement is limited by bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent conveyance, and other similar laws relating to or affecting the rights of creditors and certain equitable, legal, or statutory principles affecting the enforcement of contractual rights generally, regardless of whether such enforcement is considered in a proceeding in equity or at law.
JOHN MOURIER CONSTRUCTION, INC.,
a California corporation
By:
I-1
APPENDIX I
CITY OF ROSEVILLE
VILLAGES AT SIERRA VISTA COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES)
SPECIAL TAX BONDS
SERIES 2022
FORM OF PROPERTY OWNER’S COUNSEL OPINION
[Closing Date]
City of Roseville
Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) 311 Vernon Street
Roseville, California 95678
Piper Sandler & Co.
2321 Rosecrans Ave., Suite 3200
El Segundo, California 90245
Re: City of Roseville Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) Special Tax Bonds, Series 2022
Ladies and Gentlemen:
We have acted as counsel to John Mourier Construction, Inc. (the “Property Owner”) in connection with the issuance and sale by City of Roseville Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) (the “District”) of $____________ City of Roseville Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) Special Tax Bonds, Series 2022 (the “Bonds”). This opinion is rendered pursuant to the Bond Purchase Agreement dated [BPA Date] (the “Bond Purchase Agreement”), entered into in connection therewith. Capitalized terms used herein without definition shall have the meanings set forth in the Bond Purchase Agreement.
In rendering the opinions set forth herein, we have reviewed and examined such documents as we have determined to be appropriate, including the following documents:
A. The Bond Purchase Agreement;
B. The Preliminary Official Statement dated [POS Date] and the Official Statement dated [OS Date] (collectively, the “Official Statement”) for the offer and sale of the Bonds; C. The Property Owner Continuing Disclosure Certificate, dated [Closing Date] (the “Property Owner Continuing Disclosure Certificate”) by the Property Owner and Willdan Financial Services, as dissemination agent; and
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D. The Certificate of Property Owner dated [POS Date], and the Bring-Down Certificate of Property Owner, dated [Closing Date], both provided by Property Owner to the City and Underwriter pursuant to Section 3 of the Bond Purchase Agreement (collectively, the “Property Owner Certificate”).
For purposes of this opinion, the term “Litigation Search” shall mean a litigation search of Developer, performed in the Superior Court of the State of California, County of Placer; the California Court of Appeal, Third Appellate District; the United States District Court, Eastern District of California; the United States Bankruptcy Court, Eastern District of California; and the United States Ninth Circuit Court of Appeal, conducted by Corporation Service Company (Order Date ___________, 2022; Order No. ______________) (the “Litigation Search”), but without warranty as to the completeness and accuracy thereof due to the potential for errors or inaccuracies in the data and files made available from the applicable courts.
With respect to factual matters underlying our opinions herein, we have made no independent investigation or inquiry and have relied solely upon the Property Owner Certificate and the Litigation Search. We advise you that the phrase “to our knowledge,” as used herein, means that no facts have come to our attention, based upon an inquiry of attorneys in this firm who devote substantive legal attention to Property Owner, or as a result of our examination of the Property Owner Certificate and the Litigation Search, that indicate to us anything contrary to the statement to which the phrase relates. Except as expressly set forth above, the phrase does not mean that we have conducted any investigation or inquiry or performed any other examination, or review. We have no reason to believe that any factual matters or assumptions relied upon by us are not true, correct and complete.
Our opinions herein are limited to the internal laws of the State of California and the federal laws of the United States of America. We express no opinion whatsoever with respect to the laws of any other jurisdiction and assume no responsibility for the applicability of such laws. In rendering our opinions herein, we have assumed the following, with your approval:
(i) The genuineness and authenticity of all signatures on original documents submitted to us (other than any signatures on behalf of Property Owner); the authenticity and completeness of all documents submitted to us as originals; the conformity to originals of all documents submitted to us as copies; where any signature, other than any signature on behalf of Property Owner purports to have been made in a corporate, governmental, fiduciary or other capacity, the person who affixed such signature had the full power and authority to do so; (ii) The due authorization, execution and delivery of the applicable agreements by the parties thereto, other than the Property Owner, and the legality, validity, binding effect and enforceability against such parties of their respective obligations under such agreements; (iii) The truth, accuracy and completeness of all factual representations and warranties of all parties under the documents described in paragraphs A through D, above; (iv) The constitutionality or validity of a relevant statute, rule, regulation or agency action is not in issue unless a reported decision in the State of California has specifically addressed but not resolved, or has established, its unconstitutionality or invalidity; and (v) All official public records relied upon by us are accurate and complete.
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Based upon the foregoing and in reliance thereon, and based on our examination of such questions of law as we have deemed appropriate under the circumstances, and subject to any further assumptions, comments, exceptions, qualifications and limitations set forth below, as of the date hereof, it is our opinion that:
1. The Property Owner is a limited liability company duly incorporated and validly existing in the State of California and in good standing under the laws of the State of California. The Property Owner is qualified to do business in the State of California.
2. The Property Owner Continuing Disclosure Certificate has been duly authorized, executed and delivered by Property Owner, and constitutes legal, valid and binding obligations of the Property Owner, enforceable against the Property Owner in accordance with its terms.
3. To our knowledge, the execution and delivery by Property Owner of the Property Owner Continuing Disclosure Certificate and the performance of its obligations thereunder do not and will not result in a violation or any provision of, or in default under any agreement or other instrument to which Developer is a party.
4. To our knowledge, Property Owner is not in violation of any provision of or in default under, its organizational documents or any agreement or other instrument, violation or default under which would materially and adversely affect the business, properties, assets, liabilities or conditions (financial or other) of the Property Owner with respect to Property Owner’s ability to develop real property owned by Property Owner within the District.
5. To our knowledge, except as set forth in the Official Statement, there are no actions, suits or proceedings pending or threatened against Property Owner which, if determined adversely, would have a material adverse effect (a) on the ability of Property Owner to perform its obligations under the Property Owner Continuing Disclosure Certificate or (b) on the development, construction, use, occupancy or operation of the Development or a material portion thereof.
6. Without having undertaken to independently determine the accuracy, completeness or fairness of the discussion contained in the Official Statement under the captions “THE DISTRICT,” THE IMPROVEMENTS,” “OWNERSHIP OF PROPERTY WITHIN THE DISTRICT,” “CONTINUING DISCLOSURE,” and “SPECIAL RISK FACTORS” (except that no opinion or belief is expressed as to any information relating to The Depository Trust Company, or any information relating to CUSIP numbers, or with respect to any financial, statistical or engineering information, data or forecasts, numbers, charts, estimates, projections, assumptions or expressions of opinion, assessed valuations or appraised values, or to any information which is attributable to a source other than Property Owner, contained in the Official Statement), no facts came to our attention during the course of our representation of Property Owner that would lead us to believe that the information under said captions of the Official Statement relating to the Property Owner and the Property Owner’s organizations, activities, properties and financial condition, and its proposed development of the property, contains any untrue statement of a material fact or omits any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
In addition, all of our opinions expressed hereinabove are specifically subject to and limited by the following:
I-4
(a) We express no opinion as to matters governed by any laws other than the substantive laws of California which are in effect as of the date hereof, and we assume no obligation to modify or supplement this opinion with respect to changes in such laws after the date hereof.
(b) As counsel to the Property Owner in this matter, we have not rendered financial advice to the Property Owner and do not represent, by this opinion or otherwise, that we have reviewed or made any assessment about, nor do we offer any opinion about, the financial condition of the Property Owner, past, present or future; nor have we reviewed the financial feasibility of this transaction or those matters which the proceeds of the Bonds will fund or any of it components and, accordingly, we offer no opinion whatsoever regarding such financial feasibility.
(c) The effect of laws or court decisions relating to bankruptcy, insolvency, fraudulent conveyance, equitable subordination, reorganization, arrangement, moratorium or other laws or court decisions relating to or affecting creditors’ rights generally. (d) Limitations imposed by California or federal law or equitable principles upon the availability of the remedy of specific performance of any of the remedies, covenants or other provisions of any document or agreement and upon the availability of injunctive relief or other equitable remedies.
In addition, we express no opinion as to the title of the property within the District or any entitlements, permits, approvals or other assets relating to the Property Owner’s development of its property as proposed in the Official Statement.
We express no opinion as to any matter other than as expressly set forth above, and, in conjunction therewith, specifically express no opinion concerning the application of or compliance with any federal securities law, including, but not limited to, the Securities Act of 1933, as amended, and the Trust Indenture Act of 1939, as amended, any state securities or “Blue Sky” law, or any federal, state or local tax law, as respecting the Bonds.
This letter is intended solely for your use in accordance with the Bond Purchase Agreement and may not be reproduced or filed publicly or relied upon for any other purpose by you or for any purpose whatsoever by any other party without the express written consent of the undersigned except that this Opinion may be copied and distributed as part of a closing book of the bond transaction documents, provided that such distribution shall not expand in any way the permitted uses of this letter.
We assume no responsibility for the effect of any fact or circumstance occurring subsequent to the date of this letter, including without limitation, legislative or other changes in the law. Further, we assume no responsibility to advise you of any facts or circumstances of which we become aware after the date hereof, regardless of whether or not they may affect our opinions herein. This opinion is given as of the date hereof and we assume no obligation to update our opinions herein after the date hereof.
Very truly yours,
J-1
APPENDIX J
CITY OF ROSEVILLE
VILLAGES AT SIERRA VISTA COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES)
SPECIAL TAX BONDS
SERIES 2022
CERTIFICATE OF APPRAISER
Integra Realty Resources (the “Appraiser”), Sacramento, California prepared an appraisal of the properties within the City of Roseville Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) (the “Community Facilities District”) dated ______, 2022 (the “Appraisal”).
The Appraisal is described and summarized in the Preliminary Official Statement dated [POS Date] (the “Preliminary Official Statement”) and the Official Statement dated [OS Date] (the “Official Statement”), including as Appendix B thereto, relating to the bonds captioned above.
The Appraiser hereby certifies that, to the best of his knowledge and belief, all information with respect to the Appraisal in the Preliminary Official Statement and in the Official Statement was true and correct as of the date of the Appraisal and that the Appraiser is aware that acts and events may have occurred since the date of the Appraisal which could result in both positive and negative effects on market value; however, an updated Appraisal has not been completed as of this date.
The Appraiser hereby consents to the use of the Appraisal in connection with the distribution and use of the Preliminary Official Statement and Official Statement.
Dated: [Closing Date]
INTEGRA REALTY RESOURCES
By:
APPENDIX K
CITY OF ROSEVILLE
VILLAGES AT SIERRA VISTA COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES)
SPECIAL TAX BONDS
SERIES 2022
FORM OF ISSUE PRICE CERTIFICATE
The undersigned, on behalf of Piper Sandler & Co. (“Piper”) hereby certifies as set forth below with respect to the sale and issuance of the above-captioned obligations (the “Bonds”).
1. Sale of the Bonds.
(a) Piper offered each Maturity of the Bonds to the Public for purchase at the respective initial offering prices listed in Schedule A (the “Initial Offering Prices”) on or before the Sale Date.
A copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule B.
(b) As set forth in the Bond Purchase Agreement, dated [BPA Date], between the Issuer and Piper, Piper agreed in writing that, (i) for each Maturity of the Bonds, it would neither offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the “hold-the-offering-price rule”), and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any retail distribution agreement shall contain the agreement of each broker-dealer who is a party to the retail distribution agreement, to comply with the hold-theoffering-price rule. Pursuant to such agreement, no Underwriter (as defined below) has offered or sold any Maturity of the Bonds at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period..
2. Defined Terms.
(a) Holding Period means, for each Maturity of the Bonds, the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date, or (ii) the date on which Piper has sold at least 10% of such Maturity of the Bonds to the Public at prices that are no higher than the Initial Offering Price for such Maturity. (b) Issuer means City of Roseville.
(c) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate maturities.
(d) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter.
K-2
The term “related party” for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (e) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is [BPA Date]. (f) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public).
The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents Piper’s interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder.
The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Certificates as to Arbitrage and with respect to compliance with the federal income tax rules affecting the Bonds, and by Jones Hall, A Professional Law Corporation in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds.
Dated: [Closing Date] PIPER SANDLER & CO.
By:
Schedule
SCHEDULE A
SALE PRICES
(Attached)
Schedule
SCHEDULE B
PRICING WIRE OR EQUIVALENT COMMUNICATION
(Attached)
COUNCIL COMMUNICATION
CC #: 2195
File #: 0110
Title:
Talent Pipeline Management Program - Professional Services Agreement and Budget Adjustment
Contact: Wayne Wiley 916-774-5283 [email protected] Meeting Date: 7/6/2022
Item #: 10.1.
RECOMMENDATION TO COUNCIL
Staff recommends that City Council:
1. Adopt a resolution authorizing the City Manager to execute a Professional Services Agreement between the City of Roseville and the Roseville Area Chamber of Commerce to implement a Talent Pipeline Management (TPM) workforce development program; and
2. Adopt an ordinance authorizing a budget adjustment in the amount of $264,000 from the American Rescue Plan Act revenue replacement funds to cover costs associated with the implementation of the TPM workforce development program.
BACKGROUND
In October 2019, City Council conducted a public workshop to affirm the City’s mission, vision, and values. As part of that process, and with input from the public, Council prioritized six focus areas and identified enhancing economic vitality as a priority goal for the City of Roseville. To advance this priority goal, Economic Development has focused on better understanding the challenges and needs of Roseville’s business community.
Through various economic development planning and policy efforts, workforce development continuously comes up as the single most important challenge for most employers. Although the City of Roseville has a relatively well-educated workforce, the Sacramento Region as a whole is facing talent development challenges – dealing not only with rapid technology changes and the dynamics of the global economy, but also with demographic shifts and looming gaps in middle-skill jobs across all industries. Employer and industry-led partnerships are vital for addressing current skills gaps, identifying increased cross-functional and fundamental workplace skills, and creating the workforce pipeline of the future.
In 2015, the U.S. Chamber of Commerce Foundation (Chamber Foundation) launched the Talent Pipeline Management (TPM) program. TPM is a demand-driven approach intended to create a consistent method of bringing business, education, and workforce partners together to address and sustain high-quality workforce needs. The TPM framework applies supply chain management principles to help companies meet their talent recruitment, training, and development goals.
Through the TPM process, employers learn to better communicate their expectations about needed skills to workforce development providers, employees, and future workers. To operationalize the talent management principles and organize employer collaboratives, the Chamber Foundation taps the expertise of local industry intermediaries or TPM host organizations. As a host organization, the Roseville Area Chamber of Commerce (Roseville Area Chamber) is proposing the use of TPM to implement a “Building Roseville’s Talent Pipeline” initiative.
Building Roseville’s Talent Pipeline
Roseville’s Talent Pipeline initiative will establish and support at least five industry-specific collaboratives focused on building a talent pipeline for approximately twenty critical job types in five key sectors including healthcare, manufacturing, construction, hospitality, and technology. Key partners include representatives from key sectors; industry associations such as the North State Building Industry Association; Greater Sacramento Economic Council (GSEC); local educational institutions including Sierra College, William Jessup and California State University, Sacramento; the County of Placer; and the Golden Sierra Job Training Agency.
Implementation of Roseville’s Talent Pipeline initiative will prioritize training for a minimum of 25- 35 carefully selected community leaders to identify areas of greatest need and to convene industry leaders at the local and regional levels. In addition, the Roseville Area Chamber will hire a full-time project manager tasked with managing and coordinating the day-to-day operations of the program.
The Roseville Area Chamber is planning to launch this initiative by late July 2022 with implementation completed under the following four phases:
Phase 1: Needs Assessments & Stakeholders Engagement
The first phase will consist of several focus groups to engage industry leaders in determining the jobs in which to focus the collaboratives and conducting a needs assessment. The Chamber will also identify and hire a project manager for the initiative during Phase 1. In addition to outlining the program expectations, Phase 1 will result in the selection of our cohort’s participants.
Phase 2: TPM Academy
Facilitated by the U.S. Chamber Foundation, the TPM Academy is an in-person experience, combined with online activities and meetings, to train workforce leaders on the TPM approach.
The TPM Academy will train a minimum of 25-35 community leaders through two to four in-person or virtual meetings over six to nine months. This training provides participants with a customizable framework to create solutions that directly address the challenges they face in building highperforming talent pipelines in their local economy. Once completed, community leaders will be recognized as TPM Academy faculty. Technical assistance is offered throughout and after the TPM Academy.
Phase 3: Staggered Launch of TPM with 5 industry-specific collaboratives This phase of TPM is a demand-driven, employer-led approach to identifying skill gaps that build talent supply chains aligned to business needs. This phase includes six strategies:
1. Organize Employer Collaborative: Create a collaborative that organizes employers by industry to identify the most promising opportunities for engagement around similar workforce needs.
2. Engage in Demand Planning: Develop projections for job openings to determine with accuracy the type of talent and how much of it employers need.
3. Communicate Competency & Credential Requirements: Create a shared language to better communicate competency, credentialing, and other hiring requirements of critical jobs in ways that allow employers to signal similarities and differences.
4. Analyze Talent Flows: Identify where employers historically source their most qualified talent and analyze the capacity of those sources—as well as untapped talent sources—to meet projected demand.
5. Build Talent Supply Chains: Build and manage the performance of talent supply chains to create a positive return on investment for all partners.
6. Continuous Improvement: Use data from your talent supply chain to identify the most promising improvement opportunities to generate a better return on investment in the future.
Phase 4: Initiative Evaluation, Reporting, and Next Steps This phase will complete a thorough evaluation of the program, provide a report out on the progress of the program and identify lessons learned prior to launching the next Academy cohort, for which funding will need to be secured.
Reporting for this initiative may include, but is not limited to, participant information, number of employees trained, placed, or promoted, and any other return on investment represented by industry partners.
Program Budget
To launch and implement the Building Roseville’s Talent Pipeline Initiative, the total proposed budget is $264,000 over a two-year period as outlined below: t Year 1 Year 2 Total
TPM Training $100,000 $0 $100,000
Project Manager $70,000 $70,000 $140,000
Administrative
Cost
$17,000 $7,000 $24,000
Total $187,000 $77,000 $264,000
The largest portion of the budget covers the phase 2 training cost which is fully incurred and completed in year 1 (2022). The implementation of the collaboratives begins in the second year with no additional training cost needed. Beginning in 2024, the cost for the six TPM strategies’ ongoing application will be absorbed by the participating employers and the Roseville Area Chamber will be responsible for ongoing administration related to the program.
Roseville Area Chamber
The Roseville Area Chamber of Commerce has been serving members in the local community since its establishment in 1947. The Roseville Area Chamber is a Nationally Accredited Five-Star Chamber of Commerce. The Accreditation Program is instituted by the U.S. Chamber of Commerce to recognize outstanding contributions toward positive change by chambers to their communities. Only 1% of the chambers in the United States have achieved a Five-Star rating.
As the city’s only recognized chamber of commerce, the Roseville Area Chamber understands the importance of a strong business network climate in our community and is dedicated to providing value to its members, meeting the needs of business and industry, and creating the best community in which to live, work and do business.
Additionally the Roseville Area Chamber Chief Executive Officer (CEO) recently completed training and certification of the TPM Academy. The Roseville Area Chamber uniquely demonstrates the qualifications necessary to implement the Building Roseville’s Talent Pipeline initiative.
FISCAL IMPACT
Funding for the proposed initiative will come from the American Rescue Plan Act (ARPA) revenue replacement funding and will not impact the General Fund. Many aspects of the initiative will result in economic impacts that are more difficult to quantify but provide qualitative benefits. Associated impacts include business expansions, jobs placed and filled, and an available upskilled workforce.
ENVIRONMENTAL REVIEW
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)).
CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Goal D - Enhance economic vitality
Respectfully Submitted,
Wayne Wiley, Economic Development Manager
Melissa Anguiano, Economic Development Director
_____________________________
Dominick Casey, City Manager
ATTACHMENTS:
Description
Resolution 22-264
Professional Services Agreement
Ordinance 6531
Budget Adjustment
RESOLUTION NO. 22-264
APPROVING A PROFESSIONAL SERVICES AGREEMENT, BY AND BETWEEN THE
CITY OF ROSEVILLE AND ROSEVILLE AREA CHAMBER OF COMMERCE, AND
AUTHORIZING THE CITY MANAGER TO EXECUTE IT ON BEHALF OF
THE CITY OF ROSEVILLE
WHEREAS, a professional services agreement for the Talent Pipeline Management Initiative project, by and between the City of Roseville and Roseville Area Chamber of Commerce, has been reviewed by the City Council; and
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that said professional services agreement is hereby approved and that the City Manager is authorized to execute it 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 roll call:
AYES COUNCILMEMBERS:
NOES COUNCILMEMBERS:
ABSENT COUNCILMEMBERS:
MAYOR
ATTEST:
City Clerk
ORDINANCE NO. 6531
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 Talent Pipeline Management Program.
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 of Roseville, this _ day of , 2022, by the following vote on roll call:
AYES COUNCILMEMBERS:
NOES COUNCILMEMBERS:
ABSENT COUNCILMEMBERS:
MAYOR
ATTEST:
City Clerk
REQUEST FOR BUDGET ADJUSTMENT
REQUESTER NAME & TITLE: Wayne Wiley, Economic Development Manager FISCAL YEAR: 2022-23 PREPARER NAME & TITLE: Wayne Wiley, Economic Development Manager COUNCIL DATE (if applicable): 7/6/22 DEPARTMENT/DIVISION: Economic Development Department ORDINANCE:
EXPENDITURES/EXPENSES/TRANSFERS OUT
BUDGET ($)
Fund Account Center Project Adjustment
2280 5301 54001 264,000
264,000
REVENUES/TRANSFERS IN
BUDGET ($)
Fund Account Center Project Adjustment
2280 4401 10001 $264,000
264,000
-
FUND BALANCE
BUDGET ($)
Fund Account Center Project Adjustment
-
Justification for Budget Adjustment:
REQUESTING DEPARTMENT HEAD / DESIGNEE DATE BUDGET MANAGER / DESIGNEE DATE
CHIEF FINANCIAL OFFICER / DESIGNEE DATE CITY MANAGER / DESIGNEE DATE
POSTED BY DATE
Revised: June 24, 2019
TOTAL
Increase budget for Talent Pipeline Management
Workforce Development Program (ARPA funding)
ACCOUNT STRING DESCRIPTION
REQUIRED APPROVALS:
6/27/2022
BUDGET DEPARTMENT USE ONLY:
Staff recommends that the City Council authorize the City Manager to increase revenue and expenditure budgets by $264,000 for a professional services agreement with the Roseville Area Chamber of Commerce to implement a Talent Pipeline Management workforce development program.
This agreement will be funded with resources made available by American Rescue Plan Act (ARPA) which offset revenue losses incurred by the City during the pandemic.
TOTAL
TOTAL
ACCOUNT STRING DESCRIPTION
Increase budget for Talent Pipeline Management
Workforce Development Program
NET ADJUSTMENT
ACCOUNT STRING DESCRIPTION
6/27/202211:40 AM
1 COUNCIL COMMUNICATION
CC #: 2162
File #: 0102
Title: Council Discretionary Funds Request - Roseville Crime Stoppers Contact: Heather Blanco 916-746-1171 [email protected] Meeting Date: 7/6/2022
Item #: 11.1.
RECOMMENDATION TO COUNCIL
Recommend City Council consider a request for $2,000 from Council Discretionary Funds for Roseville Crime Stoppers for the annual Fourth of July Fun Run.
BACKGROUND
The Citizens’ Benefit Fund was established in 1993 with the net proceeds from the sale of the Roseville Hospital. The City Council may, after receiving the recommendation of the Roseville Grants Advisory Commission, annually appropriate up to 90 percent of the annual earnings of the Citizens’ Benefit Fund for the purpose of improving the quality of life for the citizens of the City of Roseville. The City Council, without the recommendation of the Roseville Grants Advisory Commission, may annually appropriate a minor amount up to $15,000 of the annual earnings for the purpose of improving the quality of life in Roseville.
FISCAL IMPACT
There is no fiscal impact to the City’s General Fund. Annually, the Assistant City Manager/Chief Financial Officer allocates $15,000 of the annual earnings on the Citizens’ Benefit Fund per section 4.06.040 in the Municipal Code and includes it in the annual budget along with the Citizens’ Benefit Fund resources available for appropriation each year. These earnings are restricted for the purpose of improving the quality of life for Roseville residents and appropriated by the City Council. The balance remaining in the Council’s Discretionary Funds for FY2022-23 is $28,509.
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 award of funds meets the above criteria and is not subject to CEQA. No additional environmental review is required.
CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Goal B - Supporting community engagement and advocacy.
Respectfully Submitted,
Heather Blanco, Executive Assistant
Carmen Avalos, City Clerk
_____________________________
Dominick Casey, City Manager
ATTACHMENTS:
Description
Crime Stoppers Request
Roseville Community Crime Stoppers · PO Box 682 · Roseville, CA 95661 www.runcrimeoutofroseville.org · [email protected] · Tax ID # 68-0235169 June 1, 2022
Krista Bernasconi, Mayor
City of Roseville
311 Vernon Street
Roseville, CA 95678
Dear Mayor Bernasconi and City Council:
Roseville Community Crime Stoppers requests a $2,000 sponsorship of its annual Fourth of July Fun Run which serves the community in three important ways:
1) The Fun Run provides Roseville families with an opportunity to enjoy time outdoors together in a safe and healthy activity in celebration of our nation’s founding. This year we will be holding the start and finish in Downtown Roseville and have added vendor booths to drive attendance for the Run, Downtown, and during and after the City Parade
2) Roseville Community Crime Stoppers is managing a new software program in cooperation with the Roseville Police Department, having put in place a completely anonymous tip and reward software program for our community
3) Funds raised through runners’ fees and sponsorships are used for:
a. Cash rewards for information leading to arrests and convictions in serious crimes committed in Roseville
b. Scholarships for Roseville youth pursuing careers in public safety c. Community education on public safety issues through distribution of educational materials at public events, and hosting community events such as our Forum on current public safety trends.
The City of Roseville has supported the Crime Stoppers Fourth of July Fun Run for many years with sponsorship.
That support, combined with community business and individual sponsorships, provides most of the Crime Stoppers’ funding each year. Without it, we would be hard-pressed to support police criminal investigations as we do and provide scholarships to deserving youth and continue our public awareness outreach activities.
Over the 25 years that Crime Stoppers has served the community, we have provided several thousands of dollars in rewards that led to over a hundred convictions and tens of thousands of dollars in recovered property. More than 30 Roseville high school graduates seeking scholarships have received some $30,000 in grants to support their college aspirations. And our Forum on public safety drew some 200 residents. We plan follow up sessions at other venues in the months ahead. The City’s annual sponsorships help make these activities possible.
We would greatly appreciate the Council’s granting this sponsorship request again this year. If you do, we pledge to apply the funds as we have in the past to doing all we can to keep Roseville a safe place to live, work and play.
Respectfully,
Anne Carpenter, President
COUNCIL COMMUNICATION
CC #: 2191
File #: 0206-03-01 & 0400-09-01
Title:
Creekview Community Facilities District No. 1, Public Facilities - Annexation of Territory
Contact: Jeannine Thrash 916-774-5473 [email protected] Dennis Kauffman 916-774-5313 [email protected]
Meeting Date: 7/6/2022
Item #: 12.1.
RECOMMENDATION TO COUNCIL
Staff recommends that Council adopt a Resolution to Establish an Improvement Area and Approving a Rate and Method of Apportionment of Special Taxes Within the City of Roseville Creekview Community Facilities District No. 1 (Public Facilities).
BACKGROUND
Creekview Community Facilities District (CFD) No. 1 (Public Facilities) was formed November 6, 2019 with Resolution 19-456. A future Annexation Area was established at that time.
At the developer's request, an area being designated "Improvement Area No. 2" is being annexed into the CFD, leaving the remaining annexation areas for future development. Improvement Area No. 2 includes Phase 3 and 4 of the Project and includes a total of 729 residential lots. The Phase 5 annexation is not yet determined and could annex into Improvement Area No. 2, or be its own improvement area in the future.
FISCAL IMPACT
The CFD generates 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 annexation 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 resolution 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.
Respectfully Submitted,
Jeannine Thrash, Management Analyst
Dennis Kauffman, Assistant City Manager/Chief Financial Officer _____________________________
Dominick Casey, City Manager
ATTACHMENTS:
Description
Resolution 22-261
Notice of Public Hearing
RESOLUTION NO. 22-261
A RESOLUTION ESTABLISHING AN IMPROVEMENT AREA AND
APPROVING A RATE AND METHOD OF APPORTIONMENT OF SPECIAL
TAXES WITHIN THE CITY OF ROSEVILLE CREEKVIEW COMMUNITY
FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES)
WHEREAS, this Council has previously established Creekview Community Facilities District No. 1 (Public Facilities) (the “CFD”) 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 with Section 53311, of the California Government Code (the “Act”), and formed the CFD pursuant to Resolution No. 19-456 adopted on November 6, 2019 (the “Resolution of Formation”) and thereby also established a Future Annexation Area for the CFD (the “Future Annexation Area”); and WHEREAS, the Resolution of Formation provides that annexations into the CFD from land within the Future Annexation Area may be made by unanimous consent of the landowner without Council action, provided however, if a maximum special tax amount for an Improvement Area to be newly established is greater than 120% of the maximum amount applicable in Improvement Area No. 1 of the CFD, Council action shall be required to establish such Improvement Area and differing Rate and Method; and
WHEREAS, the City Council (the “City Council”) of the City of Roseville (the “City”) has adopted a resolution entitled “A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
ROSEVILLE OF INTENTION TO ANNEX TERRITORY TO CREEKVIEW COMMUNITY FACILITIES DISTRICT NO. 1 AND TO AUTHORIZE THE LEVY OF SPECIAL TAXES THEREIN” (the “Resolution of Intent”), stating its intention to annex territory from the Future Annexation Area and thereby create “Improvement Area No. 2 of the City of Roseville Creekview Community Facilities District No. 1 (Public Facilities)” (“Improvement Area No. 2”), and its intent to provide for a Rate and Method applicable to Improvement Area No. 2; and WHEREAS, as of the date hereof, the sole owner (the “Owner”) of all the territory within the Improvement Area No. 2 proposed to be annexed into the CFD has executed and delivered to the City a “Petition, Consent, Waiver and Vote” (the “Unanimous Consent”) substantially in the form attached hereto and incorporated herein as Exhibits B-1 and B-2, pursuant to which the Owner has requested annexation of Improvement Area No. 2 into the CFD, establishment of a bond authorization and appropriation limit for Improvement Area No. 2 in a specified amount, and voted in favor of establishing the Rate and Method of Apportionment of Special Tax (the “RMA”) for Improvement Area No. 2 proposed in connection with the Resolution of Intent, and set forth other matters related thereto, substantially in the form attached as Exhibit A hereto; and
WHEREAS, pursuant to the Unanimous Consent, the Owner has certified that, based upon their knowledge and familiarity with the land within Improvement Area No. 2 there are no registered voters residing on any of the land within Improvement Area No. 2 and that it comprises the sole ownership entity which is the record Owner of all the land within Improvement Area No. 2; and
WHEREAS, on the date hereof, the Owner has submitted to the Council as part of the Unanimous Consent a landowner ballot with respect to the land it owns in Improvement Area No. 2, and marked “Yes” to indicate support for a ballot measure to make the change requested by -2-
the Unanimous Consent, and the executed Unanimous Consent and ballot is on file with the Clerk; and
WHEREAS, on the basis of the Unanimous Consent and the ballot, this Council believes that the Owner of one hundred percent (100%) of the property within Improvement Area No. 2 which would be affected by the adoption and approval of the matters stated therein, has requested, consented to and voted in favor of such adoption and approval in order to more effectively accomplish the authorized purposes of the CFD and Improvement Area No. 2; and WHEREAS, the Council, on this day held a public hearing on matters set forth in the Resolution of Intent and no objections to the Council proceeding as intended therein were expressed; and
WHEREAS, the Council wishes to accept the Unanimous Consent, annex the territory within the proposed Improvement Area No. 2 into the CFD, and approve and adopt the RMA for Improvement Area No. 2, acknowledge acceptance of the bonded indebtedness and appropriation limit for Improvement Area No. 2, all in furtherance of the authorized purposes of the CFD and Improvement Area No. 2, and all as requested and approved by the Owner.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF ROSEVILLE RESOLVES AS FOLLOWS:
Section 1. The foregoing recitals are all true and correct.
Section 2. The territory proposed to be annexed to the CFD as described in the Resolution of Intent shown on the Annexation Map on file with the Clerk on the date of adoption of the Resolution of Intent and subsequently recorded in the Placer County Recorder’s Office, to which map reference is hereby made, is hereby annexed into the CFD.
Section 3. The RMA as described in the Resolution of Intent is hereby approved and adopted and for all future purposes of Improvement Area No. 2, unless and until changed by future action of the Council in accordance with the Act. The Hearing Report for Improvement Area No. 2 on file with the City, which is hereby made part of the proceedings for Improvement Area No. 2, remains unchanged other than with respect to the revised RMA.
Section 4. This Council hereby finds that the provisions of Section 53326 of the Act requiring a minimum of time period for holding an election and other election formalities relative to the actions taken hereby are for the protection of the qualified electors of Improvement Area No. 2. There is on file with the City Clerk as part of the Unanimous Consent a written waiver executed by all of the qualified electors of Improvement Area No. 2 allowing for a shortening of the time for the special election to expedite the process of annexing Improvement Area No. 2 to the CFD and related matters, and waiving any requirement for notice, analysis and arguments in connection with the election. Accordingly, this Council finds and determines that the qualified electors have been fully apprised of and have agreed to the shortened time for the election and waiver of analysis and arguments, and have thereby been fully protected in these proceedings.
Section 5. The Council hereby further finds and declares that the revised RMA affects only the land within Improvement Area No. 2, and the ballot measure submitted to and by the Owner constitute the favorable vote of the landowner of all the territory within Improvement Area No. 2, with the Owner being the sole qualified elector entitled to vote in the election, has been passed and approved by unanimous “Yes” vote of said landowner, as the sole qualified voter. -3-
Section 6. The City Clerk is hereby directed to cause the preparation and recordation of an Notice of Special Tax Lien for Improvement Area No. 2 to be recorded in the office of the County Recorder of the County of Placer, as needed, to the changes ordered by this Resolution.
Section 7. It is hereby found that the actions taken by this resolution are valid and in conformity with the Act, including in accordance with the authority granted to this Council as the legislative body of the CFD pursuant to the provisions Section 53312.5 and 53315 of the Act. It is hereby further found that all prior proceedings and actions taken by this Council related to the CFD were valid and in conformity with the Act.
Section 8. This Resolution shall take effect upon its adoption. * * * * * *
The foregoing Resolution was adopted by the City Council of the City of Roseville on the _______ day of ______, 2022, on the following vote:
AYES: COUNCILMEMBERS:
NOES: COUNCILMEMBERS:
ABSENT: COUNCILMEMBERS:
ABSTAIN: COUNCILMEMBERS:
Mayor
ATTEST:
City Clerk
Economic & Planning Systems, Inc. (EPS) A-1
EXHIBIT A
City of Roseville
Creekview Community Facilities District No. 1—
Improvement Area No. 2
(Public Facilities)
Placer County, California
RATE, METHOD OF APPORTIONMENT, AND
MANNER OF COLLECTION OF SPECIAL TAX
1 . B a s i s o f S p e c i a l T a x L e v y
A Special Tax authorized under the Mello-Roos Community Facilities Act of 1982 (Act) applicable to the land in Creekview Community Facilities District No. 1—Improvement Area No. 2 (Public Facilities) (CFD) of the City of Roseville (City) shall be levied and collected according to the tax liability determined by the City through the application of the appropriate amount or rate, as described below.
2 . D e f i n i t i o n s
“Acre” or “Acreage” means the land area of an Assessor’s Parcel as shown on an Assessor’s Parcel Map, or if the land area is not shown on an Assessor’s Parcel Map, the land area shown on the applicable final map or other Development Plan. “Act” means the Mello-Roos Community Facilities Act of 1982, as amended, Sections 53311 and following of the California Government Code. “Administrative Expenses” means the actual or reasonably estimated costs related to the administration of Improvement Area No. 2, including, but not limited to, these for Improvement Area No. 2:
a. Costs of computing Special Taxes and preparing annual Special Tax collection schedules (whether by the City or any designee thereof or both). b. Costs of collecting the Special Taxes (whether by the County, the City, or otherwise). c. Costs of remitting the Special Taxes to the Trustee. d. Costs of the Trustee (including its legal counsel) in the discharge of the duties required of it under the Bond Indenture.
e. Costs to the City, CFD, or any designee thereof, of complying with arbitrage rebate requirements.
Exhibit A
May 9, 2022
Economic & Planning Systems, Inc. (EPS) A-2
f. Costs to the City, CFD, or any designee thereof, of complying with City, CFD, or obligated persons disclosure requirements.
g. Costs associated with preparing Special Tax disclosure statements. h. Costs incurred in responding to public inquiries regarding the Special Taxes. i. Costs to the City, CFD, or designee thereof related to any appeal of the Special Taxes. j. Costs associated with the release of funds from an escrow account, if any. k. Costs to the City for the issuance of Bonds authorized by the CFD that are not recovered through the Bond sale proceeds.
l. Amounts estimated to be advanced or already advanced by the City for any other administrative purposes, including attorney’s fees and other costs related to collection of the Special Taxes and commencing and pursuing to completion any foreclosure of delinquent Special Taxes.
“Administrator” means a City official in the Finance Department, or their designee responsible for determining or overseeing the levy and collection of the Special Taxes. “Affordable Housing Director” means, at any point in time, the person in the City who serves as head of the department that is in charge of the City’s affordable housing program.
“Affordable Unit” means a Unit built on a Residential Use Parcel for which an Affordable Unit agreement has been entered into for the property designating the Unit as affordable.
A Multifamily Parcel may have only a portion of the Units assigned as Affordable Units.
The City Manager, or his or her designee, shall determine which Units are designated as Affordable Units and maintain an Affordable Unit listing, which shall contain all designated buildable parcels by tract and lot number, and in the case of Large Lot Parcels remaining before May 1 of the preceding Fiscal Year, the number of designated Affordable Units for each such Large Lot Parcel; all entries shall indicate the effective date of designation.
The Affordable Unit listing also shall be updated to reflect those Units no longer qualifying as Affordable Units, also known as Market-Rate Units. The Affordable Unit listing, which shall contain all qualifying Affordable Units as of April 30, shall be made available to the Administrator by July 1 of each year for purposes of determining the Maximum Annual Special Tax for Parcels pursuant to Section 4.
“Annexation Parcels” means a Parcel or Parcels annexed to the CFD after formation.
Parcels annexed into the CFD after formation may be placed into a new Improvement Area or included in Improvement Area No. 1 or No. 2. The Maximum Annual Special Tax will be assigned to Parcels in the Future Annexation Area using the provisions of Section 4. Annexation Parcels may be assigned a different Maximum Annual Special Tax Rate or Maximum Annual Special Tax per Parcel using a methodology different from the other Parcels in the CFD and shall be placed in an area designated as a separate zone or improvement area of the CFD, all of which shall be set forth in revised attachments hereto as needed, without further CFD proceedings.
Exhibit A
May 9, 2022
Economic & Planning Systems, Inc. (EPS) A-3
“Annual Facilities Costs” means, for any Fiscal Year, the total of these for Improvement Area No. 2:
a. Debt Service to be paid from Facilities Special Taxes. b. The amount needed to replenish the reserve fund for the Bonds to the level required under the Bond Indenture, to the extent not included in a computation of Annual Facilities Costs in a previous Fiscal Year.
c. Administrative Expenses for such Fiscal Year.
d. 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, to the extent not otherwise included in a computation of Annual Facilities Costs in the current or any previous 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 such Fiscal Year, to the extent not included in a computation of Annual Facilities Costs in the current or any previous Fiscal Year. e. The amount needed to (1) cure any delinquencies in the payment of the Facilities Special Tax in the prior Fiscal Year, to the extent not otherwise included in a computation of Annual Facilities Costs in the current or any previous Fiscal Year, and (2) to fund any foreseeable deficiency in the payment of the Facilities Special Tax for that Fiscal Year which is expected to occur in such Fiscal Year, to the extent not included in a computation of Annual Facilities Costs in the current or any previous Fiscal Year.
f. Authorized Pay-As-You-Go Costs.
g. During the Deferral Bonding Period, the amount needed to pay Development Impact Fee Deferrals not financed by Bonds.
h. Less any available earnings on any reserve fund or Facilities Special Tax funds, available capitalized interest or any other available revenues of the CFD or the City that may be used to fund Annual Facilities Costs.
“Annual Maintenance Costs” means, for any Fiscal Year, the total of these for Improvement Area No. 2:
a. Authorized Services costs to be paid from Maintenance Special Taxes. b. Administrative Expenses for such Fiscal Year.
c. The amount needed to (1) cure any delinquencies in the payment of the Maintenance Special Tax in the prior Fiscal Year, to the extent not otherwise included in a computation of Annual Maintenance Costs in the current or any previous Fiscal Year, and (2) to fund any foreseeable deficiency in the payment of the Maintenance Special Tax for that Fiscal Year which is expected to occur in such Fiscal Year, to the extent not included in a computation of Annual Maintenance Costs in the current or any previous Fiscal Year.
Exhibit A
May 9, 2022
Economic & Planning Systems, Inc. (EPS) A-4
d. Less any available earnings on any reserve fund, Maintenance Special Tax funds or any other available revenues of the CFD or the City that may be used to fund Annual Maintenance Costs.
“Assessor’s Parcel” means a lot or Parcel with an assigned Assessor’s Parcel Number in the maps used by the County Assessor in preparing the tax roll. “Assessor’s Parcel Map” means an official map of the County Assessor designating Parcels by Assessor’s Parcel Number.
“Assessor's Parcel Number” means the Parcel and Parcel Number as assigned by the County Assessor on the equalized tax roll.
“Assigned Maximum Annual Special Tax” means the maximum Facilities Special Tax or Maintenance Special Tax assigned to each Large Lot Parcel that is an Original Parcel based on the Expected Land Uses at CFD formation, or at annexation, as shown in Attachment 1.
“Authorized Facilities” means those facilities and fees to be financed, as identified in the resolution forming the CFD.
“Authorized Services” means those services authorized to be funded, as defined in the resolution forming the CFD.
“Base Year” means the Fiscal Year beginning July 1, 2021, and ending June 30, 2022. “Bond(s)” means any bond(s) issued by the City for the CFD under the Act and any other debt, as defined in the Act, the City incurs to further the CFD’s purposes. “Bond Indenture(s)” means the indenture(s), resolution(s), fiscal agent agreement(s), or other financing document(s) pursuant to which any Bonds are issued. “Building Permit” means a permit issued by the City for the construction of a Residential Use or Nonresidential Use structure.
“Business Professional” means a Parcel or Parcels zoned to provide for office uses and other uses that are related to and supportive of office uses. “CFD” means Creekview Community Facilities District No. 1 (Public Facilities) of the City of Roseville, Placer County, California, including all Improvement Areas therein. “Chief Financial Officer” or “CFO” means the Chief Financial Officer of the City, or his/her designee.
“City” means the City of Roseville in Placer County, California. “Council” means the City Council of the City acting for the CFD under the Act. “County” means the County of Placer, California.
“Debt Service” means the total annual amount of Bond principal, interest, and the scheduled sinking fund payments of the Bonds in a calendar year.
Exhibit A
May 9, 2022
Economic & Planning Systems, Inc. (EPS) A-5
“Deferral Bonding Period” means the period after the Initial Bonding Period has ended and during which the City finances the Development Impact Fee Deferral. Each Improvement Area of the CFD will have its own Deferral Bonding Period. “Developed Parcel” means, in any Fiscal Year:
a. For Single-Family Parcels: All Parcels for which a Final Small Lot Subdivision Map was recorded before May 1 of the preceding Fiscal Year.
b. For Multifamily Parcels: All Parcels for which a Building Permit for new construction of a Residential Use structure was issued before May 1 of the preceding Fiscal Year. c. For all Nonresidential Use Parcels: All Parcels for which a Building Permit for new construction of a Nonresidential Use structure was issued before May 1 of the preceding Fiscal Year.
Once a Parcel is defined as a Developed Parcel it shall remain as a Developed Parcel. “Development Agreement” means the Development Agreement By and Between the City of Roseville and Granite Bay Development II, LLC, Phillips Road 160 Investors Limited Partnership, Phillip Road Land, LLC, J & KD Enterprises, LLC, Soule Investments, LLC, Bennet West Roseville, LLC, Decou West Roseville, LLC, Blue Oaks – Roseville, LP, and Chuang relative to the Creekview Specific Plan dated November 28, 2012, and assigned to Anthem United Developments, LP on May 24, 2019, or as may be amended from time to time.
“Development Impact Fee Deferral” means the deferred payment of development impact fees due to the City or the South Placer Regional Transportation Authority (SPRTA) for Developed Parcels, using the approach and amounts identified in the Development Agreement, which may be amended from time to time. “Development Plan” means a condominium plan, apartment plan, site plan, or other development plan that identifies such information as the type of structure, acreage, square footage, or number of Units that are approved to be developed on Single-Family Parcels, Multifamily Parcels, and Nonresidential Parcels. “Expected Land Use(s)” means, for each Improvement Area, the total number of Units or Acres of each land use type by Tax Category expected in each Large Lot Parcel and Original Parcel at CFD formation as identified in Attachment 3 of this RMA, or as to Annexation Parcels, the total number of Units or Acres of each land use type by Tax Category expected in each Large Lot Parcel and Original Parcel at the time of annexation as identified in a subsequent attachment to RMA.
“Facilities Special Tax” means the Special Tax authorized to fund Annual Facilities Cost.
Facilities Special Taxes are shown in Attachments 2 and 3, or as to Annexation Parcels, as shown in a subsequent attachment to the RMA.
“Final Use Small Lot Parcel” means a Parcel designated for development as a singlefamily residence, which is part of a Final Small Lot Subdivision Map.
Exhibit A
May 9, 2022
Economic & Planning Systems, Inc. (EPS) A-6
“Final Small Lot Subdivision Map” means a recorded map designating the final Parcel subdivision for individual Single-Family Parcels.
“First Bond Sale” means issuance of the first series of Bonds secured, in whole or in part, by Facilities Special Taxes levied and collected from Parcels in the CFD. “Fiscal Year” means the period starting July 1 and ending the following June 30. “Full Prepayment” means the fulfillment of a Parcel’s Facilities Special Tax obligation, as determined by following the procedures in Section 8.
“High Density Residential” means, per the Creekview Specific Plan, a land use designation that primarily accommodates attached housing, but depending on the unit type, could also include detached housing, within the density range of 13.0 or greater dwelling units per gross developable acre. Typical housing product types include, but shall not be limited to, detached townhomes, courtyard townhomes/condominiums, garden-style apartments, and podium design apartments/condominiums. “Improvement Area” means an area within the CFD with its own distinct geographic area in which the provisions of this RMA shall apply. If there are more than one Improvement Areas, each Improvement Area shall have its own distinct number that is different from any other Improvement Area.
“Improvement Area No. 2” means the area designated as such on Map 1. “Initial Bonding Period” means the period in which Bonds are outstanding which financed Authorized Facilities costs or refunded prior Bonds other than the Development Impact Fee Deferral. Each Improvement Area of the CFD will have its own Initial Bonding Period.
“Large Lot Parcel” means a Parcel created by a Large Lot Subdivision Map. “Large Lot Subdivision Map” means a recorded subdivision map creating Parcels by land use. However, the Large Lot Subdivision Map does not delineate Final Use Small Lot Parcels. A Final Small Lot Subdivision Map will create individual Single-Family Parcels. “Low Density Residential” means, per the Creekview Specific Plan, a land use designation that supports single-family detached homes on conventional lots within the density range of up to 6.9 dwelling units per gross developable acre. Typical housing product types include, but shall not be limited to, standard, alley-loaded, or clustered, single-family detached units.
“Maintenance Special Tax” means the Special Tax authorized to fund Annual Maintenance Costs. The Maintenance Special Tax will be levied and collected beginning with the Transition Year. Maintenance Special Taxes are shown in Attachment 4. “Market-Rate Unit” means a Unit that is not an Affordable Unit. “Maximum Annual Special Tax” means the greatest amount of Facilities Special Tax or Maintenance Special Tax that can be levied against a Parcel in a given Fiscal Year, as shown in Attachments 2, 3, and 4.
Exhibit A
May 9, 2022
Economic & Planning Systems, Inc. (EPS) A-7
“Maximum Annual Facilities Special Tax” means the greatest amount of Facilities Special Tax that can be levied against a Parcel in a given Fiscal Year, as shown in Attachments 2, 3, or 4.
“Maximum Annual Maintenance Special Tax” means the greatest amount of Maintenance Special Tax that can be levied against a Parcel in a given Fiscal Year, as shown in Attachments 2, 3, or 4.
“Maximum Annual Special Tax Rate” means the maximum rate of Facilities Special Tax or Maintenance Special Tax charged per Unit or per Taxable Acre each Fiscal Year, as shown in Attachments 2, 3, and 4, as subsequently escalated by the Tax Escalation Factor.
“Maximum Annual Facilities Special Tax Revenue” means the greatest amount of Facilities Special Tax revenue that can be collected in total from a group of Parcels (such as Developed Parcels) by levying the Maximum Annual Facilities Special Tax. “Maximum Annual Maintenance Special Tax Revenue” means the greatest amount of Maintenance Special Tax revenue that can be collected in total from a group of Parcels (such as Developed Parcels) by levying the Maximum Annual Maintenance Special Tax. “Maximum Annual CFD Special Tax Revenue” means the sum of the Maximum Annual Special Tax levied on all Taxable Parcels in the CFD in a Fiscal Year. “Medium Density Residential” means, per the Creekview Specific Plan, a land use designation that accommodates both single-family detached homes and attached homes within the density range of 7.0 to 12.9 dwelling units per gross developable acre. Typical housing product types include, but shall not be limited to, standard or alley-loaded lots, courtyard lots, green court lots, auto courts, alley clusters, zero-lot lines, or z-shaped lots. In addition, duet/half-plex homes, townhomes, or condominiums may be accommodated in Medium Density Residential areas.
“Mixed Use Parcel” means a Parcel or Parcels designated for a combination of Residential Uses and Nonresidential Uses.
“Multifamily For-Rent” or “Multifamily For-Rent Parcel” means any Parcel designated or developed for more than one residential dwelling Unit per Parcel and where such units are initially offered for rent to the general public and cannot be purchased by individual homeowners. Such uses may consist of apartments or structures such as duplexes or triplexes, including land uses defined as High Density Residential. Each residential dwelling Unit within Multifamily For-Rent or Multifamily For-Rent Parcels is not expected to have its own distinct Assessor’s Parcel Number. “Multifamily For-Sale” or “Multifamily For-Sale Parcel” means any Parcel designated or developed for more than one residential dwelling Unit within a single building or structure and that may share at least one common wall where such units are not initially offered for rent to the general public and initially may be offered for sale to individual homeowners. Such uses may consist of condominiums or buildings such as half-plexes or time-share units, including land uses defined as High Density Residential. Multifamily For-Sale Parcels are anticipated to have their own distinct Assessor’s Parcel Number as is Exhibit A
May 9, 2022
Economic & Planning Systems, Inc. (EPS) A-8
the case in residential condominium projects. Once designated as Multifamily For-Sale or Multifamily For-Sale Parcel, the Parcel shall remain so designated unless the original structures are demolished.
“Nonresidential Use” means a Taxable Parcel zoned for land uses other than Residential Uses which may include Business Professional, Community Commercial and Mixed Use. “Original Parcel” means a Taxable Parcel identified in Attachment 1 at formation of the CFD.
“Parcel” means any Assessor’s Parcel in the CFD based on the equalized tax rolls of the County as of January 1 of each Fiscal Year.
“Partial Prepayment” means the partial fulfillment of a Parcel’s Facilities Special Tax obligation, as determined by following the procedures in Section 8. “Pay-As-You-Go Costs” means that portion of costs of acquisition, construction, and improvement of Authorized Facilities not financed by Bonds that are eligible for funding from the Facilities Special Tax.
“Prepayment” means the Full Prepayment or Partial Prepayment of a Parcel’s Facilities Special Tax obligation, as determined by following the procedures in Section 8. “Proportionately” means that the ratio of the actual Special Tax levy to the Maximum Annual Special Tax is equal for all Developed Parcels. For Small Lot Tentative Map Parcels, Proportionately means that the ratio of the actual Special Tax levy to the Maximum Annual Special Tax is equal for all Small Lot Tentative Map Parcels. For Large Lot Parcels, Proportionately means that the ratio of the actual Special Tax levy to the Maximum Annual Special Tax is equal for all Large Lot Parcels. For Undeveloped Parcels, Proportionately means that the ratio of the actual Special Tax levy to the Maximum Annual Special Tax is equal for all Undeveloped Parcels. “Public Parcel” means any Parcel that is or is intended to be publicly owned, as designated in any final map, that is normally exempt from the levy of general ad valorem property taxes under California law, including, but not limited to, public streets, schools, parks, and public drainageways, landscaping, wetlands, greenbelts, and open space. “Remainder Parcel” means a portion of a unit of land that is created as a result of the recording of a Large Lot Parcel Map or Final Small Lot Subdivision Map, which results in a designated remainder as defined in Government Code Section 66424.6(a) (Remainder Parcel). Such a Remainder Parcel may contain taxable and tax-exempt uses, such as Residential Uses, and Public Parcels, such as park sites. Once designated as a Remainder Parcel, such Parcel will be considered a Large Lot Parcel for the purposes of future Subdivisions and for the provisions of Sections 4 through 6. “Residential Use” means a Parcel designated for residential use, such as single-family residential Units, residential condominiums, townhouses, or apartments that would be included in the definitions of Low-Density Residential, Medium Density Residential or High Density Residential.
Exhibit A
May 9, 2022
Economic & Planning Systems, Inc. (EPS) A-9
“RMA” means this Rate and Method of Apportionment, and Manner of Collection of Special Tax, as it may be amended from time to time in connection with Annexation Parcels or otherwise.
“Single-Family Parcel” means, in any Fiscal Year, all Parcels in the CFD for which a building permit was issued or may be issued for construction of a Unit that is a singlefamily residential, residential condominium, or townhouse Unit. “Small Lot Tentative Map” means a map that is approved by the City for the purpose of showing the design of a proposed Subdivision, including the individual buildable lots expected in the Subdivision, as well as the conditions pertaining thereto. The Small Lot Tentative Map designation for this RMA is in reference only to the areas shown on the map on which Low-Density Residential and Medium-Density Residential uses would be permitted. A Small Lot Tentative Map is not based on a detailed survey of the property in the map and is not recorded at the County Recorder’s Office to create legal lots. “Small Lot Tentative Map Parcel” means, in any Fiscal Year, all Parcels included in a Small Lot Tentative Map that was approved before May 1 of the prior Fiscal Year that are planned for Low-Density Residential and Medium-Density Residential and which have not yet become a Developed Parcel.
“Special Tax(es)” mean(s) any tax levy under the Act in the CFD. “Subdivision” or “Subdivided” means a division of a Parcel into two or more Parcels through Parcel reconfiguration, lot-line adjustments, or the Subdivision Map Act process.
A Subdivision also may include the merging of two or more Parcels to create new Parcels. “Successor Parcel” means a Parcel created by the Subdivision of an Original Parcel or a Successor Parcel.
“Tax Category” means the categories of taxable land uses shown in Attachments 2, 3, and 4.
“Tax Collection Schedule” means the document prepared by the Administrator for the County Auditor-Controller to use in levying and collecting the Special Taxes each Fiscal Year.
“Tax Escalation Factor” means a factor of 2 percent by which the Maximum Annual Facilities Special Tax, Maximum Annual Maintenance Special Tax and related Maximum Annual Special Tax Rates shall be increased annually until the Transition Event. After the Transition Event, the Maximum Annual Maintenance Special Tax may be increased up to 2 percent annually at the City’s discretion. The Administrator should refer to Section 4a for application of the Tax Escalation Factor.
“Taxable Acreage” means that area of a Parcel determined by the Administrator to become a Taxable Parcel or Parcels upon further Subdivision. An example might be that a Large Lot Parcel Map creates a Remainder Parcel that, according to Attachment 1, contains both taxable uses and tax-exempt uses.
“Taxable Parcel” means any Parcel that is not a Tax-Exempt Parcel.
Exhibit A
May 9, 2022
Economic & Planning Systems, Inc. (EPS) A-10
“Tax-Exempt Parcel” means a Parcel not subject to the Annual Special Tax. TaxExempt Parcels include (a) Public Parcels, and (b) Parcels owned by the City, school districts, special districts, or the state or federal government. A Taxable Parcel that is acquired by a public agency shall remain a Taxable Parcel as per the provisions of Section 4.i.
Certain privately-owned Parcels also may be exempt from the levy of Annual Special Taxes, including common areas owned by homeowner’s associations or property owner associations, wetlands, detention basins, water quality ponds, and open space, as determined by the Administrator.
“Transition Event” means for Improvement Area No. 2, the earlier of (a) after the Initial Bonding period, the Fiscal Year in which the Administrator determines the Development Impact Fee Deferral, and any eligible Pay-As-You-Go Costs have been repaid in full to the City and City determines funding is no longer needed for Annual Facilities Costs, or (b) Fiscal Year 2086-87, and, for parcels within the Future Annexation Area annexed into an Improvement Area other than Improvement Area No. 2, the earlier of (a) after the Initial Bonding period for that Improvement Area, the Fiscal Year in which the Administrator determines the Development Impact Fee Deferral, and any eligible Pay-AsYou-Go Costs have been repaid in full to the City and City determines funding is no longer needed for Annual Facilities Costs, or (b) sixty-five Fiscal Years following the first full Fiscal Year after the date of creation of such Improvement Area. “Transition Year” means, for each Improvement Area separate from the other, the first Fiscal Year following the Fiscal Year in which the Transition Event occurred. “Trustee” means a national banking association organized and existing under the laws of the United States acting as a trustee or fiscal agent for Bonds. “Undeveloped Parcel” means a Taxable Parcel that is not a Developed Parcel, Small Lot Tentative Map Parcel, or a Large Lot Parcel.
“Unit” means, for a Single-Family Parcel, the individual residential unit on such Parcel, or for a Multifamily For-Rent Parcel or Multifamily For-Sale Parcel, an individual residential unit in a multifamily building.
3 . D u r a t i o n o f t h e S p e c i a l T a x
Improvement Area No. 2
The Facilities Special Tax will be levied and collected until the earlier of (i) the Transition Year or (ii) Fiscal Year 2086-87. The Maintenance Special Tax will be levied and collected beginning in the Transition Year. The Maintenance Special Tax will thereafter be collected in perpetuity.
Future Annexation Area Parcels
For parcels within the Future Annexation Area annexed into an Improvement Area other than Improvement Area No. 1 and No. 2, the Facilities Special Tax will be levied and collected until the earlier of (i) the Transition Year or (ii) sixty-five Fiscal Years following the first full Fiscal Year after the date of creation of such Improvement Area. The Exhibit A
May 9, 2022
Economic & Planning Systems, Inc. (EPS) A-11
Maintenance Special Tax will be levied and collected beginning in the Transition Year.
The Maintenance Special Tax will thereafter be collected in perpetuity. 4 . A dm i n i s t r a t i v e T a s k s f o r t h e F a c i l i t i e s S p e c i a l T a x
The provisions of Section 4 shall apply to each Improvement Area on a stand-alone basis.
For each Improvement Area, tasks required of the Administrator are set forth below:
a. Annual Special Tax Escalation. Until the Transition Event, the Administrator shall increase the Maximum Annual Facilities Special Tax, the Maximum Annual Maintenance Special Tax and Maximum Annual Special Tax Rates by the Tax Escalation Factor in all Fiscal Years following the Base Year. After the Transition Event, the City, in its sole discretion, may determine whether to apply the Tax Escalation Factor to the Maximum Annual Maintenance Special Tax in any Fiscal Year. b. Assignment of the Maximum Annual Facilities Special Tax to Original Parcels.
Attachment 3 identifies the Assigned Maximum Annual Facilities Special Tax for each Original Parcel included in Improvement Area No. 2, which is determined for each Large Lot Parcel based on the Expected Land Uses in each Large Lot Parcel at CFD Formation. The Assigned Maximum Annual Facilities Special Tax shall continue to apply to the geographic area to which it was assigned. If, before further Subdivision, the Administrator determines there are multiple Assessor’s Parcels in a Large Lot Parcel, the Administrator shall assign the Maximum Annual Facilities Special Tax to each Assessor’s Parcel on a pro rata basis to all Assessor’s Parcels in that Large Lot Parcel based on the percentage share of Taxable Acreage identified for each Assessor’s Parcel. Similarly, if the Administrator determines there are multiple Large Lot Parcels in an Assessor’s Parcel, the Maximum Annual Facilities Special Tax shall equal the sum of the Assigned Maximum Annual Facilities Special Tax for all Large Lot Parcels in that Assessor’s Parcel.
c. Assignment of the Maximum Annual Facilities Special Tax to Annexation Parcels.
If Parcels are annexed to the CFD after formation, the Maximum Annual Facilities Special Tax shall be assigned to these Annexation Parcels using the definitions in Section 2 and the Maximum Annual Facilities Special Tax per Unit or Acre shown in Attachment 2 as adjusted by the Tax Escalation Factor applied by the Administrator, unless the Annexation Parcels are annexed with a new set of Maximum Annual Facilities Special Taxes. Annexation Parcels will be included in a new Improvement Area and not be annexed into Improvement Area No. 1 or No. 2. Attachments 1 or 2 shall be amended, or a new attachment created, to include the new Improvement Area, the Annexation Parcels and, if necessary, the applicable tax rates. If new Maximum Annual Facilities Special Taxes are created, Attachments 1, 2, and 3 should be amended to reflect the Maximum Annual Facilities Special Taxes for the Annexation Parcels. Once annexed, these annexed Parcels shall be considered Original and Successor Parcels and will be subject to the same procedures for assignment of the Maximum Annual Facilities Special Tax to Successor Parcels described in Section 4.d. The owner of the Annexation Parcels shall be responsible for paying all costs associated with annexing the Annexation Parcels to the CFD, but Exhibit A
May 9, 2022
Economic & Planning Systems, Inc. (EPS) A-12
otherwise shall not be required to pay any other charge, fee or catch-up special tax in connection with or as a condition of such annexation unless otherwise agreed to by the owner of the Annexation Parcel in connection with the annexation. d. Assignment of the Maximum Annual Facilities Special Tax to Successor Parcels. As Original Parcels and Successor Parcels are Subdivided through creation of Final Small Lot Subdivision Maps, lot line adjustments or other Parcel amendments through the Subdivision Map Act process, the Administrator shall use the following steps to assign the Maximum Annual Facilities Special Tax to new Successor Parcels. As a result of each assignment of the Maximum Annual Facilities Special Tax upon Subdivision of an Original Parcel or Successor Parcel, the sum of the Maximum Annual Facilities Special Taxes assigned to the newly created Taxable Parcels shall never be less, but may be greater, than the Assigned Maximum Annual Facilities Special Tax for that Original Parcel or Successor Parcel.
1. If an Original Parcel or Successor Parcel is Fully Subdivided into Single-Family Parcels with No Remainder Parcel(s). There shall be no net loss of Maximum CFD Special Tax Revenue as a result of the assignment of the Maximum Annual Facilities Special Tax to Single-Family Parcels. The Administrator shall use the following procedures to assign the Maximum Annual Facilities Special Tax to Single-Family Parcels. All references to Maximum Annual Facilities Special Taxes in the attachments are subject to application by the Tax Escalation Factor by the Administrator:
A. Multiply the Maximum Annual Facilities Special Tax per Unit by Tax Category from Attachment 2 by the number of Units for each Single-Family Parcel created by the Subdivision. Sum the Maximum Annual Facilities Special Taxes for all Single-Family Parcels created by the Subdivision.
B. If the sum of Maximum Annual Facilities Special Taxes calculated in Step 4.d.1.A above is equal to or greater than the Assigned Maximum Annual Facilities Special Tax for the Original or Successor Parcel that was Subdivided, assign the Maximum Annual Facilities Special Tax per Unit by Tax Category as calculated in Step 4.1.d.A above to each Single-Family Parcel created by the Subdivision.
C. If the sum of Maximum Annual Facilities Special Taxes calculated in Step 4.d.1.A above is less than the Assigned Maximum Annual Facilities Special Tax for the Original or Successor Parcel that was Subdivided, unless 100 percent of the Units are designated Affordable Units, (i) assign the Maximum Annual Facilities Special Tax for Affordable Units shown in Attachment 2 to each Affordable Unit (if any) and, (ii) Proportionately increase the Maximum Annual Facilities Special Tax per Unit for all Units that are not Affordable Units until the sum of resulting Maximum Annual Facilities Special Taxes from all Units (including Affordable Units) equals the Assigned Maximum Annual Facilities Special Tax for the Original or Successor Parcel that was Subdivided. Assign the Maximum Annual Facilities Special Tax calculated in this step to each new Single-Family Parcel created by the Subdivision.
Exhibit A
May 9, 2022
Economic & Planning Systems, Inc. (EPS) A-13
D. If the sum of Maximum Annual Facilities Special Taxes calculated in Step 4.d.1.A above is less than the Assigned Maximum Annual Facilities Special Tax for the Original or Successor Parcel that was Subdivided and if 100 percent of the Single-Family Parcels created by Subdivision are designated as Affordable Units, increase Proportionately the Maximum Annual Facilities Special Tax per Unit for each Affordable Unit until the sum of Maximum Annual Facilities Special Taxes from all Affordable Units on the new Single-Family Parcels created by the Subdivision equal the Assigned Maximum Annual Facilities Special Tax for the Original or Successor Parcel that was Subdivided. Assign the Maximum Annual Facilities Special Tax calculated in this step to each new Single-Family Parcel created by the Subdivision.
2. If Original or Successor Parcel Is Subdivided into Single-Family Parcels and One or More Remainder Parcels. When an Original or Successor Parcel is Subdivided into Single-Family Parcels and one or more Large Lot Parcels (or Remainder Parcels), the Assigned Maximum Annual Facilities Special Tax is apportioned to the SingleFamily Parcels and Large Lot Parcels created by the Subdivision in the following manner:
A. Apportion the Assigned Maximum Annual Facilities Special Tax to the area(s) that is/are being Subdivided into Single-Family Parcels and to the area(s) that will be Remainder Parcel(s) on a pro rata basis, based on the percentage share of Taxable Acreage represented by each such area as compared to the total area of the Original or Successor Parcel.
B. For each area Subdivided into Single-Family Parcels, multiply the Maximum Annual Facilities Special Tax per Unit by Tax Category from Attachment 2 by the number of Units for each Single-Family Parcel created by the Subdivision.
Sum the Maximum Annual Facilities Special Taxes for all Single-Family Parcels created by the Subdivision.
C. For each area Subdivided into Single-Family Parcels, if the sum of Maximum Annual Facilities Special Taxes calculated in Step 4.d.2.B above is equal to or greater than the Assigned Maximum Annual Facilities Special Tax apportioned to that area of the Original or Successor Parcel that was Subdivided into Single-Family Parcels, assign the Maximum Annual Facilities Special Tax per Unit by Tax Category as calculated in Step 4.d.2.B above to each SingleFamily Parcel created by the Subdivision.
D. For each area Subdivided into Single-Family Parcels, if the sum of Maximum Annual Facilities Special Taxes calculated in Step 4.d.2.B above is less than the Assigned Maximum Annual Facilities Special Tax apportioned to that area of the Original or Successor Parcel that was Subdivided into Single-Family Parcels, unless 100 percent of the Units are designated Affordable Units, (i) assign the Maximum Annual Facilities Special Tax for Affordable Units shown in Attachment 2 to each Affordable Unit (if any) and, (ii) Proportionately increase the Maximum Annual Facilities Special Tax per Unit for all Units that are not Affordable Units until the sum of resulting Maximum Annual Facilities Special Taxes from all Units (including Affordable Exhibit A
May 9, 2022
Economic & Planning Systems, Inc. (EPS) A-14
Units) equals the Assigned Maximum Annual Facilities Special Tax apportioned to that area of the Original or Successor Parcel that was Subdivided into Single-Family Parcels. Assign the Maximum Annual Facilities Special Tax calculated in this step to each new Single-Family Parcel created by the Subdivision.
E. For each area Subdivided into Single-Family Parcels, if the sum of Maximum Annual Facilities Special Taxes calculated in Step 4.d.2.B above is less than the Assigned Maximum Annual Facilities Special Tax apportioned to that area of the Original or Successor Parcel that was Subdivided into Single-Family Parcels and if 100 percent of the Single-Family Parcels created by Subdivision are designated as Affordable Units, increase Proportionately the Maximum Annual Facilities Special Tax per Unit for each Affordable Unit until the sum of Maximum Annual Facilities Special Taxes from all Affordable Units on the new Single-Family Parcels created by the Subdivision equal the Assigned Maximum Annual Facilities Special Tax apportioned to that area of the Original or Successor Parcel that was Subdivided into Single-Family Parcels. Assign the Maximum Annual Facilities Special Tax calculated in this step to each new Single-Family Parcel created by the Subdivision.
F. For the Remainder Parcel or Parcels, identify the Maximum Annual Facilities Special Tax for the entire Original or Successor Parcel that has been Subdivided. Sum the Maximum Annual Facilities Special Tax for all SingleFamily Parcels created by the Subdivision, including Single-Family Parcels with Affordable Units. Subtract the sum of the Maximum Annual Facilities Special Tax for all Single-Family Parcels from the Assigned Maximum Annual Facilities Special Tax for the Original or Successor Parcel being subdivided and compare it to the Maximum Annual Facilities Special Tax assigned to the Remainder Parcel or Parcels in Step 4.d.2.A. Assign to each Remainder Parcel, the lesser of the calculations in this step or in Step 4.d.2.A, but in no event less than the difference between the previously Assigned Maximum Annual Facilities Special Tax for the Original Parcel or Successor Parcel being Subdivided and the total of the Maximum Annual Facilities Special Tax for all Single-Family Parcels created by such Subdivision.
Once designated as a Remainder Parcel, such Parcel will be considered a Large Lot Parcel for the purposes of future Subdivisions and for the provisions of Sections 4 through 6.
3. If an Original or Successor Parcel is Subdivided creating multiple land uses and Tax Categories or for any rezones of land uses on Original or Successor Parcels:
A. Identify the Assigned Maximum Annual Facilities Special Tax for the Original Parcel or Successor Parcel that is being Subdivided or rezoned.
B. For each Taxable Parcel subject to rezone or created by Subdivision multiply the Maximum Annual Facilities Special Tax per Unit or per Acre by the number of Units or by the number of Acres by the appropriate Tax Category. For each Exhibit A
May 9, 2022
Economic & Planning Systems, Inc. (EPS) A-15
Taxable Parcel created by Subdivision that includes Affordable Units, multiply the number of Affordable Units by the Tax per Unit for such Affordable Units.
C. Sum the Maximum Annual Facilities Special Tax for each Taxable Parcel and compare it to the Assigned Maximum Annual Facilities Special Tax of the Original or Successor Parcel that is subject to rezone or is being Subdivided.
If the sum of Maximum Annual Facilities Special Tax for each Taxable Parcel is greater than the Assigned Maximum Annual Facilities Special Tax for the Original Parcel, the Administrator shall apply the Maximum Annual Facilities Special Tax calculated above for each Taxable Parcel.
D. If the Assigned Maximum Annual Facilities Special Tax for the Original Parcel or Successor Parcel subject to rezone or that is being subdivided is greater than the sum of Maximum Annual Facilities Special Tax for each Successor Parcel being created, increase Proportionately the Maximum Annual Facilities Special Tax per Unit or per Acre for all Tax Categories on each Taxable Parcel such that the sum of Maximum Annual Facilities Special Tax for all Taxable Parcels equals the Assigned Maximum Annual Facilities Special Tax for the Original Parcel.
4. If Multifamily Residential Units are Constructed on an Original or Successor Parcel: If a Building Permit for Multifamily Residential—For Rent uses is issued for an Original or Successor Parcel, identify the Maximum Annual Facilities Special Tax for the Taxable Parcel in Attachment 3. Assign this amount as the Maximum Annual Facilities Special Tax for the Parcel.
If a Building Permit for Multifamily Residential—For Sale uses is issued for an Original or Successor Parcel, use the following procedure to assign the Maximum Annual Facilities Special Tax to Successor Parcels.
A. Multiply the Maximum Annual Facilities Special Tax per Unit for High Density Residential Units from Attachment 2 by the number of High Density Residential Units (excluding Affordable Units) created by the Building Permit.
Sum the Maximum Annual Facilities Special Taxes for all High Density Residential Units created by the Building Permit.
B. Multiply the Maximum Annual Facilities Special Tax per Unit High Density Residential Affordable Units from Attachment 2 by the number of High Density Residential Affordable Units created by the Building Permit. Sum the Maximum Annual Facilities Special Taxes for all High Density Residential Affordable Units created by the Building Permit.
C. Sum the results from Section 4.d.4.A and Section 4.d.4.B.and compare it to the Assigned Maximum Annual Facilities Special Tax of the Original or Successor Parcel with the issued Building Permit. If the sum of Maximum Annual Facilities Special Tax for each Taxable Parcel is greater than the Assigned Maximum Annual Facilities Special Tax for the Original Parcel, the Administrator shall apply the Maximum Annual Facilities Special Tax calculated above for each Taxable Parcel.
Exhibit A
May 9, 2022
Economic & Planning Systems, Inc. (EPS) A-16
D. If the Assigned Maximum Annual Facilities Special Tax for the Original Parcel or Successor Parcel subject to the Building Permit is greater than the sum of Maximum Annual Facilities Special Tax for each Successor Parcel being created, increase Proportionately the Maximum Annual Facilities Special Tax per Unit for all Tax Categories on each Taxable Parcel such that the sum of Maximum Annual Facilities Special Tax for all Taxable Parcels equals the Assigned Maximum Annual Facilities Special Tax for the Original Parcel. e. Affordable Units that Become Market-Rate Units. If, in any Fiscal Year, the City Manager, or his or her designee, determines that a Unit that previously had been designated as an Affordable Unit no longer qualifies as such, the Affordable Housing Director shall update the Affordable Unit listing by denoting the change in status of the Unit, together with the effective date thereof. For all Affordable Units that are converted to Market-Rate Units, such Units shall be assigned the Maximum Annual Facilities Special Tax per Unit based on their Tax Category as shown in Attachment 2, as adjusted by the Tax Escalation Factor so long as the Special Tax does not decrease on such a Unit.
f. Transfer of the Assigned Maximum Annual Facilities Special Tax from One Large Lot Parcel to Another. The Maximum Annual Facilities Special Taxes shown in Attachment 3 were determined based on the Expected Land Uses for each Large Lot Parcel shown in Attachment 1. If the number of planned residential Units or Nonresidential Acreage is transferred from one Large Lot Parcel to another before recording a Final Small Lot Subdivision Map in any portion of the Large Lot Parcel, the City may, in its sole discretion, allow for a transfer of the Maximum Annual Facilities Special Tax from one Large Lot Parcel to another. Such a transfer shall be allowed only if (1) all adjustments are agreed to in writing by the affected property owners and the CFO, and (2) there is no reduction in the Maximum Annual CFD Special Tax Revenues as a result of the transfer. Should a transfer result in an amendment to Attachments 1, 2, or 3 of the Notice of Special Tax Lien, the requesting property owner shall bear the costs to effect the transfer in the CFD records and prepare the required amendments to the Notice of Special Tax Lien and Attachments 1, 2, or 3.
Before the transfer, the City may require a deposit from the requesting property owner for such costs.
g. Reduction of the Maximum Annual Facilities Special Tax Prior to First Bond Sale. At the request of the developer/builders, the Maximum Annual Special Taxes set forth in Attachments 2, 3 and 4 may be reduced for a given Tax Category, once, prior to the First Bond Sale. The reduction in this paragraph (g) may occur in a single Tax Category or multiple Tax Categories, and there shall be no requirement that the reduction in one Tax Category be proportionate to the reduction in another Tax Category. Such reduction shall be made without a vote of the qualified electors within the CFD following discussion with the developers/builders and the City. Any such reduction shall occur at least 30 days prior to the First Bond Sale. The Special Tax reductions permitted pursuant to this paragraph shall be reflected in an Amended Notice of Special Tax Lien, which the Administrator shall cause to be recorded.
Exhibit A
May 9, 2022
Economic & Planning Systems, Inc. (EPS) A-17
h. Conversion of a Tax-Exempt Parcel to a Taxable Parcel. If a Tax-Exempt Parcel is not needed for public use and is converted to a taxable use or transferred to a private owner, it shall become subject to the Facilities Special Tax. The Maximum Annual Facilities Special Tax for the newly Taxable Parcel will be determined using the provisions of Sections 4 and 5 of the RMA.
i. Taxable Parcels Acquired by a Public Agency. A Taxable Parcel that is acquired by a public agency after the CFD is formed will remain subject to the applicable Special Tax unless the Special Tax obligation is satisfied pursuant to Section 53317.5 of the Government Code. An exception to this may be made if a Public Parcel, such as a park site, is relocated to a Taxable Parcel, in which case the previously Tax-Exempt Parcel of comparable acreage becomes a Taxable Parcel and the Maximum Annual Facilities Special Tax from the previously Taxable Parcel is transferred to the new Taxable Parcel. This trading of a Parcel from a Taxable Parcel to a Public Parcel will be permitted to the extent there is no net loss in Maximum Annual CFD Special Tax Revenue and the transfer is agreed to by the owners of the Parcels involved in the transfer and the CFO.
5 . A dm i n i s t r a t i v e T a s k s f o r t h e M a i n t e n a n c e S p e c i a l T a x
This section discusses the administrative tasks for the Maintenance Special Tax, which shall be applicable after the Transition Event.
Separately, the provisions of Section 5 shall apply to each Improvement Area. For each Improvement Area, tasks required of the Administrator are set forth below:
a. Assignment of the Maximum Annual Maintenance Special Tax to Developed Parcels.
After the Transition Event, the Administrator shall assign the Maximum Annual Maintenance Special Tax to all Developed Parcels using the Maximum Annual Special Tax Rates for the Maintenance Special Tax by Tax Category shown in Attachment 4, as adjusted by the Tax Escalation Factor.
b. Assignment of the Maximum Annual Maintenance Special Tax to Successor Parcels.
After the Transition Event, if Original Parcels and Successor Parcels are Subdivided through creation of Final Small Lot Subdivision Maps, lot line adjustments or other Parcel amendments through the Subdivision Map Act process, the Administrator shall use the steps in Section 4.d to assign the Maximum Annual Maintenance Special Tax to new Successor Parcels. When applying Section 4.d after the Transition Event, the Administrator shall substitute Maintenance Special Tax for Facilities Special Tax and shall substitute Maximum Annual Maintenance Special Tax for Maximum Annual Facilities Special Tax.
c. Assignment of the Maximum Annual Maintenance Special Tax to Annexation Parcels.
If Parcels are annexed to the CFD after formation, the Maximum Annual Maintenance Special Tax shall be assigned to these Annexation Parcels using the definitions in Section 2 and the Maximum Annual Maintenance Special Tax per Unit or Acre shown in Attachment 4 as adjusted by the Tax Escalation Factor applied by the Administrator, unless the Annexation Parcels are annexed with a new set of Maximum Exhibit A
May 9, 2022
Economic & Planning Systems, Inc. (EPS) A-18
Annual Maintenance Special Taxes. Attachment 1 may be amended, or a new attachment created, to include the Annexation Parcels and, if necessary, the applicable tax rates. If new Maximum Annual Maintenance Special Taxes are created, Attachment 4 should be amended to reflect the Maximum Annual Maintenance Special Taxes for the Annexation Parcels. Once annexed, these annexed Parcels shall be considered Original and Successor Parcels and will be subject to the same procedures for assignment of the Maximum Annual Maintenance Special Tax to Successor Parcels described in this section. The owner of the Annexation Parcels shall be responsible for paying all costs associated with annexing the Annexation Parcels to the CFD, but otherwise shall not be required to pay any other charge, fee or catch-up special tax in connection with or as a condition of such annexation unless otherwise agreed to by the owner of the Annexation Parcel in connection with the annexation.
d. Affordable Units that Become Market-Rate Units. If, in any Fiscal Year, the City Manager, or his or her designee, determines that a Unit that previously had been designated as an Affordable Unit no longer qualifies as such, the Affordable Housing Director shall update the Affordable Unit listing by denoting the change in status of the Unit, together with the effective date thereof. For all Affordable Units that are converted to Market-Rate Units, such Units shall be assigned the Maximum Annual Maintenance Special Tax per Unit based on their Tax Category as shown in Attachment 4, as adjusted by the Tax Escalation Factor. e. Conversion of a Tax-Exempt Parcel to a Taxable Parcel. If a Tax-Exempt Parcel is not needed for public use and is converted to a taxable use or transferred to a private owner, it shall become subject to the Maintenance Special Tax. The Maximum Annual Maintenance Special Tax for the newly Taxable Parcel will be determined using the provisions of Sections 5 and 6 of the RMA.
f. Taxable Parcels Acquired by a Public Agency. A Taxable Parcel that is acquired by a public agency after the CFD is formed will remain subject to the applicable Special Tax unless the Special Tax obligation is satisfied pursuant to Section 53317.5 of the Government Code. An exception to this may be made if a Public Parcel, such as a park site, is relocated to a Taxable Parcel, in which case the previously Tax-Exempt Parcel of comparable acreage becomes a Taxable Parcel and the Maximum Annual Maintenance Special Tax from the previously Taxable Parcel is transferred to the new Taxable Parcel. This trading of a Parcel from a Taxable Parcel to a Public Parcel will be permitted to the extent there is no net loss in Maximum Annual CFD Special Tax Revenue and the transfer is agreed to by the owners of the Parcels involved in the transfer and the CFO.
6 . A s s i g nm e n t o f t h e M a x im um A n n u a l S p e c i a l T a x
Separately for each Improvement Area, the Administrator shall assign the Maximum Annual Special Tax using the procedures identified below:
Exhibit A
May 9, 2022
Economic & Planning Systems, Inc. (EPS) A-19
a. Classification of Parcels. For purposes of the next Fiscal Year tax levy, by June 30 of each Fiscal Year, using the Definitions in Section 2, the Parcel records of the Assessor’s secured tax roll as of January 1, and other City development approval records, the Administrator shall cause:
1. Each Parcel to be classified as a Taxable Parcel or Tax-Exempt Parcel.
2. Each Parcel to be classified as a Developed Parcel, a Small Lot Tentative Map Parcel, a Large Lot Parcel (including Remainder Parcels), or an Undeveloped Parcel.
b. Assignment of the Maximum Annual Facilities Special Tax to Taxable Parcels. The Maximum Annual Facilities Special Tax will be assigned to each Taxable Parcel each Fiscal Year using the procedures (not all steps may be applicable for each such Parcel) in Section 4.
c. Assignment of the Maximum Annual Maintenance Special Tax to Taxable Parcels.
Following the Transition Even, the Maximum Annual Maintenance Special Tax will be assigned to each Taxable Parcel each Fiscal Year using the procedures (not all steps may be applicable for each such Parcel) in Sections 4 and 5. 7 . C a l c u l a t i n g A n n u a l S p e c i a l T a x e s This section discusses the levy of the Facilities Special Tax and the Maintenance Special Tax. Collectively, these Special Taxes are included in the discussion of the assignment of the Maximum Annual Special Taxes. For the period following CFD formation until the Transition Event, the Maximum Annual Special Tax shall refer to the Facilities Special Tax. Beginning with the Transition Year, the Maximum Annual Special Tax shall refer to the Maintenance Special Tax.
Separately for each Improvement Area, the Administrator shall follow the special tax levy procedures described below.
The Administrator will compute the Annual Facilities Costs or Annual Maintenance Costs and determine the annual Special Tax levy for each Taxable Parcel based on the assignment of the Special Tax in Sections 4, 5, and 6. The Administrator then will determine the tax levy for each Taxable Parcel using the following process.
Facilities Special Tax Levy
a. Compute the Annual Facilities Costs using the definition of Annual Facilities Costs in Section 2.
b. For all Taxable Parcels, calculate the Facilities Special Tax levy for each using the following steps:
Step 7.b.1. The Facilities Special Tax shall be levied proportionately on all Developed Parcels up to the amount of Annual Facilities Cost or up to 100 percent of the Maximum Annual Facilities Special Tax Revenue for all Developed Parcels, whichever is less.
Exhibit A
May 9, 2022
Economic & Planning Systems, Inc. (EPS) A-20
Step 7.b.2. If additional revenue is needed after Step 7.b.1., the Facilities Special Tax shall be levied proportionately on each Small Lot Tentative Map Parcel until the revenue from the Facilities Special Tax levy in this step, when added to the levy amount computed in Step 7.b.1., equals the Annual Facilities Costs, or up to 100 percent of the Maximum Annual Facilities Special Tax Revenue for all Small Lot Tentative Map Parcels.
As necessary, the Facilities Special Tax shall be levied on Small Lot Tentative Map Parcels for the entire portion of Annual Facilities Costs, excluding Pay-As-You-Go Costs.
Step 7.b.3. If additional revenue is needed after Step 7.b.2., the Facilities Special Tax shall be levied proportionately on each Large Lot Parcel until the revenue from the Facilities Special Tax levy in this step, when added to the levy amount computed through Step 7.b.2., equals the Annual Facilities Costs, or up to 100 percent of the Maximum Annual Facilities Special Tax Revenue for all Large Lot Parcels. As necessary, the Facilities Special Tax shall be levied on Large Lot Parcels for the entire portion of Annual Facilities Costs, excluding Pay-As-You-Go Costs.
Step 7.b.4. If additional revenue is needed after Step 7.b.3., the Facilities Special Tax shall be levied on each Undeveloped Parcel until the revenue from the Facilities Special Tax levy in this step, when added to the levy amounts computed through Step 7.b.3., equals the Annual Facilities Costs, or up to 100 percent of the Maximum Annual Facilities Special Tax Revenue for all Undeveloped Parcels. As necessary, the Facilities Special Tax shall be levied on Undeveloped Parcels for the entire portion of Annual Facilities Costs, excluding Pay-As-You-Go Costs.
Maintenance Special Tax Levy
c. Beginning in the Transition Year, compute the Annual Maintenance Cost using the definition of Annual Maintenance Costs in Section 2.
d. For all Taxable Parcels, calculate the Maintenance Special Tax levy for each using the following steps:
Step 7.d.1. The Maintenance Special Tax shall be levied proportionately on all Developed Parcels up to the amount of Annual Maintenance Cost or up to 100 percent of the Maximum Annual Maintenance Special Tax Revenue for all Developed Parcels, whichever is less.
Step 7.d.2. If additional revenue is needed after Step 7.d.1., the Maintenance Special Tax shall be levied proportionately on each Small Lot Tentative Map Parcel until the revenue from the Maintenance Special Tax levy in this step, when added to the levy amount computed in Step 7.d.1., equals the Annual Maintenance Costs, or up to 100 percent of the Maximum Annual Maintenance Special Tax Revenue for all Small Lot Tentative Map Parcels.
Exhibit A
May 9, 2022
Economic & Planning Systems, Inc. (EPS) A-21
Step 7.d.3. If additional revenue is needed after Step 7.d.2., the Maintenance Special Tax shall be levied proportionately on each Large Lot Parcel until the revenue from the Maintenance Special Tax levy in this step, when added to the levy amount computed through Step 7.d.2., equals the Annual Maintenance Costs, or up to 100 percent of the Maximum Annual Maintenance Special Tax Revenue for all Large Lot Parcels.
Step 7.d.4. If additional revenue is needed after Step 7.d.3., the Maintenance Special Tax shall be levied on each Undeveloped Parcel until the revenue from the Maintenance Special Tax levy in this step, when added to the levy amounts computed through Step 7.d.3., equals the Annual Maintenance Costs, or up to 100 percent of the Maximum Annual Maintenance Special Tax Revenue for all Undeveloped Parcels. e. Levy on each Taxable Parcel the amount calculated above. f. Prepare the Tax Collection Schedule and, unless an alternative method of collection has been selected pursuant to Section 10, send it to the County Auditor requesting that it be placed on the general, secured property tax roll for the Fiscal Year. The Tax Collection Schedule will be sent no later than the date required by the County Auditor for such inclusion.
The Administrator will make every effort to calculate the Special Tax correctly for each Parcel. It will be the burden of the taxpayer to identify any errors in determining which Parcels are subject to the tax and their Special Tax assignments. 8 . P r e p a ym e n t o f t h e F a c i l i t i e s S p e c i a l T a x O b l i g a t i o n
Calculations of a Prepayment shall reflect the Improvement Area within which the Parcel seeking to prepay resides. A property owner may at any time prepay either 25 percent or 50 percent of the Full Prepayment, except that the City may allow a partial prepayment of any percentage up to 50 percent of the Full Prepayment to be made as a “buy down” of the rate for purposes of marketing the property by a builder or developer of land to be sold for Residential Use. In the event such a builder or developer has prepaid a portion of the Facilities Special Tax, the allowable 25 percent or 50 percent partial prepayment of the Facilities Special Tax that can be made by a subsequent owner shall be reduced by the amount so prepaid by the builder or developer. For example, if a builder made a partial prepayment of 15 percent, a subsequent owner could make another partial prepayment of 10 percent or 35 percent bringing the total sum or partial prepayments to 25 percent or 50 percent respectively of the Full Prepayment. Full Prepayment is permitted only for Nonresidential Use Parcels; Full Prepayment is not allowable for Residential Use Parcels.
Prepayments must be made in sufficient time to, in the City’s opinion, have the Prepayment reflected in the following Fiscal Year’s Special Tax levy.
Prepayment is permitted only under the following additional conditions:
Exhibit A
May 9, 2022
Economic & Planning Systems, Inc. (EPS) A-22
• The landowner prepaying the Facilities Special Tax on a Parcel has paid any delinquent Facilities Special Tax and penalties on that Parcel at or before or at the time of Prepayment.
• Following Prepayment, amounts in any debt service reserve fund are equal to or greater than the reserve fund requirement.
• The City determines that the Prepayment will not jeopardize its ability to make timely payments of Debt Service and maintain a 110 percent annual Debt Service coverage based on Maximum Annual Special Tax Revenues in all years in which issued Bonds will be outstanding.
• The portion of the Prepayment for the Development Impact Fee Deferral shall only be used to pay for the Development Impact Fee Deferral whether it was or is to be funded through annual special tax payments or through bonded indebtedness.
When permitted, the Administrator shall calculate Prepayments using the following steps:
a. The Full Prepayment amount shall be established by following the steps below:
Step 8.a.1: Determine the percentage of the Maximum Facilities Special Tax for the Taxable Parcel for which the Facilities Special Tax is to be prepaid using the provisions of Sections 4, 5, and 6. If the Parcel is not designated as a Developed Parcel, determine the applicable Facilities Special Tax for the Parcel assuming it is a Developed Parcel.
Step 8.a.2: Increase the Maximum Facilities Special Tax by 2 percent per annum for the longer of (i) 30 years from the year in which the Parcel was first subject to the Facilities Special Tax as a Developed Parcel, or (ii) the end of the then-remaining Initial Bonding Period.
Step 8.a.3: Using a discounted rate equal to the most current yield for the 30-Year Treasury Constant Maturity, calculate the net present value of the revenue stream determined Step 8.a.2. If this yield is no longer available, the Administrator will select a yield rate from the most comparable type of security.
Step 8.a.4: Add to the amount calculated in Step 8.a.3 interest on the Bonds being redeemed to the next redemption date.
Step 8.a.5: Add to the amount calculated in Step 8.a.4 a redemption premium on the Bonds being redeemed (if any) as identified in the Bond Indenture(s).
Step 8.a.6: Add to the amount calculated in Step 8.a.5 the Development Impact Fee Deferral amount applicable to the Parcel, as adjusted for inflation. If Bonds have been issued to finance the Development Impact Fee Deferral, follow Steps 8.a.2 and 8.a.3, using for Step 8.a.2 the longer of (i) 30 years from the year in which the Parcel was first subject to the Exhibit A
May 9, 2022
Economic & Planning Systems, Inc. (EPS) A-23
Facilities Special Tax during the Deferral Bonding Period, or (ii) the end of the then-remaining Deferral Bonding Period.
Step 8.a.7: Add the administrative cost of processing the Prepayment to the amount calculated in Step 8.a.6.
Step 8.a.8: The amount in Step 8.a.7 is the amount of the Full Prepayment of the Maximum Annual Special Tax for the Taxable Parcel.
b. Partial Prepayments will be calculated as described below:
The amount of any Partial Prepayment is limited to a maximum of 50 percent of the Full Prepayment amount determined in Step 8.a.8. When a Partial Prepayment is made, the full amount of Administrative fees and expenses determined in Step 8.a.7 shall be included in the Partial Prepayment calculation. The Facilities Special Tax that can be levied on a Parcel after a Partial Prepayment is made is equal to the Maximum Facilities Special Tax multiplied by one minus the percentage that has been prepaid. 9 . I n t e r p r e t a t i o n , A p p l i c a t i o n , a n d A p p e a l o f S p e c i a l T a x F o rm u l a a n d P r o c e d u r e s Any taxpayer who feels the amount of the Special Tax assigned to a Parcel is in error may file a notice with the CFO appealing the levy of the Special Tax. The CFO then will promptly review the appeal and, if necessary, will meet with the applicant. If the CFO verifies that the tax should be modified or changed, the Special Tax levy will be corrected and, if applicable in any case, a credit or refund will be granted.
Interpretations may be made by the City, without Resolution or Ordinance of the Council, for purposes of clarifying any vagueness or ambiguity as it relates to the Special Tax rate, the method of apportionment, the classification of properties, or any definition applicable to the CFD.
Without Council approval, the CFO may make minor, non-substantive administrative and technical changes to the provisions of this RMA that do not materially affect the rate, method of apportionment, or manner of collection of the Special Tax for purposes of administrative efficiency or convenience or to comply with new applicable federal, state, or local law.
The City, upon request of an owner of land in the CFD that is not a Developed Parcel, also may amend this RMA in any manner acceptable to the City, without Resolution or Ordinance of the Council, upon the affirmative vote of such owner and without the vote of owners of any other land in the CFD, provided such amendment is only applicable to such owner’s land and does not reduce the total Maximum Annual CFD Special Tax Revenue. 1 0 . M a n n e r o f C o l l e c t i o n
The Special Tax will be collected in the same manner and at the same time as ad valorem property taxes, provided, however, the Administrator or its designee may directly bill the Special Tax and may collect the Special Tax at a different time, such as on a monthly or Exhibit A
May 9, 2022
Economic & Planning Systems, Inc. (EPS) A-24
other periodic basis, or in a different manner, if necessary, to meet the City’s financial obligations.
Pleasant Grove Cre k
Lower Bank Drive Bank
Drive
Celebrate Drive
Sunkissed
Street
Boulevard
Westbrook
Blue Oaks Boulevard
Holt Parkway
Benchmark Drive
Lower
Westpark Drive Cloud Dance Drive
C-54 OS
C-9
LDR
C-90 UR
C-22 MDR
C-40 HDR
C-60 PR C-80 P/QP C-8
LDR
C-6
LDR C-7
LDR
C-52 OS
C-53 OS
C-50 OS
C-51 OS
C-1
LDR
C-3
LDR C-2
LDR C-4
LDR C-61 PR C-5
LDR
C-21 MDR
C-20 MDR
C-81 P/QP
(substation)
(school)
LEGEND
Proposed CFD Boundary
C-23 MDR
C-83 P/QP
(RECYCLING) C-84 P/QP
(WELL SITE)
C-16
LDR
C-41 HDR
C-63 PR
C-24 MDR
C-13
LDR C-10
LDR
C-62 PR
P/QP C-14
LDR
C-25 MDR
(LIFT STATION)
C-70 CC
C-17
LDR
C-43 HDR
LDR C-12
LDR C-11
C-82
LDR C-15
NORTH
0 Creekview Community Facilities District #1
(Improvement Area 2)
Identification of Large Lots
800
400
Attachment 1
April 2022
A-25
DRAFT
Attachment 2
Creekview CFD No. 1 (Public Infrastructure)
Maximum Annual Facilities Special Taxes by Tax Category for the Base Year of FY 2021-22 (Improvement Area No. 2) [1] Before After
Transition Transition
Expected Land Uses (Tax Category) Event Event
[1]
Residential Uses per Unit per Unit
Low Density Residential (LDR) $3,050.00 $0.00
Medium Density Residential (MDR) $2,400.00 $0.00
High Density Residential (HDR) [2]
High Density Residential (HDR) For-Sale [2] $0.00 $0.00 High Density Residential (HDR) For-Rent [2] $0.00 $0.00 Affordable Medium Density Residential $0.00 $0.00
Affordable High Density Residential [2] $0.00 $0.00
Very Low Affordable High Density Residential [2] $0.00 $0.00 Nonresidential Uses [2] per Taxable Acre per Taxable Acre Mixed Use (MU) [2] $0.00 $0.00
Business Professional (BP) [2] $0.00 $0.00
Community Commercial (CC) [2] $0.00 $0.00
Undeveloped Property $26,478.00 $0.00
att2
[1] This amount is subject to increase by the Tax Escalation Factor in each Fiscal Year following the Base Year as described in this RMA.
[2] If a Low Density Residential, Medium Density Residential or Affordable Medium Density Residential Parcel with a Special Tax is rezoned to a use with an identified Special Tax of $0 in this attachment, the Special Tax would be assigned to the Parcel using the provisions of Section 4 of this RMA.
Facilities Special Tax per Unit/Taxable Acre
Prepared by EPS 4/27/2022 Z:\Shared\Projects\SAC\222000\222045 Roseville Creekside CFD No 1 Annexation\Models\222045 model A-26
DRAFT
Attachment 3Creekview CFD No. 1 (Public Infrastructure)Assigned Maximum Annual Facilities Special Taxes for Original Parcels for the Base Year of FY 2021-22 (Improvement Area No. 2) Large Lot Number [1] Original Parcel(s) Tax Category Acres Planned
Units
Improvement Area No. 2 [2] [3] [2] [3] [2] [3]Phase 3
C-5 Por. 017-101-056 LDR 13.60 74 5.44 $3,050 $0 $225,700 C-9
Por. 017-101-054 and
017-101-055 LDR 21.80 97 4.45 $3,050 $0 $295,850
C-21 Por. 017-101-056 MDR 7.70 77 10.00 $2,400 $0 $184,800C-22 Por. 017-101-054 and
017-101-055 MDR 11.30 82 7.26 $2,400 $0 $196,800
C-40
Por. 017-101-054 and
017-101-055 HDR 5.20 168 32.31 $0 $0 $0
Phase 4
C-6 Por. 017-101-054 LDR 8.00 48 6.00 $3,050 $0 $146,400 C-7
Por. 017-101-054 and
017-101-058 LDR 13.90 74 5.32 $3,050 $0 $225,700
C-8 Por. 017-101-055 LDR 5.70 32 5.61 $3,050 $0 $97,600 C-20 Por. 017-101-056 MDR 8.70 77 8.85 $2,400 $0 $184,800C-60 Por. 017-101-056 Park 7.40 n/a 0.00 $0 $0C-80 Por. 017-101-054 PQP 7.00 n/a 0.00 $0 $0 C-81 Por. 017-101-055 PQP 0.90 n/a 0.00 $0 $0
Totals 111.20 729 $1,557,650
att3
[1] Indicates village identifier assigned by City in the Creekview Specific Plan.[2] This amount may be increased by the Tax Escalation Factor in each Fiscal Year following the Base Year as described in this RMA. [3] If amended to include Annexation Parcels, the Maximum Annual Special Tax for Annexation Parcels would also be subject to the Tax Escalation Factor.
Assigned
Maximum Annual
Facilities Special
Tax per Unit
Assigned
Maximum Annual
Facilities Special
Tax per Taxable
Acre
Assigned
Maximum Facilities
Special Tax per
Village
Expected Land Uses
Planned
Units per
Acre
Prepared by EPS 5/9/2022 Z:\Shared\Projects\SAC\222000\222045 Roseville Creekside CFD No 1 Annexation\Models\222045 model A-27
DRAFT
Attachment 4
Creekview CFD No. 1 (Public Infrastructure)
(Improvement Area No. 2
Maximum Annual Maintenance Special Taxes by Tax Category for the Base Year of FY 2021-22 (Improvement Area No. 2) [1] Before After
Transition Transition
Expected Land Uses (Tax Category) Event Event
[1] [1]
Residential Uses per Unit per Unit
Low Density Residential (LDR) $0.00 $1,525.00
Medium Density Residential (MDR) $0.00 $1,200.00
High Density Residential (HDR) [2]
High Density Residential (HDR) For-Sale [2] $0.00 $0.00 High Density Residential (HDR) For-Rent [2] $0.00 $0.00 Affordable Medium Density Residential $0.00 $600.00
Affordable High Density Residential [2] $0.00 $0.00
Very Low Affordable High Density Residential [2] $0.00 $0.00 Nonresidential Uses [2] per Taxable Acre
Mixed Use (MU) [2] $0.00 $0.00
Business Professional (BP) [2] $0.00 $0.00
Community Commercial (CC) [2] $0.00 $0.00
Undeveloped Property $0.00 $0.00
att4
[1] This amount is subject to increase by the Tax Escalation Factor in each Fiscal Year following the Base Year as described in this RMA.
[2] If a Low Density Residential, Medium Density Residential or Affordable Medium Density Residential Parcel with a Special Tax is rezoned to a use with an identified Special Tax of $0 in this attachment, the Special Tax would be assigned to the Parcel using the provisions of Section 4 of this RMA.
Maintenance Special Tax per Unit/Taxable Acre
Prepared by EPS 4/27/2022 Z:\Shared\Projects\SAC\222000\222045 Roseville Creekside CFD No 1 Annexation\Models\222045 model A-28
PHILLIP ROAD
WESTBROOK
BOULEVARD
SONIA OROZCO, CITY CLERK CITY CLERK'S MAP FILING STATEMENT CITY CLERK'S MAP STATEMENT RYAN RONCO BY: RECORDER'S STATEMENT CITY OF ROSEVILLE PLACER COUNTY CALIFORNIA CITY OF ROSEVILLE 1552 Eureka Road, Suite 100, Roseville, CA 95661 (916) 773-1189 SHEET 1 OF 1 18431.CFD MAY 2022 PLACER COUNTY, CALIFORNIA CITY OF ROSEVILLE SONIA OROZCO, CITY CLERK PLACER COUNTY, CALIFORNIA CITY OF ROSEVILLE PROPOSED BOUNDARY MAP (PUBLIC FACILITIES) CREEKVIEW COMMUNITIES FACILITIES DISTRICT NO. 1 COUNTY OF PLACER BEING A PORTION OF SECTION 14, T.11 N., R.5 E., M.D.M. PROPOSED CFD BOUNDARY AND DOCUMENT NO. FEE: COUNTY RECORDER AREAS OF FUTURE ANNEXATION FILED IN THE OFFICE OF THE CITY CLERK OF THE CITY OF ROSEVILLE, COUNTY OF PLACER, STATE OF CALIFORNIA THIS _______ DAY OF ____________ 2022. I HEREBY CERTIFY THAT THE WITHIN MAP SHOWING THE PROPOSED BOUNDARIES OF CREEKVIEW COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES), CITY OF ROSEVILLE, COUNTY OF PLACER, STATE OF CALIFORNIA, WAS APPROVED BY THE CITY COUNCIL OF THE CITY OF ROSEVILLE, AT A REGULAR MEETING THEREOF, HELD ON THE DAY OF , 2022 BY IT'S RESOLUTION NO. . FILED THIS DAY OF , 2022, AT THE HOUR OF O'CLOCK M. IN BOOK OF MAPS OF COMMUNITY FACILITIES DISTRICT, AT PAGE _____ IN THE OFFICE OF THE COUNTY RECORDER OF THE COUNTY OF PLACER, STATE OF CALIFORNIA. BOUNDARY OF IMPROVEMENT AREA NO. 2 LEGEND EXISTING BOUNDARY OF IMPROVEMENT AREA NO. 1 A-29
EXHIBIT B-1
UNANIMOUS CONSENT, WAIVER AND VOTE OF SOLE LANDOWNER
CITY OF ROSEVILLE
Creekview Community Facilities District No. 1
(Public Facilities)
(Annexation of Improvement Area No. 2)
To the Honorable City Council
City of Roseville
311 Vernon Street
Roseville, CA 95678
Members of the Council:
The undersigned is the authorized representative of ANTHEM UNITED CREEKVIEW DEVELOPMENTS LIMITED PARTNERSHIP, a Washington limited partnership, the owner of the all the parcels listed in Exhibit A, which parcels collectively comprise of all the land proposed to be included within the Improvement Area No. 2 (“Improvement Area No. 2”) from the Future Annexation Area of the City of Roseville Creekview Community Facilities District No. 1 (Public Facilities) (the “CFD”).
Each undersigned representative (each and “Owner”), on behalf of the entity it represents, hereby petitions, represents, warrants, and certifies to the City as follows:
1. I am familiar with the CFD, the Future Annexation Area and the land therein listed in Exhibit B-2 hereto and proposed to be Improvement Area No. 2 of the CFD.
2. I am familiar with and have personally inspected the land within Improvement Area No. 2, which is undeveloped land, and I have noted that there are no dwellings thereon that might serve as habitation for registered voters. Based on the foregoing, I have determined that at no time during the 90 days preceding the date hereof were there ever any persons registered to vote within the territory of Improvement Area No. 2.
3. The Council is requested to establish Improvement Area No. 2 within the CFD over land shown on the Annexation Map for the captioned Annexation No. 1 (Improvement Area No. 2) to the CFD, on file with the Clerk, and to establish a special tax applicable to such land as described in Rate, Method of Apportionment, and Manner of Collection of Special Tax for Improvement Area No. 2 (“IA2 RMA”), which is attached to this Unanimous Consent.
4. The undersigned is legally entitled and authorized to cast the ballot for the Owner in the landowner, mailed-ballot election to be conducted on July 6, 2022 within Improvement Area No. 1 to determine whether to ratify and confirm the IA2 RMA.
5. The Owner hereby consents to the applicability of the IA2 RMA to land within Improvement Area No. 2
4 6. The Owner hereby hereby requests and provides unanimous consent for the issuance of bonded indebtedness secured by special taxes in Improvement Area No. 2 up to a maximum limit of $111,000,000 and the establishment of an appropriations limit applicable to Improvement Area No. 2 of $111,000,000. After the issuance of bonds for Improvement Area No. 2 any authorized but unissued bonds in Improvement Area No. 2 may be reallocated to areas in the Future Annexation Area which are annexed into the CFD subsequent to the annexation of provided for herein.
7. The undersigned, on behalf of the above-named Owner, hereby waives each of the following:
a. any and all minimum time periods relative to the public hearing to be held pursuant to the Mello-Roos Community Facilities Act of 1982 (the “Act”) and the publication of the notice of hearing pursuant to the Act. b. any and all minimum time periods relative to the landowner-voter election to be held pursuant to the Act to ratify and confirm the Council’s approval of the IA2 RMA ;
c. the preparation and distribution of an impartial analysis of the ballot measure, as well as arguments in favor and against, under the authority of the Act; d. the requirement to publish notice of the election under the Act; e. the requirements regarding the time to mail ballots to the qualified electors under Elections Code Section 4101, and agrees to accept either mailed service or personal service of the ballot;
f. the requirements regarding identification envelopes for the return of mailed ballots contained in the Act; and
g. any and all defects in notice or procedure in the process of ordering the IA2 RMA, including but not limited to the public hearing, and conduct of the election, whether known or unknown (other than the right to have ballots accurately counted).
8. The undersigned expressly acknowledges, represents and states that the election is being expedited by the City, pursuant to this waiver and consent, at the particular instance and request of the above-named Owner and this consent and waiver shall constitute a ballot and vote in favor of such change as indicated following the below signature of each Owner and votes as follows by checking a “yes” vote or a “no” vote to the following ballot measure. 5 BALLOT MEASURE: Shall the measure pursuant to which
the City of Roseville shall establish the Rate and Method of Apportionment of Special Tax (the “RMA”) Improvement Area No. 2 of the City of Roseville Creekview Community Facilities District No. 1 (Public Facilities) as set forth in the Resolution of Intention adopted by the City Council on June 1, 2022 of be adopted?
YES
_______
NO
_______
I declare, under penalty of perjury, under the laws of the State of California, that the foregoing is true and correct and that this declaration is executed and vote has been case as of July 6, 2022.
Number of Acres:
Number of Votes:
Property Owner:
ANTHEM UNITED CREEKVIEW DEVELOPMENTS
LIMITED PARTNERSHIP, a Washington limited
partnership
By: Anthem United Creekview Management LLC, a
Washington limited liability company, its sole
general partner
By: ________________________________
Brian Moore
Vice President
EXHIBIT B-2
CITY OF ROSEVILLE
Creekview Community Facilities District No. 1
(Annexation of Improvement Area No. 2)
ASSESSOR’S PARCEL NUMBERS AND OWNERS OF LAND IN
IMPROVEMENT AREA NO. 2
Parcel Owner Name
Assessor’s Parcel
Number
Anthem United Creekview Developments
Limited Partnership 017-101-054
Anthem United Creekview Developments
Limited Partnership 017-101-055
Anthem United Creekview Developments
Limited Partnership 017-101-056
Anthem United Creekview Developments
Limited Partnership 017-101-058
[FORM OF NOTICE OF PUBLIC HEARING]
NOTICE OF PUBLIC HEARING ON ANNEXATION OF UNDEVELOPED LAND INTO CREEKVIEW COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES)
IN THE CITY OF ROSEVILLE, PLACER COUNTY, CALIFORNIA
The City of Roseville formed a community facilities district (the "CFD") and a future annexation area for the CFD (the “Future Annexation Area”) under the authority of the Mello-Roos Community Facilities Act of 1982, as amended, to fund certain public facilities and services related to new development within the City of Roseville, and to incur bonded indebtedness of the CFD.
This Notice contains a brief summary of a proposal to annex territory from the Future Annexation Area into the CFD, but you are referred to the City Council's Resolution of Intention of the City Council of the City of Roseville to Annex Territory to Community Facilities District No. 1 (Public Facilities) and to Authorize the Levy of Special Taxes Therein (Resolution No. 22-186) for details of the proposal.
The proposal is to annex territory to the CFD and subject the annexed territory to a special tax which will be used to pay for authorized facilities and services within the CFD, including paying principal and interest on bonds used to build facilities. A map showing the land proposed to be annexed is on file with the City Clerk. In order to confer the authority upon the City Council to annex the territory and levy the special tax, a public hearing must be held on the proposal, then the City Council will decide whether to annex, and finally the qualified electors within the annexed area must approve the proposal by a two-thirds vote. Where the annexed area is uninhabited (as is the case here) the qualified electors are, pursuant to law, the owners of property within the annexed area.
This is the notice of the public hearing. The public hearing will be held during the City Council meeting on July 6, 2022 at 6:00 p.m., in the Roseville Civic Center Council Chambers located at 311 Vernon Street, Roseville, California 95678. At the hearing, the testimony of all interested persons or potential special taxpayers for or against the annexation will be heard.
If written protests against the proposed annexation are delivered to the City Clerk at or before the time set for the hearing by either registered voters residing within, or the owners of property within, the proposed annexed area, they will be counted toward a possible majority protest. Such protests by a majority of the registered voters residing within the proposed annexed area or by the owners of a majority of the land area within the proposed annexed area which is or will be subject to the special tax, if not withdrawn prior to the close of the hearing so as to reduce the value of the protests to less than a majority, will require the proposed annexation to be eliminated from immediate consideration, and prevent its being included in a subsequent proceedings for at least one year.
If the City Council, after the public hearing, determines that a majority protest under Section 53339.6 of the California Government Code was not made at the hearing, the City Council may conduct an election by mailed ballot to annex the territory into the CFD and levy a special tax within the annexed area.
Questions should be directed to the undersigned, telephone (916) 774-5263.
Dated: __________, 2022
/s/ Carmen Avalos, City Clerk
City of Roseville
COUNCIL COMMUNICATION
CC #: 2181
File #: 0400-04-09-1 & 0400-04
Title: West Roseville Specific Plan Parcel W-60B - Specific Plan Amendment Contact: Kinarik Shallow 916-746-1309 [email protected] Meeting Date: 7/6/2022
Item #: 12.2.
RECOMMENDATION TO COUNCIL
At the May 12, 2022 Planning Commission meeting, the Planning Commission recommended the City Council take the following actions on the project:
1. Consider the Westbrook Storage Initial Study/Negative Declaration; and
2. Adopt a resolution approving text amendments to the West Roseville Specific Plan.
BACKGROUND
This Council Communication provides a summary evaluation of the project and a summary of the May 12, 2022 Planning Commission hearing. A more detailed background and evaluation is provided in the Planning Commission staff report, included as Attachment 1.
Background/Project Description
The project site is located on an approximately 10-acre portion of Parcel W-60B in the West Roseville Specific Plan (WRSP). The site has a zoning designation of Light Industrial/Special Area (M1/SA) and a land use designation of Light Industrial (IND). The Special Area (SA) overlay was adopted by City Council in 2009 as part of the Westpark Phase 3 and 4 project (file #2005PL-160). The SA overlay is used to apply a modified list of uses applicable to parcels in the WRSP that have a zoning designation of M1 and General Industrial (M2) to ensure compatibility with the surrounding uses, particularly the Pleasant Grove Wastewater Treatment Plant (PGWWTP). The project site is adjacent to a vacant Parks and Recreation parcel to the north, a vacant General Industrial (IND) parcel to the east, Curry Creek open space to the south, and Low Density Residential uses to the west across Westbrook Boulevard. In addition, the project site is located in the vicinity of the PGWWTP and the Roseville Energy Park, which are both located to the northwest of the property.
The Planning Division approved a Tentative Parcel Map in March 2022 to subdivide Parcel W60B into two (2) parcels. The northern half of the parcel (Parcel 1) is 20 acres and is being purchased by the City to be developed as part of the future sports complex planned on the Cityowned Parcel W-60A to the north. The southern half of the parcel (Parcel 2) is approximately
9.97 acres and is the site of the proposed project.
The project is a request for a Specific Plan Amendment (SPA) to facilitate the development of a self-storage facility with recreational vehicle (RV) storage and an on-site caretaker’s unit. The selfstorage and RV storage are principally permitted uses in the M1/SA zone. However, the SA overlay currently prohibits an on-site caretaker’s unit. The requested SPA will amend the WRSP to allow an on-site caretaker’s unit in the M1/SA zone district with approval of an Administrative Permit, which is consistent with the Zoning Ordinance. Presently, the subject parcel (Parcel W60B) is the only M1/SA zoned parcel in the WRSP.
Associated with this request was a Design Review Permit to allow development of the selfstorage and RV storage facility and an Administrative Permit for the on-site caretaker’s unit. The Planning Commission unanimously approved these entitlements at the May 12, 2022 meeting.
However, approval of the Administrative Permit is contingent upon approval of the SPA. Further discussion and exhibits for these entitlements are included in the Planning Commission staff report (see Attachment 1).
Summary Evaluation
As mentioned, the Zoning Ordinance permits an on-site caretaker’s unit in the M1 zone with approval of an Administrative Permit. However, the SA overlay in the WRSP prohibits this use type in the M1 zone because of the potential noise and odor impacts from the PGWWTP. In 1996, as part of the Roseville Regional Wastewater Treatment Plant Service Area Master Plan, an EIR was prepared to evaluate the impacts of the PGWWTP. At that time, a 1,000-foot nonresidential buffer was proposed to reduce land use compatibility issues. In 2013, as part of the Westpark Phase 4 Specific Plan Amendment project (file #2013PL-008), a noise study and odor analysis were prepared which determined that there would be no significant impacts for residential uses located within 769 feet of the PGWWTP. The location of the proposed caretaker’s unit on the project site is located at least 769 feet away from the PGWWTP; therefore, the project is located at a sufficient distance from the PGWWTP as to not be negatively impacted by noise or odor. As such, the proposed project was found to be substantially consistent with the goals and policies of the WRSP.
The SPA would amend the existing list of permitted uses for the M1/SA zone (shown in WRSP Table 4-6, included as Exhibit B) to allow an on-site caretaker’s unit with approval of an Administrative Permit, consistent with the Zoning Ordinance. The Administrative Permit process allows staff the ability to impose conditions to ensure compatibility with surrounding uses. Given this, staff supports the Specific Plan Amendment as proposed. As further evaluated in the Administrative Permit section of the Planning Commission staff report, the proposed caretaker’s unit for the project was found to be compatible with the surrounding uses and consistent with the applicable goals, policies, and standards of the General Plan and the Zoning Ordinance.
Summary of Planning Commission Meeting
The project was heard by the City's Planning Commission on May 12, 2022. The applicant’s representative addressed the Commission, spoke in favor of the project, and requested approval by the Commission. No public testimony was received at the hearing. After deliberating on the item, the Planning Commission considered and adopted the Westbrook Storage Initial Study/Negative Declaration, approved the Design Review Permit and Administrative Permit, and recommended the City Council approve the Specific Plan Amendment with a vote of 5 aye, 0 nay, 2 absent.
Public Outreach
The proposed project was distributed to all internal and external agencies and departments who have requested such notice, and all comments or recommended conditions of approval have been incorporated into the project, as appropriate. Early notification of the project was posted on the Roseville Coalition of Neighborhood Associations (RCONA)’s website. Notices of both the Planning Commission hearing and the City Council hearing were published in the Roseville Press Tribune and on the Roseville Coalition of Neighborhood Associations website, and mailed to all property owners and residents within a 300 foot radius of the project site. As of the writing of this report, staff has not received any public comments regarding the project.
FISCAL IMPACT
The project is not anticipated to result in any negative impacts to the City’s General Fund.
ENVIRONMENTAL REVIEW
As required by the California Environmental Quality Act (CEQA), the City of Roseville, acting as Lead Agency, prepared an Initial Study/Negative Declaration (IS/ND) to evaluate the environmental effects of the project. The document was released for a 20-day public comment period, which began on April 8, 2022 and ended on April 28, 2022. No public comments were received. The document analyzed the potential for environmental impacts due to project implementation and determined the project will not have a significant effect on the environment.
The Initial Study/Negative Declaration was adopted by the Planning Commission on May 12, 2022 and is included as Exhibit A.
CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Goal F - Invest in well-planned infrastructure and growth Respectfully Submitted,
Kinarik Shallow, Associate Planner
Mike Isom, Development Services Director
_____________________________
Dominick Casey, City Manager
ATTACHMENTS:
Description
Attachment 1 May 12, 2022 Planning Commission Staff Report and Exhibits Attachment 2 Conditions ofApproval
Exhibit A Westbrook Storage Initial Study/Negative Declaration Resolution 22-249
Exhibit B WRSP Change Pages
Planning Division Staff Report
Planning Commission Meeting May 12, 2022
Prepared by: Kinarik Shallow, Associate Planner
ITEM 6.1: Specific Plan Amendment, Design Review Permit, and Administrative Permit – 2300 Westbrook Boulevard – WRSP PCL W-60B – Westbrook Storage – File #PL22-0019
REQUEST
The project is a self-storage facility with Recreational Vehicle (RV) storage on approximately 10 acres in the West Roseville Specific Plan. The project includes two phases. Phase 1 includes a 1,241-squarefoot office, a 1,813-square-foot caretaker’s unit, six (6) self-storage buildings totaling 131,972 square feet, and 279 RV storage spaces. Phase 2 of the project would eliminate some of the RV storage spaces in order to accommodate a seventh self-storage building for a total of 202,601 square feet and 173 RV spaces. The project entitlements include a Specific Plan Amendment to allow an on-site caretaker’s unit with approval of an Administrative Permit, a Design Review Permit to review the site design, and an Administrative Permit for the proposed on-site caretaker’s unit.
Applicant – Ron Smith, Sundance Development Group
Property Owner – West Roseville LLC
SUMMARY RECOMMENDATION
The Planning Division recommends the Planning Commission take the following actions:
1. Adopt the Westbrook Storage Initial Study/Negative Declaration;
2. Recommend the City Council adopt a resolution approving the Specific Plan Amendment;
3. Adopt the four (4) findings of fact and approve the Design Review Permit subject to eighty-four (84) conditions of approval; and
4. Adopt the three (3) findings of fact and approve the Administrative Permit subject to four (4) conditions of approval.
SUMMARY OF OUTSTANDING ISSUES
There are no outstanding issues associated with this request. The applicant has reviewed and is in agreement with all recommended conditions of approval.
BACKGROUND
The project site is located on an
approximate 10-acre portion of Parcel W60B in the West Roseville Specific Plan (WRSP). The site has a zoning designation
of Light Industrial/Special Area (M1/SA) and
a land use designation of Light Industrial
(IND). The Special Area (SA) overlay was
adopted by City Council in 2009 as part of
the Westpark Phase 3 and 4 project (file
#2005PL-160). The SA overlay is used to
apply a modified list of uses applicable to
parcels zoned M1 and General Industrial
(M2) in the WRSP to ensure compatibility
with the surrounding uses, such as the
Project Site
Figure 1: Project Site
CC ATTACHMENT 1
WRSP PCL W-60B – Westbrook Storage; 2300 Westbrook Bl.; File #PL22-0019 Planning Commission – May 12, 2022 – Page 2 of 19
Pleasant Grove Wastewater Treatment Plant and open space preserve. The project site is adjacent to a vacant Park and Recreation parcel to the north, a vacant General Industrial (IND) parcel to the east, Curry Creek open space to the south, and Low Density Residential uses to the west across Westbrook Boulevard. In addition, the project site is located in the vicinity of the Pleasant Grove Wastewater Treatment Plant and the Roseville Energy Park, which are both located to the northwest of the property.
The Planning Division approved a Tentative Parcel Map in March 2022 to subdivide Parcel W-60B into two (2) parcels. The northern half of the parcel (Parcel 1) is 20 acres and is being purchased by the City to be developed as part of the future sports complex planned on the City-owned Parcel W-60A to the north. The southern half of the parcel (Parcel 2) is approximately 9.97 acres and is the site of the proposed project. The approved Tentative Parcel Map is included in Figure 2 below.
Figure 2: Approved Tentative Map
The project is a self-storage facility with Recreational Vehicle (RV) storage, and is proposed to be constructed in two phases. Phase 1 includes a 1,241-square-foot office, a 1,813-square-foot caretaker’s unit, six (6) self-storage buildings totaling 131,972 square feet, and 279 RV storage spaces. Phase 2 of the project would eliminate some of the RV storage spaces in order to accommodate a seventh selfstorage building for a total of 202,601 square feet and 173 RV spaces. The Phase 1 and Phase 2 site plans are included as Exhibit C. The Phase 2 site plan is also shown in Figure 3. Six of the seven selfstorage buildings will be 1-story and one will be 2-story. The office building will have the caretaker’s unit above and a two-car garage below. The RV storage spaces will be provided as uncovered surface parking stalls. The site will also be developed with associated landscaping, lighting, and parking. The project entitlements include a Specific Plan Amendment to allow an on-site caretaker’s unit with approval Project Site
WRSP PCL W-60B – Westbrook Storage; 2300 Westbrook Bl.; File #PL22-0019 Planning Commission – May 12, 2022 – Page 3 of 19
of an Administrative Permit, a Design Review Permit to review the site design, and an Administrative Permit for the proposed on-site caretaker’s unit.
EVALUATION – SPECIFIC PLAN AMENDMENT
Specific Plan Amendments (SPA) are analyzed for consistency with the goals and policies of the affected plan. The Special Area (SA) overlay was adopted for the Light Industrial and Industrial parcels in the WRSP to modify the permitted use types. The permitted use types were modified to ensure compatibility with the surrounding uses, particularly the Pleasant Grove Wastewater Treatment Plant (PGWWTP).
The SA overlay can be more restrictive but cannot be less restrictive than the Zoning Ordinance. The Zoning Ordinance permits an on-site caretaker’s unit in the M1 zone with approval of an Administrative Permit. However, the SA overlay in the WRSP prohibits this use type in the M1 zone because of the potential noise and odor impacts from the PGWWTP. In 1996, as part of the Roseville Regional Wastewater Treatment Plant Service Area Master Plan, an EIR was prepared to evaluate the impacts of the PGWWTP. At that time, a 1,000-foot non-residential buffer was proposed to reduce land use compatibility issues. In 2013, as part of the Westpark Phase 4 Specific Plan Amendment project (file #2013PL-008), a noise study and odor analysis were prepared which determined that there would be no Figure 3: Preliminary Site Plan (Phase 2 Ultimate Build-out) WRSP PCL W-60B – Westbrook Storage; 2300 Westbrook Bl.; File #PL22-0019 Planning Commission – May 12, 2022 – Page 4 of 19
significant impacts for residential uses located within 769 feet of the PGWWTP. The location of the proposed caretaker’s unit on the project site is located at least 769 feet away from the PGWWTP; therefore, it can be assumed there would be no significant impacts related to noise or odor.
The proposed SPA would amend the existing list of permitted uses for the M1/SA zone (shown in WRSP Table 4-6) to allow an on-site caretaker’s unit with approval of an Administrative Permit, consistent with the Zoning Ordinance. The WRSP change pages are included as Exhibit B. The Administrative Permit process would allow staff the ability to impose conditions to ensure compatibility with surrounding uses.
Given this, staff supports the Specific Plan Amendment as proposed. Further discussion on the project’s caretaker’s unit is provided in the Administrative Permit evaluation section of this report.
EVALUATION – DESIGN REVIEW PERMIT
The evaluation of the Design Review Permit has been based on the applicable development and design standards within the City’s Zoning Ordinance, the City’s Community Design Guidelines (CDG), and the WRSP. Section 19.78.060(B) of the City of Roseville Zoning Ordinance requires four findings of fact be made in order to approve a Design Review Permit. The four findings for approval of the Design Review Permit are listed below in italicized, bold text and are followed by an evaluation of the project in relation to each finding.
1. The project as approved preserves and accentuates the natural features of the property, such as open space, topography, trees, wetlands and water courses; provides adequate drainage for the project; and allows beneficial use to be made of the site for development.
The project site is currently undeveloped and is comprised mostly of annual grasslands. No protected trees are on or immediately surrounding the subject property. In addition, there are no wetlands or other regulated waters on the site. The site has evidence of previous ground disturbance from mass grading for the WRSP and Westbrook Bl. In addition, an existing access road on the site provides utility providers access to easements for overhead electric lines and trunk sewer and water lines. Grading of the property will be necessary to provide the parking areas, drive aisles, and building pads. The project has been reviewed by the City’s Engineering Division and has been designed consistent with City standards related to drainage improvements and stormwater quality facilities. The proposed use is consistent with the site’s industrial land use designation, and will develop an underutilized parcel.
2. The project site design as approved provides open space; access; vehicle parking; vehicle, pedestrian and bicycle circulation; pedestrian walks and links to alternative modes of transportation; loading areas; landscaping; irrigation; and lighting which results in a safe, efficient, and harmonious development and which is consistent with the applicable goals, policies and objectives set forth in the General Plan, the Community Design Guidelines and the applicable specific plan and/or applicable design guidelines.
Commercial and industrial development guidelines are included within the City’s Community Design Guidelines (CDG). The guidelines include recommendations for site planning, circulation, architecture, and other aspects of development. The following discussion provides an evaluation with respect to the applicable design guidelines in the CDG.
Site Planning
The project will be developed in two phases. Phase 1 will include an approximate 3,600-square-foot twostory building consisting of an office and caretaker’s unit above, six (6) self-storage buildings totaling 131,972 square feet (Buildings A-F), and 279 RV storage spaces. Phase 2 will eliminate the northernmost row of RV parking spaces in order to accommodate a seventh self-storage building (Building G), for a total of 202,601 square feet and 173 RV spaces. The RV storage spaces will be provided as uncovered surface parking stalls. The site is designed with the storage buildings located along the project frontage on the west and around the perimeter of the site on the northern and southern property lines to help screen internal views of WRSP PCL W-60B – Westbrook Storage; 2300 Westbrook Bl.; File #PL22-0019 Planning Commission – May 12, 2022 – Page 5 of 19
the facility. The site is encumbered by utility easements along the easterly portion of the site as well as existing overhead power poles. No permanent structures are permitted within these easements. Therefore, the project proposes to locate a row of surface parking stalls along the eastern property line that will serve as RV storage spaces. Additional parking for RV storage will be provided in the center of the site, as this area also contains a sewer and water easement. The buildings located along the frontage will help minimize views of the RVs from the public roadway. The building located along the southern boundary will also provide screening from the residences located to the south beyond the open space preserve.
Chapter 19.54 of the Zoning Ordinance contains site design standards applicable to personal storage facilities. These standards include locating the caretaker’s residence and office as close as possible to the project entrance. Consistent with this standard, the office with the caretaker’s residence above will be located at the project entrance. Locating the two-story element along the frontage will enhance the project’s streetscape presence. The entrance to the site will be located to the south of this building. For security purposes, the site will be enclosed with an 8-foot-tall tubular steel fence with a rolling gate at the front entrance.
Access and Circulation
Ingress and egress for the project site will be provided via a new 40-foot-wide driveway on Westbrook Boulevard, at the approximate center of the site, and will be consistent with City Engineering standards. As mentioned, the entrance to the site will be gated. Internal circulation for the project includes the driveways that provide access to all of the storage units. The internal driveways are of sufficient width to accommodate RVs and to allow customers to park and load/unload vehicles. These driveways also accommodate fire trucks for complete site access. The storage use itself is not conducive to pedestrian activity; therefore, no internal pedestrian connections are proposed. The internal circulation of the site allows patrons to enter and exit through the entrance gate. The project was reviewed by the City Engineering and City Fire Department staff and was found to comply with refuse service standards and with emergency circulation requirements.
The site is encumbered by several utility easements, including a sewer and water easement that traverses the center of the site from west to east, and extends on to the adjacent City-owned parcel to the east. The project will provide an access gate on the eastern property line to maintain access to this easement. The eastern portion of the site includes a 25-foot-wide PG&E gas line easement and a 35- foot-wide overhead utility easement that run in a north to south direction. The project will also maintain access to these easements by providing 16-foot-wide access gates on the north and south as required by PG&E.
Westbrook Boulevard adjacent to the project site has on-street, striped bicycle lanes but does not currently have fully constructed sidewalks. The project will construct its frontage on Westbrook Boulevard consistent with the WRSP requirements, including the addition of 8-foot-wide sidewalks and a 50-foot landscape buffer.
The frontage improvements would complete the pedestrian circulation system in the project vicinity. It is anticipated that the future sports complex adjacent to the property to the north will require a right-turn deceleration lane for a future driveway. This deceleration lane will impact approximately 130 lineal feet of project frontage, requiring a portion of the sidewalk to be removed and reinstalled. The project is conditioned to coordinate with the City’s Parks Department and Development Services for installation of the deceleration lane as well as landscaping in this area prior to issuance of improvement plans (Condition #26).
Parking
Parking for the site is based on the Zoning Ordinance parking requirement for storage facilities, which is four (4) spaces plus two (2) spaces for the manager’s quarters, for a total of six (6) spaces. The project proposes 13 spaces, which exceeds the parking requirement. The required parking will be located outside the gated portion of the site while the additional spaces will be provided within the site for patrons of the facility. Two of the parking spaces will be provided in a garage for the on-site caretaker’s unit.
Thus, the project is consistent with the Zoning Ordinance parking requirements.
WRSP PCL W-60B – Westbrook Storage; 2300 Westbrook Bl.; File #PL22-0019 Planning Commission – May 12, 2022 – Page 6 of 19
Landscaping and Lighting
The project includes landscaping around the perimeter of the site, with the exception of the easterly property line due to the existing utility easements. Consistent with the WRSP, a 50-foot landscape corridor is provided along the project frontage on Westbrook Boulevard. Primary street trees proposed within the landscape corridor consist of a mix of shade and accent trees compatible with the surrounding area. To the north, the project includes a 5-foot landscape buffer consisting of a mixture of trees, shrubs, and groundcover. A minimum 10-foot landscape buffer will be provided on the south, where the site is adjacent to the open space preserve. This buffer widens to approximately 70 feet at the southwest corner and will consist of a bioretention basin. Landscaping adjacent to the preserve is conditioned to consist of California native, drought-tolerant groundcover, shrubs, plants, and trees. In addition, the buildings located along the northern and southern boundaries will feature trellises with vine plantings on the elevations facing the adjacent parcels to soften views. Overall, the landscape design is consistent with the WRSP design guidelines, the CDG and the City’s Water Efficient Landscape Ordinance.
The project is conditioned to comply with the City’s minimum lighting level requirements (0.5 foot-candles in pedestrian areas and 1.0 foot-candles in vehicle areas). In addition, the Zoning Ordinance requires parking lot lighting, in conjunction with vehicle storage, to be no taller than 16 feet in height. Wall mounted lights are required to be located on the building, below the roofline, and will be directed downward to avoid light spillage onto adjacent properties and Westbrook Boulevard.
3. The building design, including the materials, colors, height, bulk, size and relief, and the arrangement of the structures on the site, as approved is harmonious with other development and buildings in the vicinity and which is consistent with the applicable goals, policies and objectives set forth in the General Plan, the Community Design Guidelines and the applicable specific plan and/or applicable design guidelines.
The six self-storage buildings constructed with Phase 1 of the project will all be one-story, with the exception of Building E, which will be two-story. The office and caretaker’s unit will be located in a separate two-story building that is approximately 3,600 square feet, with the office located on the ground floor and the caretaker’s unit above. Phase 2 of the project will consist of the construction of the seventh self-storage building (Building G), which will be one-story and approximately 67,700 square feet. The project plans do not include architectural elevations for Building G; the applicant is requesting that only the size and location of the building be approved at this time. Thus, Condition #4 of the Design Review Permit requires the applicant submit the Building G elevations to Planning Division staff for review and approval, prior to building permit issuance.
The project has more than 700 feet of frontage on Westbrook Boulevard to the west, which makes the western elevation the primary entrance to the project (Figure 4). Two self-storage buildings (Buildings A and B) and the office/caretaker’s unit building will be located along the frontage. Buildings A and B have wall plane variation and a variation in height between segments, ranging from 20 to 22 feet tall. The office and caretaker’s unit will have the highest roofline at approximately 28 feet to make it a more dominant feature, with overlapping building forms to create visual interest. The building panels alternate between stucco and vertical metal siding, with CMU wainscoting applied at the base for the entire length of the building. The variation in materials combined with the variation in wall planes helps break up the building structure and add texture and depth to the façade. Additional architectural elements include spandrel glass panels, metal awnings, and painted metal trim material to enhance the streetscape. The primary color scheme is neutral earth tones, with red used as an accent color for the metal awnings and parapet bands. A combination of trees and shrubs are also proposed along the front elevation to soften the views from the public way.
WRSP PCL W-60B – Westbrook Storage; 2300 Westbrook Bl.; File #PL22-0019 Planning Commission – May 12, 2022 – Page 7 of 19
Figure 4: West Elevation (facing Westbrook Bl.)
The remainder of the buildings are designed with precision and split-faced CMU. The building interface at the northern property line was given particular treatment because of its visibility from the future sports complex to the north. A portion of the north elevation is shown in Figure 5 below. The north elevation is designed to avoid a long expanse of uniform wall with stucco pilasters and metal trellises to break up panel segments. The pilasters will be trimmed with red metal caps to tie in to the front building elevations.
This same architectural treatment is also applied to the building along the southern property line to improve the visual character of the site (see Figure 6 below). The storage units will have block wall façades with metal roofing and roll up doors. The units will be screened from view as they are facing internal to the site. Given the distance, staff does not anticipate any visual impacts to the residences within the vicinity of the project site. The residences to the west across Westbrook Boulevard are more than 150 feet away and have a substantial landscape buffer with a masonry wall. The open space preserve provides more than 800 feet of separation from the residences to the south.
Figure 5: North Building Elevation (Partial)
Figure 6: South Building Elevation
Based on the foregoing analysis, the variation in colors, materials, and articulation in the façade, as well as the massing and arrangement of structures on the site, are consistent with the intent of the CDG for the industrial zone, and are consistent with the General Plan and WRSP.
4. The design of the public services, as approved, including, but not limited to, trash enclosures and service equipment are located so as not to detract from the appearance of the site, and are screened appropriately and effectively using construction materials, colors and landscaping that are harmonious with the site and the building designs.
The Community Design Guidelines provide standards for the screening and compatibility of service areas within a project site. The applicant received approval from the Environmental Utilities department to waive the requirement of a standalone trash enclosure. Similar to other recently approved self-storage projects, the waste containers will be stored inside one of the storage units and brought out on collection WRSP PCL W-60B – Westbrook Storage; 2300 Westbrook Bl.; File #PL22-0019 Planning Commission – May 12, 2022 – Page 8 of 19
days. This alternative was found to be acceptable because of the minimal trash generated by the storage use.
Condition #14 for the Design Review Permit requires that all mechanical equipment be screened from view. The roof parapet design makes this screening possible. No conflicts with City policy regarding the treatment of service areas have been identified.
EVALUATION – ADMINISTRATIVE PERMIT
Section 19.78.060A of the City of Roseville Zoning Ordinance requires that three findings be made prior to the approval of an Administrative Permit. The required findings are listed below in italicized, bold text and are followed by an evaluation in relation to each finding.
1. The proposed use or development is consistent with the City of Roseville General Plan and any applicable specific plan.
The project site has a land use designation of Light Industrial (IND), which applies to land intended for office, industrial, and research and development uses that generate very limited noise, vibration, odor, dust, smoke, light, or other pollutants, and are either integrated or compatible with surrounding uses.
While the General Plan does not contain specific criteria regarding an on-site caretaker’s unit associated with a self-storage facility, this is considered a typical accessory use within the M1 zone. The General Plan relies on the Zoning Ordinance through the Administrative Permit process to ensure consistency with the requirements and compatibility with surrounding uses, as discussed below. Therefore, the proposed caretaker’s unit is consistent with the site’s General Plan land use designation.
2. The proposed use or development conforms with all applicable standards and requirements of the Zoning Ordinance.
Per Zoning Ordinance Section 19.14.020, caretaker/employee housing is permitted in the M1 zone district with approval of an Administrative Permit. The standards and requirements of the Zoning Ordinance related to caretaker/employee housing include site design standards and parking requirements. As mentioned in the Design Review Permit evaluation section of this report, the caretaker’s unit is located as close as possible to the project entrance, which is consistent with the Zoning Ordinance. In addition, the project provides the required two (2) off-street parking spaces for the caretaker’s unit. With approval of the Specific Plan Amendment and the Administrative Permit, the proposed project would comply with all applicable standards and requirements of the Zoning Ordinance.
3. The location, size, design, and operating characteristics of the use or development is compatible with and shall not adversely affect or be materially detrimental to the health, safety, or welfare of persons residing or working in the area, or be detrimental or injurious to public or private property or improvements.
As mentioned in the evaluation section of the SPA, the location of the proposed caretaker’s unit on the project is located at a sufficient distance from the PGWWTP as to not be negatively impacted by noise or odor.
The site will be gated and lighted throughout. The gate will be accessed with a keypad and knox box, that will restrict gate access to business hours. No interior access will be permitted outside the hours of operation. The facility manager will reside onsite within a 1,813-square-foot caretaker’s unit on the second floor of the office building. These measures are expected to ensure that the site is secure and monitored outside business hours and during nights. As designed and with compliance with the Zoning Ordinance requirements, the use will not be materially detrimental to the health, safety, or welfare of persons residing or working in the area, or be detrimental or injurious to public or private property or improvements.
WRSP PCL W-60B – Westbrook Storage; 2300 Westbrook Bl.; File #PL22-0019 Planning Commission – May 12, 2022 – Page 9 of 19
PUBLIC OUTREACH
The proposed project was distributed to all internal and external agencies and departments who have requested such notice, and all comments or recommended conditions of approval have been incorporated into the project, as appropriate. Early notification of the project was posted on the Roseville Coalition of Neighborhood Associations (RCONA)’s website. A notice of the public hearing was published in the Roseville Press Tribune on April 29, 2022 and a notice of the hearing was also distributed to all property owners within 300 feet of the site and posted on the RCONA website. No comments have been received as of publication of the staff report.
ENVIRONMENTAL DETERMINATION
As required by the California Environmental Quality Act (CEQA), the City of Roseville, acting as Lead Agency, prepared an Initial Study/Negative Declaration (IS/ND) to evaluate the environmental effects of the project. The document was released for a 20-day public comment period, which began on April 8, 2022 and ended on April 28, 2022. No public comments were received. The document analyzed the potential for environmental impacts due to project implementation and determined the project will not have a significant effect on the environment. The Initial Study/Negative Declaration is included as Exhibit A.
RECOMMENDATION
The Planning Division recommends the Planning Commission take the following actions:
1. Adopt the Westbrook Storage Initial Study/Negative Declaration;
2. Recommend the City Council adopt a resolution approving the SPECIFIC PLAN AMENDMENT – 2300 WESTBROOK STORAGE – WRSP PCL W-60B – WESTBROOK STORAGE – FILE #PL22-0019;
3. Adopt the four (4) findings of fact and approve the DESIGN REVIEW PERMIT – 2300 WESTBROOK STORAGE – WRSP PCL W-60B – WESTBROOK STORAGE – FILE #PL22- 0019 subject to eighty-four (84) conditions of approval; and
4. Adopt the three (3) findings of fact and approve the ADMINISTRATIVE PERMIT – 2300 WESTBROOK STORAGE – WRSP PCL W-60B – WESTBROOK STORAGE – FILE #PL22- 0019 subject to four (4) conditions of approval.
CONDITIONS OF APPROVAL FOR THE DESIGN REVIEW PERMIT – FILE #PL22-0019
1. This Design Review Permit approval shall be effectuated within a period of two (2) years from May 12, 2022 and if not effectuated shall expire on May 12, 2024. Prior to said expiration date, the applicant may apply for an extension of time, provided this approval does not extend the expiration beyond May 12, 2025. (Planning)
2. The project is approved as shown in Exhibits B—J, and as conditioned or modified below. (Planning)
3. The project shall comply with all required environmental mitigation identified in the Westbrook Storage Initial Study/Negative Declaration (included as Exhibit A), and shall include all applicable mitigation measures as notes on the improvement plans. (All Departments)
4. Prior to building permit issuance, the applicant shall provide the Planning Division with architectural elevations for Building G, which shall be designed to be consistent with the approved elevations and to the satisfaction of the Planning Division. (Planning)
5. The vehicular rolling gate at the front entrance shall screen views into the site, to the satisfaction of the Planning Division. (Planning)
WRSP PCL W-60B – Westbrook Storage; 2300 Westbrook Bl.; File #PL22-0019 Planning Commission – May 12, 2022 – Page 10 of 19
6. The project shall be addressed as 2300 Westbrook Bl. All projects with multi-tenants or buildings must submit a site plan with building footprint(s) to the Development Services Department (Business Services – Addressing) for building/suite addressing. (Business Services)
7. The applicant shall pay City’s actual costs for providing plan check, mapping, GIS, and inspection services. This may be a combination of staff costs and direct billing for contract professional services.
Project billing may occur up to two (2) months after the end of warranty or the Notice of Termination date for the SWPPP, whichever occurs later. (Engineering, Environmental Utilities, Electric, Finance)
8. The design and construction of all improvements shall conform to the Design and Construction Standards of the City of Roseville, or as modified by these conditions of approval, or as directed by the City Engineer. (Engineering)
9. The applicant shall not commence with any on-site improvements or improvements within the rightof-way until such time as grading and/or improvement plans have been submitted for review and are approved with grading and/or encroachment permits issued by the Department of Development Services – Engineering Division. (Engineering)
10. The approval of this project does not constitute approval of proposed improvements as to size, design, materials, or location, unless specifically addressed in these conditions of approval. The Developer shall submit civil drawings to the Department of Development Services – Engineering Division for review and approval. (Engineering)
PRIOR TO ISSUANCE OF BUILDING PERMITS:
11. Parking lot design shall conform to the City’s design standards, including the following minimum standards for parking stalls:
a. All parking stalls shall be double-striped. Parking stalls adjacent to sidewalks, landscaped areas or light fixtures, and all Accessible stalls shall abut a 6-inch raised curb or concrete bumper. (Planning)
b. Standard – 9 feet x 18 feet; Compact – 9 feet x 16 feet; Accessible – 14 feet x 18 feet (a 9-footwide parking area plus a 5-foot-wide loading area) and a minimum of one (1) parking space shall be Accessible van accessible – 17 feet x 18 feet (9-foot-wide parking area plus an 8-foot-wide loading area). (Planning)
c. An 'exterior routes of travel' site accessibility plan incorporating slope, cross-slope, width, pedestrian ramps, curb ramps, handrails, signage, detectable warnings or speed limit signs or equivalent means shall comprise part of the site improvement plans submitted to City for review, prior to building plan check approvals. This site accessibility plan shall also include:
i. Accessible parking stalls shall be dispersed and located closest to accessible entrances. The total number of accessible parking spaces shall be established by Table 11B-208.2 of the CBC.
ii. Accessible Parking spaces and crosswalks shall be signed, marked and maintained as required by Chapter 11 of the CBC.
iii. Accessible parking and exterior route of travel shall comply with CBC, Sections 11B-206 and 11B-208. (Building)
WRSP PCL W-60B – Westbrook Storage; 2300 Westbrook Bl.; File #PL22-0019 Planning Commission – May 12, 2022 – Page 11 of 19
12. Signs and/or striping shall be provided on-site as required by the Planning Department to control onsite traffic movements. Parking lot striping and signage shall be maintained in a visible and legible manner. (Planning)
13. The plans submitted to the Building Division for permits shall indicate all approved revisions/alterations as approved by the Commission including all conditions of approval. (Planning)
14. The project Landscape Plans shall comply with the following:
a. The Landscape Plan shall indicate the location of, and be designed to avoid conflicts with, all pole-mounted light fixtures and utility equipment including (but not limited to) electric transformers, switchgear, and overhead lines; backflow preventers; fire department connections; and public water, sewer, and storm drain facilities. (Planning, Fire, Environmental Utilities, Electric, Engineering)
b. The tree plantings in the parking lot shall be designed to provide a minimum of 50% shade coverage after 15 years. (Planning)
c. At a minimum, landscaped areas not covered with live material shall be covered with a rock, (3") bark (no shredded bark) or (3") mulch covering. (Planning) d. The landscape plan shall comply with the Landscape Guidelines for West Roseville Specific Plan and the City of Roseville Water Efficient Landscape Ordinance. (Planning, Environmental Utilities) e. Landscaping adjacent to preserve areas shall consist of California native, drought-tolerant groundcover, shrubs, plants, and trees. (Open Space, Planning) f. All landscaping in areas containing electrical service equipment shall conform to the Electric Department's Landscape Requirements and Work Clearances as outlined in Section 10.00 of the Departments "Specification for Commercial Construction." (Electric) g. Slopes within landscape planters shall be no more than 3:1 unless approved otherwise with improvement plans. A two-foot flat bench located at back-of-walk shall be included in the landscape area to slow or allow absorption of nuisance run-off from the planters. (Parks, Recreation, and Libraries)
h. All landscaping shall conform to the standards of crime prevention through environmental design with the intent to create natural surveillance, controlling access, and territorial reinforcement to property boundaries. (Police)
15. Any roof-mounted equipment and satellite dishes proposed shall be shown on the building plans.
The equipment shall be fully screened from public streets and the surrounding properties. (Planning)
16. At the time of building permit application and plan submittal, the project applicant shall submit a proposed plan which shows the proposed addressing for the building and dwelling unit numbers. The Building Official, or the designee, shall approve said plan prior to building permit approval. Refer to the City of Roseville Addressing Guidelines. (Building)
17. At the time of building permit application and plan submittal, the project applicant shall submit a proposed plan which shows the proposed suite addressing for individual tenant spaces within the building. The Building Official, or the designee, shall approve said plan prior to building permit approval. Refer to the City of Roseville Addressing Guidelines. (Building) WRSP PCL W-60B – Westbrook Storage; 2300 Westbrook Bl.; File #PL22-0019 Planning Commission – May 12, 2022 – Page 12 of 19
18. A separate Architectural Site Accessibility Plan which details the project's site accessibility information as required by California Title 24, Part 2 shall be submitted as part of the project Building Permit Plans. (Building)
19. For Multiple Building Complexes: As part of the required Architectural Site Accessibility Plan, the developer shall delineate the extent of the site accessibility improvements being installed as part of the initial improvements for the project, and those that are planned to be developed as part of subsequent phases (i.e. around future pad buildings). (Building)
20. Building permit plans shall comply with all applicable code requirements (California Building Code – CBC – based on the International Building Code, California Green Building Standards Code–CGBSC, California Mechanical Code – CMC – based on the Uniform Mechanical Code, California Plumbing Code – CPC – based on the Uniform Plumbing Code, California Fire Code – CFC – based on the International Fire Code – with City of Roseville Amendments – RFC, California Electrical Code – CEC – based on the National Electrical Code, and California Energy Standards – CEC T-24 Part 6), California Title 24 and the American with Disabilities Act - ADA requirements, and all State and Federally mandated requirements in effect at the time of submittal for building permits (contact the Building Division for applicable Code editions). (Building)
21. Maintenance of copy of building plans: Health and Safety Code section 19850 requires the building department of every city or county to maintain an official copy of the building plans for the life of the building. As such, each individual building shall be submitted as a separate submittal package.
Building plan review, permit issuance and archiving is based on each individual building address. (Building)
22. For all work to be performed off-site, permission to enter and construct shall be obtained from the property owner, in the form of a notarized right-of-entry. Said notarized right-of-entry shall be provided to Development Services- Engineering prior to approval of any plans. (Engineering)
23. The Improvement Plans shall include a complete set of Landscape Plans. The Landscape Plans shall be approved with the Improvement Plans. (Planning, Engineering, Fire, Environmental Utilities, Electric)
24. A note shall be added to the grading plans that states:
“Prior to the commencement of grading operations, the contractor shall identify the site where the excess/borrow earthen material shall be imported/deposited. If the borrow/deposit site is within the City of Roseville, the contractor shall produce a report issued by a geotechnical engineer to verify that the exported materials are suitable for the intended fill, and shall show proof of all approved grading plans. Haul routes to be used shall be specified.” (Engineering)
25. The applicant shall dedicate all necessary rights-of-way or Public Utility Easement for the widening of any streets or transfer of public utilities across and over any portion of the property as required with this entitlement. A separate document shall be drafted for approval and acceptance by the City of Roseville, and recorded at the County Recorder’s Office. (Engineering)
26. Bike parking and clean air vehicle spaces shall be provided per the California Green Building Standards. Bike rack/locker design and location shall be approved by Alternative Transportation. Clean Air spaces shall be marked “CLEAN AIR/CARPOOL/EV”. (Alternative Transportation, Building).
27. The applicant shall coordinate with the City’s Parks, Recreation and Libraries Department and Development Services Engineering Divisionfor installation of a right-turn deceleration lane for a future driveway and shall coordinate landscaping in this area prior to issuance of improvement plans. (Engineering, Parks)
WRSP PCL W-60B – Westbrook Storage; 2300 Westbrook Bl.; File #PL22-0019 Planning Commission – May 12, 2022 – Page 13 of 19
28. The applicant shall provide a 40’ wide Type A-7 driveway for entry into the project. (Engineering)
29. All storm drainage, including roof drains, shall be collected on site and treated with Best Management Practices (BMP’s) per the City’s Stormwater Quality Design Manual. All storm water shall be routed to the nearest existing storm drain system or natural drainage facility. Drain outfalls shall extend down to the receiving water and shall be constructed with adequate velocity attenuation devices. The grading/improvement plans for the site shall be accompanied with a shed map that defines that area tributary to this site and all drainage facilities shall be designed to accommodate the tributary flow. The storm drain system and proposed BMP’s shall be privately owned and maintained by the property owner.
Prior to the issuance of any permits, the owner shall provide a plan for the maintenance of the proposed BMP’s. (Engineering)
30. Prior to the approval of the Improvement Plans, the project proponent shall provide proof of preparation and submittal of a Storm Water Pollution Prevention Plan (SWPPP) to the Regional Water Quality Control Board (RWQCB). Proof shall be in the form of the Waste Discharge Identification Number (WDID#), provided to the applicant from RWQCB, placed on the coversheet of the improvement plans. Upon approval of the improvement plans, a copy of the SWPPP shall be required onsite and available for viewing by City inspection staff upon request. (Engineering)
31. To ensure that the design for any necessary widening, construction, or modifications of Public Streets does not conflict with existing dry utilities generally located behind the curb and gutter, and prior to the submittal of design drawings for those frontage improvements, the project proponent shall have the existing dry utilities pot holed for verification of location and depth. (Engineering)
32. Sight distances for all driveways shall be clearly shown on the improvement plans to verify that minimum standards are achieved. It will be the responsibility of the project proponent to provide appropriate landscaping and improvement plans, and to relocate and/or modify existing facilities as needed to meet these design objectives. (Engineering)
33. The applicant shall remove and reconstruct any existing damaged curb, gutter, and sidewalk along the property frontage. During plan check of the improvement plans and/or during inspection, Development Services - Engineering will designate the exact areas to be reconstructed. Any existing public facilities damaged during the course of construction shall be repaired by the property owner and at the property owner’s expense, to the satisfaction of the City. (Engineering)
34. Improvement plans shall show the Preserve boundary and label it as a protected area. The PreConstruction meeting shall address the presence of the Preserve, the sensitive habitats present and minimization of disturbance to the Preserve. During grading and construction the preserve area shall be avoided and shall not be used for parking, storage, or project staging. The contractor shall remove all trash blown into the preserve from adjacent construction on a daily basis. After construction is complete, the temporary fencing shall be removed from the preserve, along with all temporary erosion control measures (e.g., straw bales, straw waddles and stakes, silt fencing). (Engineering, Development Services Department, Planning)
35. Prior to construction within any phase of the project, high visibility temporary construction fencing shall be installed along the parcel adjacent to the Preserve. Fencing shall be maintained daily until permanent fencing is installed, at which time the temporary fencing shall be removed from the project site. (Engineering, Development Services Department, Planning)
36. With the exception of access required for maintenance and/or emergency vehicles, the project shall be designed to prevent vehicle access into the Preserve. Post and cable fencing or other improvements shall be utilized to meet this requirement. (Engineering, Development Services Department, Planning)
WRSP PCL W-60B – Westbrook Storage; 2300 Westbrook Bl.; File #PL22-0019 Planning Commission – May 12, 2022 – Page 14 of 19
37. Prior to the approval of the improvement plans, it will be the project proponent’s responsibility to pay the standard City Trench Cut Recovery Fee for any cuts within the City streets that are required for the installation of underground utilities. (Engineering)
38. Prior to the issuance of building permits, the property owner shall pay into the following fee programs:
Citywide Drainage Fee, Citywide Traffic Mitigation Fee (TMF), Highway 65 Joint Partners Association (JPA), South Placer Regional Transportation Authority (SPRTA), and City/County Fee. (Engineering)
39. Prior to issuance of a building permit, the property owner shall pay the WRSP Transit Shuttle Service Fee per the Development Agreement Section 3.15.14. (Alternative Transportation)
40. Prior to the issuance of a grading permit or approval of Improvement Plans, the grading plans shall clearly identify all existing water, sewer and recycled water utilities within the boundaries of the project (including adjoining public right of way). Existing utilities shall be identified in plan-view and in profileview where grading activities will modify existing site elevations over top of or within 15 feet of the utility. Any utilities that could potentially be impacted by the project shall be clearly identified along with the proposed protection measures. The developer shall be responsible for taking measures and incurring costs associated with protecting the existing water, sewer and recycled water utilities to the satisfaction of the Environmental Utilities Director. (Environmental Utilities)
41. The applicant shall pay all applicable water and sewer fees. (Environmental Utilities)
42. Water and sewer infrastructure shall be designed pursuant to the adopted City of Roseville Improvement Standards and the City of Roseville Construction Standards and shall include:
a. Utilities or permanent structures shall not be located within the area which would be disturbed by an open trench needed to expose sewer trunk mains deeper than 12 feet unless approved by Environmental Utilities in these conditions. The area needed to construct the trench is a sloped cone above the sewer main. The cone shall have 1:1 side slopes. b. Water, sewer and recycled mains shall not exceed a depth of 12 feet below finished grade, unless authorized in these conditions of approval.
c. All sewer manholes shall have all-weather, 10-ton vehicle access unless otherwise authorized by these conditions of approval. (Environmental Utilities)
43. The applicant shall provide a 20’ wide access gate along the east property line of the project, centered over the existing 24” sewer line. (Environmental Utilities)
44. Recycled water infrastructure shall be designed pursuant to the adopted City of Roseville Improvement Standards and the City of Roseville Construction Standards. The applicant shall pay all applicable recycled water fees. Easements shall be provided as necessary for recycled water infrastructure. (Environmental Utilities)
45. The applicant shall provide a 9’ x 12’ concrete pad for trash/recycle pickup. Customer will be responsible for transporting the bins to the concrete pad for service. (Engineering)
46. Access to the concrete pad shall have an inside turning radius of 25 feet and an outside turning radius of 45 feet must be maintained to allow the refuse truck access to and from the enclosure. Enclosures must have a clear approach of 65 feet in front of the enclosure to allow servicing bins. (Refuse)
47. The design and installation of all fire protection equipment shall conform to the California Fire Code and the amendments adopted by the City of Roseville, along with all standards and policies implemented by the Roseville Fire Department. (Fire)
WRSP PCL W-60B – Westbrook Storage; 2300 Westbrook Bl.; File #PL22-0019 Planning Commission – May 12, 2022 – Page 15 of 19
48. The applicable codes and standards adopted by the City shall be enforced at the time construction plans have been submitted to the City for permitting. (Fire)
49. The Electric Department requires the submittal of the following information in order to complete the final electric design for the project:
a. one (1) set of improvement plans
b. load calculations
c. electrical panel one-line drawings
50. All on-site external lighting shall be installed and directed to have no off-site glare. Lighting within the parking areas and pedestrian walkways shall provide a maintained minimum of one (1) foot-candle, and 0.5 foot-candle of light, respectively. All exterior light fixtures shall be vandal resistant. (Planning, Police)
51. The parking lot shall have properly posted signs that state the use of the parking area is for the exclusive use of employees and customers of this project. (See California Vehicle Code Sections 22507.8, 22511.5, 22511.8, 22658(a), and the City of Roseville Municipal Code Section 11.20.110).
The location of the signs shall be shown on the approved site plan. (Planning, Police)
52. A photometric plan shall be provided prior to building permit issuance. Parking lot lighting, in conjunction with vehicle storage, shall not exceed 16 feet in height. In addition, wall mounted lights shall be located on the building, below the roofline of the storage facility and shall be directed downward. (Planning, Police)
53. It is the developer's responsibility to notify PG&E of any work required on PG&E facilities. (PG&E) DURING CONSTRUCTION & PRIOR TO ISSUANCE OF OCCUPANCY PERMITS:
54. Any backflow preventers visible from the street shall be painted green to blend in with the surrounding landscaping. The backflow preventers shall be screened with landscaping and shall comply with the following criteria:
a. There shall be a minimum clearance of four feet (4'), on all sides, from the backflow preventer to the landscaping.
b. For maintenance purposes, the landscaping shall only be installed on three sides and the plant material shall not have thorns.
c. The control valves and the water meter shall be physically unobstructed. d. The backflow preventer shall be covered with a green cover that will provide insulation. (Planning, Environmental Utilities)
55. The following easements shall be provided by separate instrument and shown on the site plan, unless otherwise provided for in these conditions:
a. Additional internal easements will be required to cover primary electrical facilities to the project when the final electrical design is completed. (Electric)
56. Easement widths shall comply with the City's Improvement Standards and Construction Standards.
Separate document easements required by the City shall be prepared in accordance with the City's "Policy for Dedication of Easements to the City of Roseville". All legal descriptions shall be prepared by a licensed land Surveyor. All existing public utility, electric, water, sewer and reclaimed water WRSP PCL W-60B – Westbrook Storage; 2300 Westbrook Bl.; File #PL22-0019 Planning Commission – May 12, 2022 – Page 16 of 19
easements shall be maintained unless otherwise authorized by these conditions of approval. (Engineering, Environmental Utilities, Electric)
57. Inspection of the potable water supply system on new commercial/industrial/office projects shall be as follows:
a. The Environmental Utilities Inspector will inspect all potable water supply up to the downstream side of the backflow preventer.
b. The property owner/applicant shall be responsible for that portion of the water supply system from the backflow preventer to the building. The builder/contractor shall engage a qualified inspector to approve the installation of this portion of the water supply. The Building Division will require from the builder/contractor, a written document certifying that this portion of the potable water supply has been installed per improvement plans and in accordance with the Uniform Plumbing Code. This certificate of compliance shall be submitted to the Building Division before a temporary occupancy or a building final is approved.
c. The building inspectors will exclusively inspect all potable water supply systems for the building from the shutoff valve at the building and downstream within the building. (Building, Environmental Utilities)
58. All improvements being constructed in accordance with the approved grading and improvement plans shall be accepted as complete by the City. (Engineering)
59. The words "traffic control appurtenances" shall be included in the list of utilities allowed in public utilities easements (PUE's) located along public roadways. (Engineering)
60. Water, sewer and reclaimed water shall be constructed pursuant to the adopted City of Roseville Improvement Standards and the City of Roseville Construction Standards. (Environmental Utilities)
61. All water backflow devices shall be tested and approved by the Environmental Utilities Department. (Environmental Utilities)
62. If an RV dump is provided onsite, an additional sewer unit shall be charged for the use. (Environmental Utilities)
63. All Electric Department facilities, including streetlights where applicable, shall be designed and built to the "City of Roseville Specifications for Commercial Construction." (Electric)
64. The City of Roseville Electric Department has electrical construction charges which are to be paid by the developer and which are explained in the City of Roseville "Specification for Commercial Construction." These charges will be determined upon completion of the final electrical design. (Electric)
65. Any relocation, rearrangement, or change of existing electric facilities due to this development shall be at the developer's expense. (Electric)
66. Any facilities proposed for placement within public/electric utility easements shall be subject to review and approval by the Electric Department before any work commences in these areas. This includes, but is not limited to, landscaping, lighting, paving, signs, trees, walls, and structures of any type. (Electric)
67. All electric metering shall be directly outside accessible. This can be accomplished in any of the following ways:
WRSP PCL W-60B – Westbrook Storage; 2300 Westbrook Bl.; File #PL22-0019 Planning Commission – May 12, 2022 – Page 17 of 19
a. Locate the metered service panel on the outside of the building. b. Locate the metered service panel in a service room with a door that opens directly to the outside.
The developer will be required to provide a key to the door for placement in a lock box to be installed on the outside of the door. Any doors leading from the service room to other areas of the building shall be secured to prohibit unauthorized entry. (Electric)
68. One ¾-inch conduit with a 2-pair phone line shall be installed from the building’s telephone service panel to the meter section of the customer's electrical switchgear or panel. (Electric)
69. It is the responsibility of the developer to ensure that all existing electric facilities remain free and clear of any obstruction during construction and when the project is complete. (Electric)
70. The power pole located on the east side of project site shall be replaced with a taller pole to accommodate proper clearances to the perimeter fencing. (Electric)
71. Roseville Electric will require the project to extend 2-6” conduits to the easterly property line. (Electric)
72. The sidewalk shall be attached to back of curb near the existing facilities adjacent to Westbrook Drive. (Electric)
OTHER CONDITIONS OF APPROVAL:
73. Signs shown on the elevations are not approved as part of the Design Review Permit. A Sign Permit is required for all project signs. (Planning)
74. Following the installation of the landscaping, all landscape material shall be maintained in a healthy and weed-free condition; dead plant material shall be replaced immediately. All trees shall be maintained and pruned in accordance with the accepted practices of the International Society of Arboriculture (ISA). (Planning)
75. The City reserves the right to restrict vehicle turning movements within the public right-of-way in the future if deemed necessary by the City Engineer. (Engineering)
76. The required width of fire apparatus access roads shall not be obstructed in any manner, including the parking of vehicles. Minimum required widths and vertical clearances established by the Fire Code shall be maintained at all times during construction. Closure of accesses for fire apparatus by gates, barricades and other devices shall be prohibited unless approved by the Fire Chief. (Fire)
77. Temporary aboveground storage tanks may be used at construction sites for diesel fuel only and shall not exceed 1,000 gallon capacity. Tanks shall comply with all provisions found within the Fire Code.
A Fire Department Permit shall be obtained prior to tank installation. The permit shall expire after 90 days from the date of issuance, unless extended by the Fire Chief. (Fire)
78. If site survey or earth moving work results in the discovery of hazardous materials in containers or what appears to be hazardous wastes released into the ground, the contractor or person responsible for the building permit must notify the Roseville Fire Department immediately. A representative from the Fire Department will make a determination as to whether the incident is reportable of not and if site remediation is required. (Fire)
79. All commercial air conditioning units 5 tons or less (<65,000 btu/ h) shall meet the current Consortium for Energy Efficiency ("CEE") Tier I specifications. The SEER/EER ratings will be specified on building plans and Title 24 compliance certificates at the time building permits are requested. The SEER and EER ratings will be verified with appropriate documentation. These requirements shall be utilized in the overall energy compliance calculations required for issuance of any building permit for any WRSP PCL W-60B – Westbrook Storage; 2300 Westbrook Bl.; File #PL22-0019 Planning Commission – May 12, 2022 – Page 18 of 19
commercial building in the Plan Area. Any variances, with the exception of Tier 2 compliance, must be approved by the Electric Department's Retail Energy Services Department. (Electric)
80. All residential units must install a Seasonal Energy Efficiency Rating ("SEER") of 2 points above the minimum, as defined by the State of California in the current Title 24 of the Code of California regulations, up to a total maximum of 16 points including the 2 point premium, an Energy Efficiency Ratio ("EER") of 12 or greater, and a thermal expansion valve "TXV"). The SEER rating of 2 points above the minimum, as defined by the current Title 24, up to a maximum of 16 points, and an EER rating of 12 or greater along with a TXV will be specified on building plans and Title 24 compliance certificates at the time building permits are requested. If Title 24 of the Code of California Regulations in effect at the time of request for building permits requires higher SEER or EER ratings, residential units in the Plan Area shall comply with such State requirements. The SEER and EER ratings will be verified with appropriate documentation. These requirements shall be utilized in the overall energy compliance calculations required for issuance of a building permit for any residential unit. Any variances must be approved by the Electric Department’s Retail Energy Services Department. (Building, Electric)
81. The project is subject to the noise standards established in the City's Noise Ordinance. In accordance with the City's Noise Ordinance, project construction is exempt between the hours of seven a.m. and seven p.m. Monday through Friday, and between the hours of eight a.m. and eight p.m. Saturday and Sunday, provided that all construction equipment shall be fitted with factory installed muffling devices and be maintained in good working order. (Building)
82. The developer (or designated consultant) shall certify that the building foundation location has been placed according to all approved setback requirements shown on the approved site plan. The developer shall prepare a written statement confirming building placement and provide an original copy to the City Building Division Field Inspector at the time of or prior to the foundation inspection. (Building)
83. Prior to Certificate of Occupancy, the applicant may apply for a Temporary Certificate of Occupancy (TCO) of the building. If a TCO is desired, the applicant must submit a written request to the Building Division a minimum of thirty (30) days prior to the expected temporary occupancy date and shall include a schedule for occupancy and a description of the purpose for the Temporary Certificate of Occupancy. (Building)
84. Concurrent with submittal for plan check and prior to a request for final building inspection, the applicant may request City approval of an occupancy phasing plan to allow individual or multiple building occupancies. This request shall be made in writing to the Building Division and shall include the following:
a. A description of measures that will be undertaken to minimize conflict between residents/building occupants and construction traffic (e.g. fencing, etc.); b. A phasing plan showing the proposed buildings, internal roads and access routes, landscaping, trash enclosure locations, and any other improvements planned for each phase; and c. An estimated time frame for each phase and a specific date for the first phase. (Planning, Building)
CONDITIONS OF APPROVAL FOR THE ADMINISTRATIVE PERMIT – FILE #PL22-0019
1. The Administrative Permit shall not be deemed approved until the actions on the Specific Plan Amendment are approved and become effective.
WRSP PCL W-60B – Westbrook Storage; 2300 Westbrook Bl.; File #PL22-0019 Planning Commission – May 12, 2022 – Page 19 of 19 2. The project is approved as shown in Exhibits B—J and as conditioned or modified below. (Planning)
3. The project shall comply with all required environmental mitigation identified in the Westbrook Storage Initial Study/Negative Declaration (included as Exhibit A), and shall include all applicable mitigation measures as notes on the improvement plans. (All Departments)
4. A building permit shall be obtained prior to construction and occupancy of the caretaker’s unit. (Building)
EXHIBITS
A. Westbrook Storage Initial Study/Negative Declaration B. WRSP Change Pages
C. Site Plan (Phase 1 and Phase 2)
D. Floor Plans
E. Roof Plan
F. Preliminary Grading & Drainage Plan
G. Preliminary Utility Plan
H. Elevations
I. Colors & Materials
J. Preliminary Landscape Plan
Note to Applicant and/or Developer: Please contact 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: Exhibits A and B are not included
with the Planning Commission Staff Report
because they are already included as
attachments to the Council Communication.
WESTBROOK BLVD. BUILDING 'E' TWO STORY
BUILDING 'C'
BLDG. 'D'
BUILDING 'B' BUILDING 'F' BUILDING 'A' OFF. SITE PLAN 1A WESTBROOK SELF STORAGE & R.V. 4.4.2022 ROSEVILLE, CA V LA G OR L IPU ARCHITECT OWNER / DEVELOPER PHONE: E-MAIL: VALLI ARCHITECTURAL GROUP 924-D NORTH ART VILLAGE WAY IVINS, UT 84738 [email protected] 949-813-4191 BUILDING AREAS S.S. SUBTOTAL OFFICE BLDG. 'B' BLDG. 'C' BLDG. 'D' BLDG. 'A' SCALE : 1" = 40'-0" RYAN O'KEEFE WEST ROSEVILLE, LLC ROSEVILLE, CA 95661 1420 ROCKY RIDGE DRIVE - SUITE 265 [email protected] PHONE: 916-990-1071 E-MAIL: BLDG. 'E' BLDG. 'F' (1 STORY) (1 STORY) (1 STORY) (1 STORY) (2 STORY) (1 STORY) S.S. TOTAL s.f. s.f. s.f. s.f. s.f. s.f. s.f. s.f. s.f. 131,206 1,241 13,400 9,420 1,920 8,100 81,566 16,800 134,817 ARIEL L. VALLI CIVIL ENGINEER PHONE: E-MAIL: BRITTANY BAIR B2 ENGINEERING, INC. 1350 DESMOND LANE NEWCASTLE, CA 95658 949-656-0995 [email protected] R.V. TABULATION RV - TOTAL 276 SPACES SPACES SPACES SPACES SPACES SPACES SPACES SPACES SPACES SPACES SPACES SPACES SPACES SPACES SPACES SPACES SPACES SPACES SPACES SPACES SPACES SPACES SPACES SPACES SPACES SPACES SPACES SPACES FUTURE s.f.1,813 GARAGE s.f.557 RV - 12x20 1 RV - 12x22 20 RV - 12x25 53 RV - 12x26 1 RV - 12x27 1 RV - 12x28 1 RV - 12x29 1 RV - 12x30 26 RV - 12x31 1 RV - 12x32 33 RV - 12x33 1 RV - 12x34 2 RV - 12x35 42 RV - 12x36 1 RV - 12x37 1 RV - 12x38 33 RV - 12x39 1 RV - 12x40 6 RV - 12x41 1 RV - 12x42 3 RV - 12x43 2 RV - 12x44 5 RV - 12x45 3 RV - 12x46 4 RV - 12x47 2 RV - 12x48 1 RV - 15x45 29 SITE DATA LOT SIZE SITE COVERAGE BUILDING FOOTPRINTS DRIVEWAYS & WALKWAYS LANDSCAPED AREAS TOTAL 434,467 45,800 296,446 92,221 21.2% 68.3% 10.5% 100% 434,467 s.f. 9.974 ACRES PARKING CALCULATIONS (PER ORDINANCE #19.26.030) PARKING REQUIRED 4 SPACES FOR STORAGE USE 2 SPACES FOR FUTURE SPACE 6 TOTAL REQUIRED PARKING PROVIDED 9 STANDARD SPACES 1 ADA ACCESSIBLE SPACES 1 EV READY/ CLEAR AIR STALL 2 GARAGE SPACES FOR FUTURE SPACE 13 TOTAL PROVIDED BICYCLE PARKING 3 SPACES VICINITY MAP
WESTBROOK
BLVD BLUE OAKS BLVD
FIDDYMENT RD PLEASANT GROVE BLVDSITE RV - 12x24 1 SPACES TYPICAL PARKING STALL SCALE : 1/8" = 1'-0" ENTRY GATE DETAIL SCALE : 1/8" = 1'-0" 21PC EXHIBIT C WESTBROOK BLVD. BUILDING 'E' TWO STORY
BUILDING 'C'
BLDG. 'D'
BUILDING 'B' BUILDING 'F' BUILDING 'A' OFF. BUILDING 'G' (PHASE 2) PHASE 2 SITE PLAN 1B WESTBROOK SELF STORAGE & R.V. 4.4.2022 ROSEVILLE, CA V LA G OR L IPU ARCHITECT OWNER / DEVELOPER PHONE: E-MAIL: VALLI ARCHITECTURAL GROUP 924-D NORTH ART VILLAGE WAY IVINS, UT 84738 [email protected] 949-813-4191 SCALE : 1" = 40'-0" RYAN O'KEEFE WEST ROSEVILLE, LLC ROSEVILLE, CA 95661 1420 ROCKY RIDGE DRIVE - SUITE 265 [email protected] PHONE: 916-990-1071 E-MAIL: ARIEL L. VALLI CIVIL ENGINEER PHONE: E-MAIL: BRITTANY BAIR B2 ENGINEERING, INC. 1350 DESMOND LANE NEWCASTLE, CA 95658 949-656-0995 [email protected] S.S. TOTAL 202,601 s.f. BLDG. 'G' (1 STORY) s.f.67,784 (PHASE 1+2) BUILDING AREAS S.S. SUBTOTAL OFFICE BLDG. 'B' BLDG. 'C' BLDG. 'D' BLDG. 'A' BLDG. 'E' BLDG. 'F' (1 STORY) (1 STORY) (1 STORY) (1 STORY) (2 STORY) (1 STORY) S.S. TOTAL s.f. s.f. s.f. s.f. s.f. s.f. s.f. s.f. s.f. 131,206 1,241 13,400 9,420 1,920 8,100 81,566 16,800 134,817 R.V. TABULATION RV - TOTAL 173 SPACES SPACES SPACES SPACES SPACES SPACES SPACES SPACES SPACES SPACES SPACES SPACES SPACES SPACES SPACES SPACES SPACES SPACES SPACES SPACES SPACES SPACES SPACES SPACES SPACES FUTURE s.f.1,813 GARAGE s.f.557 RV - 12x25 16 RV - 12x26 1 RV - 12x27 1 RV - 12x28 1 RV - 12x29 1 RV - 12x30 26 RV - 12x31 1 RV - 12x32 35 RV - 12x33 1 RV - 12x34 2 RV - 12x35 5 RV - 12x36 1 RV - 12x37 1 RV - 12x38 35 RV - 12x39 1 RV - 12x40 6 RV - 12x41 1 RV - 12x42 3 RV - 12x43 2 RV - 12x44 3 RV - 12x45 3 RV - 12x46 4 RV - 12x47 2 RV - 12x48 1 SITE DATA LOT SIZE SITE COVERAGE BUILDING FOOTPRINTS DRIVEWAYS & WALKWAYS LANDSCAPED AREAS TOTAL 434,467 45,800 228,662 160,005 36.8% 52.7% 10.5% 100% 434,467 s.f. 9.974 ACRES PARKING CALCULATIONS (PER ORDINANCE #19.26.030) PARKING REQUIRED 4 SPACES FOR STORAGE USE 2 SPACES FOR FUTURE SPACE 6 TOTAL REQUIRED PARKING PROVIDED 9 STANDARD SPACES 1 ADA ACCESSIBLE SPACES 1 EV READY/ CLEAN AIR STALL 2 GARAGE SPACES 13 TOTAL PROVIDED BICYCLE PARKING 3 SPACES VICINITY MAP
WESTBROOK
BLVD BLUE OAKS BLVD
FIDDYMENT RD PLEASANT GROVE BLVDSITE RV - 12x22 20 SPACES PC EXHIBIT C BLDG. 'F' 1st FLOOR
BLDG. 'C' BLDG. 'D' BLDG. 'B'
BLDG. 'A'
BLDG. 'E'
2nd FLOOR
BLDG. 'E' BLDG. 'A' - FLOOR TABULATION TOTALS 9 8,100 AVERAGE UNIT SIZE GROSS BUILDING AREA EFFICIENCY 900.00 100.00 NO. OF UNITS SQ. FT. UNIT SIZE OF UNIT TOTAL SQ. FT. 20 x 45 900 900 15 40 600 x 2 1,200 16 TOTAL UNIT MIX TABULATION TOTALS 691 112,875 AVERAGE UNIT SIZE EFFICIENCY 163.94 132,206 86.12 NO. OF UNITS SQ. FT. UNIT SIZE OF UNIT TOTAL SQ. FT. 21112386303268221862226112268121275136232316 105 6 30 x 30 5 x 8 40 120 x 10 100 18,600 9 x 10 50 4,300 5 7 35 x 35 10 x 16 160 160 5 5 25 x 525 10 x 11 110 220 10 x 14 140 280 10 x 5 50 1,500 8 x 10 90 180 5 x 10 80 160 5 7.5 37.5 x 75 20 50 1,000 x 6,000 BLDG. 'F' - FLOOR TABULATION 15 30 450 16,200 TOTALS 37 16,800 AVERAGE UNIT SIZE GROSS BUILDING AREA EFFICIENCY 452.43 100.00 x NO. OF UNITS SQ. FT. UNIT SIZE OF UNIT TOTAL SQ. FT. 20 30 600 x 600 10 7.5 75 x 5,100 10 15 150 x 9,150 10 13 130 x 260 BLDG. 'B' - FLOOR TABULATION TOTALS 14 13,400 AVERAGE UNIT SIZE GROSS BUILDING AREA EFFICIENCY 957.14 100.00 NO. OF UNITS SQ. FT. UNIT SIZE OF UNIT TOTAL SQ. FT. 2210 BLDG. 'C' - FLOOR TABULATION TOTALS 29 9,420 AVERAGE UNIT SIZE GROSS BUILDING AREA EFFICIENCY 324.82 100.00 NO. OF UNITS SQ. FT. UNIT SIZE OF UNIT TOTAL SQ. FT. 14 30 420 x 420 BLDG. 'D' - FLOOR TABULATION TOTALS 5 1,950 AVERAGE UNIT SIZE GROSS BUILDING AREA EFFICIENCY 390 98.46 NO. OF UNITS SQ. FT. UNIT SIZE OF UNIT TOTAL SQ. FT. 13 30 390 x 5 1,950 BLDG. 'E' - 1st FLOOR TABULATION TOTALS 230 33,765 AVERAGE UNIT SIZE GROSS BUILDING AREA EFFICIENCY 146.80 82.79 NO. OF UNITS SQ. FT. UNIT SIZE OF UNIT TOTAL SQ. FT. 1113981123122641211 109 10 90 x 90 10 x 13 130 130 x 19 190 380 10 16 160 x 160 10 5 50 x 650 5 7 35 x 35 10 x 20 200 12,800 10 x 18 180 360 10 15 150 x 3,450 10 14 140 x 140 10 10 100 x 9,800 BLDG. 'E' - 2nd FLOOR TABULATION TOTALS 367 29,440 AVERAGE UNIT SIZE GROSS BUILDING AREA EFFICIENCY 80.22 72.18 NO. OF UNITS SQ. FT. UNIT SIZE OF UNIT TOTAL SQ. FT. 21123861732682188211384 105 6 30 x 30 5 x 10 50 4,300 x 11 110 220 10 7.5 75 x 5,100 5 7.5 37.5 x 75 5 5 25 x 525 10 x 13 130 130 10 x 10 100 8,800 9 10 90 x 90 8 10 80 x 160 5 8 40 x 120 361 EQ ELEV ELEV EQ ELEV ELEV 10 x 22 220 220 10 x 30 300 300 10 x 14 140 140 10 x 15 150 5,700 10 x 20 200 800 10 x 18 180 360 10 x 19 190 380 10 x 20 200 13,600 10 x 22 220 220 10 x 25 250 5,250 10 x 30 300 8,100 13 x 30 390 1,950 10 x 25 250 5,250 13,400 8,100 9,420 1,920 40,783 40,783 16,800 7.5 10 75 x 2,400 7.5 10 75 x 2,400 10 x 5 50 850 20 x 40 800 1,600 20 50 1,000 x 10,000 10 30 300 x 26 7,800 12 14 x 30 420 420 15 x 30 450 16,200 15 x 40 600 1,200 20 x 30 600 1,800 20 x 40 800 1,600 20 x 50 1,000 16,000 GROSS BUILDING AREA 20 x 45 900 2,700 20 x 45 900 1,800 20 30 600 x 1,200 FLOOR PLANS 2 WESTBROOK SELF STORAGE & R.V. 3.4.2022 ROSEVILLE, CA V LA G OR L IPU SCALE : 1" = 40'-0" PC EXHIBIT D LOBBY RECEPTION CONFERENCE ROOM BREAKROOM UNISEX UNISEX ENTRY 2 CAR GARAGE ENTRY LIVING ROOM DINING KITCHEN BEDROOM MASTER BEDROOM MASTER VANITY MASTER BATH BATH HALL BLDG. 'A' BLDG. 'A' BLDG. 'A' 1/4:12 WESTBROOK SELF STORAGE & R.V. OFFICE / APARTMENT PLANS 3.4.2022 3 ROSEVILLE, CA V LA G OR L IPU SCALE : 1/8" = 1'-0" NOTE: APARTMENT SHOWN AS FUTURE PHASE, PENDING APPROVAL OF SPECIFIC PLAN AMENDMENT ALLOWING USE AT A FUTURE DATE. PC EXHIBIT D
OFFICE 'F' BUILDING 'E'
TWO STORY 'C' 'D' 'B'
'A'
1/2:12
1/2:12
1/2:12
1/2:12
1/2:12
1/2:12
1/2:12
1/2:12
1/2:12
1/2:12
1/2:12
1/2:12
1/2:12
1/2:12
1/2:12 WESTBROOK SELF STORAGE & R.V. ROOF PLANS 3.4.2022 5 ROSEVILLE, CA V LA G OR L IPU SCALE : 1" = 40'-0" PC EXHIBIT E
OH OH OH OH OH OH OH OH OH OH OH OH OH OH GAS GAS GAS GAS GAS GAS GAS GAS GAS GAS GAS GAS GAS GAS GAS GAS
GAS
GAS GAS GAS GAS GAS
JT
JT
JT
JT
JT
JT
JT JT
JT
JT
JT
JT
JT
JT JT JT
JT
JT
JT
JT
JT
JT
JT JT
JT
JT
JT
JT
JT
JT JT JT
JT
JT
JT
JT
JT
JT JT JT
JT
JT
JT
JT
JT
JT JT JT
JT
JT
JT
JT
JT
JT JT
NO PARKING
NO
PARKING
NO
PARKING
NO
PARKING
NO
PARKING
NO
PARKING NO PARKING
ELECTRIC VEHICLE ONLY
PARKING NO
NO PARKING NO PARKING
BUILDING F
BUILDING A
BUILDING C
BUILDING B
BUILDING E
BUILDING D
BUILDING G
(PHASE 2)
OFFICE
WESTBROOK BLVD
CASTLE ROCK WAY
PARCEL 3
OPEN SPACE PRESERVE
T
(TWO STORY)
before you dig. Call below. Know what's CONCEPTUAL IMPROVEMENT PLANS FOR 2300 WESTBROOK BLVD, ROSEVILLE, CA 95747 PRELIMINARY - NOT FOR CONSTRUCTION SITE LAYOUT C1
VICINITY MAP
LEGEND
UTILITY AND AGENCY INDEX
PROJECT CONTACT INFORMATION
FIRE ACCESS ROUTE DETAIL
CONCEPTUAL IMPROVEMENT PLANS
CITY OF ROSEVILLE
SITE INFORMATION
WESTBROOK STORAGE
BENCHMARK:
PC EXHIBIT F
NO PARKING
NO
PARKING NO
PARKING
NO
PARKING
NO
PARKING
NO
PARKING NO PARKING ELECTRIC VEHICLE ONLY PARKING NO NO PARKING NO PARKING OH OH OH OH OH OH OH OH OH OH OH OH OH OH OH GAS GAS GAS GAS GAS GAS GAS GAS GAS GAS GAS GAS GAS GAS GAS GAS GAS GAS GAS GAS GAS GAS JT JT JT JT JT
JT
JT JT JT
JT
JT
JT
JT
JT JT JT JT JT JT JT JT JT JT JT JT JT JT JT JT JT JT JT JT JT JT JT JT JT JT JT JT JT JT JT JT JT JT JT JT JT JT JT JT JT JT
BUILDING F
BUILDING A
BUILDING C
BUILDING B
BUILDING D
OFFICE
WESTBROOK BLVD
PARCEL 3
CASTLE ROCK WAY
BUILDING E
(PHASE 2)
BUILDING G
BIORETENTION BASIN
BFE = 90.6
CURRY CREEK 100-YR
BIORETENTION
BASIN
(TWO STORY) T before you dig. Call below. Know what's CONCEPTUAL IMPROVEMENT PLANS FOR PRELIMINARY - NOT FOR CONSTRUCTION PRELIMINARY GRADING PLAN C2 2300 WESTBROOK BLVD, ROSEVILLE, CA 95747
PC EXHIBIT F
before you dig. Call below. Know what's CONCEPTUAL IMPROVEMENT PLANS FOR PRELIMINARY - NOT FOR CONSTRUCTION TYPICAL SECTIONS C4 2300 WESTBROOK BLVD, ROSEVILLE, CA 95747
PC EXHIBIT F
T OH OH OH OH OH OH OH OH OH OH OH OH OH OH OH GAS GAS GAS GAS GAS GAS GAS GAS GAS GAS GAS GAS GAS GAS GAS GAS GAS GAS GAS GAS GAS GAS JT JT JT JT JT JT JT JT JT JT
JT
JT
JT
JT JT JT JT JT JT JT JT JT JT JT JT JT JT JT JT JT JT JT JT JT JT JT JT JT JT JT JT JT JT JT JT JT JT JT JT JT JT JT JT JT JT
BUILDING F
BUILDING A
BUILDING C
BUILDING B
BUILDING E
BUILDING D
BUILDING G
(PHASE 2)
OFFICE
PARCEL 3
WESTBROOK BLVD
CASTLE ROCK WAY WESTBR
JT JT JT JT JT JT JT JT JT JT
BROOKSTONE DRWESTBROOK BLVD
before you dig. Call below. Know what's CONCEPTUAL IMPROVEMENT PLANS FOR PRELIMINARY - NOT FOR CONSTRUCTION PRELIMINARY UTILITY PLAN C3 2300 WESTBROOK BLVD, ROSEVILLE, CA 95747 GENERAL UTILITY NOTES:
PC EXHIBIT G
PRECISION CMU WITH ELASTOMERIC PAINT FINISH: SW # 6087 'TRUSTY TAN' SPLIT FACE CMU WITH ELASTOMERIC PAINT FINISH: SW # 6088 'NUT HATCH' MBCI VERTICALLY CORRUGATED METAL PANEL: SIGNATURE 200 'LIGHT STONE' STUCCO W/ ELASTOMERIC PAINT FINISH: SW # 6085 'SIMPLIFY BEIGE' METAL CAP FLASHING WITH PAINT FINISH: SW # 6866 'HEART THROB' METAL AWNING WITH PAINT FINISH: SW # 6866 'HEART THROB' TUBULAR STEEL FENCE WITH PAINT FINISH: SW # 6160 'BEST BRONZE' SPANDREL GLASS: PPG 'SOLAR BRONZE' 12345678 METAL VINE TRELLIS: ANODIZED ALUMINUM ' 9 WESTBROOK SELF STORAGE & R.V. PERIMETER PRIMARY ELEVATIONS 4.4.2022 6 ROSEVILLE, CA IVINS, UT 84738 [email protected] 4.27.2022 SCALE : 1" = 10'-0" SCALE : 1" = 20'-0" SCALE : 1" = 20'-0" SCALE : 1" = 10'-0" SCALE : 1" = 10'-0" SEE SHEET 6, 7 & 8 FOR NOTES AND DIMENSIONS PC EXHIBIT H
WESTBROOK SELF STORAGE & R.V. 'A' & 'B' ELEVATIONS 3.4.2022 7 ROSEVILLE, CA V A L G R O L I U P SCALE : 1" = 10'-0" SMOOTH METAL CAP BAND STUCCO WITH METAL JOINTS SPLIT FACE CMU WALL WITH ELASTOMERIC PAINT FINISH PRECISION CMU WALL WITH ELASTOMERIC PAINT FINISH VERTICAL CORRUGATED METAL SIDING ELEVATION KEYNOTES 1. 3. 5. 6. 4. 2. METAL AWNING 7. 8. METAL ROLL-UP DOOR SPANDREL GLASS 9. PRECISION CMU PILASTER WITH ELASTOMERIC PAINT FINISH 10. METAL DOOR TRANSOM 11. METAL GUTTER 12. PARAPET BEYOND 13. GALVALUME METAL ROOF 14. FIRE HYDRANT LOCATION
PC EXHIBIT I
WESTBROOK SELF STORAGE & R.V. 'C', 'D' AND 'F' ELEVATIONS 4.4.2022 8 ROSEVILLE, CA V A L G R O L I U P 4.27.2022 SCALE : 1" = 10'-0" SMOOTH METAL CAP BAND STUCCO WITH METAL JOINTS SPLIT FACE CMU WALL WITH ELASTOMERIC PAINT FINISH PRECISION CMU WALL WITH ELASTOMERIC PAINT FINISH VERTICAL CORRUGATED METAL SIDING ELEVATION KEYNOTES 1. 3. 5. 6. 4. 2. METAL AWNING 7. 8. METAL ROLL-UP DOOR SPANDREL GLASS 9. PRECISION CMU PILASTER WITH ELASTOMERIC PAINT FINISH 10. METAL DOOR TRANSOM 11. METAL GUTTER 12. PARAPET BEYOND 13. GALVALUME METAL ROOF 14. METAL VINE TRELLIS WESTBROOK SELF STORAGE & R.V. 'E' ELEVATIONS 4.4.2022 9 ROSEVILLE, CA V A L G R O L I U P 4.27.2022 SCALE : 1" = 10'-0" METAL ROLL-UP DOOR METAL TRANSOM OVER DOOR METAL HALLWAY SWING DOOR CMU WALL WITH ELASTOMERIC PAINT FINISH CMU DOOR PILASTER WITH ELASTOMERIC PAINT FINISH ELEVATION KEYNOTES 1. 3. 5. 6. 4. 2. METAL GUTTER 7. 8. TOP OF PARAPET BEYOND STANDING SEAM METAL ROOF (TYP.) T
SHEET NO. L-1 PLANTING PLAN PROJECT MANAGER: 1" = 20' - 0" APR. 28, 2022 Scale: DATE: REVISION: S.V.
ARCHITECTS STAMP:
(530) 231.5890
PROJECT SITE:
PROJECT:
1219 Spruce Lane
Davis, CA
Water Management
Land Planning
Landscape Architecture
Great Valley Design, Inc.
WESTBROOK BLVD X CASTLEROCK
ROSEVILLE CA, 95747
WESTBROOK SELF STORAGE 0 20 40 60 OWNER: WESTPARK COMMUNITIES reclaimed water line, no tree planting 3 ft. on-center ARCHITECTS STAMP WESTBROOK BLVD. BLDG. F BLDG. F BLDG. A OFFICE
MATCHLINE: SEE BELOW RIGHT MATCHLINE: SEE SHEET L-2 TREES CODE BOTANICAL / COMMON NAME SIZE QTY CAL ANU Callistemon viminalis 'Slim' / Columnar Bottlebrush 15 gal. 20 HET DAV Heteromeles arbutifolia 'Davis Gold' / Davis Gold Toyon 15 gal. 8 LAG M27 Lagerstroemia indica x fauriei 'Muskogee' / Muskogee Crape Myrtle 15 gal. 35 LAU NAT Laurus nobilis / Sweet Bay Multi-trunk 15 gal. 27 QUE VIR Quercus virginiana / Southern Live Oak 15 gal. 15 ULM PRO Ulmus wilsoniana 'Prospector' / Prospector Elm 15 gal. 19 SHRUBS CODE BOTANICAL / COMMON NAME SIZE QTY CAL LJN Callistemon viminalis 'Little John' / Little John Weeping Bottlebrush 1 gal. 67 FEI VEU Feijoa sellowiana / Pineapple Guava 5 gal. 7 GRE NOE Grevillea x 'Noellii' / Noel Grevillea 1 gal. 41 MAH COM Mahonia aquifolium 'Compacta' / Compact Oregon Grape 1 gal. 82 RHA EVE Rhamnus californica 'Eve Case' / California Coffeeberry 5 gal. 34 RHA JAC Rhaphiolepis indica 'Jack Evans' / Jack Evans Indian Hawthorn 1 gal. 35 SAL MGZ Salvia microphylla x greggii 'Heatwave Breeze' TM / Heatwave Breeze Sage 1 gal. 34 SPI GO4 Spiraea x bumalda 'Goldflame' / Goldflame Spirea 1 gal. 59 XYL CON Xylosma congestum / Shiny Xylosma 5 gal. 94 GRASSES CODE BOTANICAL / COMMON NAME SIZE QTY CAL KAR Calamagrostis x acutiflora 'Karl Foerster' / Karl Foerster Feather Reed Grass 1 gal. 113 MIS SIN Miscanthus sinensis 'Adagio' / Adagio Eulalia Grass 5 gal. 48 VINE/ESPALIER CODE BOTANICAL / COMMON NAME SIZE QTY CLY CAL Clytostoma callistegioides / Violet Trumpet Vine 5 gal. 28 GROUND COVERS CODE BOTANICAL / COMMON NAME SIZE SPACING QTY HEL SEM Helictotrichon sempervirens / Blue Oat Grass 1 gal. 36" o.c. 42 MYO PUT Myoporum Putah Creek / Creeping Laurel 1 gal. 36" o.c. 451 ROS F43 Rosa x 'Noare' TM / Flower Carpet Red Groundcover Rose 1 gal. 36" o.c. 240 TRA ST2 Trachelospermum jasminoides 'Star' / Star Jasmine 1 gal. 48" o.c. 117 BIO-BASIN PLANTING CODE BOTANICAL / COMMON NAME SIZE SPACING QTY CAR PRA Carex praegracilis / Slender Sedge d-pot / plug 18" o.c. 2,178 LEY TRI Leymus triticoides / Creeping wild rye d-pot / plug 24" o.c. 2,619 PLANT SCHEDULE no groundcover planting within 3 ft. of back of walk. no groundcover planting within 3 ft. of back of walk. 12" wide trench drain at p.l., no planting directly over drainline 12" wide trench drain at p.l., no planting directly over drainline no planting within 4 ft. of transformers or vaults. align last street tree northbound at transition from conc. to asphalt walk.
MATCHLINE: SEE ABOVE LEFT
PC EXHIBIT J
SHEET NO. L-2 PLANTING PLAN PROJECT MANAGER: 1" = 20' - 0" APR. 28, 2022 Scale: DATE: REVISION: S.V.
ARCHITECTS STAMP:
(530) 231.5890
PROJECT SITE:
PROJECT:
1219 Spruce Lane
Davis, CA
Water Management
Land Planning
Landscape Architecture
Great Valley Design, Inc.
WESTBROOK BLVD X CASTLEROCK
ROSEVILLE CA, 95747
WESTBROOK SELF STORAGE 0 20 40 60 OWNER: WESTPARK COMMUNITIES NOT TO SCALE A VEGETATED SWALE SECTION CONC. PRECAST DROP INLET AND COBBLE COLLAR PER CIVIL ENG. ARCHITECTS STAMP WESTBROOK BLVD. A A BLDG. B BLDG. C BLDG. C BLDG. D MATCHLINE: SEE BELOW RIGHT MATCHLINE: SEE SHEET L-1 A.R.V, METERS, RISERS, no tree planting 5 ft. MIN. woven 3 oz. weed cloth and 3" depth wood chip mulch only, 600 s.f., see civil eng. for lighting plan. no groundcover planting within 3 ft. of back of walk. TREES CODE BOTANICAL / COMMON NAME SIZE QTY CAL ANU Callistemon viminalis 'Slim' / Columnar Bottlebrush 15 gal. 20 HET DAV Heteromeles arbutifolia 'Davis Gold' / Davis Gold Toyon 15 gal. 8 LAG M27 Lagerstroemia indica x fauriei 'Muskogee' / Muskogee Crape Myrtle 15 gal. 35 LAU NAT Laurus nobilis / Sweet Bay Multi-trunk 15 gal. 27 QUE VIR Quercus virginiana / Southern Live Oak 15 gal. 15 ULM PRO Ulmus wilsoniana 'Prospector' / Prospector Elm 15 gal. 19 SHRUBS CODE BOTANICAL / COMMON NAME SIZE QTY CAL LJN Callistemon viminalis 'Little John' / Little John Weeping Bottlebrush 1 gal. 67 FEI VEU Feijoa sellowiana / Pineapple Guava 5 gal. 7 GRE NOE Grevillea x 'Noellii' / Noel Grevillea 1 gal. 41 MAH COM Mahonia aquifolium 'Compacta' / Compact Oregon Grape 1 gal. 82 RHA EVE Rhamnus californica 'Eve Case' / California Coffeeberry 5 gal. 34 RHA JAC Rhaphiolepis indica 'Jack Evans' / Jack Evans Indian Hawthorn 1 gal. 35 SAL MGZ Salvia microphylla x greggii 'Heatwave Breeze' TM / Heatwave Breeze Sage 1 gal. 34 SPI GO4 Spiraea x bumalda 'Goldflame' / Goldflame Spirea 1 gal. 59 XYL CON Xylosma congestum / Shiny Xylosma 5 gal. 94 GRASSES CODE BOTANICAL / COMMON NAME SIZE QTY CAL KAR Calamagrostis x acutiflora 'Karl Foerster' / Karl Foerster Feather Reed Grass 1 gal. 113 MIS SIN Miscanthus sinensis 'Adagio' / Adagio Eulalia Grass 5 gal. 48 VINE/ESPALIER CODE BOTANICAL / COMMON NAME SIZE QTY CLY CAL Clytostoma callistegioides / Violet Trumpet Vine 5 gal. 28 GROUND COVERS CODE BOTANICAL / COMMON NAME SIZE SPACING QTY HEL SEM Helictotrichon sempervirens / Blue Oat Grass 1 gal. 36" o.c. 42 MYO PUT Myoporum Putah Creek / Creeping Laurel 1 gal. 36" o.c. 451ROS F43 Rosa x 'Noare' TM / Flower Carpet Red Groundcover Rose 1 gal. 36" o.c. 240TRA ST2 Trachelospermum jasminoides 'Star' / Star Jasmine 1 gal. 48" o.c. 117 BIO-BASIN PLANTING CODE BOTANICAL / COMMON NAME SIZE SPACING QTY CAR PRA Carex praegracilis / Slender Sedge d-pot / plug 18" o.c. 2,178LEY TRI Leymus triticoides / Creeping wild rye d-pot / plug 24" o.c. 2,619 PLANT SCHEDULE no planting within 4 ft. of transformers or vaults.
MATCHLINE: SEE ABOVE LEFT
PC EXHIBIT J
PC EXHIBIT J
SHEET NO. L-4 IRRIGATION PLAN
PROJECT MANAGER:
1" = 20' - 0"
APR. 28, 2022 Scale: DATE:
REVISION:
S.V.
ARCHITECTS STAMP:
(530) 231.5890
PROJECT SITE:
PROJECT:
1219 Spruce Lane
Davis, CA
Water Management
Land Planning
Landscape Architecture
Great Valley Design, Inc.
WESTBROOK BLVD X CASTLEROCK
ROSEVILLE CA, 95747
WESTBROOK SELF STORAGE 0 20 40 60 OWNER: WESTPARK COMMUNITIES ARCHITECTS STAMP WESTBROOK BLVD. BLDG. B BLDG. C BLDG. C BLDG. D
MATCHLINE: SEE
BELOW RIGHT MATCHLINE: SEE SHEET L-3 (1) BUBBLER RISER AT EACH VINE. (2) 4" PVC SLEEVES AT ALL PAVING, DRIVEWAYS AND WALKS woven 3 oz. weed cloth and 3" depth wood chip mulch only, 600 s.f., see civil eng. for lighting plan.
MATCHLINE: SEE
ABOVE LEFT
THE MAXIMUM APPLIED WATER ALLOWANCE (MAWA) IN GALLONS PER YEAR IS BASED ON THE FOLLOWING FORMULA: MAWA = ETo x ETF x LA x 0.62 (ETF FOR COMMERCIAL IS .55)THE ESTIMATED WATER USE (EWU) IS THE SUM TOTAL OF ESTIMATED WATER USE FOR EACH HYDROZONE IN GALLONS PER YEAR AND IS BASED ON THE FOLLOWING FORMULA: EWU = ETo x PF x HA x 0.62 MAWA = 52.2" x 0.55 x 45,505 x 0.62 = 809,998 gallons/year High EWU = 52.2" x .85 x 0,000 x 0.62 = 00,000 gallons/year Mod. EWU = 52.2" x 0.65 x 11,375 x 0.62 = 258,967 gallons/year Low EWU = 52.2" x 0.35 x 34,130 x 0.62 = 386,604 gallons/year = ANNUAL EVAPOTRANSPIRATION 52.2" (CIMIS REFERENCE, LINCOLN CA)= TOTAL LANDSCAPE AREA (32,125 SQ. FT.)= HYDROZONE PLANT AREA (% OF HI, MED., LOW AT PLANTING)= PLANT FACTOR (0.65 FOR MED. SHRUBS AND TREES, .35 FOR LOW SHRUBS AND
TREES, GRASSES)
= 0.8 (EVAPOTRANSPIRATION FACTOR)= CONVERSION FACTOR (TO GALLONS) ETo LAHAPFETF 0.62 WESTBROOK S.S. WATER USE EWU = 645,571 gallons/year (2) 4" PVC SLEEVES AT ALL PAVING, DRIVEWAYS AND WALKS T-6 14.0 GPM 1.0" T-7 8 GPM 1.0" D-7 16.3 GPM 1.0" D-7 D-9 D-9 D-9 14.0 GPM 1.0" D-8 D-8 14.0 GPM 1.0" D-8 D-10 D-12 14.0 GPM D-10 14 GPM 1.0" 1.0" D-11 D-11 D-11 D-11 14.0 GPM 1.0" T-9 8.0 GPM 1.0" D-12 D-12 D-13 D-13 T-8 8 GPM 1.0" D-9 T-11 11.0 GPM 1.0" S-5 14 GPM 1.0" D-13 14.0 GPM 1.0" S-6 14 GPM 1.0" S-5 S-6 S-7 12 GPM 1.0" S-7 S-7 S-7 S-8 S-8 S-8 S-8 10.5 GPM 1.0" S-9 D-14 14.0 GPM 1.0" D-14 D-14 T-12 6.0 GPM 1.0" PC EXHIBIT J D G.C. LAYOUT N.T.S. A N.T.S. B SHRUB PLANTING N.T.S. C TREE PLANTING
TWICE ROOTBALL
4"
ROOTBALL DIA. 45 LANDSCAPE ARCHITECT. 1. SCARIFY SIDES OF PLANTING PIT. 2. PRE-WATER PLANTING PIT 24 HR. PRIOR TO PLANTING. IF PIT DOES NOT DRAIN IN 24 HR., NOTIFY NOTE: 1 3 2 FINISH GRADE 3" WOOD CHIP MULCH SET CROWN 1" ABOVE UNDISTURBED SOIL SET ROOTBALL ON AMENDED BACKFILL PER SHEET L-8 3 FINISHED GRADE 5421 TWICE ROOTBALL DIA. 6"12" FIRST MAIN BRANCH
2/3 4"1/3 AD-MIX 80 GRAMS GRANULAR,
SLOW RELEASE FERTILIZER AND
PREPARED BACKFILL, 50%
FINISH GRADE
3" DEEP LAYER OF
TREE ROOTBALL. SET AND ATTACH TO STAKE STAKE-SET OPPOSITE TO 2" DIA. LODGEPOLE PINE RUBBER TWIST TIES, KNOT TREE 2345 678 1 1 23 4 5 6 7 8
SECTION PLAN LODGEPOLE STAKE RUBBER TWIST TIES WRAPPED IN A FIGURE "8" AROUND TRUNK WOOD CHIP MULCH 3" DEEP LAYER OF WOOD CHIP MULCH PREVAILING WIND. REMOVE TOP OF ROOTBALL 1" ABOVE FINISH GRADE. 9 18" PLANT TABS INTO BACKFILL PER SOIL 9 UNDISTURBED NATIVE SOIL AMENDMENT, 50% NATIVE SOIL 18" ANALYSIS, TOP-DRESS WITH MULCH PER PLANTING NOTES L-8. WHEN TREE IS SELF-STABLE NOTES: Note 1: Contact Biobarrier at 1-800-541-5519 for information on active ingredients and warranty. Note 2: Install & Cover Biobarrier as soon as possible (within 12 hours) after opening. High temperatures and direct sunlight can reduce effective product life. Note 3: Dig trenches a minimum of 4 in. wide for Biobarrier root control fabric. Trenches must be a minimum length of 8 ft., centered on the root ball and adjacent to protection area. Note 4: Install Biobarrier root control fabric on the side of the trench opposite the root source. Note 5: Install Biobarrier root control fabric with Nodules facing toward root source. 24" depth Biobarrier root control fabric per Notes 4 & 5 Future Plant Root Structure Existing Soil
BIOBARRIER AT TREE PLANTING
NOT TO SCALE 8'-0" Masonry wall, pilaster or conc. divider E SOIL AMENDMENT: SECTION N.T.S.
1" A A = TRIANGULAR SPACING 24" 21" 36" 31" 18" 12" 6" 5 1/2" 16" 10 1/2" B= ROW SPACING C 18" 24" B 12" 4"10" C=PERIMETER SET-BACK A C 1/2 SHEET NO. L-5 PLANTING DETAILS
PROJECT MANAGER:
PER DETAIL Scale: DATE:
APR. 28, 2022
REVISION:
S.V.
ARCHITECTS STAMP:
(530) 231.5890
PROJECT SITE:
PROJECT:
1219 Spruce Lane
Davis, CA
Water Management
Land Planning
Landscape Architecture
Great Valley Design, Inc.
WESTBROOK BLVD X CASTLEROCK
ROSEVILLE CA, 95747
WESTBROOK SELF STORAGE
OWNER:
WESTPARK COMMUNITIES
ARCHITECTS STAMP F VINE PLANTING N.T.S. PC EXHIBIT J
E BACKFLOW AND PROTECTION CAGE NOT TO SCALE F FLOW SENSOR ASSEMBLY NIOT TO SCALE
MAIN LINE TRENCH AND SLEEVE
NOT TO SCALE BH CST BRASS "TEE-MOUNT" NOT TO SCALE I LINE SIZE MANUAL SHUT-OFF VALVE NOT TO SCALE D VALVE PLACEMENT NOT TO SCALE IRRIGATION TRENCHING NOT TO SCALE AG MASTER SHUT-OFF VALVE NOT TO SCALE IRRIGATION SLEEVE: STREET SECTION NOT TO SCALE C SHEET NO. L-6 IRRIGATION DETAILS PROJECT MANAGER: PER DETAIL Scale: DATE: APR. 28 2022 REVISION: S.V. ARCHITECTS STAMP:
(530) 231.5890
PROJECT SITE:
PROJECT:
1219 Spruce Lane
Davis, CA
Water Management
Land Planning
Landscape Architecture
Great Valley Design, Inc.
WESTBROOK BLVD X CASTLEROCK
ROSEVILLE CA, 95747
WESTBROOK SELF STORAGE
OWNER:
WESTPARK COMMUNITIES
ARCHITECTS STAMP
PC EXHIBIT J
SHEET NO.
L-8
LANDSCAPE NOTES
PROJECT MANAGER:
NO SCALE Scale: DATE:
APR. 28 2022
REVISION:
S.V.
ARCHITECTS STAMP:
(530) 231.5890
PROJECT SITE:
PROJECT:
1219 Spruce Lane
Davis, CA
Water Management
Land Planning
Landscape Architecture
Great Valley Design, Inc.
WESTBROOK BLVD X CASTLEROCK
ROSEVILLE CA, 95747
WESTBROOK SELF STORAGE
OWNER:
WESTPARK COMMUNITIES
ARCHITECTS STAMP
L-7
PC EXHIBIT J
(916) 774-5276 • (916) 774-5129 Fax • (916) 774-5220 TDD • [email protected] • www.roseville.ca.us/planning May 13, 2022
Ron Smith
Sundance Development Group
5701 Lonetree Blvd.
Rocklin, CA 95765
[email protected]
Ryan O’Keefe
West Roseville LLC
1420 Rocky Ridge Drive, Suite 265
Roseville, CA 95661
[email protected]
SUBJECT: WRSP PCL W-60B – Westbrook Storage
File # PL22-0019
Citywide Job # 190841
On MAY 12, 2022, the Planning Commission ADOPTED the WESTBROOK STORAGE INITIAL STUDY/NEGATIVE DECLARATION; RECOMMENDED APPROVAL of a request for SPECIFIC PLAN AMENDMENT; and APPROVED the request for a DESIGN REVIEW PERMIT to allow the construction of a 202,601 square feet storage facility and 173 RV spaces and an ADMINISTRATIVE PERMIT to allow an on-site caretaker’s unit located at 2300 WESTBROOK BL.
ADVISORY ACTION
The Planning Commission action on the SPECIFIC PLAN AMENDMENT is a recommendation and does not grant the applicant any entitlements. These items require action by the City Council.
The City Council will consider these items at a later date.
EXPIRATION DATE
You have two (2) years from the date of the Planning Commission’s approval in which to effectuate the permit, or else the DESIGN REIVEW PERMIT and ADMINISTRATIVE PERMIT approval becomes null and void.
The expiration date of this request is MAY 12, 2024.
Development Services Department
Planning Division
311 Vernon Street
Roseville, California 95678-2649
CC ATTACHMENT 2
Development Services – Planning Division
Planning Commission - Notice to Applicant
WRSP PCL W-60B – Westbrook Storage – 2300 Westbrook BL
File # PL22-0019; Project Type: DRP & AP
Meeting Date: 5/12/22