CITY OF ROSEVILLE
SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET AND ACTUAL
TRENCH CUT RECOVERY FUND
YEAR ENDED JUNE 30, 2022
Variance with
Final Budget
Budget Amounts Actual Positive
Original Final Amounts (Negative)
Revenues:
Charges for services 500$ 500$ -$ (500)$ Use of money and property 1,841 1,841 (9,020) (10,861) Total Revenues 2,341 2,341 (9,020) (11,361) Expenditures:
Current:
Operating services and supplies
General government - - 4 (4) Total Expenditures - - 4 (4) Excess (Deficiency ) of Revenues
Over (Under) Expenditures 2,341 2,341 (9,024) (11,365) Net Change in Fund Balance 2,341$ 2,341$ (9,024) (11,365)$ Fund Balance, July 1 161,577
Fund Balance, June 30 152,553$
148
CITY OF ROSEVILLE
SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET AND ACTUAL
TECHNOLOGY REPLACEMENT
YEAR ENDED JUNE 30, 2022
Variance with
Final Budget
Budget Amounts Actual Positive
Original Final Amounts (Negative)
Revenues:
Charges for services 600,000$ 600,000$ 923,986$ 323,986$ Use of money and property 21,576 21,576 (160,138) (181,714) Total Revenues 621,576 621,576 763,848 142,272 Expenditures:
Current:
Operating services and supplies
Development services 608,730 675,990 248,703 427,287 Total Expenditures 608,730 675,990 248,703 427,287 Excess (Deficiency) of Revenues
Over (Under) Expenditures 12,846 (54,414) 515,145 569,559 Net Change in Fund Balance 12,846$ (54,414)$ 515,145 569,559$ Fund Balance, July 1 2,228,091
Fund Balance, June 30 2,743,236$
149
CITY OF ROSEVILLE
SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET AND ACTUAL
OPEN SPACE
YEAR ENDED JUNE 30, 2022
Variance with
Final Budget
Budget Amounts Actual Positive
Original Final Amounts (Negative)
Revenues:
Use of money and property 9,293$ 9,293$ (49,644)$ (58,937)$ Miscellaneous revenues 10,198 10,198 30,198 20,000 Total Revenues 19,491 19,491 (19,446) (38,937) Expenditures:
Current:
Operating services and supplies
Parks and recreation 772,698 814,770 667,314 147,456 Total Expenditures 772,698 814,770 667,314 147,456 Excess (Deficiency) of Revenues
Over (Under) Expenditures (753,207) (795,279) (686,760) 108,519 Other Financing Sources (Uses):
Transfers in 610,324 660,006 660,006 - Total Other Financing Sources (Uses) 610,324 660,006 660,006 - Net Change in Fund Balance (142,883)$ (135,273)$ (26,754) 108,519$ Fund Balance, July 1 917,650
Fund Balance, June 30 890,896$
150
CITY OF ROSEVILLE
SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET AND ACTUAL
TREE PROPAGATION
YEAR ENDED JUNE 30, 2022
Variance with
Final Budget
Budget Amounts Actual Positive
Original Final Amounts (Negative)
Revenues:
Charges for services 50,000$ 50,000$ 6,572$ (43,428)$ Use of money and property 25,681 25,681 (113,907) (139,588) Miscellaneous revenues - - 4,761 4,761 Total Revenues 75,681 75,681 (102,574) (178,255) Expenditures:
Current:
Operating services and supplies
Parks and recreation 341,149 341,149 68,871 272,278 Total Expenditures 341,149 341,149 68,871 272,278 Excess (Deficiency ) of Revenues
Over (Under) Expenditures (265,468) (265,468) (171,445) 94,023 Net Change in Fund Balance (265,468)$ (265,468)$ (171,445) 94,023$ Fund Balance, July 1 2,090,959
Fund Balance, June 30 1,919,514$
151
CITY OF ROSEVILLE
SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET AND ACTUAL GRANTS
YEAR ENDED JUNE 30, 2022
Variance with
Final Budget
Budget Amounts Actual Positive
Original Final Amounts (Negative)
Revenues:
Subventions and grants 1,551,721$ 6,813,875$ 3,722,888$ (3,090,987)$ Charges for services - - 332 332 Use of money and property 31,596 31,596 (366,168) (397,764) Revenue from others 15,000 15,000 38,400 23,400 Total Revenues 1,598,317 6,860,471 3,395,452 (3,465,019) Expenditures:
Current:
Operating services and supplies
General government 1,154,642 2,280,004 3,287,398 (1,007,394) Public safety 290,065 3,359,896 4,267,620 (907,724) Capital outlay 3,443,055 4,018,055 80,034 3,938,021 Total Expenditures 4,887,762 9,657,955 7,635,052 2,022,903 Excess (Deficiency ) of Revenues
Over (Under) Expenditures (3,289,445) (2,797,484) (4,239,600) (1,442,116) Other Financing Sources (Uses):
Transfers out (135,000) (135,000) (135,000) - Total Other Financing Sources (Uses) (135,000) (135,000) (135,000) - Net Change in Fund Balance (3,424,445)$ (2,932,484)$ (4,374,600) (1,442,116)$ Fund Balance, July 1 7,561,310
Fund Balance, June 30 3,186,710$
152
CITY OF ROSEVILLE
SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET AND ACTUAL
HOUSING AUTHORITY HOUSING CHOICE VOUCHER
YEAR ENDED JUNE 30, 2022
Variance with
Final Budget
Budget Amounts Actual Positive
Original Final Amounts (Negative)
Revenues:
Subventions and grants 6,419,833$ 7,207,323$ 8,253,898$ 1,046,575$ Use of money and property - - (3,123) (3,123) Total Revenues 6,419,833 7,207,323 8,250,775 1,043,452 Expenditures:
Current:
Operating services and supplies
Community development 855,980 1,175,674 1,296,931 (121,257) Development services 200 200 1,766 (1,566) Housing assistance payments 5,712,304 6,180,100 6,908,949 (728,849) Capital outlay 24,667 24,667 89,688 (65,021) Total Expenditures 6,593,151 7,380,641 8,297,334 (916,693) Excess (Deficiency ) of Revenues
Over (Under) Expenditures (173,318) (173,318) (46,559) 126,759 Net Change in Fund Balance (173,318)$ (173,318)$ (46,559) 126,759$ Fund Balance, July 1 760,324
Fund Balance, June 30 713,765$
153
CITY OF ROSEVILLE
SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET AND ACTUAL
AFFORDABLE HOUSING
YEAR ENDED JUNE 30, 2022
Variance with
Final Budget
Budget Amounts Actual Positive
Original Final Amounts (Negative)
Revenues:
Subventions and grants 240,000$ 240,000$ 2,483,703$ 2,243,703$ Charges for services - - 17,828 17,828 Use of money and property 81,211 81,211 (383,898) (465,109) Contributions from developers and others - - 703,600 703,600 Miscellaneous revenues 162,000 162,000 - (162,000) Total Revenues 483,211 483,211 2,821,233 2,338,022 Expenditures:
Current:
Operating services and supplies
Economic development 462,962 4,267,776 4,088,760 179,016 Total Expenditures 462,962 4,267,776 4,088,760 179,016 Excess (Deficiency ) of Revenues
Over (Under) Expenditures 20,249 (3,784,565) (1,267,527) 2,517,038 Net Change in Fund Balance 20,249$ (3,784,565)$ (1,267,527) 2,517,038$ Fund Balance, July 1 7,702,965
Fund Balance, June 30 6,435,438$
154
CITY OF ROSEVILLE
SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET AND ACTUAL
LOW/MOD INCOME HOUSING ASSET
YEAR ENDED JUNE 30, 2022
Variance with
Final Budget
Budget Amounts Actual Positive
Original Final Amounts (Negative)
Revenues:
Subventions and grants 43,671$ 43,671$ 274,158$ 230,487$ Charges for services 39,965 39,965 45,688 5,723 Use of money and property 20,346 20,346 (140,558) (160,904) Miscellaneous revenues - - 977,284 977,284 Total Revenues 103,982 103,982 1,156,572 1,052,590 Expenditures:
Current:
Operating services and supplies
General government - - 20,425 (20,425) Community development 571,553 1,171,553 907,642 263,911 Total Expenditures 571,553 1,171,553 928,067 243,486 Excess (Deficiency ) of Revenues
Over (Under) Expenditures (467,571) (1,067,571) 228,505 1,296,076 Other Financing Sources (Uses):
Transfers in 377,971 577,971 - (577,971) Total Other Financing Sources (Uses) 377,971 577,971 - (577,971) Net Change in Fund Balance (89,600)$ (489,600)$ 228,505 718,105$ Fund Balance, July 1 5,886,180
Fund Balance, June 30 6,114,685$
155
CITY OF ROSEVILLE
SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET AND ACTUAL
CABLE TV PEG
YEAR ENDED JUNE 30, 2022
Variance with
Final Budget
Budget Amounts Actual Positive
Original Final Amounts (Negative)
Revenues:
Charges for services 280,000$ 280,000$ 361,121$ 81,121$ Use of money and property 19,564 19,564 (119,945) (139,509) Total Revenues 299,564 299,564 241,176 (58,388) Expenditures:
Current:
Operating services and supplies
General government 163,540 165,217 47,364 117,853 Total Expenditures 163,540 165,217 47,364 117,853 Excess (Deficiency ) of Revenues
Over (Under) Expenditures 136,024 134,347 193,812 59,465 Net Change in Fund Balance 136,024$ 134,347$ 193,812 59,465$ Fund Balance, July 1 1,959,737
Fund Balance, June 30 2,153,549$
156
CITY OF ROSEVILLE
SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET AND ACTUAL
POLICE EVIDENCE
YEAR ENDED JUNE 30, 2022
Variance with
Final Budget
Budget Amounts Actual Positive
Original Final Amounts (Negative)
Revenues:
Use of money and property 3,600$ 3,600$ (18,448)$ (22,048)$ Miscellaneous revenues 60,000 60,000 21,349 (38,651) Total Revenues 63,600 63,600 2,901 (60,699) Expenditures:
Current:
Operating services and supplies
Police 23,000 23,000 28,476 (5,476) Total Expenditures 23,000 23,000 28,476 (5,476) Excess (Deficiency ) of Revenues
Over (Under) Expenditures 40,600 40,600 (25,575) (66,175) Net Change in Fund Balance 40,600$ 40,600$ (25,575) (66,175)$ Fund Balance, July 1 339,837
Fund Balance, June 30 314,262$
157
CITY OF ROSEVILLE
SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET AND ACTUAL GOLF
YEAR ENDED JUNE 30, 2022
Variance with
Final Budget
Budget Amounts Actual Positive
Original Final Amounts (Negative)
Revenues:
Charges for services 2,250,000$ 2,250,000$ 2,872,012$ 622,012$ Use of money and property 71,779 71,779 (56,552) (128,331) Miscellaneous revenues - - 7,000 7,000 Total Revenues 2,321,779 2,321,779 2,822,460 500,681 Expenditures:
Current:
Operating services and supplies
Parks and recreation 2,752,771 2,771,175 2,403,192 367,983 Debt service:
Interest and fiscal charges - - 27,145 (27,145) Total Expenditures 2,752,771 2,771,175 2,430,337 340,838 Excess (Deficiency ) of Revenues
Over (Under) Expenditures (430,992) (449,396) 392,123 841,519 Other Financing Sources (Uses):
Transfers in 786,918 786,918 786,918 - Transfers out (607,610) (607,610) (480,610) 127,000 Total Other Financing Sources (Uses) 179,308 179,308 306,308 127,000 Net Change in Fund Balance (251,684)$ (270,088)$ 698,431 968,519$ Fund Balance (Deficit), July 1 (3,161,119)
Fund Balance (Deficit), June 30 (2,462,688)$
158
CITY OF ROSEVILLE
SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET AND ACTUAL
ROSEVILLE AQUATICS COMPLEX MAINTENANCE
YEAR ENDED JUNE 30, 2022
Variance with
Final Budget
Budget Amounts Actual Positive
Original Final Amounts (Negative)
Revenues:
Use of money and property 5,811$ 5,811$ (61,015)$ (66,826)$ Total Revenues 5,811 5,811 (61,015) (66,826) Expenditures:
Current:
Operating services and supplies
Parks and recreation 90,000 90,000 180 89,820 Total Expenditures 90,000 90,000 180 89,820 Excess (Deficiency ) of Revenues
Over (Under) Expenditures (84,189) (84,189) (61,195) 22,994 Net Change in Fund Balance (84,189)$ (84,189)$ (61,195) 22,994$ Fund Balance, July 1 572,702
Fund Balance, June 30 511,507$
159
CITY OF ROSEVILLE
SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET AND ACTUAL
ROSEVILLE FINANCE AUTHORITY
YEAR ENDED JUNE 30, 2022
Variance with
Final Budget
Budget Amounts Actual Positive
Original Final Amounts (Negative)
Revenues:
Use of money and property -$ -$ (6,083)$ (6,083)$ Total Revenues - - (6,083) (6,083) Expenditures:
Debt service:
Principal retirement 1,655,948 1,655,948 1,655,948 - Interest and fiscal charges 712,989 712,989 722,860 (9,871) Total Expenditures 2,368,937 2,368,937 2,378,808 (9,871) Excess (Deficiency ) of Revenues
Over (Under) Expenditures (2,368,937) (2,368,937) (2,384,891) (15,954) Other Financing Sources (Uses):
Transfers in 2,516,228 2,516,228 2,378,848 (137,380) Total Other Financing Sources (Uses) 2,516,228 2,516,228 2,378,848 (137,380) Net Change in Fund Balance 147,291$ 147,291$ (6,043) (153,334)$ Fund Balance (Deficit), July 1 (51,470)
Fund Balance (Deficit), June 30 (57,513)$
160
CITY OF ROSEVILLE
SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET AND ACTUAL
CITIZEN BENEFIT
YEAR ENDED JUNE 30, 2022
Variance with
Final Budget
Budget Amounts Actual Positive
Original Final Amounts (Negative)
Revenues:
Use of money and property 242,000$ 242,000$ (1,547,878)$ (1,789,878)$ Miscellaneous revenues 2,100 2,100 1,691 (409) Total Revenues 244,100 244,100 (1,546,187) (1,790,287) Expenditures:
Current:
Development and operations 374,800 389,309 369,174 20,135 Total Expenditures 374,800 389,309 369,174 20,135 Excess (Deficiency ) of Revenues
Over (Under) Expenditures (130,700) (145,209) (1,915,361) (1,770,152) Net Change in Fund Balance (130,700)$ (145,209)$ (1,915,361) (1,770,152)$ Fund Balance, July 1 17,271,714
Fund Balance, June 30 15,356,353$
161
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162
NON-MAJOR ENTERPRISE FUNDS
Local Transportation Fund
This fund accounts for the activities associated with the opera tions and maintenance of the City’s public transit activities and has particular emphasis on serving the elderly and the handicapped.
School-Age Child Care Fund
The fund accounts for the receip t of parent fees and State gran ts used to finance child development programs.
163
CITY OF ROSEVILLE
COMBINING STATEMENT OF NET POSITION
NON-MAJOR ENTERPRISE FUNDS
JUNE 30, 2022
Totals
Assets:
Current:
Cash and investments 14,828,200$ 346,345$ 15,174,545$ Receivables 4,827,701 182,451 5,010,152 Total Current Assets 19,655,901 528,796 20,184,697 Noncurrent:
Capital assets not being depreciated 12,099,915 - 12,099,915 Capital assets - net of accumulated depreciation 28,825,441 2,441,772 31,267,213 Total Noncurrent Assets 40,925,356 2,441,772 43,367,128 Total Assets 60,581,257 2,970,568 63,551,825 Deferred Outflows of Resources:
Deferred outflows related to OPEB 232,000 741,000 973,000 Deferred outflows related to pensions 505,254 1,043,374 1,548,628 Total Deferred Outflows of Resources 737,254 1,784,374 2,521,628 Liabilities:
Current:
Accounts payable 634,498 151,293 785,791 Accrued liabilities 55,661 166,266 221,927 Unearned revenues 16,593,294 21,100 16,614,394 Due to other funds - 55,000 55,000 Accrued compensated absences 133,631 251,345 384,976 Child development reserves - 118 118 Total Current Liabilities 17,417,084 645,122 18,062,206 Noncurrent:
Advances from other funds - 835,000 835,000 Accrued compensated absences 141,837 6,467 148,304 Net OPEB liability 1,111,000 3,564,000 4,675,000 Net pension liability 2,508,366 5,179,899 7,688,265 Total Noncurrent Liabilities 3,761,203 9,585,366 13,346,569 Total Liabilities 21,178,287 10,230,488 31,408,775 Deferred Inflows of Resources:
Deferred inflows related to OPEB 749,000 2,398,000 3,147,000 Deferred inflows related to pensions 722,585 1,492,174 2,214,759 Total Deferred Inflows of Resources 1,471,585 3,890,174 5,361,759 Net Position:
Net investment in capital assets 40,925,356 2,441,772 43,367,128 Unrestricted (2,256,717) (11,807,492) (14,064,209) Total Net Position 38,668,639$ (9,365,720)$ 29,302,919$ School-Age
Child Care
Business-Type Activities - Enterprise Funds
Local
Transportation
164
CITY OF ROSEVILLE
COMBINING STATEMENT OF REVENUES, EXPENSES
AND CHANGES IN FUND NET POSITION
NON-MAJOR ENTERPRISE FUNDS
YEAR ENDED JUNE 30, 2022
Totals
Operating Revenues:
Sales and service charges 371,942$ 5,032,204$ 5,404,146$ Miscellaneous 188,591 307,926 496,517 Total Operating Revenues 560,533 5,340,130 5,900,663 Operating Expenses:
Administration and general 1,407,932 14,541 1,422,473 Operations 8,446,977 4,033,348 12,480,325 Depreciation and amortization 1,733,097 115,588 1,848,685 Total Operating Expenses 11,588,006 4,163,477 15,751,483 Operating Income (Loss) (11,027,473) 1,176,653 (9,850,820) Nonoperating Revenues (Expenses):
Subventions and grants 13,633,647 567,809 14,201,456 Interest revenue (loss) (903,784) (50,180) (953,964) Interest expense - (12,903) (12,903) Gain (loss) on disposal of capital assets (9,654) - (9,654) Total Nonoperating
Revenues (Expenses) 12,720,209 504,726 13,224,935 Income (Loss) Before Transfers 1,692,736 1,681,379 3,374,115 Capital contributions from developers
and governmental activities 51,206 - 51,206 Transfers in 98,040 3,500,000 3,598,040 Changes in Net Position 1,841,982 5,181,379 7,023,361 Net Position:
Beginning of Year 36,826,657 (14,547,099) 22,279,558 End of Fiscal Year 38,668,639$ (9,365,720)$ 29,302,919$ School-Age
Child Care
Business-Type Activities - Enterprise Funds
Local
Transportation
165
CITY OF ROSEVILLE
COMBINING STATEMENT OF CASH FLOWS
NON-MAJOR ENTERPRISE FUNDS
YEAR ENDED JUNE 30, 2022
Totals
Cash Flows from Operating Activities:
Cash received from customers and users 12,951,939$ 5,311,369$ 18,263,308$ Cash paid to suppliers for goods and services (7,478,610) (4,548,571) (12,027,181) Cash paid to employees for services (1,703,385) (1,969,296) (3,672,681) Net Cash Provided (Used) by Operating Activities 3,769,944 (1,206,498) 2,563,446 Cash Flows from Non-Capital
Financing Activities:
Cash transfers in 98,040 3,500,000 3,598,040 Increase/decrease in due to other funds - (2,397,396) (2,397,396) Increase/decrease in deposits (15) - (15) Subventions and grants 13,633,647 567,809 14,201,456 Net Cash Provided (Used) by
Non-Capital Financing Activities 13,731,672 1,670,413 15,402,085 Cash Flows from Capital
and Related Financing Activities:
Capital contributions 51,206 - 51,206 Acquisition and construction of capital assets (5,446,034) - (5,446,034) Interest paid on capital debt - (12,903) (12,903) Advance from other funds - (55,000) (55,000) Proceeds from sales of capital assets 7,679 - 7,679 Net Cash Provided (Used) by
Capital and Related Financing Activities (5,387,149) (67,903) (5,455,052) Cash Flows from Investing Activities:
Fair market adjustment (1,017,221) (27,925) (1,045,146) Interest received 113,437 (22,137) 91,300 Net Cash Provided (Used) by
Investing Activities (903,784) (50,062) (953,846) Net Increase (Decrease) in Cash
and Cash Equivalents 11,210,683 345,950 11,556,633 Cash and Cash Equivalents at Beginning of Year 3,617,517 395 3,617,912 Cash and Cash Equivalents at End of Year 14,828,200$ 346,345$ 15,174,545$ Reconciliation of Operating Income to Net Cash
Provided (Used) by Operating Activities:
Operating income (loss) (11,027,473)$ 1,176,653$ (9,850,820)$ Adjustments to Reconcile Operating Income (Loss)
Net Cash Provided (Used) by Operating Activities:
Depreciation and amortization 1,733,097 115,588 1,848,685 (Increase) decrease in receivables 2,577,645 37,712 2,615,357 Increase (decrease) in accounts payable (248,287) 78,544 (169,743) Increase (decrease) in accrued liabilities 12,567 24,211 36,778 Increase (decrease) in unearned revenue 9,813,761 (66,473) 9,747,288 Increase (decrease) in net pension liability (345,406) (3,753,675) (4,099,081) Increase (decrease) in OPEB liability 328,000 (701,000) (373,000) Increase (decrease) in deferred pension related items 648,939 1,799,924 2,448,863 Increase (decrease) in deferred OPEB related items 235,000 118,000 353,000 Increase (decrease) in compensated absences 42,101 (35,982) 6,119 Total Adjustments 14,797,417 (2,383,151) 12,414,266 Net Cash Provided (Used) by
Operating Activities 3,769,944$ (1,206,498)$ 2,563,446$ Non-Cash Investing, Capital, and Financing Activities:
Gain/(Loss) on disposition of capital assets (9,654)$ -$ (9,654)$ Capital contributions 51,206 - 51,206
School-Age
Child Care
Business-Type Activities - Enterprise Funds
Local
Transportation
166
INTERNAL SERVICE FUNDS
Internal Service Funds are used to finance and account for special activities and services performed by a designated department for other departments in the City on a cost reimbursement basis.
Financial reporting standards require that for the Statement of Activities, the net revenues or expenses of each internal service fund be eliminated by netting them against the operations of the other City departments which generated them. The remaining balance sheet items are con solidated with these same funds in the Statement of Net Position.
However, internal service funds are still presented separately in the Fund financial statements, including the funds below.
Fleet Fund. To account for the maintenance and replacement of vehicles used by City departments. Funds are received by means of a rental fee charged to the various departments.
Facilities Fund. To account for building maintenance and custodial services for City departments.
Information Technology Fund. To account for the City’s IT infrastructure and related support services.
General Equipment Replacement Fund. To account for the replacement of equipment for City departments.
Worker’s Compensation Fund. To account for the City’s self-insurance program for Workers’ Compensation benefits and for the administration of various preventative programs.
General Liability Fund. To account for the cost of claims and administrative costs of the City’s self-insured general liability program.
Unemployment Reserve Fund. To ac count for State and Federal man dated unemployment insurance benefits for employees.
General Benefits. To account for the City’s insurance programs for employee benefits. 167
CITY OF ROSEVILLE
COMBINING STATEMENT OF NET POSITION
INTERNAL SERVICE FUNDS
JUNE 30, 2022
Assets:
Current:
Cash and investments 33,831,960$ 6,091,813$ 6,769,309$ 4,626,736$ Receivables 2,590,812 142,282 5,256 3,922 Prepaid costs 2,581,243 - 39,075 - Due from other funds 758,778 - - - Inventories 1,325,527 414 - - Total Current Assets 41,088,320 6,234,509 6,813,640 4,630,658 Noncurrent:
Advances to other funds 4,559,177 - - - Capital assets not being depreciated 571,246 64,090 115,217 - Capital assets - net of accumulated depreciation 18,479,923 98,644,480 4,795,782 990,701 Total Noncurrent Assets 23,610,346 98,708,570 4,910,999 990,701 Total Assets 64,698,666 104,943,079 11,724,639 5,621,359 Deferred Outflows of Resources:
Deferred OPEB related items 416,000 314,000 381,000 - Deferred pension related items 646,006 508,690 1,861,170 - Total Deferred Outflows of Resources 1,062,006 822,690 2,242,170 - Liabilities:
Current:
Accounts payable 291,830 465,289 164,703 50,232 Accrued liabilities 97,198 45,914 102,389 - Accrued compensated absences 212,589 160,131 515,066 - Accrued claims and judgments - - - - Total Current Liabilities 601,617 671,334 782,158 50,232 Noncurrent:
Accrued compensated absences 143,011 101,186 333,839 - Accrued claims and judgments - - - - Net OPEB liability 2,000,000 1,507,000 1,833,000 - Net pension liability 3,207,137 2,525,421 9,239,901 - Total Noncurrent Liabilities 5,350,148 4,133,607 11,406,740 - Total Liabilities 5,951,765 4,804,941 12,188,898 50,232 Deferred Inflows of Resources:
Deferred OPEB related items 1,346,000 1,014,000 1,234,000 - Deferred pension related items 923,880 727,497 2,661,740 - Total Deferred Inflows of Resources 2,269,880 1,741,497 3,895,740 - Net Position:
Investment in capital assets 19,051,169 98,708,570 4,910,999 990,701 Unrestricted 38,487,858 510,761 (7,028,828) 4,580,426 Total Net Position 57,539,027$ 99,219,331$ (2,117,829)$ 5,571,127$ Governmental Activities - Internal Service Funds
Fleet Facilities
Information
Technology
General Equipment
Replacement
168
CITY OF ROSEVILLE
COMBINING STATEMENT OF NET POSITION
INTERNAL SERVICE FUNDS
JUNE 30, 2022
Assets:
Current:
Cash and investments
Receivables
Prepaid costs
Due from other funds
Inventories
Total Current Assets
Noncurrent:
Advances to other funds
Capital assets not being depreciated
Capital assets - net of accumulated depreciation
Total Noncurrent Assets
Total Assets
Deferred Outflows of Resources:
Deferred OPEB related items
Deferred pension related items
Total Deferred Outflows of Resources
Liabilities:
Current:
Accounts payable
Accrued liabilities
Accrued compensated absences
Accrued claims and judgments
Total Current Liabilities
Noncurrent:
Accrued compensated absences
Accrued claims and judgments
Net OPEB liability
Net pension liability
Total Noncurrent Liabilities
Total Liabilities
Deferred Inflows of Resources:
Deferred OPEB related items
Deferred pension related items
Total Deferred Inflows of Resources
Net Position:
Investment in capital assets
Unrestricted
Total Net Position
Totals
8,523,368$ 1,457,301$ 1,177,851$ 1,264,309$ 63,742,647$ 44,278 21,019 4,366 13,284 2,825,219 - - - - 2,620,318 - - - - 758,778 - - - - 1,325,941 8,567,646 1,478,320 1,182,217 1,277,593 71,272,903 - - - - 4,559,177 - - - - 750,553 - - - - 122,910,886 - - - - 128,220,616 8,567,646 1,478,320 1,182,217 1,277,593 199,493,519 - - - - 1,111,000 86,806 78,289 - - 3,180,961 86,806 78,289 - - 4,291,961 1,054 82,821 50,661 164,404 1,270,994 18,132 17,611 - - 281,244 18,814 16,911 - - 923,511 2,964,086 1,068,333 - - 4,032,419 3,002,086 1,185,676 50,661 164,404 6,508,168 11,749 10,868 - - 600,653 7,256,899 1,819,053 - - 9,075,952 - - - - 5,340,000 430,956 388,671 - - 15,792,086 7,699,604 2,218,592 - - 30,808,691 10,701,690 3,404,268 50,661 164,404 37,316,859 - - - - 3,594,000 124,146 111,965 - - 4,549,228 124,146 111,965 - - 8,143,228 - - - - 123,661,439 (2,171,384) (1,959,624) 1,131,556 1,113,189 34,663,954 (2,171,384)$ (1,959,624)$ 1,131,556$ 1,113,189$ 158,325,393$ General Liability
Unemployment
Reserve General Benefits
Governmental Activities - Internal Service Funds
Worker's
Compensation
169
CITY OF ROSEVILLE
COMBINING STATEMENT OF REVENUES, EXPENSES
AND CHANGES IN NET POSITION
INTERNAL SERVICE FUNDS
YEAR ENDED JUNE 30, 2022
Operating Revenues:
Sales and service charges 19,407,360$ 7,383,908$ 13,545,606$ 2,843,403$ Miscellaneous 631,538 79,348 - - Total Operating Revenues 20,038,898 7,463,256 13,545,606 2,843,403 Operating Expenses:
Administration and general - - - - Depreciation and amortization 4,751,744 4,256,521 1,959,775 262,932 Operations 8,395,926 5,602,466 10,482,183 219,382 Claims expense - - - - Total Operating Expenses 13,147,670 9,858,987 12,441,958 482,314 Operating Income (Loss) 6,891,228 (2,395,731) 1,103,648 2,361,089 Nonoperating Revenues (Expenses):
Interest revenue (loss) (1,877,723) (346,238) (384,101) (281,973) Total Nonoperating
Revenues (Expenses) (1,877,723) (346,238) (384,101) (281,973) Income (Loss) Before Transfers 5,013,505 (2,741,969) 719,547 2,079,116 Transfers in 40,525 1,545,631 1,545,631 1,495,631 Changes in Net Position 5,054,030 (1,196,338) 2,265,178 3,574,747 Net Position:
Beginning of Year 52,484,997 100,415,669 (4,383,007) 1,996,380 End of Fiscal Year 57,539,027$ 99,219,331$ (2,117,829)$ 5,571,127$ Governmental Activities - Internal Service Funds
Fleet Facilities
Information
Technology
General Equipment
Replacement
170
CITY OF ROSEVILLE
COMBINING STATEMENT OF REVENUES, EXPENSES
AND CHANGES IN NET POSITION
INTERNAL SERVICE FUNDS
YEAR ENDED JUNE 30, 2022
Operating Revenues:
Sales and service charges
Miscellaneous
Total Operating Revenues
Operating Expenses:
Administration and general
Depreciation and amortization
Operations
Claims expense
Total Operating Expenses
Operating Income (Loss)
Nonoperating Revenues (Expenses):
Interest revenue (loss)
Total Nonoperating
Revenues (Expenses)
Income (Loss) Before Transfers
Transfers in
Changes in Net Position
Net Position:
Beginning of Year
End of Fiscal Year
Totals
4,113,557$ 2,411,881$ 332,149$ 2,070,359$ 52,108,223$ 104,513 - - - 815,399 4,218,070 2,411,881 332,149 2,070,359 52,923,622 - - 11,415 - 11,415 - - - - 11,230,972 2,074,287 4,045,327 107,416 194,679 31,121,666 5,409,782 1,759,146 50,658 1,810,094 9,029,680 7,484,069 5,804,473 169,489 2,004,773 51,393,733 (3,265,999) (3,392,592) 162,660 65,586 1,529,889 (514,728) (101,283) (76,232) (80,052) (3,662,330) (514,728) (101,283) (76,232) (80,052) (3,662,330) (3,780,727) (3,493,875) 86,428 (14,466) (2,132,441) - - 634,000 - 5,261,418 (3,780,727) (3,493,875) 720,428 (14,466) 3,128,977 1,609,343 1,534,251 411,128 1,127,655 155,196,416 (2,171,384)$ (1,959,624)$ 1,131,556$ 1,113,189$ 158,325,393$ General Benefits
Governmental Activities - Internal Service Funds
Worker's
Compensation General Liability
Unemployment
Reserve
171
CITY OF ROSEVILLE
COMBINING STATEMENT OF CASH FLOWS
INTERNAL SERVICE FUNDS
YEAR ENDED JUNE 30, 2022
Cash Flows from Operating Activities:
Cash received from customers and users 20,170,851$ 7,397,240$ 13,540,835$ 2,841,817$ Cash paid to suppliers for goods and services (11,941,077) (5,251,648) (8,583,673) (196,538) Cash paid to employees for services (565,468) (576,860) (3,161,527) - Claims paid - - - - Net Cash Provided (Used) by Operating Activities 7,664,306 1,568,732 1,795,635 2,645,279 Cash Flows from Non-Capital
Financing Activities:
Cash transfers in 40,525 1,545,631 1,545,631 1,495,631 Payment made to other funds (175,037) - - - Cash received from notes and loans receivable 663,361 - - - Repayments on advance to other funds 770,413 - - - Net Cash Provided (Used) by
Non-Capital Financing Activities 1,299,262 1,545,631 1,545,631 1,495,631 Cash Flows from Capital
and Related Financing Activities:
Acquisition and construction of capital assets (5,096,330) (15,442) (98,119) (11,999) Net Cash Provided (Used) by
Capital and Related Financing Activities (5,096,330) (15,442) (98,119) (11,999) Cash Flows from Investing Activities:
Fair market adjustment (2,324,988) (414,852) (461,078) (317,531) Interest received 447,265 68,614 76,977 35,558 Net Cash Provided (Used) by
Investing Activities (1,877,723) (346,238) (384,101) (281,973) Net Increase (Decrease) in Cash
and Cash Equivalents 1,989,515 2,752,683 2,859,046 3,846,938 Cash and Cash Equivalents at Beginning of Year 31,842,445 3,339,130 3,910,263 779,798 Cash and Cash Equivalents at End of Year 33,831,960$ 6,091,813$ 6,769,309$ 4,626,736$ Reconciliation of Operating Income to Net Cash
Provided (Used) by Operating Activities:
Operating income (loss) 6,891,228$ (2,395,731)$ 1,103,648$ 2,361,089$ Adjustments to Reconcile Operating Income (Loss)
Net Cash Provided (Used) by Operating Activities:
Depreciation and amortization 4,751,744 4,256,521 1,959,775 262,932 (Increase) decrease in receivables 131,953 (66,016) (4,771) (1,586) (Increase) decrease in inventory (263,542) 5,922 - - (Increase) decrease in prepaid expense (2,581,243) 34,248 - Increase (decrease) in accounts payable 8,706 286,682 92,387 22,844 Increase (decrease) in accrued liabilities 13,168 20,827 21,876 - Increase (decrease) in claims and judgments - - Increase (decrease) in net pension liability (1,625,254) (980,632) (3,814,016) - Increase (decrease) in net OPEB liability (658,000) (356,000) (370,000) - (Increase) decrease in deferred pension related items 1,008,730 749,067 2,774,859 - (Increase) decrease in deferred OPEB related items (30,000) 27,000 58,000 - Increase (decrease) in compensated absences 16,816 21,092 (60,371) - Total Adjustments 773,078 3,964,463 691,987 284,190 Net Cash Provided (Used) by
Operating Activities 7,664,306$ 1,568,732$ 1,795,635$ 2,645,279$ Governmental Activities - Internal Service Funds
Fleet Facilities
Information
Technology
General Equipment
Replacement
172
CITY OF ROSEVILLE
COMBINING STATEMENT OF CASH FLOWS
INTERNAL SERVICE FUNDS
YEAR ENDED JUNE 30, 2022
Cash Flows from Operating Activities:
Cash received from customers and users
Cash paid to suppliers for goods and services
Cash paid to employees for services
Claims paid
Net Cash Provided (Used) by Operating Activities
Cash Flows from Non-Capital
Financing Activities:
Cash transfers in
Payment made to other funds
Cash received from notes and loans receivable
Repayments on advance to other funds
Net Cash Provided (Used) by
Non-Capital Financing Activities
Cash Flows from Capital
and Related Financing Activities:
Acquisition and construction of capital assets
Net Cash Provided (Used) by
Capital and Related Financing Activities
Cash Flows from Investing Activities:
Fair market adjustment
Interest received
Net Cash Provided (Used) by
Investing Activities
Net Increase (Decrease) in Cash
and Cash Equivalents
Cash and Cash Equivalents at Beginning of Year
Cash and Cash Equivalents at End of Year
Reconciliation of Operating Income to Net Cash
Provided (Used) by Operating Activities:
Operating income (loss)
Adjustments to Reconcile Operating Income (Loss)
Net Cash Provided (Used) by Operating Activities:
Depreciation and amortization
(Increase) decrease in receivables
(Increase) decrease in inventory
(Increase) decrease in prepaid expense
Increase (decrease) in accounts payable
Increase (decrease) in accrued liabilities
Increase (decrease) in claims and judgments
Increase (decrease) in net pension liability
Increase (decrease) in net OPEB liability
(Increase) decrease in deferred pension related items
(Increase) decrease in deferred OPEB related items
Increase (decrease) in compensated absences
Total Adjustments
Net Cash Provided (Used) by
Operating Activities
Totals
4,208,427$ 2,410,185$ 331,667$ 2,063,366$ 52,964,388$ (344,258) (2,754,919) (99,469) (229,260) (29,400,842) (202,353) (195,136) - - (4,701,344) (5,409,782) (1,759,146) (50,658) (1,810,094) (9,029,680) (1,747,966) (2,299,016) 181,540 24,012 9,832,522 - - 634,000 - 5,261,418 - - - - (175,037) - - - - 663,361 - - - - 770,413 - - 634,000 - 6,520,155 - - - - (5,221,890) - - - - (5,221,890) (592,840) (102,684) (83,033) (87,832) (4,384,838) 78,112 1,401 6,801 7,780 722,508 (514,728) (101,283) (76,232) (80,052) (3,662,330) (2,262,694) (2,400,299) 739,308 (56,040) 7,468,457 10,786,062 3,857,600 438,543 1,320,349 56,274,190 8,523,368$ 1,457,301$ 1,177,851$ 1,264,309$ 63,742,647$ (3,265,999)$ (3,392,592)$ 162,660$ 65,586$ 1,529,889$ - - - - 11,230,972 (9,643) (1,696) (482) (6,993) 40,766 - - - - (257,620) - - - - (2,546,995) (902) 80,145 19,362 (34,581) 474,643 10,493 10,431 - - 76,795 1,519,904 1,007,596 - - 2,527,500 (97,067) (86,050) - - (6,603,019) - - - - (1,384,000) 117,199 105,474 - - 4,755,329 - - - - 55,000 (21,951) (22,324) - - (66,738) 1,518,033 1,093,576 18,880 (41,574) 8,302,633 (1,747,966)$ (2,299,016)$ 181,540$ 24,012$ 9,832,522$ Governmental Activities - Internal Service Funds
Worker's
Compensation General Liability
Unemployment
Reserve General Benefits
173
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174
PRIVATE PURPOSE TRUST FUNDS
Private-Purpose Trust funds are used to account for trust arrangements under which principal and income benefit private organizations or other governments.
Endowment Private-Purpose Trust Fund. To account for trust arra ngements under which principal and income benefit private organizations.
Successor Agency to the Redevelopment Agency Private-Purpose Trust Fund. Established to account for the activities of the Successor Agency to the former Redevelopment Agency of the City of Roseville. 175
CITY OF ROSEVILLE
COMBINING STATEMENT OF FIDUCIARY NET POSITION
PRIVATE-PURPOSE TRUST FUNDS
JUNE 30, 2022
Assets:
Cash and investments in City Treasury 1,767,530$ 5,172,779$ 6,940,309$ Receivables:
Accounts 4,907 115,524 120,431 Restricted assets:
Cash and investments with fiscal agents - 52,107 52,107 Total Assets 1,772,437 5,340,410 7,112,847 Liabilities:
Accounts payable - 11 11 Accrued liabilities - 740,746 740,746 Long-term liabilities:
Bonds due in one year - 1,212,132 1,212,132 Bonds due in more than one year - 40,105,142 40,105,142 Total Liabilities - 42,058,031 42,058,031 Net Position (Deficit):
1,772,437 (36,717,621) (34,945,184) Total Net Position (Deficit) 1,772,437$ (36,717,621)$ (34,945,184)$ Total
Held in trust for private purposes, organizations and other governments
Endowment
Private-Purpose
Trust
Successor Agency
to the
Redevelopment
Agency Private-
Purpose Trust
176
CITY OF ROSEVILLE
STATEMENT OF CHANGES IN FIDUCIARY NET POSITION
PRIVATE-PURPOSE TRUST FUNDS
YEAR ENDED JUNE 30, 2022
Additions:
Property taxes, net of pass through payments -$ 2,963,759$ 2,963,759$ Investment income (163,373) (285,248) (448,621) Miscellaneous - 39,225 39,225 Total Additions (163,373) 2,717,736 2,554,363 Deductions:
Administrative expenses - 1,392 1,392 Contractual services 10,573 125,807 136,380 Interest and fiscal charges - 837,541 837,541 Contributions to other governments - 388,986 388,986 Total Deductions 10,573 1,353,726 1,364,299 Changes in Net Position (173,946) 1,364,010 1,190,064 Net Position - Beginning of the Year 1,946,383 (38,081,631) (36,135,248) Net Position - End of the Year 1,772,437$ (36,717,621)$ (34,945,184)$ Endowment
Private-Purpose
Trust
Successor
Agency to the
Redevelopment
Agency Private-
Purpose Trust Total
177
CUSTODIAL FUNDS
Custodial Funds account for assets held by the City as a custodial for individuals, governmental entities, and non- public organizations. These f unds include the following:
Special Assessments/Community Services Districts (CSDs). These funds account for the monies collected and disbursed for land-based debt, where the City is not obligated for the debt.
North Roseville – Rocklin Sewer Refunding District. To account for debt service related to bonds issued to finance the construction of sewer infrastructure in North Roseville and Rocklin.
Foothills Boulevard Extension Assessment. To collect fees from new development to finance the extension of Foothills Boulevard.
Highway 65 JPA (Bizz Johnson JPA). This JPA, which consists of the City, City of Rocklin and Placer County, was formed to fund interchanges off of Highway 65. The City act s as lead agency and treasurer. The fees are collected via building permits.
Dry Creek Drainage Basin. Fees are collected via building permits for the Dry Creek area and submitted quarterly to Placer County for drainage mitigation.
County Capital Facilities Fee. This fee was established by the County to fund future county capital facilities from development. It is collected via building permits and submitted quarterly to the County.
South Placer Wastewater Authority (SPWA). SPWA is a Joint Powers Authority comprised of the City, Placer County and South Placer Public Utilities District. The City is acting as the treasurer and construction manager. This JPA was formed to issue debt to facilitate the co nstruction of the regional wastewater infrastructure. The agencies co llect regional wastewater connection fees and submit them to SPWA which is used for debt service payments and for the future expansion of facilities.
Special Sewer Benefit Areas. The Sewer Special Benefit Areas we re established to reimburse from properties benefiting from certain sewer infrastructure and oversized pipelines in portions of the City. The reimbursements are made to various project participants.
South Placer County Tourism Business Improvement District (SPCT BID). All hotels in the region are assessed fees for the purpose of promoting tourism in the area. These fees are forwarded to the City quarterly and then submitted quarterly to the SPCTBID.
South Placer County Safe Kids Coalition. The fees are collected for and submitted to an organization in Placer County for child safety programs.
External Traffic Mitigation Fees. These fees are collected via building permits and submitted quarterly to Placer County and Placer County Transportation Authority to fun d regional traffic mitigation due to new developments.
178
CUSTODIAL FUNDS
Placer County Air Pollution Control Fund. The fee is collected to contribute towards construction of a future animal shelter in South Placer County.
Sierra College Boulevard Fund. To account for contributions to provide maintenance of bike trails and open space.
Special Assessment Collection Fees. To account for fees collected for Placer County's administration of the City's Special Assessments.
Developer Reimbursements. To account for developer reimbursements. 179
CITY OF ROSEVILLE
COMBINING STATEMENT OF FIDUCIARY NET POSITION
CUSTODIAL FUNDS
JUNE 30, 2022
Assets:
Cash and investments in City Treasury 24,369,832$ 3,302$ 1,338$ 254,525$ Receivables:
Accounts 1,752,206 - - 244,618 Restricted assets:
Cash and investments with fiscal agents 34,026,992 - - - Total Assets 60,149,030 3,302 1,338 499,143 Deferred Outflows of Resources:
Deferred charge on refunding 17,253,963 - - - Total Deferred Outflows of Resources 17,253,963 - - - Liabilities:
Accounts payable 29,158 - - - Accrued liabilities 6,373,849 - - - Unearned revenues 28,108 - - - Deposits payable - - - - Due to other government agencies - - - 7,101,651 Long-term liabilities:
Bonds due in one year 14,393,000 - - - Bonds due in more than one year 447,408,342 - - - Total Liabilities 468,232,457 - - 7,101,651 Net Position (Deficit):
(390,829,464) 3,302 1,338 (6,602,508) Total Net Position (Deficit) (390,829,464)$ 3,302 $ 1,338 $ (6,602,508)$ Held in trust for private purposes, organizations and other governments
Special
Assessments/Com
munity Services
Districts (CSDs)
North Roseville -
Rocklin Sewer
Refunding District
Foothills
Boulevard
Extension
Assessment
Highway 65 JPA
(Bizz Johnson
JPA)
180
CITY OF ROSEVILLE
COMBINING STATEMENT OF FIDUCIARY NET POSITION
CUSTODIAL FUNDS
JUNE 30, 2022
Assets:
Cash and investments in City Treasury
Receivables:
Accounts
Restricted assets:
Cash and investments with fiscal agents
Total Assets
Deferred Outflows of Resources:
Deferred charge on refunding
Total Deferred Outflows of Resources
Liabilities:
Accounts payable
Accrued liabilities
Unearned revenues
Deposits payable
Due to other government agencies
Long-term liabilities:
Bonds due in one year
Bonds due in more than one year
Total Liabilities
Net Position (Deficit):
Total Net Position (Deficit)
Held in trust for private purposes, organizations and other governments
(CONTINUED)
14,892$ 1,440,495$ 110,817,649$ 190,032$ 38 328 6,365,630 726 - - 43,203,968 - 14,930 1,440,823 160,387,247 190,758 - - - - - - - - 15,732 1,526,840 4,234,562 - - - 1,191,502 - - - - - - - - 147,272 27 11,601 - - - - 5,790,000 - - - 169,199,177 - 15,759 1,538,441 180,415,241 147,272 (829) (97,618) (20,027,994) 43,486 (829)$ (97,618)$ (20,027,994)$ 43,486 $ County Capital
Facilities
South Placer
Wastewater
Authority (SPWA)
Special Sewer
Benefit Areas
Dry Creek
Drainage Basin
181
CITY OF ROSEVILLE
COMBINING STATEMENT OF FIDUCIARY NET POSITION
CUSTODIAL FUNDS
JUNE 30, 2022
Assets:
Cash and investments in City Treasury
Receivables:
Accounts
Restricted assets:
Cash and investments with fiscal agents
Total Assets
Deferred Outflows of Resources:
Deferred charge on refunding
Total Deferred Outflows of Resources
Liabilities:
Accounts payable
Accrued liabilities
Unearned revenues
Deposits payable
Due to other government agencies
Long-term liabilities:
Bonds due in one year
Bonds due in more than one year
Total Liabilities
Net Position (Deficit):
Total Net Position (Deficit)
Held in trust for private purposes, organizations and other governments
26,044$ -$ 2,066,621$ 36,620$ 1,097,709 16 8,680,173 - 514,964 - - - 1,638,717 16 10,746,794 36,620 - - - - - - - - 582,293 - 2,179,749 - 143,796 - - - - - - - - - - - - 16 14,334 38,353 1,129,000 - - - 29,934,000 - - - 31,789,089 16 2,194,083 38,353 (30,150,372) - 8,552,711 (1,733) (30,150,372)$ - $ 8,552,711 $ (1,733)$ Placer County Air
Pollution Control
Fund
South Placer County
Tourism Business
Improvement District
(SPCTBID)
South Placer
County Safe Kids
Coalition
External Traffic
Mitigation Fees
182
CITY OF ROSEVILLE
COMBINING STATEMENT OF FIDUCIARY NET POSITION
CUSTODIAL FUNDS
JUNE 30, 2022
Assets:
Cash and investments in City Treasury
Receivables:
Accounts
Restricted assets:
Cash and investments with fiscal agents
Total Assets
Deferred Outflows of Resources:
Deferred charge on refunding
Total Deferred Outflows of Resources
Liabilities:
Accounts payable
Accrued liabilities
Unearned revenues
Deposits payable
Due to other government agencies
Long-term liabilities:
Bonds due in one year
Bonds due in more than one year
Total Liabilities
Net Position (Deficit):
Total Net Position (Deficit)
Held in trust for private purposes, organizations and other governments
Totals
20,543$ 12,799$ 1,433,235$ 140,687,927$ - - 4,319 18,145,763 - - - 77,745,924 20,543 12,799 1,437,554 236,579,614 - - - 17,253,963 - - - 17,253,963 - - 1,353,703 9,922,037 - - - 7,709,147 - - - 28,108 - - 80,207 227,479 21,525 - - 7,187,507 - - - 21,312,000 - - - 646,541,519 21,525 - 1,433,910 692,927,797 (982) 12,799 3,644 (439,094,220) (982)$ 12,799 $ 3,644 $ (439,094,220)$ Sierra College
Boulevard Fund
Special
Assessment
Collection Fees
Developer
Reimbursements
183
CITY OF ROSEVILLE
COMBINING STATEMENT OF CHANGES IN FIDUCIARY NET POSITION
CUSTODIAL FUNDS
YEAR ENDED JUNE 30, 2022
Additions:
Property taxes, net of pass through payments 37,348,550$ -$ -$ -$ Intergovernmental - - - - Investment income (1,842,469) (197) (81) (15,579) Contributions from members - - - - Miscellaneous 165,202 - - 1,303,285 Total Additions 35,671,283 (197) (81) 1,287,706 Deductions:
Administrative expenses 942,268 - - - Contractual services 301 - - - Interest and fiscal charges 21,114,141 - - - Contributions to other governments 53,933,392 - - 9,048 Total Deductions 75,990,102 - - 9,048 Changes in Net Position (40,318,819) (197) (81) 1,278,658 Net Position - Beginning of the Year (350,510,645) 3,499 1,419 (7,881,166) Restatements - - - - Net Position - Beginning of the Year, as Restated (350,510,645) 3,499 1,419 (7,881,166) Net Position - End of the Year (390,829,464)$ 3,302$ 1,338$ (6,602,508)$ Special
Assessments/Com
munity Services
Districts (CSDs)
North Roseville -
Rocklin Sewer
Refunding District
Foothills
Boulevard
Extension
Assessment
Highway 65 JPA
(Bizz Johnson
JPA)
184
CITY OF ROSEVILLE
COMBINING STATEMENT OF CHANGES IN FIDUCIARY NET POSITION
CUSTODIAL FUNDS
YEAR ENDED JUNE 30, 2022
Additions:
Property taxes, net of pass through payments
Intergovernmental
Investment income
Contributions from members
Miscellaneous
Total Additions
Deductions:
Administrative expenses
Contractual services
Interest and fiscal charges
Contributions to other governments
Total Deductions
Changes in Net Position
Net Position - Beginning of the Year
Restatements
Net Position - Beginning of the Year, as Restated
Net Position - End of the Year
(CONTINUED)
-$ -$ -$ -$ - - 4,584,159 - (1,000) (88,483) (3,745,348) (11,279) - - 32,022,093 - - 4,348,550 230,400 - (1,000) 4,260,067 33,091,304 (11,279) - - - - - 17 1,535 5 - - 4,206,694 - (3,732) 4,377,244 31,132,278 - (3,732) 4,377,261 35,340,507 5 2,732 (117,194) (2,249,203) (11,284) (3,561) 19,576 (20,305,364) 54,770 - - 2,526,573 - (3,561) 19,576 (17,778,791) 54,770 (829)$ (97,618)$ (20,027,994)$ 43,486$ Special Sewer
Benefit Areas
Dry Creek Drainage
Basin
County Capital
Facilities
South Placer
Wastewater
Authority (SPWA)
185
CITY OF ROSEVILLE
COMBINING STATEMENT OF CHANGES IN FIDUCIARY NET POSITION
CUSTODIAL FUNDS
YEAR ENDED JUNE 30, 2022
Additions:
Property taxes, net of pass through payments
Intergovernmental
Investment income
Contributions from members
Miscellaneous
Total Additions
Deductions:
Administrative expenses
Contractual services
Interest and fiscal charges
Contributions to other governments
Total Deductions
Changes in Net Position
Net Position - Beginning of the Year
Restatements
Net Position - Beginning of the Year, as Restated
Net Position - End of the Year
4,581,759$ -$ -$ -$ - - - - 927 (22) (127,239) (2,581) - - - - - - 10,506,599 74,474 4,582,686 (22) 10,379,360 71,893 4,150 - - - - - 28 - 954,520 - - - 2,523,978 - 6,698,771 75,012 3,482,648 - 6,698,799 75,012 1,100,038 (22) 3,680,561 (3,119) (31,250,410) 22 4,872,150 1,386 - - - - (31,250,410) 22 4,872,150 1,386 (30,150,372)$ -$ 8,552,711$ (1,733)$ South Placer County
Tourism Business
Improvement District
(SPCTBID)
South Placer
County Safe Kids
Coalition
External Traffic
Mitigation Fees
Placer County Air
Pollution Control
Fund
186
CITY OF ROSEVILLE
COMBINING STATEMENT OF CHANGES IN FIDUCIARY NET POSITION
CUSTODIAL FUNDS
YEAR ENDED JUNE 30, 2022
Additions:
Property taxes, net of pass through payments
Intergovernmental
Investment income
Contributions from members
Miscellaneous
Total Additions
Deductions:
Administrative expenses
Contractual services
Interest and fiscal charges
Contributions to other governments
Total Deductions
Changes in Net Position
Net Position - Beginning of the Year
Restatements
Net Position - Beginning of the Year, as Restated
Net Position - End of the Year
-$ -$ -$ 41,930,309$ - - - 4,584,159 (1,438) 12,360 (94,082) (5,916,511) - - - 32,022,093 41,877 - - 16,670,387 40,439 12,360 (94,082) 89,290,437 - - - 946,418 - - 14 1,900 - - - 26,275,355 42,178 - - 98,788,169 42,178 - 14 126,011,842 (1,739) 12,360 (94,096) (36,721,405) 757 439 97,740 (404,899,388) - - - 2,526,573 757 439 97,740 (402,372,815) (982)$ 12,799$ 3,644$ (439,094,220)$ Totals
Sierra College
Boulevard Fund
Special
Assessment
Collection Fees
Developer
Reimbursements
187
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188
STATISTICAL SECTION
189
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190
STATISTICAL SECTION
This part of the City’s Annual Comprehensive Financial Report presents detailed information as context for understanding what the information in the financial statements, note disclosures, and required supplementary information says about the City’s overall financial health. In contrast to the financial section, the statistical section inform ation is not subject to independent audit.
Financial Trends
These schedules contain trend information to help the reader un derstand how the City’s financial performance and financial condition have changed over time:
Net Position by Component
Changes in Net Position
Fund Balances of Governmental Funds
Changes in Fund Balances of Governmental Funds
Revenue Capacity
These schedules contain information to help the reader assess the City’s most significant local revenue sources: sales tax, property tax, and electric revenue:
Sales Tax Revenue
Assessment Roll Values
Property Tax Rates - Direct and Overlapping Governments Principal Property Tax Payers
Property Tax Levies and Collections
Electric Customers and Revenues
Residential Energy Prices
Business Energy Prices
Debt Capacity
These schedules present information to help the reader assess the affordability of the City’s current levels of outstanding debt and the City’s ability to issue additional debt in the future:
Ratio of Outstanding Debt by Type
Revenue Bond Coverage – 2014 Redevelopment Tax Allocation Bonds Revenue Bond Coverage – 2016 Redevelopment Tax Allocation Bonds Computation of Direct and Overlapping Debt
Computation of Legal Bonded Debt Margin
Demographic and Economic Information
These schedules offer demographic and economic indicators to help the reader understand the environment within which the City’s financial activities take place:
Demographic and Economic Statistics
Principal Employers
Full-time Equivalent City Employees by Function
Operating Indicators by Function/Program
Capital Asset Statistics by Function/Program
191
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192
2013 (a/b) 2014 2015 (c) 2016 2017 2018 (d) 2019 2020 2021 2022 Governmental activities
Net investment in capital assets $837,323,692 $828,800,273 $844,036,089 $874,967,712 $963,416,426 $930,356,095 $938,614,328 $1,013,822,662 $1,052,418,279 $1,117,069,795 Restricted 131,372,528 123,592,373 139,686,598 171,581,599 128,500,453 130,786,912 155,247,564 166,271,014 248,827,815 270,530,953 Unrestricted 90,617,991 75,908,251 (94,115,158) (93,575,847) (42,897,806) (125,570,328) (101,759,015) (132,007,818) (101,767,672) (81,202,973) Total governmental activities net position $1,059,314,211 $1,028,300,897 $889,607,529 $952,973,464 $1,049,019,073 $935,572,679 $992,102,877 $1,048,085,858 $1,199,478,422 $1,306,397,775 Business-type activities
Net investment in capital assets $1,036,619,532 $1,084,782,351 $1,137,488,311 1,156,762,308 1,164,442,267 1,174,477,350 1,231,485,112 1,350,027,938 1,630,310,774 1,715,883,382 Restricted 27,217,358 31,557,118 33,974,831 33,300,330 35,568,403 48,717,018 45,469,335 53,658,787 39,344,197 42,455,904 Unrestricted 243,176,781 270,348,547 214,253,723 255,100,345 298,014,583 294,622,023 345,923,257 333,608,421 260,050,162 298,513,226 Total business-type activities net position $1,307,013,671 $1,386,688,016 $1,385,716,865 $1,445,162,983 $1,498,025,253 $1,517,816,391 $1,622,877,704 $1,737,295,146 $1,929,705,133 $2,056,852,512 Primary government
Net investment in capital assets $1,873,943,224 $1,913,582,624 $1,981,524,400 $2,031,730,020 $2,127,858,693 $2,104,833,445 $2,170,099,440 $2,363,850,600 $2,682,729,053 $2,832,953,177 Restricted 158,589,886 155,149,491 173,661,429 204,881,929 164,068,856 179,503,930 200,716,899 219,929,801 288,172,012 312,986,857 Unrestricted 333,794,772 346,256,798 120,138,565 161,524,498 255,116,777 169,051,695 244,164,242 201,600,603 158,282,490 217,310,253 Total primary government net position $2,366,327,882 $2,414,988,913 $2,275,324,394 $2,398,136,447 $2,547,044,326 $2,453,389,070 $2,614,980,581 $2,785,381,004 $3,129,183,555 $3,363,250,287 (a) The City implemented the provisions of GASB Statement 63 in fiscal year 2013, which replaced the term "net assets" with the term "net position." (b) The City restated certain balances in fiscal year 2014; the statistics prior to 2014 have not been restated. (c) The City implemented the provisions of GASB Statements 68 and 71 in fiscal year 2015; the statistics prior to 2015 have not been restated. (d) The City implemented the provisions of GASB Statements 75 in fiscal year 2018 and restated certain balances.
CITY OF ROSEVILLE
NET POSITION BY COMPONENT
Last Ten Fiscal Years
(accrual basis of accounting)
Fiscal Year Ended June 30,
$-
$500,000,000
$1,000,000,000
$1,500,000,000
$2,000,000,000
$2,500,000,000
$3,000,000,000
2013 (a/b) 2014 2015 (c) 2016 2017 2018 (d) 2019 2020 2021 2022 Net investment in capital assets Restricted Unrestricted Source: City of Roseville's Annual Comprehensive Financial Report 193
Source: City of Roseville's Annual Comprehensive Financial Report. 2013 (a) 2014 2015 (b) 2016 2017 2018 (c)(d) 2019 (f) 2020 (f) 2021 (e)(f) 2022 Expenses
Governmental Activities:
General Government $36,146,055 $42,359,074 $33,259,988 $24,156,228 $23,477,949 $19,793,110 $16,000,782 $20,144,744 $18,900,319 $34,983,617 Police 33,163,354 34,443,258 33,815,163 34,215,809 27,989,234 46,653,023 51,686,063 47,310,738 50,161,215 45,040,064 Fire 26,611,217 28,183,501 28,710,164 28,336,652 21,870,763 38,336,994 42,893,789 36,861,715 36,101,836 34,771,572 Economic Development (e) - - - - - - - - 4,177,122 463,922 Parks and recreation 22,032,310 13,939,153 21,676,006 21,289,788 19,273,481 28,848,599 29,543,138 31,791,977 34,984,176 28,571,207 Public Works 42,655,128 26,482,643 17,191,405 12,786,495 15,499,737 21,316,464 10,732,197 17,390,714 3,801,296 25,624,477 Library 4,537,528 4,634,502 4,728,411 4,675,146 3,356,937 5,888,252 6,095,245 4,756,588 5,960,578 5,400,847 Development and Operations (e) 6,070,940 14,194,087 20,677,108 21,661,632 22,387,337 25,227,066 28,999,967 57,985,840 - - Development Services (e) - - - - - - - - 32,782,151 36,471,718 Annexation Payments (e) - - - - - - - - 7,494,258 9,257,913 Housing assistance payments 4,049,279 3,858,070 4,046,250 4,077,451 4,216,417 4,248,895 4,673,530 7,386,919 5,706,057 6,908,949 Int
erest on long-term debt 1,274,294 740,975 543,336 1,170,785 4,285,329 4,798,427 1,304,195 1,484,120 1,549,203 3,092,019 Total Governmental Activities Expenses $176,540,105 $168,835,263 $164,647,831 $152,369,986 $142,357,184 $195,110,830 $191,928,906 $225,113,355 $201,618,211 $230,586,305 Business-Type Activities:
Electric $144,141,500 $144,616,552 $139,307,833 $141,831,457 $150,984,130 $149,337,786 d $140,049,539 $139,578,420 $154,771,931 $147,513,838 Water 24,569,405 25,300,949 25,123,587 26,723,627 30,074,999 32,296,706 31,518,663 37,477,974 39,906,556 33,413,271 Wastewater 33,820,510 36,129,357 34,558,191 34,569,588 40,370,531 45,984,028 57,655,228 45,807,920 74,288,202 75,201,547 Solid Waste 16,173,643 16,113,470 17,028,218 17,778,385 18,307,460 22,628,907 24,131,176 26,489,550 25,082,857 27,344,263 Natural Gas 26,383,130 25,984,715 25,574,327 25,179,279 24,685,497 24,217,677 23,711,730 23,226,521 22,649,501 22,061,056 Golf Course 2,617,733 2,501,897 2,598,524 2,502,782 2,466,928 - - - - - Local Transportation 7,909,058 7,482,689 8,918,391 7,985,912 8,195,699 9,895,357 10,441,459 10,790,475 9,544,110 11,588,006 School-age Child Care 4,691,235 4,496,871 3,664,376 5,251,976 5,794,022 7,866,178 7,027,545 9,732,622 5,965,804 4,176, 380 Total Business-Type Activities Expenses 260,306,214 262,626,500 256,773,447 261,823,006 280,879,266 292,226,639 294,535,340 293,103,482 332,208,961 321,298,361 Total Primary Government Expenses $436,846,319 $431,461,763 $421,421,278 $414,192,992 $423,236,450 $487,337,469 $486,464,246 $518,216,837 $533,827,172 $551,884,666 Pr
ogram Revenues
Governmental Activities:
Charges for Services:
General Government $2,650,873 $2,519,443 $4,151,967 $4,097,453 $5,153,373 $5,688,733 $4,426,702 $4,405,118 $8,023,303 $8,990,775 Police 1,504,357 1,541,641 1,384,407 1,354,837 1,322,994 1,473,504 1,535,265 1,020,556 2,836,860 5,129,861 Fire 821,543 1,326,015 1,525,539 1,704,523 2,377,309 2,138,165 2,619,760 1,271,615 933,148 1,082,341 Economic Development (e) - - - - - - - - 35,903 27,956 Parks and recreation 12,574,853 11,391,414 13,361,020 13,093,192 14,657,957 17,469,661 18,747,740 6,445,595 16,731,091 18,943,647 Public Works 3,124,557 224,389 207,635 30,618 518,117 158,610 222,332 1,459,973 5,271,802 5,007,696 Library 297,467 332,387 137,575 128,689 24,085 18,561 15,069 94,298 134,472 45,688 Development and Operations (e) 1,691,318 7,131,093 9,016,571 8,941,215 10,370,206 12,440,599 12,124,757 15,847,685 - - Development Services (e) - - - - - - - - 27, 002,711 30,095,194 Operating Grants and Contributions 9,609,400 10,996,049 12,420,283 18,730,677 21,033,377 17,220,739 16,951,285 18,652,630 28,456,130 31,679,581 Capital Grants and Contributions 21,787,386 22,489,470 29,838,252 38,641,052 35,523,510 27,774,425 40,652,774 69,325,319 85,770,557 54,421,381 Total Government Activities Program Revenues 54,061,754 57,951,901 72,043,249 86,722,256 90,980,928 84,382,997 97,295,684 118,522,789 175,195,977 155,424, 120
Business-Type Activities:
Charges for Services:
Electric 159,002,035 162,182,048 168,349,951 167,160,777 166,006,839 168,559,762 168,047,418 162,547,979 $165,995,197 $169,089,053 Water 22,899,867 23,212,495 23,511,499 22,960,518 27,983,419 31,624,951 32,851,109 34,797,988 36,887,506 37,121,021 Wastewater 27,693,272 30,398,896 31,786,319 34,411,404 39,000,990 37,426,508 43,389,397 42,065,481 43,609,275 48,216,934 Solid Waste 21,437,536 21,806,830 22,002,869 22,403,352 23,111,497 24,257,746 25,227,177 26,859,636 28,638,281 35,553,901 Natural Gas 16,530,605 16,529,666 16,528,513 16,572,034 16,528,513 16,528,513 16,738,649 16,563,725 14,568,504 10,348,120 Golf Course 2,460,509 2,392,702 2,386,188 2,216,692 1,931,550 - - - - - Local Transportation 1,075,864 1,141,354 1,201,224 1,177,935 1,396,957 1,138,726 1,114,798 923,491 268,884 371,942 School-age Child Care 4,475,225 4,780,848 4,273,030 5,475,945 5,680,237 6,396,920 6,867,594 5,431,246 2,986,556 5,032,204 Operating Grants and Contributions 7,175,122 13,286, 509 14,272,710 5,878,612 10,640,845 12,614,825 24,255,105 11,478,132 13,954,837 14,201,456 Capital Grants and Contributions 17,501,234 43,539,243 50,670,825 55,809,279 61,026,801 78,824,553 74,948,559 97,350,203 215,581,626 144,859,182 Total Business-Type Activities Program Revenue 280,251,269 319,270,591 334,983,128 334,066,548 353,307,648 377,372,504 393,439,806 398,017,881 522,490,666 464,793,813 Total Primary Government Program Revenues $334,313,023 $377,222,492 $407,026,377 $420,788,804 $444,288,576 $461,755,501 $490,735,490 $516,540,670 $697,686,643 $620,217, 933
Net (Expense)/Revenue
Governmental Activities ($122,478,351) ($110,883,362) ($92,604,582) ($65,647,730) ($51,376,256) ($110,727,833) ($94,633,222) ($106,590,566) ($26,422,234) ($75,162,185) Business-Type Activities 19,945,055 56,644,091 78,209,681 72,243,542 72,428,382 85,145,865 d 98,904,466 d 104,914,399 d 190,281,705 d 143,495,452 Total Primary Government Net Expense ($102,533,296) ($54,239,271) ($14,394,901) $6,595,812 $21,052,126 ($25,581,968) $4,271,244 ($1,676,167) $163,859,471 $68,333,267 (Continued)
CITY OF ROSEVILLE
CHANGES IN NET POSITION
Last Ten Fiscal Years
(Accrual Basis of Accounting)
194
Source: City of Roseville's Annual Comprehensive Financial Report. 2013 (a) 2014 2015 (b) 2016 2017 2018 (c)(d) 2019 (f) 2020 (f) 2021 (e)(f) 2022
CITY OF ROSEVILLE
CHANGES IN NET POSITION
Last Ten Fiscal Years
(Accrual Basis of Accounting)
General Revenues and Other Changes in Net Position
Governmental Activities:
Taxes:
Property taxes 31,075,967 31,930,656 34,728,281 37,998,872 40,689,765 44,646,475 48,647,608 52,375,495 69,084,347 76,267,537 Sales taxes $43,002,643 $46,591,961 $48,094,824 $52,993,394 $51,646,625 $50,710,102 $56,355,528 52,699,584 63,700,772 70,621,977 Local sales taxes - - - - - - 4,218,788 19,669,535 24,509,762 28,328,053 Transient occupancy taxes - - - - - 3,534,479 3,632,822 3,528,221 2,383,853 4,475,343 Other Taxes 6,465,560 7,465,472 7,186,709 7,745,155 7,104,703 4,854,967 4,725,497 15,357,338 2,758,248 4,737,994 Franchise fees 1,874,700 2,037,189 2,057,707 2,168,413 2,310,192 2,363,377 2,280,503 2,023,411 2,401,009 2,513,172 Use of money and property 533,505 2,414,976 1,763,604 3,058,420 674,516 2,008,801 10,844,582 5,667,846 2,650,187 (22,222,277) Miscellaneous revenues 2,113,638 420,959 414,279 191,255 18,688,013 10,143,729 2,823,273 128,480 351,002 9,039,528 Transfers 25,212,344 (11,480,648) 27,704,787 24,853,427 20,662,506 16,710,815 16,110,901 10,223,786 8,681,939 8,320,211 Extraordinary item:
Gain/(Loss) from sales of capital assets - 43,992 1,699,847 4,729 25,137 3,522 1,523,918 899,851 - - Assets transferred to/liabilities assumed by
Successor Agency - 7,107,581 - - - - - - - - Cancellation of loans receivable from
Successor Agency - (5,847,668) - - - - -
- - -
Restructuring of interest on loans receivable from
Successor Agency - (814,422) - - - - - - - - Total Government Activities 110,278,357 79,870,048 123,650,038 129,013,665 141,801,457 134,976,267 151,163,420 162,573,547 176,521,119 182,081,538 Business-Type Activities:
Use of money and property 11,245,022 11,499,354 11,274,851 12,056,004 8,940,537 8,829,420 d 22,202,296 19,716,829 8,341,902 (11,424,903) Miscellaneous revenues 150,119 0 - - - - - - 2,750,278 3,228,066 Transfers (25,212,344) 11,480,648 (27,704,787) (24,853,427) (20,662,506) (16,710,815) (16,110,901) (10,223,786) (8,681,939) (8,320,211) Gain/(Loss) from sales of capital assets - 50,252 (2,028,306) - - (548,308) 65,452 - (466,792) 168,975 Special Item (22,715,022) - - - - - - - - -
Total Business-Type Activities (36,532,225) 23,030,254 (18,458,242) (12,797,423) (11,721,969) (8,429,703) 6,156,847 9,493,043 1,943,449 (16,348,073) Total Primary Government $73,746,132 $102,900,302 $105,191,796 $116,216,242 $130,079,488 $126,546,564 $157,320,267 $172,066,590 $178,464,568 $165,733,465 Change in Net Position
Governmental Activities ($12,199,994) ($31,013,314) $31,045,456 $63,365,935 $90,425,201 $24,248,434 $56,530,198 $55,982,981 $150,098,885 $106,919,353 Business-Type Activities (16,587,170) 79,674,345 59,751,439 59,446,119 60,706,413 76,716,162 105,061,313 114,407,442 192,225,154 127,147,379 Total Primary Government ($28,787,164) $48,661,031 $90,796,895 $122,812,054 $151,
131,614 $100,964,596 $161,591,511 $170,390,423 $342,324,039 $234,066,732 (a) The City implemented the provisions of GASB Statement 63 in fiscal year 2013, which replaced the term "net assets" with the term "net position." (b) The City implemented the provisions of GASB Statements 68 and 71 in fiscal year 2015; the statistics prior to 2015 have not been restated. (c) The City implemented the provisions of GASB Statements 75 in fiscal year 2018 and restated certain balances. (d) Net (Expense)/Revenue and Use of money and Property for Business type activities for fiscal year 2018 have been updated to match with ACFR Statement of activities. (e) Beginning in the fiscal year ended June 30, 2021, the City began reporting development and operations as separate lines named Development Services, Economic Development, and Annexation Payments 195
2013 (b) 2014 2015 (c) 2016 2017 2018 (d) 2019 2020 2021 2022 General Fund
Nonspendable $24,350,331 $12,700,881 $12,547,564 $12,089,564 $14,222,845 $13,181,664 $12,301,005 $11,883,886 $17,140,698 $17,607,580 Committed - - - - 727,155 - 14,092,262 31,781,588 31,946,376 40,548,686 Assigned 3,002,686 2,685,359 4,510,098 3,129,479 4,510,525 3,925,021 4,018,080 1,876,105 1,651,026 5,487,506 Unassigned 31,488,665 38,187,768 35,469,686 45,358,414 41,115,763 38,352,989 38,041,602 35,841,056 67,910,699 75,010,565 Total General Fund $58,841,682 $53,574,008 $52,527,348 $60,577,457 $60,576,288 $55,459,674 $68,452,949 $81,382,635 $118,648,799 $138,654,337 (a) All Other Governmental Funds
Nonspendable $17,691,169 $16,940,290 $16,964,800 $16,964,800 $16,964,800 $16,916,061 $17,782,400 $17,797,906 $17,287,404 $15,359,642 Restricted 109,656,487 104,437,932 122,721,798 148,224,236 147,157,295 144,792,470 178,080,236 148,473,108 196,437,769 203,672,042 Committed 2,290,938 2,280,996 2,362,738 794,928 147,222 - - - - - Assigned 12,625,416 11,304,133 11,483,003 10,525,153 16,369,206 13,236,513 9,255,262 11,161,681 9,249,174 4,851,442 Unassigned (1,333,659) (1,290,629) (150,757) (116,035) (2,079,194) (5,728,089) (4,307,209) (4,425,312) (3,212,589) (2,520,201) Total all other governmental funds $140,930,351 $133,672,722 $153,381,582 $176,393,082 $178,559,329 $169,216,955 $200,810,689 $173,007,383 $219,761,758 $221,362,925 (a) (a) The change in total fund balance for the General Fund and other governmental funds is explained in Management's Discussion and Analysis. (b) The City restated certain balances in fiscal year 2014; the statistics prior to 2014 have not been restated. (c) The City implemented GASB Statements 68 and 71 in fiscal year 2015; years prior to 2015 have not been restated to conform with the new presentation. (d) The City implemented the provisions of GASB Statements 75 in fiscal year 2018 and restated certain balances.
Fiscal Year Ended June 30,
CITY OF ROSEVILLE
FUND BALANCES OF GOVERNMENAL FUNDS
Last Ten Fiscal Years
(Modified Accrual Basis of Accounting)
$0
$50
$100
$150
$200
$250
2013
(b)
2014 2015
(c)
2016 2017 2018
(d)
2019 2020 2021 2022
Millions
Total General Fund Total all other governmental funds
Source: City of Roseville's Annual Comprehensive Financial Report 196
Source: City of Roseville's Annual Comprehensive Financial Report 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022
Revenues
Taxes $85,621,989 $90,692,294 $96,055,076 $106,209,940 $106,882,600 $111,838,688 $127,146,378 $142,385,091 $166,131,671 $186,944,076 Licenses and permits 1,805,452 2,066,744 2,684,169 2,723,234 3,268,160 3,001,719 3,009,035 3,325,365 4,668,439 5,035,341 Subventions and grants 17,307,222 14,081,767 15,082,197 10,662,888 17,814,381 12,925,977 11,936,638 10,018,531 30,258,509 27,924,403 Charges for services 20,613,195 23,145,058 27,624,928 28,398,884 36,270,061 44,541,860 34,187,231 40,356,582 55,355,261 63,387,310 Use of money and property 1,892,467 2,237,778 2,273,687 3,608,140 8,063,026 13,580,949 13,263,366 8,981,599 1,424,915 (18,836,350) Fine, forfeitures and penalties 1,447,757 1,265,026 1,226,611 1,192,435 1,231,989 1,399,287 1,265,762 960,400 229,578 470,530 Contributions from developers and others 3,673,089 1,721,409 15,321,286 4,847,097 2,256,674 2,260,841 29,979,263 562,934 3,907,958 4,677,528 Miscellaneous revenues 3,409,782 4,247,829 8,323,382 24,820,495 24,799,603 6,022,224 9,449,575 4,738,808 2,382,049 8,507,072 Revenues from other agencies - - - - - - - 42,792,416 79,824,452 53,499,031 Total Revenues 135,770,953 139,457,905 168,591,336 182,463,113 200,586,494 195,571,545 230,237,248 254,121,726 344,182,832 331,608,941 Expenditures
Current:
General government 25,215,600 23,438,473 25,135,288 26,308,369 31,494,060 15,296,075 8,137,625 19,257,171 19,760,855 29,039,710 Public safety:
Police 29,638,540 30,695,155 31,917,720 34,565,899 35,785,791 39,817,024 41,422,622 46,233,948 48,827,743 55,404,248 Fire 25,041,187 25,530,503 27,328,554 28,792,370 30,357,023 32,689,465 34,056,248 36,192,976 35,706,906 43,675,124 Economic Development (a) - - - - - - - - 4,090,181 3,043,366 Parks and recreation 19,671,070 19,276,779 20,854,408 21,111,520 21,451,673 25,483,508 26,124,783 27,726,357 29,493,997 32,809,285 Public works 10,746,489 6,698,390 5,972,942 6,069,793 7,060,201 8,138,529 8,326,467 13,663,550 13,112,941 19,730,670 Library 3,726,160 3,689,914 3,979,158 4,120,111 4,155,157 5,224,590 5,039,164 5,017,004 5,241,683 5,540,892 Development and Operations (a) 6,095,964 11,300,917 14,979,353 16,042,793 21,992,856 16,435,711 18,745,408 50,790,267 - - Development Services (a) - - - - - - - - 34,739,488 38,095,930 Housing assistance payments 4,049,279 3,858,070 4,046,250 4,077,451 4,216,417 4,248,895 4,673,530 5,155,267 5,706,057 6,908,949 Capital outlay 34,879,208 30,170,149 30,433,990 37,821,774 59,258,478 49,553,074 39,316,183 65,792, 166 68,814,087 62,876,772 Payments under development agreements 567,619 567,619 567,619 567,619 - - - - - - Annexation payments 2,302,
077 2,932,924 3,596,777 4,076,406 4,734,193 5,775,035 6,140,795 7,083,307 7,494,258 9,257,913 Debt service:
Principal retirement 802,821 2,125,278 844,490 863,892 1,098,509 1,532,317 1,561,381 2,072,817 1,613,400 3,953,223 Interest and fiscal charges 1,217,231 607,872 393,375 1,079,183 4,221,646 4,948,323 1,510,734 1,524,178 1,590,708 3,125,875 Total Expenditures 163,953,245 160,892,043 170,049,924 185,497,180 225,826,004 209,142,546 195,054,940 280,509,008 276,192,304 313,461,957 Excess (deficiency) of revenues over
(under) expenditures (28,182,292) (21,434,138) (1,458,588) (3,034,067) (25,239,510) (13,571,001) 35,182,308 (26,387,282) 67,990,528 18,146,984 Other Financing Sources (Uses)
Proceeds from leases - 43,992 104,580 - - - - - - 208,245 Debt issued 11,549,031 - - 14,425,000 - - - - - - Premium on debt issued - - - 862,056 - - - - - - Proceeds from sale of property 159,482 - 516,821 - - - 1,521,727 880,994 7,312,878 192,683 Transfers in 38,821,810 41,542,969 38,238,578 53,202,949 43,364,097 28,539,336 30,941,685 28,265,421 20,712,442 25,464,243 Transfers out (19,147,016) (24,688,897) (18,739,191) (34,394,329) (23,201,601) (24,102,321) (23,058,711) (17,632,753) (11,995,309) (22,405,450) Payment to bond escrow agent (12,756,326) - - - - - - - - - Total other financing sources (uses) 18,626,981 16,898,064 20,120,788 34,095,676 20,162,496 4,437,015 9,404,701 11,513,662 16,030,011 3,459,721 Net Change in fund balances before special
and extraordinary items (9,555,311) (4,536,074) 18,662,200 31,061,609 (5,077,014) (9,133,986) 44,587,009 (14,873,620) 84,020,539 21,606,705 Special and Extraordinary items
Increase in loan to the Successor Agency (7,304,420) - - - - - - - - - Change in classification of assets - (2,141,561) - - - - - - - - Cancellation of loans receivable from
Successor Agency - (5,847,668) - - - - - - - - Net Change in fund balances ($16,859,731) ($12,525,303) $18,662,200 $31,061,609 ($5,077,014) ($9,133,986) $44,587,009 ($14,873,620) $84,020,539 $21,606,705 Debt service as a percentage of
noncapital expenditures 2.1% * 0.9% * 1.3% * 1.3% * 3.2% * 4.1% 2.0% 1.7% 1.7% 3.1% * In FY2018, the City recalculated these percentages.
(a) Beginning in the fiscal year ended June 30, 2021, the City began reporting development and operations as separate lines named Development Services, Economic Development, and Annexation Payments
CITY OF ROSEVILLE
CHANGES IN FUND BALANCES OF GOVERNMENTAL FUNDS
Last Ten Fiscal Years
(Modified Accrual Basis of Accounting)
197
Source: City of Roseville's Annual Comprehensive Financial Report 4060/3021 3026 4061/3027
Fiscal Year
Bradley-Burns
Sales Tax
Triple Flip - In
Lieu Sales Tax
Measure B
Local Sales Tax
2013 32,230,534$ 10,772,109$ -$
2014 34,956,304 11,635,658 -
2015 35,531,876 12,562,948 -
2016 (a) 43,559,785 9,433,609 -
2017 51,646,625 - -
2018 (b) 50,710,102 - -
2019 (c) 56,355,528 - 4,218,788
2020 52,699,584 - 19,669,535
2021 63,700,772 - 24,509,762
2022 70,621,977 - 28,328,053
(a) The State Triple Flip ended with a one-time additional payment for the final quarter. (b) The sales tax decrease is due to a one-time delay in State processing sales tax payments as a result of implementation of a new tax collection system. (c) The Measure B local sales tax was approved by voters in November 2018 and was effective April 1, 2019, increasing the sales tax rate from 7.25% to 7.75%.
CITY OF ROSEVILLE
SALES TAX REVENUE
Last Ten Fiscal Years
$-
$5
$10
$15
$20
$25
$30
$35
$40
$45
$50
$55
$60
$65
$70
$75
$80
$85
$90
$95
$100
$105
2013 2014 2015 2016 (a) 2017 2018 (b) 2019 (c) 2020 2021 2022 Millions
198
2012-2013 2013-2014 2014-2015 2015-2016 2016-2017 2017-2018 2018-2019 2019-2020 2020-2021 2021-2022 Secured
Land 4,139,152,114$ 4,416,998,220$ 4,811,588,559$ 5,038,592,302$ 5,343,255,434$ 5,619,414,445$ 5,929,903,660$ 6,340,278,943$ 6,679,852,992$ 7,075,833,844$ Structure 10,942,930,883 11,732,698,206 12,621,412,601 13,670,305,499 14,619,778,326 15,565,619,635 16,427,163,485 18,093,106,729 19,204,141,847 20,547,280,455 Fixtures 86,949,612 85,175,780 86,169,588 72,381,116 54,816,121 71,994,553 71,059,765 72,781,190 52,101,460 109,605,403 Personal Property 185,441,743 197,939,682 199,577,920 176,564,870 173,880,661 128,012,551 146,059,048 185,265,472 240,746,236 214,126,109 Gross 15,354,474,352$ 16,432,811,888$ 17,718,748,668$ 18,957,843,787$ 20,191,730,542$ 21,385,041,184$ 22,574,185,958$ 24,691,432,334$ 26,176,842,535$ 27,946,845,811$ Exemptions (1,216,280,788) (1,189,126,642) (1,235,144,897) (1,196,368,326) (1,240,797,255) (1,287,075,877) (1,010,838,236) (1,586,206,981) (1,693,401,545) (1,876,457,223) Net Value 14,138,193,564 15,243,685,246 16,483,603,771 17,761,475,461 18,950,933,287 20,097,965,307 21,563,347,722 23,105,225,353 24,483,440,990 26,070,388,588 Unsecured
Land 15,107,515 14,275,896 14,209,597 14,751,078 15,636,657 16,035,546 16,244,979 16,533,626 17,169,271 17,318,630 Structure 40,452,068 39,978,372 40,065,250 40,572,958 41,034,119 41,858,259 42,756,495 43,960,455 45,727,053 45,888,059 Fixtures 204,335,331 201,618,605 200,634,374 210,899,452 219,812,361 232,332,616 211,812,302 209,973,531 209,539,891 210,752,175 Personal Property 440,681,012 497,756,921 478,575,784 508,561,032 586,873,115 568,397,250 569,809,275 625,422,860 675,077,829 647,792,897 Gross 700,575,926 753,629,794 733,485,005 774,784,520 863,356,252 858,623,671 840,623,051 895,890,472 947,514,044 921,751,761 Exemptions (92,879,612) (86,500,375) (61,105,400) (93,563,794) (114,427,098) (112,467,389) (109,637,206) (104,116,407) (99,538,096) (123,172,469) Net Value 607,696,314 667,129,419 672,379,605 681,220,726 748,929,154 746,156,282 730,985,845 791,774,065 847,975,948 798,579,292 Total Net
Assessed Value (a) 14,745,889,878$ 15,910,814,665$ 17,155,983,376$ 18,442,696,187$ 19,699,862,441$ 20,844,121,589$ 22,294,333,567$ 23,896,999,418$ 25,331,416,938$ 26,868,967,880$ Direct Tax Rate (b) 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% (a) Article XIIIA, added to the California Constitution by Proposition 13 in 1978 fixed the base for valuation of property subject to taxes at the full cash value which appeared on the Assessor's 1975/76 assessment roll. Thereafter, full cash value can be increased to reflect:
- annual inflation up to 2%; or
- market value at the time of ownership change; or
- market value for new construction.
(b) California cities do not set their own direct tax rate. The state constitution establishes the rate at 1% and allocates a portion of that amount, by an annual calculation, to all the taxing entities within a tax rate area.
CITY OF ROSEVILLE
ASSESSMENT ROLL VALUES
Last Ten Fiscal Years
Source: Placer County Property Assessment Roll Values
https://www.placer.ca.gov/departments/assessor/roll-values 199
Direct Rate
Basic Eureka Dry Creek Roseville
Fiscal County School School Elementary High
Year Wide Levy District District Schools Schools Total (a) 2013 1.0000 0.0370 0.0741 0.0535 0.0446 1.0995
2014 1.0000 0.0381 0.0706 0.0441 0.0514 1.1023
2015 1.0000 0.0379 0.0677 0.0457 0.0485 1.0989
2016 1.0000 0.0362 0.0666 0.0434 0.0454 1.0941
2017 1.0000 0.0376 0.0651 0.0436 0.0500 1.0988
2018 1.0000 0.0397 0.0701 0.0115 0.0521 1.0925
2019 1.0000 0.0190 0.0720 0.0101 0.0437 1.0774
2020 1.0000 0.0183 0.0712 0.0103 0.0477 1.0810
2021 1.0000 0.0053 0.0710 0.0098 0.0418 1.0706
2022 1.0000 0.0043 0.0753 0.0097 0.0350 1.0648
(a) Total Overlapping Rates uses an average of Eureka School District, Dry Creek School District and Roseville Elementary School Overlapping Rates
CITY OF ROSEVILLE
PROPERTY TAX RATES
DIRECT & OVERLAPPING GOVERNMENTS
Last Ten Fiscal Years
$0.000
$0.010
$0.020
$0.030
$0.040
$0.050
$0.060
$0.070
$0.080
2013 2014 2015 2016 2017 2018 2019 2020 2021 2022
Per Hundred $
Eureka School District Dry Creek School District Roseville Elementary Schools High Schools Source: Placer County Property Tax Information
https://www.placer.ca.gov/departments/auditor/property-tax 200
Percent of Percent of
Total City Total City
Taxable Taxable Taxable Taxable
Assessed Assessed Assessed Assessed
Property Owner Primary Land Use Rank Value Value Rank Value Value Roseville Shoppingtown LLC Shopping Center 1 463,396,368$ 1.76% 1 330,836,869$ 2.31% BREIT Wave MF SC Owner LLC Apartments 2 156,428,450 0.60% DC Roseville Owner LLC Office Building 3 102,349,468 0.39% DDR Creekside LP Commercial 4 97,992,712 0.37%
DA - 20A Ascent LLC Apartments 5 95,102,355 0.36%
Rosemeade Residential Holdings LLC Apartments 6 89,165,062 0.34% W2005 Fargo Hotels Pool C Realty LP Hotel 7 85,449,850 0.33% 3 87,497,560 0.61% PPF AHP OFF Parkway Corporate Plaza Owner Office Building 8 81,664,805 0.31% Harvest-USIV LLC & Harvest-USHII LLC Apartments 9 76,481,483 0.29% Roseville Fountains LP Shopping Center 10 74,838,928 0.29% 5 63,200,078 0.44% CW FBI Sacramento LLC Industrial 11 73,790,620 0.28%
Oakmont Properties – Creekside LLC Apartments 12 71,012,180 0.27% CPT Creekside Town Center LLC Shopping Center 13 70,808,429 0.27% 6 60,077,000 0.42% Southall Group Holdings LLC Industrial 14 64,490,838 0.25% Save Mart Portfolio Owner Fund V CA LLC Supermarket 15 62,425,159 0.24% BRE Sierra View Owner LLC Industrial 16 61,591,844 0.23% Safeway Inc. Commercial 17 55,368,978 0.21% 11 38,270,033 0.27% Walmart Stores Inc. Commercial 18 54,413,224 0.21% 9 46,237,979 0.32% Homarose LP Industrial 19 54,308,822 0.21%
Forest Cove 388 LLC Apartments 20 48,878,639 0.19%
Mourier Land Investment Corporation Office Building
Hewlett Packard Co. Industrial 2 127,794,526 0.89% Slate Creek Roseville LLC Apartments 4 78,209,289 0.55% UCM Caiprosemeade LLC Apartments 7 55,892,220 0.39% Timberpine Holdings LLC Industrial 8 47,500,000 0.33% John L. Sullivan Family LP Auto Dealership 10 44,692,023 0.31% Realty Associates Fund IX LP Apartments 12 35,700,000 0.25% NNN Parkway Corporate Plaza LLC Office Building 13 34,550,000 0.24% JB Management LP Shopping Center 14 33,443,155 0.23% Conam Highland Park LLC Apartments 15 33,062,664 0.23% Rreef America REIT II Corp. Office Building 16 32,600,000 0.23% Hines Summit at Douglas LP Office Building 17 31,050,000 0.22% Hines Douglas Corporate Center LP Office Building 18 31,000,000 0.22% Eureka Development Company LLC Shopping Center 19 30,972,725 0.22% Terraces At Highland Property Owner LLC Apartments 20 30,647,130 0.21% Total 1,939,958,214 7.39% 1,273,233,251 8.90% Fiscal Year: 2021-2022 2012-2013
Local Secured Assessed Valuation: 26,256,069,188 14,313,557,564 2022 2013
PRINCIPAL PROPERTY TAX PAYERS
Current Year and Nine Years Ago
Source: California Municipal Statistics, Inc.
201
Fiscal Year Total Tax
Ended Levy for
June 30 Fiscal Year Amount Percentage of Levy
2013 22,044,604 21,749,207 98.66%
2014 24,170,809 23,943,603 99.06%
2015 26,562,322 26,328,574 99.12%
2016 28,692,626 28,454,477 99.17%
2017 30,888,183 30,650,344 99.23%
2018 33,112,938 32,881,148 99.30%
2019 35,949,987 35,709,122 99.33%
2020 39,271,409 38,729,463 98.62%
2021 42,188,818 41,859,745 99.22%
2022 45,487,115 45,123,218 99.20%
Notes:
Current tax collections beginning in 1993 have been reduced by a mandatory tax reallocation imposed by the State of California.
Placer County uses an estimate for the delinquency rate and compiles delinquency as a lump sum.
Subsequent collections are not broken out by fiscal year from the County. This information is not available.
Collected within the
Fiscal Year of the Levy
CITY OF ROSEVILLE
PROPERTY TAX LEVIES AND COLLECTIONS
Last Ten Fiscal Years
$0
$5,000,000
$10,000,000
$15,000,000
$20,000,000
$25,000,000
$30,000,000
$35,000,000
$40,000,000
$45,000,000
$50,000,000
2013 2014 2015 2016 2017 2018 2019 2020 2021 2022
Total Tax Levy Total Tax Collections
Source: Placer County
202
Rank Business Type (a) kWh
Percent Total
kWh Revenue
Percent of Total
Revenue
1 Manufacturing 76,613,000 6.67% $7,687,668 4.62%
2 Government and Utilities 40,763,346 3.55% $5,491,067 3.30% 3 Medical Care 33,244,580 2.89% $4,120,617 2.48%
4 Admin/Office/R&D 32,634,000 2.84% $3,514,932 2.11% 5 Medical Care 26,744,636 2.33% $3,160,469 1.90%
6 Retail and Property Management 12,994,050 1.13% $1,786,555 1.07% 7 Information Technology and Services 11,349,000 0.99% $1,230,239 0.74% 8 Grocery 9,071,101 0.79% $1,208,178 0.73%
9 Elementary and Secondary Schools 7,293,375 0.63% $1,077,119 0.65% 10 Retail 9,049,197 0.79% $1,061,610 0.64%
Electric Sales Revenue as of June 30, 2022
Residential 78,648,000$
Commercial 87,601,000
Total 166,249,000$
(a) Customer's name not shown to follow the City's Administrative Regulation regarding confidentiality of customers.
CITY OF ROSEVILLE
ELECTRIC CUSTOMERS AND REVENUES
Ten Largest Electric Customers as of June 30, 2022
Source: City of Rosevile Electric Department
203
Residential
Basic Service Charge (per meter, per month)
Energy Charge ($/kWh)
Tier 1- up to 500 kWh/month
Tier 2- greater than 500 kWh/month
Renewable Energy Surcharge ($/kWh)
Greenhouse Gas Surcharge ($/kWh)
Hydroelectric Adjustment ($/kWh) (1)
State Energy Surcharge ($/kWh)
Rates are prorated.
Solar Customer Buyback Rate
Net Energy Metering (2)
Surplus Energy Compensation Rate ($/kWh)
Roseville Solar 2.0 (3)
Surplus Energy Compensation Rate ($/kWh)
Special Residential Rates
Electric Rate Assistance Program
Residents meeting certain income criteria may be eligible for a 15% discount on electric service.
Medical Rate Assistance Program
Residents Meeting certain income and medican device use criteria may be eligible for a 50% discount on the first 500 kWh and 15% on all other kWh electric usage.
Medical Notification Program
Residents can notify the City of Roseville of the residential use of essential medical support equipment.
This program allows the City to comply with the California Public Utility code 10010.
NOTES
1) There is a hydroelectric adjustment in effect from September 2021 through June 2022. 2) Rate closed October 1, 2018. Surplus energy compensation rates are subject to revision by City Council as energy prices and system requirements change.
3) The State of California allows electric utilities to implement a new solar buyback rate once solar exceeds 5% of the utility’s system peak.
Roseville Electric Utility now exceeds 5% solar. Per the City of Roseville Municipal Code, beginning October 1, 2018 customers will be enrolled in Roseville Solar 2.0. This change will not affect customers who installed solar before October 1, 2018 until 2028. Net Energy Metering customers will continue with net energy metering for up to 20 years (10 minimum) from the date of system interconnection.
Surplus energy compensation rates are subject to revision by City Council as energy prices and system requirements change.
CITY OF ROSEVILLE
RESIDENTIAL ENERGY PRICES
Effective January 1, 2022
$28.00
$0.0931
$0.0598
$0.0959
$0.1452
$0.0056
$0.0002
$0.00507
$0.00030
Source: City of Roseville Electric Department
204
Small General Service (GS-1) Summer
(Demand < 20 kW)
Basic Service Charge (per meter, per month) $41.00 $41.00 Energy Charge ($/kWh) $0.0995 $0.1156
Renewable Energy Surcharge ($/kWh) $0.0056 $0.0056
Greenhouse Gas Surcharge ($/kWh) $0.0002 $0.0002
Hydroelectric Adjustment ($/kWh) $0.00507 $0.00507
State Energy Surcharge ($/kWh) $0.00030 $0.00030
Medium General Service (GS-2) Summer
(20 kW < Demand ≤ 500 kW)
Basic Service Charge (per meter, per month) $65.00 $65.00 Demand Charge($/kW-month) $6.16 $6.16
Energy Charge ($/kWh) $0.1047 $0.1258
Renewable Energy Surcharge ($/kWh) $0.0056 $0.0056
Greenhouse Gas Surcharge ($/kWh) $0.0002 $0.0002
Hydroelectric Adjustment ($/kWh) $0.00507 $0.00507
State Energy Surcharge ($/kWh) $0.00030 $0.00030
Optional GS-2 TOU Medium General Service
Large General Service (GS-3) Summer
(500 kW < Demand ≤ 1000 kW)
Basic Service Charge (per meter, per month) $541.00 $541.00 Demand Charge ($/kW-month) $6.60 $11.57
Energy Charge
Off Peak ($/kWh) $0.0699 $0.0913
On Peak ($/kWh) $0.0913 $0.1125
Super Peak ($/kWh) $0.0913 $0.1444
Renewable Energy Surcharge ($/kWh) $0.0056 $0.0056
Greenhouse Gas Surcharge ($/kWh) $0.0002 $0.0002
Hydroelectric Adjustment ($/kWh) $0.00507 $0.00507
State Energy Surcharge ($/kWh) $0.00030 $0.00030
Very Large General Service (GS-4) Summer
(Demand > 1000 kW)
Basic Service Charge (per meter, per month) $616.00 $616.00 Demand Charge ($/kW-month) $6.71 $11.51
Energy Charge
Off Peak ($/kWh) $0.0691 $0.0901
On Peak ($/kWh) $0.0884 $0.1094
Super Peak ($/kWh) $0.0884 $0.1432
Renewable Energy Surcharge ($/kWh) $0.0056 $0.0056
Greenhouse Gas Surcharge ($/kWh) $0.0002 $0.0002
Hydroelectric Adjustment ($/kWh) $0.00507 $0.00507
State Energy Surcharge ($/kWh) $0.00030 $0.00030
Time of Use (TOU) seasons, days, hours, holidays:
Winter - October through May // Summer - June through September Off Peak: 10:00pm to 7:00am Monday through Friday (Except Holidays) All Day Saturday, Sunday, and Holidays
On Peak: 7:00am to 4:00pm AND 7:00pm to 10:00pm Monday through Friday (Except Holidays)
Super Peak: 4:00pm to 7:00pm Monday through Friday (Except Holidays) Holidays are defined as: New Years Day, Martin Luther King Day, Presidents' Day, Memorial Day, Labor Day, Columbus Day, Veterans' Day, Thanksgiving Day, and Christmas Day.
There is a hydroelectric adjustment in effect from September 2021 through June 2022.
The California State Energy Surcharge may change from time to time as specified in State law.
A 2% discount is available for primary service customers.
Rates are prorated.
Winter
Note: General Service Customers include all commercial, industrial, governmental and other non-residential customers.
CITY OF ROSEVILLE
BUSINESS ENERGY PRICES
Effective January 1, 2022
Winter
Winter
Winter
Source: City of Roseville Electric Department
205
Percentage of
Certificates of Tax Installment Total Certificates Total Total Placer County Debt Fiscal of Allocation Purchase Capital Governmental of Revenue Business-Type Primary Total Personal Per Year Participation [d] Bonds [c] Obligations Lease Leases Loans Activities Participation Bonds Leases Loans Activities Government [e] Income [a] Capita [a] 2013 - - 1, 234,286 - 11, 549,031 - 12, 783,317 237, 460,076 337, 680,087 4, 775,578 - 579, 915,741 592, 699,058 2. 85% 4,770 2014 - - - - 10, 670,247 4, 059,175 14, 729,422 175, 923,926 380, 082,084 4, 344,960 - 560, 350,970 575, 080,392 2. 61% 4,530 2015 - - - 69, 007 9, 874,685 4, 045,820 13, 989,512 150, 053,467 385, 334,824 3, 945,831 - 539, 334,122 553, 323,634 2. 60% 4,295 2016 - - - 34, 928 24, 347,067 4, 030,681 28, 412,676 152, 649,025 368, 091,795 3, 538,160 - 524, 278,980 552, 691,656 2. 34% 4,122 2017 - - - - 23, 272,775 4, 013,624 27, 286,399 138, 472,975 363, 175,852 3, 123,170 - 504, 771,997 532, 058,396 2. 15% 3,916 2018 - - - - 24, 823,067 3, 981,145 28, 804,212 133, 923,531 363, 838,283 - - 497, 761,814 526, 566,026 1. 92% 3,838 2019 14,455,822 - - - 8, 795,122 3, 964,079 27, 215,023 129, 546,859 347, 567,126 - - 477, 113,985 504, 329,008 1. 61% 3,612 2020 14,163,014 - - - 7, 482,335 3, 469,049 25, 114,398 88, 959,644 [ f] 327,768,646 - - 416, 728,290 441, 842,688 1. 08% 3,044 2021 13,860,206 - - - 6, 143,935 3, 469,049 23, 473,190 85, 802,679 206, 045,926 - 4, 344,362 296, 192,967 319, 666,157 1. 02% 2,176 2022 13,542,398 - - - 4,777,987 - 18, 320,385 82, 515,715 183, 892,263 - 31, 851,283 298, 259,261 316, 579,646 [ b] 2,096 [a] These ratios are calculated using personal income and population as shown on the Demographics and Economic Statistics schedule. [b] Total personal income information is not available. [c] The Redevelopment Agency was dissolved effective January 31, 2012 and its liabilities were assumed by the Successor Agency. [d] In 2013 the Certificates of Participation were refunded by the 2013 Public Facilities Refunding lease. [e] Long term debt was restated in fiscal year 2014; statistics prior to 2014 have not been restated. [f] Decrease mostly caused by electric fund debt paydown of $36 million and wastewater debt refunding of $38.3 million with revenue bonds.
Sources: The City's Annual Comprehensive Financial Reports State of California, Department of Finance (population) U.S. Department of Commerce, Bureau of Economic Analysis - Local Data (personal income)
CITY OF ROSEVILLE
RATIO OF OUTSTANDING DEBT BY TYPE
Last Ten Fiscal Years
Governmental Activities Business-Type Activities
206
Fiscal Tax Increment Total
Year Revenue (2) Principal Interest Debt Service Coverage 2015 3,566,262$ -$ 132,646$ 132,646$ 26.89 2016 2,692,154 (3) 435,000 390,688 825,688 3.26 2017 5,263,766 435,000 378,363 813,363 6.47
2018 3,534,361 445,000 365,063 810,063 4.36
2019 3,723,819 465,000 343,463 808,463 4.61
2020 3,959,041 485,000 319,379 804,379 4.92
2021 3,280,510 505,000 302,713 807,713 4.06
2022 2,595,354 525,000 277,552 802,552 3.23
Notes: (1) Ten years of data are not available due to the bonds being issued on September 9, 2014 (2) Amounts reported include tax revenue and debt service of the Successor Agency. (3) Restated
CITY OF ROSEVILLE
2014 REDEVELOPMENT PROJECT TAX ALLOCATION BONDS
Last Eight Fiscal Years(1)
Debt Service Requirements
$-
$1,000,000
$2,000,000
$3,000,000
$4,000,000
$5,000,000
$6,000,000
2015 2016 2017 2018 2019 2020 2021 2022
Tax Increment Revenue (2) Total Debt Service
Source: City of Roseville's Annual Financial Statments 207
Fiscal Tax Increment Total
Year Revenue (2) Principal Interest Debt Service Coverage 2017 5,263,766$ -$ 703,884$ 703,884 7.48 2018 3,534,361 340,000 738,037 1,078,037 3.28 2019 3,723,819 395,000 733,439 1,128,439 3.30 2020 3,959,041 410,000 727,603 1,137,603 3.48 2021 3,280,510 415,000 721,408 1,136,408 2.89 2022 2,595,354 415,000 711,749 1,126,749 2.30 Notes: (1) Ten years of data are not available due to the bonds being issued on July 19, 2016 (2) Amounts reported include tax revenue and debt service of the Successor Agency.
CITY OF ROSEVILLE
2016 REDEVELOPMENT PROJECT TAX ALLOCATION BONDS
Last Six Fiscal Years (1)
Debt Service Requirements
$-
$1,000,000
$2,000,000
$3,000,000
$4,000,000
$5,000,000
$6,000,000
2017 2018 2019 2020 2021 2022
Tax Increment Revenue (2) Total Debt Service
Source: City of Roseville's Annual Financial Statements 208
2021-2022 Assessed Valuation: $27,056,527,601
City's Share
Total Debt of Debt
6/30/2022 % Applicable (1) 6/30/2022
OVERLAPPING TAX AND ASSESSMENT DEBT:
Sierra Joint Community College District SFID No. 4 $158,510,000 34.683% $54,976,023 Roseville Joint Union High School District 117,367,939 76.346% 89,605,727 Roseville Joint Union High School District SFID No. 1 64,294,369 98.710% 63,464,972 Center Joint Unified School District 92,853,699 9.866% 9,160,946 Rocklin Unified School District 33,404,703 0.391% 130,612 Dry Creek Joint School District 26,534,311 55.899% 14,832,415 Eureka Union School District 105,670 35.027% 37,013
Roseville City School District 10,609,759 97.350% 10,328,600 City of Roseville Community Facilities Districts 425,496,000 100.000% 425,496,000 City of Roseville Placer Valley Sports Complex & Tourism Marketing - Assessment District 34,260,000 100.000% 34,260,000
California Statewide Communities Development Authority - Assessment Districts 19,958,120 100.000% 19,958,120
TOTAL OVERLAPPING TAX AND ASSESSMENT DEBT $722,250,428
DIRECT AND OVERLAPPING GENERAL FUND DEBT:
Placer County General Fund Obligations $85,380,000 30.089% $25,689,988 Placer County Office of Education Certificates of Participation 245,000 30.089% 73,718 Sierra Joint Community College District Certificates of Participation 1,189,000 22.948% 272,852 Roseville Joint Union High School District Certificates of Participation 61,150,000 76.346% 46,685,579 Rocklin Unified School District General Fund Obligations 20,226,000 0.391% 79,084 Eureka Union School District Certificates of Participation 2,290,000 35.027% 802,118 Roseville City School District General Fund Obligations 7,520,000 97.350% 7,320,720 Placer Mosquito and Vector Control District General Fund Obligations 2,133,000 30.089% 641,798 City of Roseville General Fund Obligation 17,652,988 100.000% 17,652,988 City of Roseville Debt Premium 695,206 100.000% 695,206 City of Roseville Successor Agency Loan 3,469,049 100.000% 3,469,049 TOTAL DIRECT AND OVERLAPPING GENERAL FUND DEBT $103,383,100 OVERLAPPING TAX INCREMENT DEBT (Successor Agency): $26,990,000 100.000% $26,990,000 TOTAL DIRECT DEBT $21,817,243
TOTAL OVERLAPPING DEBT 830,806,285
COMBINED TOTAL DEBT $852,623,528 (2)
(1) The percentage of overlapping debt applicable to the city is estimated using taxable assessed property value.
Applicable percentages were estimated by determining the portion of the overlapping district's assessed value that is within the boundaries of the city divided by the district's total taxable assessed value. (2) Excludes tax and revenue anticipation notes, enterprise revenue, mortgage revenue and non-bonded capital lease obligations.
Ratios to 2021-2022 Assessed Valuation:
Total Overlapping Tax and Assessment Debt 2.67%
Total Direct Debt ($21,817,243) 0.08%
Combined Total Debt 3.15%
Ratios to Redevelopment Successor Agency Incremental Valuation ($1,094,042,386):
Total Overlapping Tax Increment Debt 2.47%
CITY OF ROSEVILLE
COMPUTATION OF DIRECT AND OVERLAPPING DEBT
June 30, 2022
Source: California Municipal Statistics, Inc.
209
ASSESSED VALUATION:
Secured property assessed value, net of
exempt real property $26,256,069,188
BONDED DEBT LIMIT (3.75% OF ASSESSED VALUE) (a) $984,602,595 AMOUNT OF DEBT SUBJECT TO LIMIT:
Total Bonded Debt $284,728,363
Less bonded debt not subject to limit (284,728,363)
Amount of debt subject to limit -
LEGAL BONDED DEBT MARGIN $984,602,595
Total net debt
Total Net Debt Legal applicable to the limit
Fiscal Debt Applicable to Debt as a percentage
Year Limit Limit Margin of debt limit
2011 567,178,798$ -$ 567,178,798$ 0.00% 2012 560,837,192 - 560,837,192 0.00% 2013 536,758,408 - 536,758,408 0.00% 2014 578,172,662 - 578,172,662 0.00% 2015 624,626,766 - 624,626,766 0.00% 2016 672,531,992 - 672,531,992 0.00% 2017 717,170,366 - 717,170,366 0.00% 2018 760,269,304 - 760,269,304 0.00% 2019 815,306,847 - 815,306,847 0.00% 2020 873,200,181 - 873,200,181 0.00% 2021 924,988,530 - 924,988,530 0.00% 2022 984,602,595 - 984,602,595 0.00% (a) California Government Code, Section 43605 sets the debt limit at 15%.
The Code section was enacted prior to the change in basing assessed value to full market value when it was previously 25% of market value. Thus, the limit shown as 3.75% is one-fourth the limit to account for the adjustment of showing assessed valuation at full cash value.
CITY OF ROSEVILLE
COMPUTATION OF LEGAL BONDED DEBT MARGIN
June 30, 2022
Source: City of Roseville Finance Department
210
CITY OF ROSEVILLE
DEMOGRAPHIC AND ECONOMIC STATISTICS
Last Ten Fiscal Years
County
Total County City of
City of Personal Per Capita Roseville Placer City
Fiscal Roseville Income Personal Unemployment County Population Year Population (in thousands) Income Rate (%) Population % of County 2013 124,255 20,174,068 54,924 7.5% 357,463 34.76% 2014 126,956 21,182,771 55,000 6.5% 366,000 34.69% 2015 128,832 21,240,299 57,000 5.3% 369,454 34.87% 2016 134,073 22,741,453 59,000 4.5% 373,796 35.87% 2017 135,868 24,527,289 63,000 3.8% 382,837 35.49% 2018 137,213 26,223,081 67,000 3.0% 389,532 35.23% 2019 139,643 27,459,330 69,000 3.5% 396,691 35.20% 2020 145,163 29,470,903 73,000 3.0% 403,711 35.96% 2021 146,875 31,184,538 77,000 5.5% 404,994 36.27% 2022 151,034 (a) (a) 2.8% 409,025 36.93%
(a) Information not available
0 50,000
100,000
150,000
200,000
250,000
300,000
350,000
400,000
450,000
2013 2014 2015 2016 2017 2018 2019 2020 2021 2022
City Population Placer County Population
Source: Estimates obtained from the California Department of Finance and the estimates from Placer County ACFR 211
Employer
Number of
Employees Rank
Percentage of
Total City
Employees
Number of
Employees Rank
The Kaiser Permanente Medical Group &
Foundation Group 5,900 1 6.39% 3,724 1 PRIDE Industries 5,432 2 5.89% 1,021 7 Sutter Health Roseville Medical Group 3,361 3 3.64% 1,654 3 Adventist Health 1,500 4 1.63%
City of Roseville 1,277 5 1.38% 1,254 5 Union Pacific Railroad Company 1,150 6 1.25% 1,168 6 Roseville City School District 1,133 7 1.23%
Roseville Joint Union High School 1,005 8 1.09% 1,299 4 Penumbra 600 9 0.65%
Consolidated Communications 507 10 0.55%
Hewlett-Packard 0.00% 3,200 2
Roseville Elementary School District 929 8
Walmart (2 Stores) 790 9
Telefunken Semiconductors America 600 10
Subtotal 21,865 23.69% 15,639
Total Employment 92,281 (a) 55,604
(a) Total Employment as used above represents the estimated total employment of all employees located within the City limits.
2022 2013
CITY OF ROSEVILLE
PRINCIPAL EMPLOYERS
Current Year and Nine Years Ago
Source: Roseville Chamber of Commerce and Self reported by employers 212
Source: City of Roseville Annual Budget
2013 2014 2015 (b) 2016 2017 2018 2019 2020 2021 2022 (c) Function
General Government 190.14 180.10 179.81 183.11 187.98 150.23 158.73 168.23 169.73 150.23 Public Safety 324.59 327.42 313.00 316.00 317.00 315.50 317.00 321.00 327.00 331.00 Public Works 105.17 73.18 67.50 71.50 71.50 110.75 108.75 110.25 112.25 117.50 Development and Operations (a) 14.00 70.26 71.00 72.00 74.00 75.00 82.00 83.00 83.75 89.00 Park, Recreation & Libraries 262.00 274.61 121.50 122.50 124.50 122.50 114.50 114.50 116.50 125.50 Environmental Utilities 217.82 219.14 207.50 222.25 223.75 227.75 226.75 244.75 255.00 270.00 Electric 140.36 141.09 142.00 149.00 150.00 149.00 153.00 154.00 156.00 193.75 Total 1,254.08 1,285.80 1,102.31 1,136.36 1,148.73 1,150.73 1,160.73 1,195.73 1,220.23 1,276.98 (a) Community Development was renamed to Development and Operations in fiscal year 2014. (b) Decrease in FTE for FY14-15 is due to no longer including FTEs attributable to temporary part-time staff. (c) Decrease in General Government and increase in Electric due to transfer of utility billing staff to Electric Department Adopted for Fiscal Year Ended June 30,
CITY OF ROSEVILLE
FULL-TIME EQUIVALENT CITY EMPLOYEES BY FUNCTION
Last Ten Fiscal Years
0 50
100
150
200
250
300
350
2013 2014 2015 (b) 2016 2017 2018 2019 2020 2021 2022 (c) General Government Public Safety Public Works
Development and Operations (a) Park, Recreation & Libraries Environmental Utilities Electric
213
Fiscal Year
Function/Program 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 Public safety:
Fire:
Number of Haz-Mat alarms responded 201 214 228 204 224 239 278 232 218 200 Number of medical emergencies responded 9,045 9,995 11,015 10,694 10,545 10,993 11,078 10,835 11,124 12,285 Total calls for service 10,936 12,163 13,286 12,828 16,756 16,553 17,109 17,010 17,311 19,127 Police:
Law violations: (Note 2)
Physical arrests (adult and juvenile) 4,647 4,321 3,295 4,057 3,734 4,554 4,061 4,417 4,297 3,132 Traffic citations 4,470 2,207 1,839 2,702 3,036 4,187 3,180 4,024 3,386 2,343 Public works (Note 4):
Total building permits issued 4,131 5,796 5,715 5,854 6,226 6,387 6,621 5,744 7,277 7,449 Total square feet of street maintenance performed 4,275,981 4,452,658 1,971,986 3,468,666 12,190,840 1,564,362 2,866,227 2,713,778 880,033 3,035,171 Park and recreation (Note 3):
Community services:
Total attendance in Youth/Adult/Senior programs 224,339 233,598 240,576 246,331 209,619 213,916 210,091 133,900 70,215 206,512 Total attendance at aquatic facilities 291,407 324,918 357,064 316,994 428,744 451,127 467,324 276,413 163,447 298,852 Library (Note 1):
Number of materials checked out (Note 3) 1,194,909 1,273,880 1,252,039 1,306,844 1,339,684 1,221,101 1,149,134 975,554 948,772 1,183,830 Water:
Average daily consumption (in million gallons) 30.20 28.00 23.01 20.70 23.25 25.77 25.40 26.96 29.28 26.46 Number of backflow devices tested 3,862 4,520 4,854 5,093 5,183 5,200 5,054 4,999 5,053 5,440 Number of meters sold 770 569 824 848 1,044 1,100 914 1,432 1,222 1,714 Wastewater:
Number of miles of sewer mains flushed 271 335 284 266 294 283 273 264 296 289 % of preventative work order hours 0 35.8% 41.3% 38.4% 46.4% 45.7% 48.1% 47.9% 43.5% 51.1% Solid waste:
Tons of solid waste collected 87,946 92,101 94,308 101,794 117,594 115,548 139,501 139,061 139,683 145,499 Notes:
1 - The Library totals include Downtown Library, Maidu Library and Riley Library. The libraries were closed on Fridays between FY18 and FY19. 4 - Total building permits issued increase was due to an increase in new home production. Total square feet of street maintenance performed: FY21 numbers were lower due to a large decrease in contract work performed.
2 - The City restated Police law violations number for FY16 and FY17.
CITY OF ROSEVILLE
OPERATING INDICATORS BY FUNCTION/PROGRAM
Last Ten Fiscal Years
3 - FY21 numbers impacted by COVID-19 pandemic restrictions and resulting staffing shortages in Parks & Rec aquatic facilities and community Source: City of Roseville Department Staff
214
Fiscal Year
Function/Program 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 Public safety:
Fire stations 8 8 8 8 8 8 8 8 8 8
Police stations 1 1 1 1 1 1 1 1 1 1
Number of Police patrol vehicles (Note 1) 61 64 67 77 91 88 93 97 99 99 Public works:
Miles of streets 440 440 458 465 470 478 480 485 498 514 Number of traffic signals 167 167 171 175 180 183 187 188 189 191 Park and recreation: (Note 2)
Community services:
Golf courses (18 holes) 2 2 2 2 2 2 2 2 2 2
Parks 63 66 66 66 68 71 72 76 79 81
Open Spaces/Preserves 3,720 3,730 3,801 3,801 3,895 3,910 3,910 3,910 3,910 3,913 Recreation Facilities (Community Centers and Pools) 7 7 7 7 7 7 7 7 7 9 Libraries 3 3 3 3 3 3 3 3 3 3
Adventure Clubs 17 17 17 17 18 18 18 19 19 20
Water:
Miles of water mains 570 570 583 592 608 621 635 650 681 690 Fire hydrants 4,545 4,545 4,654 4,735 4,763 5,007 5,087 5,212 5,443 5,526 Wastewater:
Miles of sanitary sewers 487 491 497 505 517 529 542 552 577 586 Miles of storm drain 351 344 353 366 372 381 390 401 421 428 Solid waste:
Number of new residential
refuse customers 768 475 601 787 822 1,068 926 859 1,054 1,612 Electric:
Number of residential customers 48,387 49,013 49,851 50,784 51,638 52,789 53,868 54,687 56,549 58,359 Number of commercial customers 6,561 6,666 6,673 6,700 6,759 6,812 6,884 6,975 7,059 7,133
CITY OF ROSEVILLE
CAPITAL ASSET STATISTICS BY FUNCTION/PROGRAM
Last Ten Fiscal Years
added as it is a city-owned asset and the numbers continue to grow.
Centers and Pools) and Open Spaces/Preserves replaced Miles of Creek, which are a part of the open spaces and preserves. Adventure Club buildings have been 2 - In FY20-21 Parks, Recreation, & Libraries Department changed the line items to be more relevant. Parks were separated from Recreation Facilities (Community 1 - Prior to FY16-17, the City only reported active patrol cars. In FY16-17 the City began reporting active patrol vehicles, which includes all police department vehicles that are patrolling the streets in one fashion or another, whether undercover, a community services officer, an animal control officer, or a citizen on patrol volunteer. No additional cars were purchased in FY16-17.
Notes:
Source: City of Roseville Department Staff
215
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216
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CITY OF ROSEVILLE, CALIFORNIA
SINGLE AUDIT REPORT
JUNE 30, 2022
CITY OF ROSEVILLE, CALIFORNIA
SINGLE AUDIT REPORT
JUNE 30, 2022
TABLE OF CONTENTS
Page
Number
Independent Auditors’ Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards ...................................................................... 1
Independent Auditors’ Report on Compliance for Each Major Program and on Internal Control Over Compliance; and Report on Schedule of Expenditures of Federal Awards Required by the Uniform Guidance ........................................................................................ 3
Schedule of Expenditures of Federal Awards for the
Fiscal Year Ended June 30, 2022 ........................................................................................................ 6
Notes to the Schedule of Expenditures of Federal Awards .................................................................... 7
Schedule of Findings and Questioned Costs for the
Fiscal Year Ended June 30, 2022 ........................................................................................................ 8
Summary Schedule of Prior Year Findings and Questioned Costs for the Fiscal Year Ended June 30, 2021 ...................................................................................................... 10
1611 E. Fourth Street, Suite 200
Santa Ana, CA 92701
(714) 569-1000
203 N. Brea Blvd, Suite 203
Brea, CA 92821
(714) 672-0022
21 Waterway Avenue, Suite 30089
The Woodlands, TX 77380
(936) 828-4587
2151 River Plaza Dr., Suite 150
Sacramento, CA 95833
(916) 503-9691
24422 Avenida de la Carlota, Suite 275
Laguna Hills, CA 92653
(949) 829-8299
www.lslcpas.com
INDEPENDENT AUDITORS’ REPORT ON INTERNAL CONTROL
OVER FINANCIAL REPORTING AND ON COMPLIANCE AND OTHER MATTERS
BASED ON AN AUDIT OF FINANCIAL STATEMENTS PERFORMED IN ACCORDANCE
WITH GOVERNMENT AUDITING STANDARDS
To the Honorable Mayor and Members of the City Council
City of Roseville, California
We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the fin ancial statements of the governmental activities, the business-type activities, each major fund, and the aggregate remaining fund information of the City of Roseville, California (the “City”), as of and for the year ended June 30, 2022, and the related notes to the financial statements, which collectively comprise the City’s basic financial statements, and have issued our report thereon dated March 7, 2023.
Report on Internal Control over Financial Reporting
In planning and performing our audit of the financial statements, we considered the City’s internal control over financial reporting (internal control) as a basis for desi gning audit procedures that are appropriate in the circumstances for the purpose of expressing our opinions on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the City’s internal control. Accordingly, we do not express an opinion on the effectiveness of the City’s internal control.
A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements, on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control, such that ther e is a reasonable possibility t hat a material misstatement of the entity’s financial statements will not be prevented, or detected and cor rected, on a timely basis. A significant deficiency is a deficiency, or a combinati on of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance.
Our consideration of internal c ontrol was for the limited purpo se described in the first paragraph of this section and was not designed to i dentify all deficiencies in internal control that might be material weaknesses or, significant defic iencies. Given these limitation s, during our audit we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses or significant deficiencies may exist that were not identified.
Report on Compliance and Other Matters
As part of obtaining reasonable assurance about whether the Cit y’s financial statements are free from material misstatement, we performed tests of its compliance wit h certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect on the financial statements. However, providing an opinion on complian ce with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are require d to be reported under Government Auditing Standards.
To the Honorable Mayor and Members of the City Council
City of Roseville, California
Purpose of this Report
The purpose of this report is solely to describe the scope of o ur testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the City’s internal control or on compliance. This report i s an integral part of an audit performed in accordance with Government Auditing Standards in considering the City’s internal control and compliance. Accordingly, this communication is not suitable for any other purpose.
Sacramento, California
March 7, 2023
2 1611 E. Fourth Street, Suite 200
Santa Ana, CA 92701
(714) 569-1000
203 N. Brea Blvd, Suite 203
Brea, CA 92821
(714) 672-0022
21 Waterway Avenue, Suite 30089
The Woodlands, TX 77380
(936) 828-4587
2151 River Plaza Dr., Suite 150
Sacramento, CA 95833
(916) 503-9691
24422 Avenida de la Carlota, Suite 275
Laguna Hills, CA 92653
(949) 829-8299
www.lslcpas.com
INDEPENDENT AUDITORS’ REPORT O
N COMPLIANCE FOR EACH MAJOR PROGRAM
AND ON INTERNAL CONTROL OVER COMPLIANCE AND REPORT ON SCHEDULE OF
EXPENDITURES OF FEDERAL AWARDS REQUIRED BY THE UNIFORM GUIDANCE To the Honorable Mayor and Members of the City Council
City of Roseville, California
Report on Compliance for Each Major Federal Program
Opinion on Each Major Federal Program
We have audited the City of Rose ville California (the “City”)’s compliance with the types of compliance requirements identified as subject to audit in the OMB Compliance Supplement that could have a direct and material effect on each of the City’s major federal programs fo r the year ended June 30, 2022. The City’s major federal programs are identified in the summary of auditor ’s results section of the accompanying schedule of findings and questioned costs.
In our opinion, the City complied, in all material respects, with the types of compliance requirements referred to above that could have a direct and material effect on each o f its major federal programs for the year ended June 30, 2022.
Basis for Opinion on Each Major Federal Program
We conducted our audit of compliance in accordance with auditing standards generally accepted in the United States of America; the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States; and the audit requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance). Our respon sibilities under those standards and the Uniform Guidance are further described in the Auditor’s Responsibilities for the Audit of Compliance section of our report.
We are required to be independent of the City and to meet our other ethical responsibilities, in accordance with relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinio n on compliance for each major federal program. Our audit does not provide a legal determination of th e City’s compliance with the compliance requirements referred to above.
Responsibilities of Management for Compliance
Management is responsible for compliance with the requirements referred to above and for the design, implementation, and maintenance of effective internal control o ver compliance with the requirements of laws, statutes, regulations, rules, and provisions of contracts or grant agreements applicable to the City’s federal programs.
To the Honorable Mayor and Members of the City Council
City of Roseville, California
Auditor’s Responsibilities for the Audit of Compliance
Our objectives are to obtain reasonable assurance about whether material noncompliance with the compliance requirements referred to above occurred, whether due to fraud or error, and express an opinion on the City’s compliance based on our audit. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with generally accepted auditing standards, Government Auditing Standards , and the Uniform Guidance will always detect material noncompliance w hen it exists. The risk of not d etecting material noncompliance resulting from fraud is higher than for that resulting from error, as fra ud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal cont rol. Noncompliance with the compliance requirements referred to above is considered material if there is a substantial likelihood that, individually or in the aggregate, it would influence the judgment made by a rea sonable user of the report on compliance about the City’s compliance with the requirements of each major federal program as a whole.
In performing an audit in accordance with GAAS, Government Auditing Standards , and the Uniform Guidance, we:
Exercise professional judgment and maintain professional skept icism throughout the audit.
Identify and assess the risks of material noncompliance, wheth er due to fraud or error, and design and perform audit procedures responsive to those risks. Such p rocedures include examining, on a test basis, evidence regarding the City’s compliance with the compliance requirements referred to above and performing such other procedures as we considered necessary in the circumstances.
Obtain an understanding of the City’s internal control over compliance relevant to the audit in order to design audit procedures that are appropriate in the circumstances and to test and report on internal control over compliance in accordance with the Uniform Guidance, but not for the purpose of expressing an opinion on the effectiveness of the City’s int ernal control over compliance.
Accordingly, no such opinion is expressed.
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and any significant deficiencies and material weaknesses in internal control over compliance that we identified during the audit.
Other Matters
The results of our auditing procedures disclosed instances of n oncompliance which are required to be reported in accordance with the Uniform Guidance and which are described in the accompanying schedule of findings and questioned costs as item 2022-001. Our opinion on each major federal program is not modified with respect to these matters.
Government Auditing Standards requires the auditor to perform limited procedures on the City’s response to the noncompliance findings identified in our audit described in the accompanying schedule of findings and questioned costs. The City’s response was not subj ected to the other auditing procedures applied in the audit of compliance and, accordingly, we express no opinion on the response
Report on Internal Control over Compliance
Our consideration of internal control over compliance was for the limited purpose described in the Auditor’s Responsibilities for the Audit of Compliance section above and was not designed to identify all deficiencies in internal control over compliance that might be material weaknesses or significant deficiencies in internal control over compliance and therefore, material weaknesses or significant deficiencies may exist that were 4 To the Honorable Mayor and Members of the City Council City of Roseville, California
not identified. However, as discussed below, we did identify on e deficiency in internal control over compliance that we consider to be a significant deficiency.
A deficiency in internal control over compliance exists when the design or operation of a control over compliance does not allow management or employees, in the norma l course of performing their assigned functions, to prevent, or detect and correct, noncompliance with a type of compliance requirement of a federal program on a timely basis. A material weakness in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance, such that there is a reasonable possibility that material noncompliance with a type of compliance requirement of a federal program will not be prevented, or detected and corrected, on a timely basis. A significant deficiency in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance with a type of compliance requirement of a federal program that is less severe than a material weakness in internal control over compliance, yet important enough to merit attentio n by those charged with governance. We consider the deficiency in internal control over compliance des cribed in the accompanying schedule of findings and questioned costs as item 2022-001 to be significant a deficiency.
Our audit was not designed for the purpose of expressing an opinion on the effectiveness of internal control over compliance. Accordingly, no such opinion is expressed.
Government Auditing Standards requires the auditor to perform limited procedures on the City ’s response to the internal control over compliance findings ident ified in our audit described in the accompanying schedule of findings and questioned costs. The City’s response was not subjected to the other auditing procedures applied in the audit of compliance and, accordingly, we express no opinion on the response.
Report on Schedule of Expenditures of Federal Awards Required by the Uniform Guidance
We have audited the financial statements of the governmental activities, the business-type activities, each major fund, and the aggregate rema ining fund information of the City, as of and for the year ended June 30, 2022, and the related notes to the financial statement s, which collectively comprise the City’s basic financial statements. We issued our report thereon dated March 7, 2023, which contained unmodified opinions on those financial statements. Our audit was performed for the purpose of forming opinions on the financial statements that collectively comprise the basic financial statements. The accompanying schedule of expenditures of federal awards is presented for purposes of additional analysis as required by the Uniform Guidance and is not a required part of the basic financ ial statements. Such information is the responsibility of management and was derived from and relates d irectly to the underlying accounting and other records used to prepare the basic financial statements. The information has been subjected to the auditing procedures applied in the audit of the financial state ments and certain additional procedures, including comparing and reconc iling such information directly t o the underlying accounting and other records used to prepare the basic financial statements or to the basic financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the schedule of expenditures of fed eral awards is fairly stated in all material respects in relation to the basic financial statements as a whole.
Sacramento, C
alifornia
March 27, 2023 (Except for the Report on Schedule of Expenditur es of Federal Awards Required by Uniform Guidance, which is dated March 7, 2023)
5 CITY OF ROSEVILLE
SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS
FOR THE FISCAL YEAR ENDED JUNE 30, 2022
Assistance Pass-Through Amounts Passed
Listing Unique Entity Federal Through to
Federal Grantor/Pass-Through Grantor/Program Title Number ID Expenditures Subrecipients U.S. Department of Housing and Urban Development
Direct Programs
Housing Voucher Cluster
Section 8 Housing Choice Vouchers 14.871 N/A 7,368,479 $ -$ COVID-19 - Section 8 Housing Choice Vouchers - Additional CARES Funding 14.871 N/A 215,234 - Subtotal Assistance Listing Number 14.871 7,583,713 - Mainstream Vouchers 14.879 N/A 280,900 -
COVID-19 Emergency Housing Voucher 14.U01 N/A 169,917
Total Housing Voucher Cluster 8,034,530 -
CDBG - Entitlement Grants Cluster*
Community Development Block Grants/Entitlement Grants 14.218 N/A 7 18,722 - Community Development Block Grants/Entitlement Grants - Program Income 14.218 N/A 143,085 - Community Development Block Grants/Entitlement Grants - Beginning Loan Balance 14.218 N/A 2,278,584 - Subtotal Assistance Listing Number 14.218 3,140,391 - Total CDBG - Entitlement Grants Cluster* 3,140,391 - Home Investment Partnership Program 14.239 L4JQPJ7N5NT4 27,779 Home Investment Partnership Program - Current Year Loans Issued 14.239 L4JQPJ7N5NT4 45,410 - Home Investment Partnership Program - Beginning Loan Balance 14.239 L4JQPJ7N5NT4 8,555,154 - Subtotal Assistance Listing Number 14.239 8,628,343 - Total Home Investment Partnership Program 8,628,343 - Total Department of Housing and Urban Development 19,803,264 - U.S. Department of Justice
Direct Programs
COVID-19 - Coronavirus Emergency Supplemental Funding 16.034 N/A 26,730 - Equitable Sharing Program 16.922 N/A 3 - Total Department of Justice 26,733 -
U.S. Department of Transportation
Direct Programs
Federal Transit Cluster
Federal Transit - Formula Grants (Urbanized Formula Program) 20. 507 N/A 1,990,334 - Federal Transit - Formula Grants (Urbanized Formula Program) - Program Income 20.507 N/A 47,565 - Subtotal Assistance Listing Number 20.507 2,037,899 - Total Federal Transit Cluster 2,037,899 -
Passed through the California Department of Transportation Highway Planning and Construction Cluster*
Highway Planning and Construction 20.205 D2C8ARJZKDJ7 8,713,956 - Total Highway Planning and Construction Cluster* 8,713,956 - Total Department of Transportation 10,751,855 -
U.S. Department of Treasury
COVID-19 - California Arrearage Payment Program* 21.027 RN15SP9CPJE6 509,434 COVID-19 - Emergency Rental Assistance 21.023 L786NC553FC1 3,499,814 - COVID-19 - Emergency Rental Assistance - Admin 21.023 L786NC553FC1 97,675 - Subtotal Assistance Listing Number 21.023 3,597,489 - Total Department of Treasury 4,106,923 -
Environmental Protection Agency
Clean Water State Revolving Fund Cluster
Capitalization Grants for Clean Water State Revolving Funds 66.4 58 TGFTZM2DN5Z2 1,921,414 1,921,414 Total Clean Water State Revolving Fund Cluster 1,921,414 1,921,414 Total Environmental Protection Agency 1,921,414 1,921,414 U.S. Department of Health and Human Services
CCDF Cluster
Child Care and Development Block Grant 93.575 HWECY7CDW9Y7 79,068 - Child Care Mandatory and Matching Funds of the Child Care and D evelopment Fund 93.596 HWECY7CDW9Y7 103,460 - Total CCDF Cluster 182,528 -
Total Department of Health and Human Services 182,528 - U.S. Department of Homeland Security
Passed through the Sacramento Metro Fire Department
Assistance to Firefighters Grant 97.044 NEELEQ8688K7 348,451 - Disaster Grants - Public Assistance (Presedentially Declared Disasters) 97.036 UTM3S7LKYQZ4 194,926 - Homeland Security Grant Program 97.067 L786NC553FC1 89,376 - Homeland Security Grant Program - Urban Area Security Initiative 97.607 EVTYGJL5BY44 40,316 - Total Department of Homeland Security 673,069 - Total Expenditures of Federal Awards 37,465,786$ 1,921,414 $ * Major Program
Note a: There were no federal awards expended in the form of noncash assistance and insurance in effect during the year.
Passed through the California Department of Housing and Community Development Passed through the State of California
Passed through the California State Water Resources Control Board Passed through the California Department of Education
Passed through the County of Placer
Passed through the California Governor's Office of Emergency Services Passed through the Placer County Department of Health and Human Services Passed through the City of Sacramento
The notes to the schedule of expenditures of federal awards are an integral part of this schedule. 6 CITY OF ROSEVILLE
NOTES TO THE SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS FOR THE YEAR ENDED JUNE 30, 2022
Note 1: Basis of Presentation
The accompanying schedule of expenditures of federal awards (the “Schedule”) includes the federal award activity of the City of Roseville, California (City) under programs of the federal government for the year ended June 30, 2022. The information in this Schedule is presented in accordance with the requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit requirements for Federal Awards (Uniform Guidance). Because the Schedule presents only a selected portion of the operations of the City, it is not intended to and does not present the financial position, changes in net position, or cash flows of the City.
Note 2: Summary of Significant Accounting Policies
Expenditures reported in the Schedule are reported on the modif ied accrual basis of accounting for the governmental funds and the accrual basis of accounting for the proprietary funds, except for subrecipient expenditures, which are recorded on the cash basis. Such expenditures are recognized following the cost principles contained in the Uniform Guidance, wherein certain types of expenditures are not allowable or are limited as to reimbursement. Negative amounts shown on the Sche dule represent adjustments or credits made in the normal course of business to amounts reported as expenditures in the Schedule.
Note 3: Indirect Cost Rate
The City has not elected to use the 10-percent de minimis indirect cost rate.
Note 4: Loan Programs with Continuing Compliance Requirements
The loans listed below are administered directly by the City, and balances and transactions relating to these programs are included in the City’s basic financial statements. Loans made during the fiscal year, if any, are included in the federal expenditures presented in the Schedule of Expenditures of Federal Awards. The balance of loans outstanding at June 30, 2022, consists of:
Assistance
Listing
Number Program Name
Outstanding
Balance at
June 30, 2022
14.218 CDBG - Entitlement Grants Cluster 2,280,676$
14.239 HOME Investment Partnership Program 8,058,955
Total Loans Outstanding 10,339,631 $
7 CITY OF ROSEVILLE
SCHEDULE OF FINDINGS AND QUESTIONED COSTS
FOR THE FISCAL YEAR ENDED JUNE 30, 2022
SECTION I - SUMMARY OF AUDITORS' RESULTS
Financial Statements
Type of auditors' report issued: Unmodified Opinion
Internal control over financial reporting:
Material weaknesses identified? yes X no
Significant deficiencies identified? yes X non e reported
Noncompliance material to financial
statements noted? yes X no
Federal Awards
Internal control over major programs:
Material weaknesses identified? yes X no
Significant deficiencies identified? X yes non e reported
Type of auditors' report issued on compliance for major programs: Unmodified Opinion
Any audit findings disclosed that are required to be
reported in accordance with Title 2 U.S. Code of
Federal Regulations (CFR) Part 200,
Uniform Administrative Requirements, Cost Principles,
and Audit Requirements for Federal Awards
(Uniform Guidance)? X yes no
Identification of major programs:
Assistance Listing Number(s) Name of Federal Program or Cluster
14.218 CDBG – Entitlement Grants Cluster
20.205 Highway Planning and Construction Cluster
21.027 California Arrearage Payment Program
Dollar threshold used to distinguish
between type A and type B program $1,123,974
Auditee qualified as low-risk auditee? X yes n o 8 CITY OF ROSEVILLE
SCHEDULE OF FINDINGS AND QUESTIONED COSTS (CONTINUED)
FOR THE FISCAL YEAR ENDED JUNE 30, 2022
SECTION II - FINANCIAL STATEMENT FINDINGS
No matters were reported.
SECTION III - FEDERAL AWARD FINDINGS AND QUESTIONED COSTS
CBDG – Entitlement Grants Cluster Grant Documentation
Finding 2022-001: Continuing Loan Compliance
Noncompliance/Significant Deficiency
Federal Award Information:
Assistance Listing Number: 14.218
Program Title: CDBG – Entitlement Grants Cluster
Federal Award Year(s): FY 2021-22
Name of Federal Agency: U.S. Department of Housing and Urban Development Passed through: State of California Department of Housing and Community Development
Criteria or Specific Requirement:
The City was unable to provide compliance supporting documentat ion for the CDBG – Entitlement Grants Cluster loan compliance requirements for the year ended June 30 , 2022, specifically verification of current required insurance policies.
Condition:
We noted that for the loans selected, the City did not have rec ord of verifying current required insurance policies during the year, and did not have data on file for some of the items.
Cause of the Condition:
The City did not have the necessary documentation on file.
Effect or Possible Effect:
Adequate supporting documentation of outstanding loans are not being effectively maintained and archived by City personnel.
Context:
The City was unable to provide verification of current insurance policies and did not have all policies on file for the loans selected.
Repeat Finding:
This is a new finding for the fiscal year ended June 30, 2022.
Recommendation:
We recommend that management monitors each loan to ensure that the City maintains the most up-to-date information, and remains in compliance with all necessary requirements of the loan program.
Management’s Response and Corrective Action:
The City agrees with the findin g and will review and monitor ea ch loan to maintain the most up-to-date information and comply with all requirements of the loan program. 9 Finance
311 Vernon Street
Roseville, California 95678-2649
SUMMARY SCHEDULE OF PRIOR YEAR FINDINGS AND QUESTIONED COSTS FOR THE FISCAL YEAR ENDED JUNE 30, 2021
SECTION II - FINANCIAL STATEMENT FINDINGS
Reference Number: 2021-001
Status of Finding: This matter is considered resolved in the current year.
Reference Number: 2021-002
Status of Finding: This matter is considered resolved in the current year.
Reference Number: 2021-003
Status of Finding: This matter is considered resolved in the current year.
SECTION III - FEDERAL AWARD FINDINGS AND QUESTIONED COSTS
No matters were reported.
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CITY OF ROSEVILLE
CALIFORNIA DEPARTMENT OF EDUCATION
SCHOOL-AGE CHILD CARE PROGRAM
(AN ENTERPRISE FUND OF THE CITY OF ROSEVILLE, CALIFORNIA)
ANNUAL FINANCIAL REPORT
JUNE 30, 2022
TABLE OF CONTENTS
Page
Independent
Auditors’ Report ....................................................................................................................... 1 Basic Financial Statements
Statement of Net Position ....................................................................................................................... 4 Statement of Revenues, Expenses and Changes in Net Position ........................................................ 5 Statement of Cash Flows ....................................................................................................................... 6 Notes to Financial Statements ............................................................................................................... 7 Required Supplementary Information
Schedule of the Program’s Proportionate Share of the City’s Net Pension Liability (Miscellaneous Plan) ................................................................................... 22 Schedule of the Program’s Pension Contributions .............................................................................. 24 Schedule of the Program’s Proportionate Share of the City’s Net OPEB Liability .............................. 26 Schedule of the Program’s OPEB Contributions ................................................................................. 27 Supplementary Information
Schedule of Expenditures of State and Federal Awards ..................................................................... 30 Combining Statement of Revenues, Expenses and Changes in Net Position .................................... 31 Schedule of Expenditures by State Categories ................................................................................... 32 Schedule of Reimbursable Equipment Expenditures .......................................................................... 33 Schedule of Reimbursable Equipment Expenditures for Renovation and Repairs ............................. 34 Schedule of Reimbursable Administrative Costs ................................................................................. 35 Audited Attendance and Fiscal Reports/Audited Fiscal Reports:
CCTR-0169 – School Age Child Care Program ..............................................................................36 Audited Reserve Account Activity Report ...................................................................................... 44 Compliance Reports
Independent Auditors’ Report on Compliance with Applicable Requ irements and on Internal Control Over Compliance .................................................................................................................................. 45 Schedule of Findings and Questioned Costs ....................................................................................... 48 Summary Schedule of Prior Audit Findings ......................................................................................... 53
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3 CITY OF ROSEVILLE, CALIFORNIA DEPARTMENT OF EDUCATION
SCHOOL-AGE CHILD CARE PROGRAM
STATEMENT OF NET POSITION
JUNE 30, 2022
Assets:
Current:
Cash and investments in City Treasury 346,345 $
Accounts receivable 179,163
Accrued interest 3,288
Total Current Assets 528,796
Noncurrent:
Depreciable capital assets 3,675,739
Less: Accumulated depreciation (1,233,967)
Total Noncurrent Assets 2,441,772
Total Assets 2,970,568
Deferred Outflows of Resources:
Deferred outflows related to pensions 1,043,374
Deferred outflows related to OPEB 741,000
Total Deferred Outflows of Resources 1,784,374
Liabilities:
Current:
Accounts payable 151,293
Accrued liabilities 166,266
Unearned revenues 21,100
Advance from the City 55,000
Compensated absences 251,345
Total Current Liabilities 645,004
Noncurrent:
Compensated absences 6,467
Advances from the City 835,000
Net OPEB liability 3,564,000
Net pension liability 5,179,899
Total Noncurrent Liabilities 9,585,366
Total Liabilities 10,230,370
Deferred Inflows of Resources:
Deferred inflows related to pensions 1,492,174
Deferred inflows related to OPEB 2,398,000
Total Deferred Inflows of Resources 3,890,174
Net Position (Deficit):
Invested in capital assets 2,441,772
Unrestricted (11,807,374)
Total Net Position (9,365,602)$
See Notes to Financial Statement.
4 CITY OF ROSEVILLE, CALIFORNIA DEPARTMENT OF EDUCATION
SCHOOL-AGE CHILD CARE PROGRAM
STATEMENT OF REVENUES, EXPENSES
AND CHANGES IN FUND NET POSITION
YEAR ENDED JUNE 30, 2022
Operating Revenues:
ASES program revenue 307,291$
Department of Education grants 484,807
CA State Library grant 76,473
FEMA COVID-19 grant 6,529
Parent fees - noncertified children 4,809,125
Recreation program revenue 223,079
Workers compensation refund 605
Accident recovery 30
Total Operating Revenues 5,907,939
Operating Expenses:
Salaries 3,666,687
Employee benefits 1,527,554
Books and supplies 331,876
Services and other operating expenses 1,058,523
Pension expense (1,953,751)
OPEB expense (583,000)
Depreciation 115,588
Total Operating Expenses 4,163,477
Operating Income 1,744,462
Nonoperating Revenues (Expenses):
Use of money and property (50,062)
Interest and fiscal charges (12,903)
Total Nonoperating
Revenues (Expenses) (62,965)
Income Before Transfers 1,681,497
Transfers from the City 3,500,000
Changes in Net Position 5,181,497
Net Position (Deficit):
Beginning of Year (14,547,099)
End of Fiscal Year (9,365,602)$
See Notes to Financial Statement.
5 CITY OF ROSEVILLE, CALIFORNIA DEPARTMENT OF EDUCATION
SCHOOL-AGE CHILD CARE PROGRAM
STATEMENT OF CASH FLOWS
YEAR ENDED JUNE 30, 2022
Cash Flows from Operating Activities:
Receipts from customers 5,311,369$
Receipts from grants 567,809
Cash paid to employees (5,206,012)
Cash paid to suppliers (1,311,855)
Net Cash Used by Operating Activities (638,689)
Cash Flows from Non-Capital
Financing Activities:
Transfers from the City 3,500,000
Payments to the City for short-term borrowings (2,397,396) Payments to the City on long-term borrowings (55,000)
Net Cash Provided by
Non-Capital Financing Activities 1,047,604
Cash Flows from Capital
and Related Financing Activities:
Interest paid on capital debt (12,903)
Net Cash Used by
Capital and Related Financing Activities (12,903)
Cash Flows from Investing Activities:
Loss on investments (50,062)
Net Cash Used by
Investing Activities (50,062)
Net Increase in Cash
and Cash Equivalents 345,950
Cash and Cash Equivalents at Beginning of Year 395
Cash and Cash Equivalents at End of Year 346,345$
Reconciliation of Operating Income to Net Cash
Used by Operating Activities:
Operating lncome 1,744,462$
Adjustments to Reconcile Operating Income
Net Cash Used by Operating Activities:
Depreciation 115,588
Increase (decrease) in net pension related amounts (1,953,751) Increase (decrease) in OPEB related amounts (583,000)
(Increase) decrease in accounts receivable 37,712
Increase (decrease) in accounts payable 78,544
Increase (decrease) in accrued liabilities 24,211
Increase (decrease) in unearned revenue (66,473)
Increase (decrease) in compensated absences (35,982)
Total Adjustments (2,383,151)
Net Cash Provided (Used) by
Operating Activities (638,689)$
See Notes to Financial Statement.
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19 THIS PAGE INTENTIONALLY LEFT BLANK
20
5(48,5('6833/(0(17$5<,1)250$7,21
21 CITY OF ROSEVILLE, CALIFORNIA DEPARTMENT OF EDUCATION
SCHOOL-AGE CHILD CARE PROGRAM
SCHEDULE OF THE PROGRAM'S PROPORTIONATE SHARE OF THE CITY'S NET PENSION LIABILITY (MISCELLANEOUS PLAN) LAST TEN YEARS**
2015 2016 2017 2018
Measurement date June 30, 2014 June 30, 2015 June 30, 2016 June 30, 2017 Program's proportion of the City's
Net Pension Liability (Miscellaneous Plan) 2.28% 2.45% 2.88% 3.91% Program's proportionate share of the City's
Net Pension Liability (Miscellaneous Plan) 3,788,219$ 4,166,408 $ 5,879,509 $ 8,934,765$ Covered Payroll 1,968,152$ 2,053,457 $ 2,157,033 $ 2,385,506$ Program's proportionate share of net pension liability
as a percentage of covered payroll 192.48% 202.90% 272.57% 374.54% Plan fiduciary net position as a percentage
of the Total Pension Liability 67.62% 66.97% 63.89% 63.85% (1) Fiscal Year 2015 was the first year of implementation, therefore only eight years are shown. 22 2019 2020 2021 2022
June 30, 2018 June 30, 2019 June 30, 2020 June 30, 2021
3.18% 3.29% 3.38% 2.68%
7,556,336$ 8,227,212$ 8,933,574$ 5,179,899$ 2,457,071$ 2,400,674$ 2,400,674$ 2,603,909$ 307.53% 342.70% 372.13% 198.93%
65.21% 65.09% 64.55% 75.39%
23 CITY OF ROSEVILLE, CALIFORNIA DEPARTMENT OF EDUCATION
SCHOOL-AGE CHILD CARE PROGRAM
SCHEDULE OF THE PROGRAM'S PENSION CONTRIBUTIONS
LAST TEN YEARS**
2015 2016 2017 2018
Miscellaneous Rate Plan
Actuarially Determined Contribution 361,740$ 506,156$ 588,625 $ 723,026$ Contribution in Relation to the Actuarially Determined Contribution (361,740) (506,156) (588,625) (723,026) Contribution Deficiency (Excess) -$ -$ -$ -$
Covered Payroll 2,053,457$ 2,157,033 $ 2,385,506 $ 2,457,071$ Contributions as a Percentage of Covered Payroll 17.62% 23.47% 24.68% 29.43% Notes to Schedule:
Methods and assumptions used to determine contribution rates:
Actuarial cost method
Amortization method
Asset valuation method
Inflation
Salary increases
Payroll growth
Investment rate of return
Retirement age
Mortality
Entry age normal cost method
Level percentage of pay, a summary of the current policy is provided in the table below:
All other actuarial assumptions used in the June 30, 2018 valuation were based on the results of an actuarial experience study for the period from 1997 to 2015, including updates to salary increase, mortality and retirement rates. The Experience Study report mayb ea c c e s s e do nt h e CalPERS website at www.calpers.ca.gov under Forms and Publications.
The mortality table used was developed based onCalPERS’ specific data. The table includes 15 years of mortality improvements using 90 percent of Society of Actuaries' Scale 2016. For more details on this table, please refer to the 2017 experience study report. **Historical information is required only for measurement periods for which GASB 68 is applicable. Fiscal Year 2015 was the first year of implementation, therefore only eight years are shown.
Market Value
2.50%
Varies by Entry Age and Service
2.75%
7.00%, net of pension plan investment expenses, including inflation. 24 2019 2020 2021 2022
677,313$ 765,391$ 918,967$ 813,652$ (677,313) (765,391) (918,967) (813,652) -$ - $ - $ - $ 2,400,674$ 2,603,909$ 2,497,228$ 2,328,451$
28.21% 29.39% 36.80% 34.94%
25 CITY OF ROSEVILLE, CALIFORNIA DEPARTMENT OF EDUCATION
SCHOOL-AGE CHILD CARE PROGRAM
SCHEDULE OF THE PROGRAM'S PROPORTIONATE SHARE OF THE CITY'S NET OPEB LIABILITY LAST TEN YEARS**
2018 2019 2020 2021 2022
Measurement date June 30, 2018 June 30, 2019 June 30, 2020 June 30, 2021 June 30, 2022 Program's proportion of the City's net OPEB liability 3.22000% 2.21000% 2.35000% 4.28093% 4.25695% Program's proportionate share of the City's net OPEB liability 4,589,000$ 3,257,000 $ 4,349,000 $ 4,265,000 $ 3,564,000$ Program's covered-employee payroll 1,523,361$ 2,400,674 $ 2,603,909 $ 2,497,228 $ 2,328,451$ Program's proportionate share of net OPEB liability
as a percentage of covered-employee payroll 301.24% 135.67% 167.02% 170.79% 153.06% Plan fiduciary net position as a percentage
of the Total OPEB Liability 31.28% 37.07% 48.58% 58.95% 60.73% (1) Fiscal Year 2018 was the first year of implementation, therefore only five years are shown. 26 CITY OF ROSEVILLE, CALIFORNIA DEPARTMENT OF EDUCATION
SCHOOL-AGE CHILD CARE PROGRAM
SCHEDULE OF THE PROGRAM'S OPEB CONTRIBUTIONS
LAST TEN YEARS**
2018 2019 2020 2021 2022
Valuation Date June 30, 2017 June 30, 2017 June 30, 2019 June 30, 2019 June 30, 20 21 Actuarially Determined Contribution 287,000 $ 336,000 $ 387,000 $ 600,494 $ 454,940 $ Contribution in Relation to the Actuarially Determined Contribution (287,000) (336,000) (387,000) (600,494) (454,940) Contribution Deficiency (Excess) - $ - $ - $ - $ - $ Covered-Employee Payroll 1,523,361 $ 2,400,674 $ 2,603,909 $ 2,497,228 $ 2,328,451 $
18.84% 14.00% 14.86% 24.05% 19.54%
(1) Fiscal Year 2018 was the first year of implementation, therefore only five years are shown.
Contributions as a Percentage of Covered-Employee Payroll 27 THIS PAGE INTENTIONALLY LEFT BLANK
28
6833/(0(17$5<,1)250$7,21
29 SCHOOL-AGE CHILD CARE PROGRAM
FOR THE YEAR ENDED JUNE 30, 2022
Assistance
Listing
Number
Grantor's Unique
ID
Award
Amount Revenue Expenses
State Awards
Passed through State of California, Department of Education Child Development Division
General Child Care and Development Program N/A HWECY7CDW9Y7 302,27 9$ 302,279 $ 302,279$ Federal Awards
Department of Health and Human Services
Passed through State of California, Department of Education Child Development Division
General Child Care and Development Program
93.575 /
93.596 HWECY7CDW9Y7 182,528 182,528 182,528 484,807$ 484,807 $ 484,807 $
Footnote 1. Basis of Presentation
Total Federal and State Awards
CITY OF ROSEVILLE, CALIFORNIA DEPARTMENT OF EDUCATION
SCHEDULE OF EXPENDITURES OF FEDERAL AND STATE AWARDS
Grantor/Program Title
The Schedule of Expenditures of State and Federal Awards includes the expenditures of federal awards of the City. Expenditures are presented on the accrual basis of accounting. The federal information in this schedule is presented in accordance with the requirements of Uniform Guidance, 2 CFR Part 200, Subpart F. Thus, some amounts presented in this schedule may differ from amounts presented and/or used in the preparation of the financial statements.
30 CITY OF ROSEVILLE, CALIFORNIA DEPARTMENT OF EDUCATION
SCHOOL-AGE CHILD CARE PROGRAM
COMBINING STATEMENT OF REVENUES, EXPENSES AND CHANGES IN NET POSITION YEAR ENDED JUNE 30, 2022
Total CDE Non-CDE
CCTR-1173 Contracts Programs Total
Operating Revenues:
ASES program revenue -$ -$ 307,291$ 307,291$ Department of Education grants 484,807 484,807 - 484,807 CA State Library grant - - 76,473 76,473 FEMA COVID-19 grant 6,529 6,529
Parent fees - noncertified children 185,577 185,577 4,623,548 4,809,125 Recreation program revenue - - 223,079 223,079 Workers compensation refund - - 605 605 Accident recovery - - 30 30 Total Operating Revenues 670,384 670,384 5,237,555 5,907,939 Operating Expenses:
Salaries 319,115 319,115 3,347,572 3,666,687 Employee benefits 112,238 112,238 1,415,316 1,527,554 Pension expense - - (1,953,751) (1,953,751) OPEB expense - - ( 583,000) (583,000) Books and supplies 12,332 12,332 319,544 331,876 Services and other operating expenses 84,949 84,949 973,574 1,058,523 Depreciation - - 115,588 115,588 Total Operating Expenses 528,634 528,634 3,634,843 4,163,477 Operating Income 141,750 141,750 1,602,712 1,744,462 Nonoperating Revenues (Expenses):
Use of money and property - - (50,062) (50,062) Interest and fiscal charges - - (12,903) (12,903) Total Nonoperating
Revenues (Expenses) - - (62, 965) (62,965) Income Before Transfers 141,750 141,750 1,539,747 1,681,497 Transfers from the City - 3,500,000 3,500,000 Changes in Net Position 141,750$ 141,750$ 5,039,747$ 5,181,497 Net Position:
Beginning of Year (14,547,099)
End of Fiscal Year (9,365,602)$
31 CITY OF ROSEVILLE, CALIFORNIA DEPARTMENT OF EDUCATION
SCHOOL-AGE CHILD CARE PROGRAM
STATEMENT OF EXPENDITURES BY STATE CATEGORIES
FOR THE YEAR ENDED JUNE 30, 2022
CDE Contract
CCTR-1173
Expenditure Codes
2000 Classified Salaries 319,115$
3000 Employee Benefits 112,238
4000 Books and Supplies 12,332
5000 Services and Other Operating Expenses 84,949
Total Expenditures 528,634$
32 CITY OF ROSEVILLE, CALIFORNIA DEPARTMENT OF EDUCATION
SCHOOL-AGE CHILD CARE PROGRAM
SCHEDULE OF REIMBURSABLE EQUIPMENT EXPENDITURES
FOR THE YEAR ENDED JUNE 30, 2022
Cost Item Cost Item Cost Item
-$ None - $ None - $ None $5,000 Unit Cost With CCD Approval Without CCD Approval Expenditures Over Expenditures Over
Expenditures Under $5,000 Unit Cost $5,000 Unit Cost
33 CITY OF ROSEVILLE, CALIFORNIA DEPARTMENT OF EDUCATION
SCHOOL-AGE CHILD CARE PROGRAM
SCHEDULE OF REIMBURSABLE EQUIPMENT EXPENDITURES FOR RENOVATION AND REPAIRS FOR THE YEAR ENDED JUNE 30, 2022
Cost Item Cost Item Cost Item
-$ None - $ None - $ None $10,000 Unit Cost With CCD Approval Without CCD Approval Expenditures Over Expenditures Over
Expenditures Under $10,000 Unit Cost $10,000 Unit Cost
34 CITY OF ROSEVILLE, CALIFORNIA DEPARTMENT OF EDUCATION
SCHOOL-AGE CHILD CARE PROGRAM
SCHEDULE OF REIMBURSABLE ADMINISTRATIVE COSTS
FOR THE YEAR ENDED JUNE 30, 2022
CDE Contract
CCTR-1173
Administrative Salaries and Benefits 96,107$
Toal Administrative Costs 96,107$
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&,7<2)526(9,//(
44 2151 River Plaza Dr., Suite 150
Sacramento , CA 95833 Phone: 916.503.9691 Lance, Soll & Lunghard, LLP INDEPENDENT AUDITORS’ REPOR
T ON COMPLIANCE WITH APPLICABLE
REQUIREMENTS AND ON INTERNAL CONTROL OVER COMPLIANCE
To the Honorable Mayor and Members of the City Council
City of Roseville, California
Opinions
We have audited the City of Roseville’s (the City) School-Age C hild Care Program’s (the Program) compliance with the requirements described in the CDSS Audit Guide (the Guide) issued by the California Department of Social Services, August 2022, for the year ended June 30, 2022.
In our opinion, the City complied, in all material respects with the compliance requirements referred to above that are applicable to the Program for the year ended June 30, 2022.
Basis for Opinion
We conducted our audit of compliance in accordance with auditin g standards generally accepted in the United States of America (GAAS); and the standards applicable t o financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States; and the Guide.
Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of Compliance section of our report. We are required to be independent of the City and the Program and to meet our other ethical responsibilities, in accordance with relevant ethical requirements relating to our audit.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Our audit does not provide a legal determination of the City's compliance with the compliance requirements referred to above.
Responsibilities of Management for Compliance
Management is responsible for compliance with the requirements referred to above and for the design, implementation, and maintenance of effective internal control over compliance with the requirements of laws, statutes, regulations, rules, an d provisions of contracts or gr ant agreements applicable to the City’s government programs.
Auditor’s Responsibilities for the Audit of Compliance
Our responsibility is to express opinions on compliance with the requirements described in the Guide based on our audit. We conducted our audit of compliance in accordance with auditing standards generally accepted in the United States of America; the standards applicable to financial audits contained in the Government Auditing Standards, issued by the Comptroller General of the United States, and the Guide.
Those standards and the Guide require that we plan and perform the audit to obtain reasonable assurance about whether noncompliance with the types of compliance requirements referred to above that could have a material effect on the City’s School-Age Child Care Program. An audit includes examining, on a test basis, evidence about the City’s compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. Misstatements are considered material if, there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.
To the Honorable Mayor and Members of the City Council
School-Age Child Care Program
City of Roseville, California
In performing an audit in accordance with GAAS, Government Auditing Standards, and the Guide, we:
Exercise professional judgment and maintain professional skepticism throughout the audit.
Identify and assess the risks of material noncompliance, wheth er due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the City's compliance with the c ompliance requirements referred to above and performing such other procedures as we considered necessary in the circumstances.
Obtain an understanding of the City's internal control over co mpliance relevant to the audit in order to design audit procedures that are appropriate in the circumstances and to test and report on internal control over compliance in accordance with the Guide, but not f or the purpose of expressing an opinion on the effectiveness of the City's internal control ove r compliance. Accordingly, no such opinion is expressed.
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, and any significant deficiencies and material weaknesses in internal control over compliance that we identified during the audit.
Report on Internal Control Over Compliance
A deficiency in internal control over compliance exists when the design or operation of a control over compliance does not allow management or employees, in the norma l course of performing their assigned functions, to prevent, or detect and correct, noncompliance on a timely basis. A material weakness in internal control over compliance is a deficiency, or combination of deficiencies in internal control over compliance, such that there is a reasonable possibility that material noncompliance with a compliance requirement will not be prevented, or detected and corrected, on a timely basis. A significant deficiency in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance that is less severe than a material weakness in internal control over compliance, yet important enough to merit attention by those charged with governance.
Our consideration of internal control over compliance was for t he limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control over compliance that might be material weaknesses or significant deficiencies in internal control over compliance. However, as described in the accompanying schedule of findings and questioned costs, we identified certain deficiencies in internal control that we consider to be material weaknesses and significant deficiencies.
A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attenti on by those charged with governance. We consider the deficiencies described in the accompanying schedule of findings and questioned costs as items 2022-001, 2022-002, 2022-003 and 2022-005 to be significant deficiencies.
Report on Compliance and Other Matters
As part of obtaining reasonable assurance about whether the Program’s financial statements are free from material misstatement, we performed tests of its compliance wit h certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect on the financial statements. However, providing an opinion on compliance w ith those provisions was not an objective
of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed instances of noncompliance or other matters that are required to be reported under Government Auditing Standards and which are described in the accompanying schedule of findings and questioned costs as items 2022-001, 2022-002, 2022-003, 2022-004 and 2022-005.
46 To the Honorable Mayor and Members of the City Council School-Age Child Care Program
City of Roseville, California
City of Roseville’s Response to Findings
Government Auditing Standards requires the auditor to perform limited procedures on the City’s response to the findings identified in our audit and described in the accompanying schedule of findings and questioned costs. The City’s response was not subjected to the other audit ing procedures applied in the audit of the financial statements and, accordingly, we express no opinion on the response.
Our audit was not designed for the purpose of expressing an opinion on the effectiveness of internal control over compliance. Accordingly, no such opinion is expressed.
Purpose of this Report
The purpose of this report on internal control over compliance is solely to describe the scope of our testing of internal control over compliance and the results of that testin g based on the requirements of the CDSS Audit Guide issued by the California Department of Social Services, August 2022. Accordingly, this communication is not suitable for any other purpose.
Sacramento, California
December 14, 2022
47 CITY OF ROSEVILLE
CALIFORNIA DEPARTMENT OF EDUCATION
SCHOOL-AGE CHILD CARE PROGRAM
SUMMARY OF FINDINGS AND QUESTIONED COSTS
FOR THE YEAR ENDED JUNE 30, 2022
Attend
ance and Reporting – Significant Deficiency
Reference Number: 2022-001
Condition:
The Program has inconsistencies in the maintenance of their attendance data and in the reporting of their attendance data to the CDE. The auditor noted one (1) instance where attendance days for one subsidized child, per attendance form, did not agree to attenda nce days per monthly contracted hours summary worksheet. The auditor also noted one (1) instance wher e attendance days per monthly contracted hours worksheet did not agree to attendance days per quarterly attendance summary worksheet. Finally, the auditor noted one instance where attend ance days per quarterly attendance summary worksheet did not agree to attendance data per CDFS reports.
Criteria:
FY2021-22 Funding Terms and Conditions, Section VI.C & Section VI. G.
Cause of Condition:
Errors were caused by manual data entry. No formal review proce ss had been put in place, and Program staff did not perform an effective review of attendance data.
Effect or Potential Effect of Condition:
Where attendance days for one subsidized child, per attendance form, did not agree to attendance days per monthly contracted hours summary worksheet, this resulted in the program under-reporting attendance by 4 days. Where attendance days per monthly contrac ted hours worksheet did not agree to attendance days per quarterly attendance summary worksheet, thi s resulted in the program over-reporting attendance by 3.54 days. Where attendance days p er quarterly attendance summary worksheet did not agree to attendance data per CDFS reports, th is resulted in the program under- reporting attendance by 363.40 days. Each of these reporting is sues were corrected by an audit adjustment.
Recommendation:
LSL recommends that City implem ent internal controls to ensure the accurate reporting of attendance data. LSL recommends that the attendance reports be reviewed pr ior to submission, and that the attendance data be reconciled to supporting documentation. Mana gers should review any manual calculations and data entry to prevent mistakes.
Management’s Response and Corrective Action:
The City acknowledges and agrees with the finding. Staffing changes and transitions have impacted the City’s proofing processes.
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53 THIS PAGE INTENTIONALLY LEFT BLANK
54 2151 River Plaza Dr., Suite 150
Sacramento , CA 95833 Phone: 916.503.9691 Lance, Soll & Lunghard, LLP INDEPENDENT ACCOUNTANTS’ REPORT ON AGREED-UPON
PROCEDURES APPLIED TO APPROPRIATIONS LIMIT WORKSHEETS
To the Honorable Mayor and Members of the City Council
City of Roseville, California
We have performed the procedures enumerated below on the accomp anying Appropriations Limit Worksheet No. 6 (or other alternative computation) of the City of Roseville, California, for the year ended June 30, 2023. These procedures are the responsibility of the City, which were agreed to by the City of Roseville and the Lea gue of California Cities (as p resented in the publication entitled Agreed-Upon Procedures Applied to the Appropriations Limitation Prescribed by Article XIII-B of the California Constitution), were performed solely to assist the C ity of Roseville in meeting the requirements of Section 1.5 of Article XIII-B of the California Constitution . The City of Roseville's management is responsible for the Appropriations Limit Worksheet No. 6 (or other alternative computation).
The City has agreed to and acknowledged that the procedures performed are appropriate to meet the intended purpose of recomputing th e Appropriations Limit Worksh eet No. 6 (or other alternative computation). This report may not be suitable for any other purpose. The procedures performed may not address all the items of interest to a user of this report and may not meet the needs of all users of this report and, as such, users are responsible for determining whet her the procedures performed are appropriate for their purposes.
The procedures performed and our findings were as follows:
1. We obtained the completed Worksheets No. 1 through No. 7 (or other alternative computations) and compared the limit and annual adjustment factors included in th ose worksheets to the limit and annual adjustment factors that were adopted by resolution of the City Council. We also compared the population and inflation options included in the aforementioned worksheets to those that were selected by a recorded vote of the City Council.
Finding: No exceptions were noted as a result of our procedures.
2. For the accompanying Appropriations Limit Worksheet No. 6, w e multiplied line A, last year's limit, by line D, ratio of change and compared the resulting amount to line E, this year's limit.
Finding: No exceptions were noted as a result of our procedures.
3. We compared the current year information presented in the ac companying Appropriations Limit Worksheet No. 6 to the other worksheets described in No. 1 above.
Finding: No exceptions were noted as a result of our procedures.
4. We compared the prior year appropriations limit presented in the accompanying Appropriations Limit Worksheet No. 6 to the prior year appropriations limit adopted by the City Council for the prior year.
Finding: No exceptions were noted as a result of our procedures.
To the Honorable Mayor and Members of the City Council
City of Roseville, California
We were engaged by the City to perform this agreed-upon procedu res engagement and conducted our engagement in accordance with attestation standards established by the AICPA. We were not engaged to and did not conduct an examination or review engagement, the objective of which would be the expression of an opinion or conclusion, respectively, on the ac companying Appropriations Limit Worksheet No. 6 (or other alternative computation). Accordingly , we do not express such an opinion or conclusion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you.
We are required to be independent of the City and to meet our o ther ethical responsibilities, in accordance with the relevant ethical requirements related to our agreed-upon procedures engagement.
This report is intended solely for the information of the City Council and management of the City of Roseville and is not intended to be, and should not be, used by anyone other than these specified parties.
Sacramento, California
July 27, 2022
CITY OF ROSEVILLE
2022-2023
APPROPRIATIONS LIMIT CALCULATION
A. 2021-2022 APPROPRIATIONS LIMIT: $202,314,319
B. 2022-2023 CHANGE IN PER CAPITA
PERSONAL INCOME: 1.0755%
C. 2022-2023 CHANGE IN POPULATION: 1.0151%
D. RATIO OF CHANGE (1.07 55 X 1.0151): 1.0917
E. 2022-2023 APPROPRIATIONS LIMIT: $220,864,716
($202,314,319 X 1.0917)
1611 E. Fourth Street, Suite 200
Santa Ana, CA 92701
(714) 569-1000
203 N. Brea Blvd, Suite 203
Brea, CA 92821
(714) 672-0022
21 Waterway Avenue, Suite 30089
The Woodlands, TX 77380
(936) 828-4587
2151 River Plaza Dr., Suite 150
Sacramento, CA 95833
(916) 503-9691
24422 Avenida de la Carlota, Suite 275
Laguna Hills, CA 92653
(949) 829-8299
www.lslcpas.com
March 7, 2023
To the Honorable Mayor and Members of the City Council
City of Roseville, California
We have audited the financial statements of the governmental activities, the business-type activities, each major fund, and the aggregate remaining fund information of the City of Roseville, California (the City) for the year ended June 30, 2022. Professional standards require th at we provide you with information about our responsibilities under generally accepted auditing standards, Government Auditing Standards, and the Uniform Guidance, as well as certain information related to the planned scope and timing of our audit.
We have communicated such information in our letter to you dated March 7, 2023. Professional standards also require that we communicate to you the following information related to our audit.
Significant Audit Matters
Qualitative Aspects of Significant Accounting Practices
Management is responsible for the selection and use of appropriate accounting policies. The significant accounting policies used by the City are described in Note 1 to the financial statements. No new accounting policies were adopted and the application of existing policies was not changed during fiscal year 2021-2022. We noted no transactions entered into by the City during the year for which there is a lack of authoritative guidance or consens us. All significant transactio ns have been recognized in the financial statements in the proper period.
Accounting estimates are an integral part of the financial stat ements prepared by management and are based on management’s knowledge and experience about past and current events and assumptions about future events. Certain accounting estimates are particularly sensitive because of their significance to the financial statements and because of the possibility that future events affecting them may differ significantly from those expected. The most sensitive estimates affecting the City’s financial statements were:
Management’s estimates of its net pension liability, net other post-employment benefits (OPEB) liability, and self-insuran ce liability are based on act uarial valuation specialist assumptions. We evaluated the key factors and assumptions used to develop the net pension liability, net OPEB liability, and self-insurance liability in determining that they are reasonable in relation to the financial statements taken as a whole.
The financial statement disclosures are neutral, consistent, and clear.
Significant or Unusual Transactions
Management is responsible for the policies and practices used t o account for significant or unusual transactions. No significant unusual transactions have occurred during fiscal year 2021-2022.
To the Honorable Mayor and Members of the City Council
City of Roseville, California
Difficulties Encountered in Performing the Audit
We encountered no significant difficulties in dealing with mana gement in performing and completing our audit.
Corrected and Uncorrected Misstatements
Professional standards require u s to accumulate all known and l ikely misstatements identified during the audit, other than those that are trivial, and communicate them to the appropriate level of management. We are pleased to report that no such misstatements were identified during the course of our audit.
Disagreements with Management
For purposes of this letter, a disagreement with management is a financial accounting, reporting, or auditing matter, whether or not resolved to our satisfaction, that could be significant to the financial statements or the auditor’s report. We are pleased to report that no such dis agreements arose during the course of our audit.
Management Representations
We have requested certain representations from management that are included in the management representation letter dated March 7, 2023.
Management Consultations with Other Independent Accountants
In some cases, management may decide to consult with other accountants about auditing and accounting matters, similar to obtaining a “second opinion” on certain sit uations. If a consultation involves application of an accounting principle to the City’s financial statements or a determination of the type of auditor’s opinion that may be expressed on those statements, our professional standards require the consulting accountant to check with us to determine t hat the consultant has all the r elevant facts. To our knowledge, there were no such consultations with other accountants.
Other Audit Findings or Issues
We generally discuss a variety of matters, including the signif icant events or transactions that occurred during the year, business conditions affecting the City and bus iness plans and strategies that may affect the risks of material misstate ments, the application of account ing principles and auditing standards, with management each year prior to retention as the City’s auditors. However, these discussions occurred in the normal course of our professional relationship and our responses were not a condition to our retention.
Other Matters
We applied certain limited procedures to the management’s discu ssion and analysis, the budgetary comparison schedules, for the General Fund, the modified approa ch to reporting street pavement costs, and the required pension and other post-employment benefits sch edules, as listed in the Annual Comprehensive Financial Report’s table of contents, which are r equired supplementary information (RSI) that supplements the basic financi al statements. Our procedures consisted of inquiries of management regarding the methods of preparing the information and comparin g the information for consistency with management’s responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We did not audit the RSI and do not express an opinion or provide any assurance on the RSI.
To the Honorable Mayor and Members of the City Council
City of Roseville, California
We were engaged to report on the combining and individual nonma jor fund financial statements and schedules, which accompany the financial statements but are not RSI. With respect to this supplementary information, we made certain inquiries of management and evalua ted the form, content, and methods of preparing the information to determine that the information com plies with accounting principles generally accepted in the United States of America, the method of preparing it has not changed from the prior period, and the information is appropriate and complete in relation to our audit of the financial statements. We compared and reconciled the supplementary information to the un derlying accounting records used to prepare the financial statements or to the financial statements themselves.
We were not engaged to report on introductory and statistical s ections, which accompany the financial statements but are not RSI. Such information has not been subjected to the auditing procedures applied in the audit of the basic financial statements, and accordingly, w e do not express an opinion or provide any assurance on it.
The following new Governmental Accounting Standards Board (GASB) pronouncements were effective for fiscal year 2021-2022 audit:
GASB Statement No. 87, Leases.
GASB Statement No. 89, Accounting for Interest Cost Incurr ed before the End of a Construction Period.
GASB Statement No. 97, Certain Component Unit Criteria, and Accounting and Financial Reporting for Internal Revenue Code Section 457 Deferred Compensation Plans.
The following GASB pron ouncements are effect ive in the followin g fiscal years’ audits and should be reviewed for proper implementation by management:
Fiscal year 2023
GASB Statement No. 91, Conduit Debt Obligations.
GASB Statement No. 94, Public-Private and Public-Public Partnerships and Availability Payment Arrangement.
GASB Statement No. 96, Subscription-Based Information Technology Arrangements.
Fiscal year 2024
GASB Statement No. 99, Omnibus 2022.
GASB Statement No. 100, Accounting Changes and Error Corrections.
Fiscal year 2025
GASB Statement No. 101, Compensated Absences
To the Honorable Mayor and Members of the City Council
City of Roseville, California
Restriction on Use
This information is intended solely for the use of City Council and management of City of Roseville and is not intended to be, and should not be, used by anyone other than these specified parties.
Very truly yours,
Sacramento, California
1611 E. Fourth Street, Suite 200
Santa Ana, CA 92701
(714) 569-1000
203 N. Brea Blvd, Suite 203
Brea, CA 92821
(714) 672-0022
21 Waterway Avenue, Suite 30089
The Woodlands, TX 77380
(936) 828-4587
2151 River Plaza Dr., Suite 150
Sacramento, CA 95833
(916) 503-9691
24422 Avenida de la Carlota, Suite 275
Laguna Hills, CA 92653
(949) 829-8299
www.lslcpas.com
INDEPENDENT AUDITORS’ REPORT ON INTERNAL CONTROL
OVER FINANCIAL REPORTING AND ON COMPLIANCE AND OTHER MATTERS
BASED ON AN AUDIT OF FINANCIAL STATEMENTS PERFORMED IN ACCORDANCE
WITH GOVERNMENT AUDITING STANDARDS
To the Honorable Mayor and Members of the City Council
City of Roseville, California
We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the fin ancial statements of the governmental activities, the business-type activities, each major fund, and the aggregate remaining fund information of the City of Roseville, California (the “City”), as of and for the year ended June 30, 2022, and the related notes to the financial statements, which collectively comprise the City’s basic financial statements, and have issued our report thereon dated March 7, 2023.
Report on Internal Control over Financial Reporting
In planning and performing our audit of the financial statement s, we considered the City’s internal control over financial reporting (internal control) as a basis for desi gning audit procedures that are appropriate in the circumstances for the purpose of expressing our opinions on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the City’s internal control. Accordingly, we do not express an opinion on the effectiveness of the City’s internal control.
A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements, on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control, such that ther e is a reasonable possibility t hat a material misstatement of the entity’s financial statements will not be prevented, or detected and cor rected, on a timely basis. A significant deficiency is a deficiency, or a combinati on of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance.
Our consideration of internal c ontrol was for the limited purpo se described in the first paragraph of this section and was not designed to i dentify all deficiencies in internal control that might be material weaknesses or, significant defic iencies. Given these limitation s, during our audit we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses or significant deficiencies may exist that were not identified.
Report on Compliance and Other Matters
As part of obtaining reasonable assurance about whether the Cit y’s financial statements are free from material misstatement, we performed tests of its compliance wit h certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect on the financial statements. However, providing an opinion on complian ce with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are require d to be reported under Government Auditing Standards.
To the Honorable Mayor and Members of the City Council
City of Roseville, California
Purpose of this Report
The purpose of this report is solely to describe the scope of o ur testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the City’s internal control or on compliance. This report i s an integral part of an audit p erformed in accordance with Government Auditing Standards in considering the City’s internal control and compliance. Acc ordingly, this communication is not suitable for any other purpose.
Sacramento, California
March 7, 2023
COUNCIL COMMUNICATION
CC #:
2652
File #:
0102-06
Title:
Proclamation - Building Safety Month
Contact:
Blair Hutchison 916-774-5266 [email protected]
Meeting Date: 4/19/2023
Item #: 6.17.
RECOMMENDATION TO COUNCIL
Proclaim the month of May 2023 as Building Safety Month
and encourage citizens to join with their
communities in participation of Building Safety Month activities.
BACKGROUND
Not applicable.
FISCAL IMPACT
Not applicable.
ENVIRONMENTAL REVIEW
The California Environmental Quality Act (CEQA) does not apply to activities that will not result in a direct or reasonable foreseeable indirect physical change in the environment (CEQA Guidelines §15061(b)(3). Ceremonial documents do not include the potential for a significant environmental effect, and therefore is not subject to CEQA.
CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Respectfully Submitted,
Blair Hutchison, City Clerk Technician
Carmen Avalos, City Clerk
_____________________________
Dominick Casey, City Manager
ATTACHMENTS:
Description
Proclamation - Building Safety Month
COUNCIL COMMUNICATION
CC #:
2653
File #:0102-10
Title:
Resolution - Nancy Renslo
Contact:
Blair Hutchison 916-774-5266 [email protected]
Meeting Date: 4/19/2023
Item #: 6.18.
RECOMMENDATION TO COUNCIL
Commend Nancy Renslo for her 17 years of outstanding service and dedication to the City of Roseville, congratulate her for her many accomplishments, and wish her a long, healthy, and enjoyable retirement.
BACKGROUND
Not applicable.
FISCAL IMPACT
Not applicable.
ENVIRONMENTAL REVIEW
The California Environmental Quality Act (CEQA) does not apply to activities that will not result in a direct or reasonably foreseeable indirect physical change in the environment, or is otherwise not considered a project as defined by CEQA Statute §21065 and CEQA State Guidelines §15060(c)(3) and §15378. Ceremonial documents meet the above criteria and are not subject to CEQA. No additional environmental review is required.
CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Respectfully Submitted,
Blair Hutchison, City Clerk Technician
Carmen Avalos, City Clerk
_____________________________
Dominick Casey, City Manager
ATTACHMENTS:
Description
Resolution - Nancy Renslo
COUNCIL COMMUNICATION
CC #:
2639
File #:
0206-03-01
Title:
Westbrook Community Facilities District No. 1 Special Tax Bonds, Series 2023 Contact:
Jeannine Thrash 916-774-5473 [email protected]
Dennis Kauffman 916-774-5313 [email protected]
Meeting Date: 4/19/2023
Item #: 7.1.
RECOMMENDATION TO COUNCIL
Staff recommends that the City Council adopt a resolution authorizing the issuance of special tax bonds for and on behalf of the City of Roseville Westbrook Community Facilities District No. 1 (Public Facilities), approving and directing the execution of Supplement No. 3 to Fiscal Agent Agreement, approving the form of Preliminary Official Statement, approving sale of such bonds, approving the Bond Purchase Agreement, approving the Third Amendment to Funding, Construction and Acquisition Agreement, and approving other related documents and actions.
The attached resolution authorizes the execution and delivery of the following documents for Westbrook Community Facilities District No. 1:
Supplement No. 3 to Fiscal Agent Agreement
Preliminary Official Statement
Bond Purchase Agreement
Third Amended Funding, Construction and Acquisition Agreement
BACKGROUND
Westbrook Community Facilities District No. 1 (Public Facilities) ("District") was formed on April 16, 2014, with Resolution 14-131. There has been three series of bonds issued since formation:
Series 2014 ($14,355,000); Series 2018 ($11,615,000); and Series 2019 with a par amount of $14,010,000. The 2023 Bonds are being issued at the request of the developer. This is the fourth series of bonds being issued for the District. The Bonds will be used to i) construct and acquire certain public facilities authorized for the District, (ii) provide for a deposit to a debt service reserve account for the 2023 Bonds, (iii) provide capitalized interest on a portion of the debt service due on the 2023 Bonds through September 1, 2023, and (iv) pay costs of issuance of the 2023 Bonds. The maximum par amount for the 2023 Bonds is $4,500,000. The maximum authorized indebtedness for the District is $90,000,000.
FISCAL IMPACT
The CFD will generate special taxes that will be paid by the property owners sufficient to pay the costs of the debt service, CFD administration, and any authorized pay-as-you-go facilities. The issuance of this fourth series of bonds will not impact the City's General Fund.
ENVIRONMENTAL REVIEW
The California Environmental Quality Act (CEQA) does not apply to activities that will not result in a direct or reasonably foreseeable indirect physical change in the environment, or is otherwise not considered a project as defined by CEQA Statute §21065 and CEQA State Guidelines §15060(c)(3) and §15378. Adoption of the resolution meets the above criteria and is not subject to CEQA. No additional environmental review is required.
COMPLIANCE STATEMENT
In accordance with Government Code 5852.1, the following information consists of estimates of certain costs and charges for the Bonds that have been provided by the City's municipal financial advisor, which has been represented by such party to have been provided in good faith: (1) estimated true interest costs of the Bonds: 4.94%; (2) estimated finance charge of the Bonds (sum of all fees and charges paid to third parties): $310,930; (3) estimated amount of proceeds of the Bonds received by the City (net of finance charges, reserves and capitalized interest, if any):
$2,972,816: and (4) estimated total payment amount (sum total of all payments to pay debt service on the Bonds plus the finance charge not paid with proceeds of the Bonds) calculated to the final maturity of the Bonds: $7,254,410.
CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Goal F - Invest in well-planned infrastructure and growth
Respectfully Submitted,
Jeannine Thrash, Management Analyst
Dennis Kauffman, Assistant City Manager/Chief Financial Officer
_____________________________
Dominick Casey, City Manager
ATTACHMENTS:
Description
Resolution 23-130
Bond Purchase Agreement
Preliminary Official Statement
3rd Amendment - Acquisition Agreement
Supplement 3 to Fiscal Agent Agreement
RESOLUTION NO. 23-130
A RESOLUTION AUTHORIZING THE ISSUANCE OF SPECIAL TAX BONDS
FOR AND ON BEHALF OF THE CITY OF ROSEVILLE WESTBROOK
COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES),
APPROVING AND DIRECTING THE EXECUTION OF SUPPLEMENT TO
FISCAL AGENT AGREEMENT, APPROVING THE FORM OF PRELIMINARY
OFFICIAL STATEMENT, APPROVING SALE OF SUCH BONDS PURSUANT
TO BOND PURCHASE AGREEMENT, AND APPROVING OTHER RELATED
DOCUMENTS AND ACTIONS
WHEREAS, this City Council (the “Council”) of the City of Roseville (the “City”) has conducted proceedings under and pursuant to the Mello -Roos Community Facilities Act of 1982, as amended, Chapter 2.5 of Part 1 of Division 2 of Title 5, commencing at Section 53311, of the California Government Code (the “Act”), to form th e Westbrook Community Facilities District No. 1 (Public Facilities) (the “District”), to authorize the levy of special taxes upon the land within the District, and to issue bonds secured by said sp ecial taxes for the purpose of providing moneys for the con struction and acquisition of authorized improvements for the District; and
WHEREAS, at the time of formation of the District, the Council, as legislative body of the District, authorized the issuance of special tax bonds of the City for the District in the maximum aggregate principal amount of not to exceed $90,000,000 (the “Bond Authorization”); and
WHEREAS, the City previously issued for and on behalf of the District, the following series of bonds: (i) Special Tax Bonds, Series 2014 (the “2014 Bonds”), in the initial principal amount of $14,355,000 , (ii) Special Tax Bonds, Series 2018 (the “2018 Bonds”), in the initial principal amount of $11,615,000, and (iii) Special Tax Bonds, Series 2019 (the “201 9 Bonds”), in the initial principal amount of $14,010,000; and
WHEREAS, City now desires to issue a fourth series of special tax bonds for and on behalf of the District , as described in more detail herein (the “Bonds”) to be secured on parity with the previously issued bonds; and
WHEREAS, there has been s ubmitted to the Council a Supplemental Agreement No. 3 to Fiscal Agent Agreement (the “Supplemental Agreement”), which will supplement and amend the Fiscal Agent Agreement, dated as of December 1, 2014 , as previously supplemented and amended by Supplemental Agreement No. 1 to Fiscal Agent Agreement , dated as of July 1, 2018 and Supplemental Agreement No. 2 to Fiscal Agent Agree ment, dated as of May 1, 2019 (as so supplemented and amended, the “Fiscal Agent Agreement”), between the City and U.S.
Bank Trust C ompany, National Association (as successor to The Bank of New York Mellon Trust Company, N.A. ), as fiscal agent, providing f or the issuance of the Bonds and related matters, and the Council, with the aid of City staff, has reviewed the Supplemental Agreement and found it to be in proper order, and now desires to approve the Supplemental Agreement and the issuance of the Bonds; and
WHEREAS, the City proposes to sell the Bonds to Piper Sandler & Co., as underwriter (the “Underwriter”), pursuant to the terms of a Bond Purchase Agreement by and between the City and the Underwriter, and the Underwriter proposes to offer the Bonds to the investing - 2 -
public by means of a Preliminary Official Statement , and the Council, with the aid of City staff, has reviewed the B ond Purchase Agreement and the Preliminary Official S tatement and found them to be in proper order, and now desires to approve said documents; and
WHEREAS, all conditions, things and acts required to exist, to have happened and to have been performed pre cedent to the issuance of the Bonds as contemplated b y this Resolution and the documents referred to herein exist, have happened and have been performed in due time, form and manner as required by the laws of the State of California, including the Act.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF ROSEVI LLE RESOLVES AS FOLLOWS:
1. Findings. This Council finds and determines that it is prudent in the management and development of land in the City and the District to issue the Bonds , on a parity with t he 2014 Bonds, the 2018 Bonds and the 2019 Bonds, for the purpose of providing moneys for the construction and acquisition of authorized improvements for the District.
2. Law Applicable. For the purposes of these proceedings in and for the District, the Act shall be the authority for the issuance of the Bonds.
3. Bonds Authorized . Pursuant to the Act, this Resolution and the Fiscal Agent Agreement, special tax bonds of the City for the District designated as “City of Roseville Westbrook Community Fa cilities District No. 1 (Public Facili ties) Special Tax Bonds Series 2023” in an aggregate principal amount not to exceed $4,500,000 are hereby authorized to be issued. The Bonds shall be executed in the form set forth in , and otherwise as provided in, the Fiscal Agent Agreement.
The Bonds shall not be issued unless the value of the real property within the District subject to the special tax to pay debt service on the Bonds, based on the assessed values and/or appraised values set forth in an appraisal prepared by an independent appraiser hired by the City for the pu rpose of determining such value , is at least three (3) times the proposed principal amount of the outstanding bonds plus the Bonds proposed to be issued and secured by a special tax levied pursuant to the Act on property within the District.
4. Supplemental Agreement. The Council hereby approves the Supplemental Agreement in the form presented to the Council at this meeting. The City Manager , Assistant City Manager/Chief Financial Office r or such other person or persons as either of them may designate (collectively, the “Authorized Officers”), each acting alone or together with any other Authorized Officer, are each hereby authorized and directed to execute the Supplemental Agreement, in s uch form, together with any additions thereto or changes therein , including providing for municipal bond insurance, deemed necessary or advisable by the Authorized Officer executing such document upon consultation with Jones Hall, A Professional Law Corporation, as bond counsel to the City (“Bond Counsel”). The proceeds of the Bonds shall be applied by the City for the purposes and in the amounts as set forth in the Supplemental Agreement. The Council hereby authorizes the delivery and performance by the City of the Supplemental Agreement and the Fiscal Agent Agreement.
5. Covenant to Foreclose. The City hereby covenants, for the benefit of the owners of the Bonds, to commence and diligently pursue to completion any foreclosure action regarding - 3 -
delinquent installments of any amount levied as a special tax for the payment of interest or principal of the Bonds, said foreclosure action to be commenced and pursued as m ore completely set forth in the Fiscal Agent Agreement.
6. Approval of Official Statemen t. The Council hereby approves the Preliminary Official Statement with respect to the Bonds, in substantially the form on file with the City Clerk.
Distribution of the Preliminary Official Statement by the City and the Underwriter is hereby approved, and, prior to the distribution of the Preliminary Official Statement, each Authorized Officer, each acting alone or together with any other Authorized Officer, is author ized and directed, on behalf of the City, to deem the Preliminary Official Statement “final” pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934 (the “Rule”). The execution of the final Official Statement, which shall include such changes a nd additions thereto deemed advisable by the Authorized Officer executing the same, and su ch information permitted to be excluded from the Preliminary Official Statement pursuant to the Rule, is hereby approved for delivery to the purchasers of the Bonds, and each Authorized Officer, each acting alone or together with any other Authorized Officer, is authorized and directed to execute and deliver the final Official Statement for and on behalf of the City, to deliver to the Underwriter a certificate with respect to the information set forth therein and to deliver to the Underwriter a continuing disclosure undertaking, the form of which is included as part of the Preliminary Official Statement, in substantially such form, together with such changes and additions thereto deemed advisable by the Authorized Officer executing the same.
7. Approval of Bond Purchase Agreement. The Council hereby approves the Bond Purchase Agreement between the City and the Underwriter, in substantially the form on file with the City Clerk; provided, that the aggregate principal amount of Bonds shall not exceed $4,500,000 or result in an Underwriter’s discount in excess of 1.65%, or a true interest cost in excess of 6.25% per annum . Subject to the foregoing parameters, an Authorized Officer is hereby authorized and directed to execute the Bond Purchase Agreement in subs tantially the form on file with the City Clerk, together with such changes and additions thereto deemed advisable by the Authorized Officer executing the same. The Council hereby finds and determines that the sale of the Bonds at negotiated sale as contemp lated by the Bond Purchase Agreement will result in a lower overall cost.
8. Approval of Amendment to Funding, Construction and Acquisition Agreement.
In connection with the issuance of the Bonds, any Authorized Officer is hereby authorized and directed to execute an amendment to the Funding, Construction and Acquisition Agreement entered into in 2014 with the master developers of the project being undertaken in the District , in a form deemed appropriate and advisable by the Authorized Officer executing the same.
9. Actions Authorized. All actions heretofore taken by the officers, employees and agents of the City with respect to the establishment of the District and the sale and issuance of the Bonds are hereby approved, confirmed and ratified, and the Authorized Officers of the City are hereby authorized and directed to do any and all things and take any and all actions and execute any and all certificates, agreements and other documents, which they, or any of them, may deem necessary or advis able in order to consummate the lawful is suance and delivery of the Bonds in accordance with this resolution, and any certificate, agreement, and other document described in the documents herein approved. All actions to be taken by a specified Authorized Officer as specified herein, may be taken by the Authorized Officer or any designee, with the same force and effect as if taken by such Authorized Officer.
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10. Effectiveness. This Resolution shall take effect upon its adoption.
* * * * *
I hereby certify that the foregoing Resolution was duly adopted by the City Council of the City of Roseville, California, at a regularly scheduled meeting thereof, held on the ____ day of ______________, 2023, by the following vote of the City Council:
AYES: COUNCILMEMBERS
NOES: COUNCILMEMBERS
ABSENT: COUNCILMEMBERS
ABSTAIN: COUNCILMEMBERS
_______________________________________
Mayor
ATTEST:
City Clerk
1 $_______ CITY OF ROSEVILLE WESTBROOK COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES) SPECIAL TAX BONDS SERIES 2023 BOND PURCHASE AGREEMENT ________, 2023 City of Roseville Westbrook 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 Westbrook 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 Supplemental Agreement No. 3 to Fiscal Agent Agreement, dated as of May 1, 2023, which supplements the Fiscal Agent Agreement dated as of December 1, 2014, as previously supplemented by a Supplemental Agreement No. 1, dated as of July 1, 2018 and Supplemental Agreement No. 2 to Fiscal Agent Agreement, dated as of May 1, 2019 (collectively, the “Fiscal Agent Agreement”) by and between the City and U.S. Bank Trust Company, National Association, as successor fiscal agent to The Bank of New York Mellon Trust Company, N.A. (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 Westbrook Community Facilities District No. 1 (Public Facilities) Special Tax Bonds, Series 2023 (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 net original issue premium of $________, less an Underwriter’s discount of $_______). 2 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 (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 ________, 2023. The proceeds of the Bonds shall be used to (i) construct and acquire certain public facilities authorized for the Community Facilities District, (ii) provide for a deposit to a debt service reserve account for the Bonds, (iii) provide capitalized interest on a portion of the debt service due on the Bonds through September 1, 2023, and (iv) 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 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 3 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 ______, 2023, 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 _______, 2023 (the “Closing Date”), and the Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in paragraph (A) 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. 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 4 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”), and 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, together with the 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 Formation Resolution, 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 and amendments thereto (collectively, the “Notice of Special Tax Lien”) (the Community Facilities District Formation Resolution, the Ordinance, and the Notice of Special Tax Lien being collectively referred to herein as the “Formation Documents”), and the City Council has duly adopted the Resolution. 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. C. The information in the Preliminary Official Statement (other than statements pertaining to the book-entry system and under the headings “THE DISTRICT – Development in the 5 District,” 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 – Development in the District,” 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 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, 6 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 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 7 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 “Local Agency Goals and Policies for Community Facilities Districts,” pursuant to Section 53312.7 of the Act. 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. 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 9 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 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 10 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; 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 11 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; 2. Fiscal Agent Agreement. The Fiscal Agent Agreement, duly executed and delivered by the City and the Fiscal Agent; 12 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 – 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 cross-reference), 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 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; 13 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, 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 14 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 Westpark S.V. 400, LLC (“Westpark” or the “Property Owner”) in the form under Appendix G hereto. 24. Property Owner Bring-Down Certificate. An executed bring-down certificate from Westpark, dated as of the Closing Date, in forms and substance as set forth in Appendix H hereto. 25. Property Owner Counsel Opinion. The opinion of counsel to Westpark in the form attached under Appendix I hereto, addressed to the City and the Underwriter. 26. 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. 27. Additional Bonds Certificate. A certificate in form and substance acceptable to Bond Counsel and Underwriter of Willdan Financial Services, Inc., dated as of the Closing Date, showing that the requirements of subsection (vi) of Section 5.17(a) of the Fiscal Agent Agreement are satisfied. 28. Additional Bonds Opinion. An opinion or opinions, dated the Closing Date and addressed to the City, Trustee and Underwriter, of Bond Counsel, meeting the requirements set forth in Section 5.17(b)(v) and Section 8.08 of the Fiscal Agent Agreement. 29. 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 15 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: 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. 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 16 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. 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. 17 (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. 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 18 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. 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. 19 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. 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 WESTBROOK COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES) SPECIAL TAX BONDS, SERIES 2023] A-1
APPENDIX A $________ CITY OF ROSEVILLE WESTBROOK COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES) SPECIAL TAX BONDS SERIES 2023 MATURITY SCHEDULE Maturity (September 1) Principal Amount Interest Rate Yield Price 10% Test Satisfied* 10% Test Not Satisfied Subject to Hold-The-Offering-Price Rule 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 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 Westbrook Community Facilities District No. 1 (Public Facilities) 311 Vernon Street Roseville, California 95678 Re: City of Roseville Westbrook Community Facilities District No. 1 (Public Facilities) Special Tax Bonds, Series 2023 Ladies and Gentlemen: We have acted as City Attorney for the City of Roseville (the “City”) and counsel for the Westbrook Community Facilities District No. 1 (Public Facilities) (the “Community Facilities District”), in connection with the purchase and sale of the City of Roseville Westbrook Community Facilities District No. 1 (Public Facilities) Special Tax Bonds, Series 2023 (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 Supplemental Agreement No. 3 to Fiscal Agent Agreement, dated as of May 1, 2023, which supplements the Fiscal Agent Agreement dated as of December 1, 2014, as previously supplemented by a Supplemental Agreement No. 1, dated as of July 1, 2018 and Supplemental Agreement No. 2 to Fiscal Agent Agreement, dated as of May 1, 2019 (collectively, the “Fiscal Agent Agreement”) by and between the City and U.S. Bank Trust Company, National Association, as successor fiscal agent to The Bank of New York Mellon Trust Company, N.A. (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 [BPA Date], relating to the Bonds (the “Official Statement”), Resolution No. _____ adopted by the City Council of the City on ______, 2023 (“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 was 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; B-3
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, C-1
APPENDIX C CITY OF ROSEVILLE WESTBROOK COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES) SPECIAL TAX BONDS SERIES 2023 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 Westbrook 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 heading “THE DISTRICT – Development in the District,” 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 heading “THE DISTRICT – Development in the District,” as to which no view is expressed) as of its date was and as of the date hereof is, true and correct in all material respects and does not contain any C-2
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 heading “THE DISTRICT – Development in the District,” 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 U.S. Bank Trust Company, National Association (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 Supplemental Agreement No. 3 to Fiscal Agent Agreement, dated as of May 1, 2023, which supplements the Fiscal Agent Agreement dated as of December 1, 2014, as previously supplemented by a Supplemental Agreement No. 1, dated as of July 1, 2018 and Supplemental Agreement No. 2 to Fiscal Agent Agreement, dated as of May 1, 2019 (collectively, the “Fiscal Agent Agreement”) by and between the City and the Bank, as successor fiscal agent. 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) 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, to the best of its knowledge, 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 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 applicable court or administrative decree or order, or under any loan agreement, note, ordinance, resolution, Fiscal Agent Agreement, 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. Dated: [Closing Date] U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as successor Fiscal Agent By: Authorized Officer
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APPENDIX E FISCAL AGENT’S COUNSEL OPINION [Closing Date] City of Roseville Westbrook 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 Westbrook Community Facilities District No. 1 (Public Facilities) Special Tax Bonds, Series 2023 Ladies and Gentlemen: We have acted as counsel for U.S. Bank Trust Company, National Association (the “Bank”) in connection with the execution by the Bank of the Supplemental Agreement No. 3 to Fiscal Agent Agreement, dated as of May 1, 2023, which supplements the Fiscal Agent Agreement dated as of December 1, 2014, as previously supplemented by a Supplemental Agreement No. 1, dated as of July 1, 2018 and Supplemental Agreement No. 2 to Fiscal Agent Agreement, dated as of May 1, 2019 (collectively, the “Fiscal Agent Agreement”) by and between the City and the Bank, as successor fiscal agent. 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, F-1
APPENDIX F CITY OF ROSEVILLE WESTBROOK COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES) SPECIAL TAX BONDS SERIES 2023 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 [BPA Date], for the City of Roseville Westbrook Community Facilities District No. 1 (Public Facilities) (the “Community Facilities District”) Special Tax Bonds, Series 2023 (the “Bonds”). Capitalized terms not otherwise defined herein shall be defined as provided in the Rate and Method or the Supplemental Agreement No. 3 to Fiscal Agent Agreement, dated as of May 1, 2023, which supplements the Fiscal Agent Agreement dated as of December 1, 2014, as previously supplemented by a Supplemental Agreement No. 1, dated as of July 1, 2018 and Supplemental Agreement No. 2 to Fiscal Agent Agreement, dated as of May 1, 2019 (collectively, the “Fiscal Agent Agreement”) by and between the City and U.S. Bank Trust Company, National Association, as successor fiscal agent to The Bank of New York Mellon Trust Company, N.A. (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 Bonds, the 2019 Bonds, the 2018 Bonds and the 2014 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 Bonds, the 2019 Bonds, the 2018 Bonds and the 2014 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 Bonds, the 2019 Bonds, the 2018 Bonds and 2014 Bonds payable from such Special Taxes plus estimated Administrative Expenses equal to a maximum of $____ for Fiscal Year 2022-23 (subject to inflation at 2.00% for each subsequent Fiscal Year beginning with Fiscal Year 2023-24), assuming the debt service schedule shown in the Official Statement is true and correct. 5. 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.
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6. 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. 7. 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: Title:
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APPENDIX G CITY OF ROSEVILLE WESTBROOK COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES) SPECIAL TAX BONDS SERIES 2023 CERTIFICATE OF PROPERTY OWNER [POS Date] The undersigned party certifies and represents that he or she is duly authorized on behalf of WESTPARK S.V. 400, LLC, a California limited liability company (“Westpark” 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 term “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 “Property” means the real property currently owned by the Property Owner within the City of Roseville Westbrook Community Facilities 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:
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(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 limited partnership 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; and (iii) to carry on its business as described in the Preliminary Official Statement. (2) 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: (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; and (iii) to carry on its business as described in the Preliminary Official Statement. (3) Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge of the Property Owner, 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. (4) 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. (5) 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 years, has ever defaulted to any material extent in, G-3
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. (6) 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 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; (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) 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, or the Bond Purchase Agreement; or (v) restrain or enjoin collection of Special Taxes or other sums to be pledged to pay the principal of and interest on the Bonds. (7) 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 10 years. (8) 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,” “VALUE OF PROPERTY WITHIN THE G-4
DISTRICT,” 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. (9) Except as disclosed in the Preliminary Official Statement, the Property Owner has not submitted an application for, nor received actual notice of, (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. (10) 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; or (iii) the ability of the Property Owner to carry on its business as described in the Preliminary Official Statement. (11) 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. (12) 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; G-5
(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 (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. (13) 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. (14) 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. (15) 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 G-6
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. (16) 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. (17) 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 Paragraph 8 of this Certificate (and subject to the limitations and exclusions contained in Paragraph 8 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. (18) 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. (19) 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 G-7
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 (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. WESTPARK S.V. 400, LLC, a California limited liability company, By:
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APPENDIX H CITY OF ROSEVILLE WESTBROOK COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES) SPECIAL TAX BONDS SERIES 2023 BRING-DOWN CERTIFICATE OF PROPERTY OWNER [Closing Date] The undersigned party certifies and represents that he or she is duly authorized on behalf of WESTPARK S.V. 400, LLC, a California limited liability company (“Westpark” 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”) 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 Bring-Down 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 dated [BPA Date] (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 8 of the Certificate (and subject to the limitations and exclusions contained in Paragraph 8 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 8 of the Certificate (and subject to the limitations and exclusions contained in Paragraph 8 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. WESTPARK S.V. 400, LLC, a California limited liability company, By:
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APPENDIX I CITY OF ROSEVILLE WESTBROOK COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES) SPECIAL TAX BONDS SERIES 2023 FORM OF PROPERTY OWNER’S COUNSEL OPINION [Closing Date] City of Roseville Westbrook 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 Westbrook Community Facilities District No. 1 (Public Facilities) Special Tax Bonds, Series 2023 Ladies and Gentlemen: We have acted as counsel to Westpark S.V. 400, LLC (“Westpark” or the “Property Owner”) in connection with the issuance and sale by City of Roseville Westbrook Community Facilities District No. 1 (Public Facilities) (the “District”) of $_____ City of Roseville Westbrook Community Facilities District No. 1 (Public Facilities) Special Tax Bonds, Series 2023 (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 [BPA Date] (collectively, the “Official Statement”) for the offer and sale of the Bonds; C. The Development Agreement dated June 20, 2012, including the Amendments thereto, between Property Owner and the City related to development in the Sierra Vista Specific Plan area (collectively, the “Development Agreement”); I-2
D. A litigation search of Property Owner, conducted _______, 2023 by _________, (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 to us from the applicable courts. E. The Funding, Construction and Acquisition Agreement dated as of December 1, 2014, including the Amendments thereto, between Property Owner and the City (together, the “Acquisition Agreement” and together with the Development Agreement, the “Property Owner Agreements”); F. The Articles of Organization of Westpark S.V. 400, LLC, dated as of __________, certified by the Secretary of State of the State of California on _________; G. The Operating Agreement of Westpark S.V. 400, LLC, certified by the Secretary of Property Owner to be the operating agreement in effect on the date hereof; H. Certificate of Good Standing for Westpark S.V. 400, LLC, issued by the Secretary of State of the State of California on __________; and I. The Property Owner Closing Certificate provided by Property Owner to the City and Underwriter pursuant to Section 3 of the Bond Purchase Agreement. 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 Closing Certificate. 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 Closing Certificate, 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; I-3
(iii) The truth, accuracy and completeness of all factual representations and warranties of all parties under the documents described in paragraphs A through J, above; and (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. 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. Each entity of the Property Owner is qualified to do business in the State of California. 2. The Property Owner Agreements have been duly authorized, executed and delivered by Property Owner, and constitute legal, valid and binding obligations of the Property Owner, enforceable against the Property Owner in accordance with their respective terms. 3. The execution and delivery by Property Owner of the Property Owner Agreements and the performance of its obligations thereunder will not conflict with or result in a violation of, or breach of or a default under, as applicable (a) the Articles of Incorporation or Bylaws of Property Owner, (b) to our knowledge, any indenture, mortgage, deed of trust, lease, note, commitment, agreement or other instrument to which Property Owner is a party, or by which Property Owner or its property is bound or (c) to our knowledge, of any order, rule or regulation of any court or other governmental body having jurisdiction over Property Owner, the conflict, violation or breach of which, in the case of clauses (b) or (c) would have a material adverse effect on Property Owner or the development, use, occupancy or operation of the Development or any material portion thereof. 4. To our knowledge, and otherwise based solely upon a review of the Litigation Search, 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 Agreements or (b) on the development, construction, use, occupancy or operation of the Development or a material portion thereof. 5. To our knowledge, the environmental review pursuant to the California Environmental Quality Act (Public Resources Code §§ 21000 et seq.) for the Sierra Vista Specific Plan for the property within the District and the Property Owner Agreements have been completed and the Notices of Determination with respect to such approvals (except for amendments to the Development Agreement and the Acquisition Agreement) have been filed I-4
and posted by the City in accordance with the requirements of the California Environmental Quality Act. 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,” and “SPECIAL RISK FACTORS” nothing has come to our attention which would lead us to believe that such discussion contains any untrue statements of a material fact or omits to state a material fact necessary to make the statements contained 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: (a) 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. (b) 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 Development. 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 WESTBROOK COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES) SPECIAL TAX BONDS SERIES 2023 CERTIFICATE OF APPRAISER Integra Realty Resources (the “Appraiser”), Sacramento, California prepared an appraisal of the properties within the City of Roseville Westbrook Community Facilities District No. 1 (Public Facilities) (the “Community Facilities District”) dated February 27, 2023 (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 [BPA 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 WESTBROOK COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES) SPECIAL TAX BONDS SERIES 2023 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 General Rule Maturities. As of the date of this certificate, for each Maturity of the General Rule Maturities, the first price at which at least 10% of such Maturity was sold to the Public is the respective price listed in Schedule A. 2. Initial Offering Price of the Hold-the-Offering-Price Maturities. (a) Piper offered the Hold-the-Offering-Price Maturities to the Public for purchase at the respective initial offering prices listed in Schedule A (the “Initial Offering Prices”) on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule B. (b) As set forth in the Bond Purchase Agreement, Piper has agreed in writing that, (i) for each Maturity of the Hold-the-Offering-Price Maturities, it would neither offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the “hold-the-offering-price rule”), and (ii) any selling group agreement shall contain the agreement of 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-the-offering-price rule. Pursuant to such agreement, no Underwriter (as defined below) has offered or sold any Maturity of the Hold-the-Offering-Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period. 3. Defined Terms. (a) General Rule Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “General Rule Maturities.” (b) Hold-the-Offering-Price Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “Hold-the-Offering-Price Maturities.” (c) Holding Period means, with respect to a Hold-the-Offering-Price Maturity, the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date, or (ii) the date on which Piper has sold at least 10% of such Hold-the-Offering-Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold-the-Offering-Price Maturity.
K-2
(d) Issuer means City of Roseville. (e) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate maturities. (f) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term “related party” for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (g) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is [BPA Date]. (h) 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:
K-3
SCHEDULE A SALE PRICES OF THE GENERAL RULE MATURITIES AND INITIAL OFFERING PRICES OF THE HOLD-THE-OFFERING-PRICE MATURITIES (Attached) K-3
SCHEDULE B PRICING WIRE OR EQUIVALENT COMMUNICATION (Attached) Jones Hall Draft of March 28, 2023
PRELIMINARY OFFICIAL STATEMENT DATED _______, 2023
NEW ISSUE-FULL BOOK ENTRY NOT RATED
In the opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel, subject, however to certain qualifications described herein, under existing law, the interest on the 2023 Bonds is excluded from gross income for federal income tax purposes and such interest is not an item of tax preference for purposes of the federal alternative minimum tax. Interest on the 2023 Bonds may be subject to the corporate alternative minimum tax. In the further opinion of Bond Counsel, such interest is exempt from California personal income taxes.
See “TAX MATTERS” herein.
$____________*
CITY OF ROSEVILLE
WESTBROOK COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES)
SPECIAL TAX BONDS
SERIES 2023
Dated: Date of Delivery Due: September 1, as shown below The bonds captioned above (the “2023 Bonds”), are being issued by the City of Roseville (the “City”) by and through its Westbrook Community Facilities District No. 1 (Public Facilities) (the “District”). The 2023 Bonds are special tax obligations of the City, authorized pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, being California Government Code Section 53311, et seq. (the “Act”), and are issued pursuant to the Resolution of Issuance (as defined herein) and a Supplemental Agreement No. 3 to Fiscal Agent Agreement, dated as of May 1, 2023, which supplements the Fiscal Agent Agreement dated as of December 1, 2014, as previously supplemented by a Supplemental Agreement No. 1, dated as of July 1, 2018 and Supplemental Agreement No. 2 to Fiscal Agent Agreement, dated as of May 1, 2019 (collectively, the “Fiscal Agent Agreement”) by and between the City and U.S. Bank Trust Company, National Association, as successor fiscal agent to The Bank of New York Mellon Trust Company, N.A. (the “Fiscal Agent”).
The 2023 Bonds are being issued to (i) construct and acquire certain public facilities authorized for the District, (ii) provide for a deposit to a debt service reserve account for the 2023 Bonds, (iii) provide capitalized interest on a portion of the debt service due on the 2023 Bonds through September 1, 2023, and (iv) pay costs of issuance of the 2023 Bonds. Interest on the 2023 Bonds is payable semiannually on March 1 and September 1 of each year, commencing September 1, 2023. The 2023 Bonds represent the fourth series of special tax bonds issued for the District, and the issuance of additional parity bonds in the future is contemplated, subject to the conditions set forth in the Fiscal Agent Agreement. See “THE BONDS – Authority for Issuance” and “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Future Parity Bonds.”
The 2023 Bonds are being issued as fully registered bonds, registered in the name of Cede & Co. as nominee of The Depository Trust Company (“DTC”), and will be available to ultimate purchasers in the denomination of $5,000 or any integral multiple thereof, under the book-entry system maintained by DTC. See “APPENDIX G – THE BOOK-ENTRY SYSTEM.” The 2023 Bonds are secured by and payable from a pledge of Special Tax Revenues (as defined herein) derived from Special Taxes (as defined herein) to be levied by the City on real property within the boundaries of the District, from the proceeds of any foreclosure actions brought following a delinquency in the payment of the Special Taxes, and from amounts held in certain funds under the Fiscal Agent Agreement, all as more fully described herein. Unpaid Special Taxes do not constitute a personal indebtedness of the owners of the parcels within the District. In the event of delinquency, proceedings may be conducted only against the parcel of rea l property securing the delinquent Special Tax. There is no assurance the owners will be able to pay the Special Tax or that they will pay a Special Tax even though financially able to do so. To provide funds for payment of the 2023 Bonds and the interest thereon as a result of any delinquent Special Taxes, the City will establish a debt service reserve account for the 2023 Bonds from proceeds of the 2023 Bonds, as described herein. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS.” Property in the District subject to the Special Tax consists of 1,727 taxable residential units (998 LDR, 466 MDR and 263 HDR), which has been developing in three phases. The master developer has completed all of the required backbone infrastructure in phases 1 and 2 and nearly all of the required backbone infrastructure in phase 3. Homebuilding, site development and multi -family development is currently underway in phase 3. See “THE DISTRICT” and “OWNERSHIP OF PROPERTY WITHIN THE DISTRICT. ” The 2023 Bonds are subject to optional and mandatory redemption prior to maturity as described herein. See “THE BONDS — Redemption.”
THE 2023 BONDS, THE INTEREST THEREON, AND ANY PREMIUM PAYABLE ON THE REDEMPTION OF ANY BONDS (IF
ANY), ARE NOT AN INDEBTEDNESS OF THE CITY (EXCEPT TO THE LIMITED EXTENT DESCRIBED IN THIS OFFICIAL STATEMENT), THE STATE OF CALIFORNIA (THE “STATE”) OR ANY OF THEIR RESPECTIVE POLITICAL SUBDIVISIONS. NONE
OF THE CITY (EXCEPT TO THE LIMITED EXTENT DESCRIBED IN THIS OFFICIAL STATEMENT), THE STATE OR ANY OF ITS POLITICAL SUBDIVISIONS IS LIABLE FOR THE BONDS. OTHER THAN THE SPECIAL TAX REVENUES, NO TAXES ARE PLEDGED TO THE PAYMENT OF THE BONDS. THE BONDS DO NOT CONSTITUTE A GENERAL OBLIGATION OF THE CITY, BUT ARE
LIMITED OBLIGATIONS OF THE CITY PAYABLE SOLELY FROM THE SPECIAL TAX REVENUES COLLECTED IN THE DISTRICT AS
MORE FULLY DESCRIBED IN THIS OFFICIAL STATEMENT
This cover page contains certain information for general reference only. It is not a summary of all of the provi sions of the 2023 Bonds. Prospective investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision. See “SPECIAL RISK FACTORS ” herein for a discussion of the special risk factors that should be considered, in addition to the other matters and risk factors set forth herein, in evaluating the investment quality of the 2023 Bonds .
The 2023 Bonds are offered when, as and if issued, subject to approval as to their legality by Jones Hall, a Professional Law Corporation, San Francisco, California, Bond Counsel. Certain legal matters will also be passed on by Jones Hall, as Disclosure Counsel and Kutak Rock LLP, Irvine, California, as counsel to the Underwriter. Certain legal matters will be passed upon for the City by the City Attorney. It is anticipated that the 2023 Bonds will be available for delivery to DTC on or about May _______, 2023. [Piper logo]
The date of this Official Statement is ________, 2023.
_______________
* Preliminary; subject to change.
This Preliminary Official Statement and the information contained herein are subject to completion or amendment. Under no cir cumstances shall this Preliminary Official Statement constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer solicitation or sale wou ld be unlawful prior to registration or qualification under the securi ties laws of such jurisdiction.
CITY OF ROSEVILLE WESTBROOK COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES) SPECIAL TAX BONDS SERIES 2023 MATURITY SCHEDULE Maturity (Sept. 1) Principal Amount Interest Rate Yield Price CUSIP† (_______) $__________ _____% Term Bond Due September 1, 20___; Yield ____%; Price: ____% CUSIP†: _________ † CUSIP Global Services (CGS) is managed on behalf of American Bankers Association by FactSet Research Systems Inc. CopyrightÓ 2023 CUSIP Global Services. This data is not intended to create a database and does not serve in any way as a substitute for the CGS database. CUSIPÒ numbers are provided for convenience of reference only. None of the City, the Fiscal Agent or the Underwriter take any responsibility for the accuracy of the CUSIP data.
CITY OF ROSEVILLE, CALIFORNIA City Council Bruce Houdesheldt, Mayor (District 3) Krista Bernasconi, Vice Mayor (District 4) Scott Alvord, Councilmember (District 5) Tracy Mendonsa, Councilmember (District 1) Pauline Roccucci, Councilmember (District 2) City Staff Dominick Casey, City Manager Dennis Kauffman, Assistant City Manager/Chief Financial Officer Michelle Sheidenberger, City Attorney Carmen Avalos, City Clerk ____________________________ SPECIAL SERVICES Bond Counsel and Disclosure Counsel Jones Hall, A Professional Law Corporation San Francisco, California Municipal Advisor Hilltop Securities Inc. Encino, California Appraiser Integra Realty Resources Sacramento, California Special Tax Administrator Willdan Financial Services Temecula, California Fiscal Agent U.S. Bank Trust Company, National Association San Francisco, California
GENERAL INFORMATION ABOUT THIS OFFICIAL STATEMENT Use of Official Statement. This Official Statement is submitted in connection with the sale of the 2023 Bonds referred to herein and may not be reproduced or used, in whole or in part, for any other purpose. This Official Statement is not to be construed as a contract with the purchasers of the 2023 Bonds. Estimates and Forecasts. When used in this Official Statement and in any continuing disclosure by the City, in any press release and in any oral statement made with the approval of an authorized officer of the City, the words or phrases “will likely result,” “are expected to”, “will continue”, “is anticipated”, “estimate”, “project,” “forecast”, “expect”, “intend” and similar expressions identify “forward looking statements.” Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward-looking statements. Any forecast is subject to such uncertainties. Inevitably, some assumptions used to develop the forecasts will not be realized and unanticipated events and circumstances may occur. Therefore, there are likely to be differences between forecasts and actual results, and those differences may be material. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, give rise to any implication that there has been no change in the affairs of the City since the date hereof. Limit of Offering. No dealer, broker, salesperson or other person has been authorized by the City to give any information or to make any representations in connection with the offer or sale of the 2023 Bonds other than those contained herein and if given or made, such other information or representation must not be relied upon as having been authorized by the City or the Underwriter. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the 2023 Bonds by a person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale. Involvement of Underwriter. The Underwriter has reviewed the information in this Official Statement in accordance with, and as a part of, their responsibilities to investors under the Federal Securities Laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. The information and expressions of opinions herein are subject to change without notice and neither delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the City since the date hereof. All summaries of the documents referred to in this Official Statement, are made subject to the provisions of such documents, respectively, and do not purport to be complete statements of any or all of such provisions. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE 2023 BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THE 2023 BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON AN EXCEPTION FROM THE REGISTRATION REQUIREMENTS CONTAINED IN SUCH ACT. THE 2023 BONDS HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE.
TABLE OF CONTENTS Page Page INTRODUCTION ............................................ 2 ESTIMATED SOURCES AND USES OF FUNDS ........................................................... 7 THE BONDS .................................................. 8 Authority for Issuance .................................. 8 Description of the Bonds ............................. 8 Redemption* ................................................ 9 Transfer or Exchange of Bonds ................. 11 SECURITY AND SOURCES OF PAYMENT FOR THE BONDS ........................................ 12 Special Taxes ............................................ 12 Special Tax Methodology .......................... 13 Levy of Annual Special Tax; Maximum Special Tax ............................................. 14 Special Tax Fund ...................................... 16 Deposit and Use of Proceeds of Bonds .... 16 Delinquent Payments of Special Tax; Covenant for Superior Court Foreclosure ................................................................ 16 2023 Reserve Account of the Reserve Fund ................................................................ 18 Improvement Fund .................................... 19 Future Parity Bonds ................................... 19 DEBT SERVICE SCHEDULES .................... 21 THE SIERRA VISTA SPECIFIC PLAN ........ 24 THE DISTRICT ............................................. 24 Formation of the District ............................ 24 Location and Description of the District and the Immediate Area ................................ 24 The Developer ........................................... 37 VALUE OF PROPERTY WITHIN THE DISTRICT ..................................................... 39 Assessed Values ....................................... 39 The Appraisal ............................................ 39 Value to Special Tax Burden Ratios .......... 42 Overlapping Liens and Priority of Lien ...... 44 Estimated Tax Burden on Single-Family Home ...................................................... 45 Special Tax Collections and Delinquencies ................................................................ 46 SPECIAL RISK FACTORS ........................... 47 Limited Obligation of the City to Pay Debt Service .................................................... 47 Concentration of Ownership ...................... 47 Appraised Values ...................................... 47 Property Values and Property Development ................................................................ 48 Levy and Collection of Special Taxes ....... 51 Bankruptcy Delays .................................... 53 Parity Taxes and Special Assessments; Private Debt ............................................ 53 Tax Delinquencies ..................................... 54 No Acceleration Provisions ....................... 55 Ballot Initiatives ......................................... 55 Voter Initiatives .......................................... 55 Case Law Related to the Mello-Roos Act .. 56 Changes in Tax Law .................................. 57 COVID-19 Pandemic ................................. 57 Cyber Security ........................................... 58 Potential Early Redemption of Bonds from Prepayments .......................................... 58 CONSTITUTIONAL LIMITATIONS ON TAXATION AND APPROPRIATIONS .......... 59 CONTINUING DISCLOSURE ...................... 60 UNDERWRITING ......................................... 60 MUNICIPAL ADVISOR ................................. 61 LEGAL OPINION .......................................... 61 TAX MATTERS ............................................ 61 NO RATINGS ............................................... 63 NO LITIGATION ........................................... 63 EXECUTION ................................................ 63 APPENDIX A - RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX APPENDIX B - THE APPRAISAL APPENDIX C - THE CITY OF ROSEVILLE AND PLACER COUNTY APPENDIX D - FORM OF OPINION OF BOND COUNSEL APPENDIX E - FORMS OF CONTINUING DISCLOSURE UNDERTAKINGS APPENDIX F - SUMMARY OF CERTAIN PROVISIONS OF FISCAL AGENT AGREEMENT APPENDIX G - THE BOOK ENTRY SYSTEM
2 OFFICIAL STATEMENT $____________* CITY OF ROSEVILLE WESTBROOK COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES) SPECIAL TAX BONDS SERIES 2023 This Official Statement, including the cover page and all Appendices hereto, is provided to furnish certain information in connection with the issuance by the City of Roseville (the “City”) by and through its Westbrook Community Facilities District No. 1 (Public Facilities) (the “District”) of the bonds captioned above (the “2023 Bonds”). Any statements made in this Official Statement involving matters of opinion or of estimates, whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. Definitions of certain terms used herein and not defined herein have the meaning set forth in the Fiscal Agent Agreement. See APPENDIX F. INTRODUCTION This introduction is not a summary of this Official Statement. It is only a brief description of and guide to, and is qualified by, more complete and detailed information contained in the entire Official Statement, including the cover page and attached appendices, and the documents summarized or described in this Official Statement. A full review should be made of the entire Official Statement. The offering of the 2023 Bonds to potential investors is made only by means of the entire Official Statement. The City. The City is located in the County of Placer (the “County”), which is located in the Sacramento Valley near the foothills of the Sierra Nevada mountain range, about 16 miles northeast of Sacramento and 110 miles east of San Francisco. The City presently occupies 43 square miles in the southwestern part of the County and is the largest city in the County as well as the residential and business center of the County. It is bordered by Sacramento County to the south, the City of Rocklin to the north and unincorporated County to the east and west. For additional information on the City and the County, see APPENDIX C. The District. The District was formed and established by the City Council of the City (the “City Council”), as legislative body of the District, under the Mello-Roos Community Facilities Act of 1982, as amended (the “Act”), and pursuant to a resolution adopted by the City Council on April 16, 2014 (the “Resolution of Formation”). Authority for Issuance of the 2023 Bonds. The 2023 Bonds are issued pursuant to the Act, a resolution adopted by the City Council on __________, 2023 (the “Resolution of Issuance”) and a Supplemental Agreement No. 3 to Fiscal Agent Agreement dated as of May 1, 2023, which _____________________________ * Preliminary; subject to change.
3 supplements the Fiscal Agent Agreement dated as of December 1, 2014, as previously supplemented by a Supplemental Agreement No. 1 to Fiscal Agent Agreement dated as of July 1, 2018 and a Supplemental Agreement No. 2 to Fiscal Agent Agreement dated as of May 1, 2019 (collectively, the “Fiscal Agent Agreement”) between the City and U.S. Bank Trust Company, National Association, as successor fiscal agent to The Bank of New York Mellon Trust Company, N.A. (the “Fiscal Agent”). The 2023 Bonds represent the fourth series of a total of $90,000,000 of bonds authorized for the District[, and the issuance of additional parity bonds in the future is contemplated, subject to the conditions set forth in the Fiscal Agent Agreement]. Bond Terms. The 2023 Bonds will be dated as of and bear interest from the date of delivery thereof at the rate or rates set forth on the cover page of this Official Statement. Interest on the 2023 Bonds is payable on March 1 and September 1 of each year (each an “Interest Payment Date”), commencing September 1, 2023. The 2023 Bonds will be issued without coupons in denominations of $5,000 or any integral multiple thereof. Registration of Ownership of 2023 Bonds. The 2023 Bonds will be issued only as fully registered bonds in book-entry form, registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). Ultimate purchasers of 2023 Bonds will not receive physical certificates representing their interest in the 2023 Bonds. So long as the 2023 Bonds are registered in the name of Cede & Co., as nominee of DTC, references herein to the Owners will mean Cede & Co., and will not mean the ultimate purchasers of the 2023 Bonds. Payments of the principal, premium, if any, and interest on the 2023 Bonds will be made directly to DTC, or its nominee, Cede & Co. so long as DTC or Cede & Co. is the registered owner of the 2023 Bonds. Disbursements of such payments to DTC’s Participants is the responsibility of DTC and disbursements of such payments to the Beneficial Owners is the responsibility of DTC’s Direct Participants and Indirect Participants, as more fully described herein. See “APPENDIX G – THE BOOK-ENTRY SYSTEM.” Use of Proceeds. Proceeds of the 2023 Bonds will primarily be used to finance a portion of the costs of acquiring and constructing certain public infrastructure improvements (the “Improvements,” as described herein), consisting mainly of the Improvements required for Phase 3 of the development. The Improvements consist generally of water, wastewater, drainage, roadway and other infrastructure improvements necessary for development of property within the District, as well as park and open space improvements (which include environmental mitigation costs). See “THE IMPROVEMENTS.” Proceeds of the 2023 Bonds will also be deposited to a debt service reserve account for the 2023 Bonds, to provide capitalized interest on a portion of the debt service due on the 2023 Bonds due September 1, 2023 and to pay costs of issuance. Source of Payment of the Bonds. The 2023 Bonds are payable from special taxes (the “Special Tax” or “Special Taxes”), net of a 1% administration charge of the County (the “Special Tax Revenues”) which are to be levied by the City on taxable real property within the boundaries of the District, on a parity with the 2014 Bonds, 2018 Bonds and 2019 Bonds (defined below). The 2023 Bonds are also payable from the proceeds of any foreclosure actions brought following a delinquency in payment of the Special Taxes, and from amounts held in certain funds and accounts pursuant to the Fiscal Agent Agreement, including a reserve fund, all as more fully described herein. The Special Tax applicable to each taxable parcel in the District will be levied and collected according to the tax liability determined by the City Council through the application of a rate and method of apportionment of Special Tax for the District (as amended, the “Special Tax Formula”) which has been approved by the City Council. The Special Tax Formula is set forth in APPENDIX A hereto. The Special Taxes represent liens on the parcels of land subject to a Special Tax, and failure to pay the Special Taxes could result in proceedings to foreclose the delinquent property. The Special Taxes do not constitute the personal indebtedness of the owners of taxed parcels. See “SECURITY
4 AND SOURCES OF PAYMENT FOR THE BONDS — Special Tax Methodology” and “APPENDIX A — RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX.” Existing and Future Additional Parity Bonds. The maximum authorized indebtedness for the District is $90,000,000. The 2023 Bonds are secured on parity with the District’s outstanding bonds captioned “$14,355,000 City of Roseville Westbrook Community Facilities District No. 1 (Public Facilities) Special Tax Bonds Series 2014” (the “2014 Bonds”), which were issued on December 18, 2014, and are currently outstanding in the aggregate principal amount of $______, the District’s outstanding bonds captioned “$11,615,000 City of Roseville Westbrook Community Facilities District No. 1 (Public Facilities) Special Tax Bonds Series 2018” (the “2018 Bonds”), which were issued on July 26, 2018 and are currently outstanding in the aggregate principal amount of $________ and the District’s outstanding bonds captioned “$14,010,000 City of Roseville Westbrook Community Facilities District No. 1 (Public Facilities) Special Tax Bonds Series 2019” (the “2019 Bonds”), which were issued on May 2, 2019 and are currently outstanding in the aggregate principal amount of $_______. The District may issue additional bonds secured by Special Tax Revenues on parity with the 2014 Bonds, 2018 Bonds, 2019 Bonds and 2023 Bonds (or on a basis subordinate thereto), upon the satisfaction of certain conditions set forth in the Fiscal Agent Agreement. Following the issuance of the additional indebtedness of the 2023 Bonds in the amount of $_________*, the remaining authorized amount of indebtedness to be issued is $_______*. This is expected to be the last series of Bonds issued to finance Improvements for the Developer. Going forward, Bonds are expected only to be issued for deferred impact fees (as described below) and/or for refunding purposes. So long as the 2014 Bonds, 2018 Bonds, 2019 Bonds and 2023 Bonds are outstanding, any future bonds issued for the District and secured on parity therewith (herein, “Additional Bonds” and collectively with the 2014 Bonds, 2018 Bonds, 2019 Bonds and 2023 Bonds, the “Bonds”) are required to meet certain conditions of issuance as set forth in the Fiscal Agent Agreement, and no bonds having a lien senior to the lien of the Bonds are allowed; see “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS — Future Parity Bonds.” In connection with the approval of development in the District, the City agreed that payment of certain impact fees owed by the Developer and merchant builders will be deferred (referred to as the “Development Impact Fee Deferral” in the Special Tax Formula) to allow payment of the deferred fees after the 2014 Bonds have been fully paid. If the City chooses to issue bonds to pay deferred impact fees, the remaining authorization will be available to be utilized by the City as a means therefor. 2023 Reserve Account of the Reserve Fund. In connection with the issuance of the 2014 Bonds, a Reserve Fund (the “Reserve Fund”) was established under the Fiscal Agent Agreement, and within the Reserve Fund separate accounts are established for each series of Bonds. At the time of issuance of the 2023 Bonds, a reserve account for the 2023 Bonds will be established within the Reserve Fund (the “2023 Reserve Account”) pursuant to the Fiscal Agent Agreement and held by the Fiscal Agent for the benefit of the 2023 Bonds. The 2023 Reserve Account is available solely for the payment of debt service on the 2023 Bonds and no other parity obligations. In connection with the issuance of the prior series of Bonds, the City deposited amounts within the 2014 Reserve Account, 2018 Reserve Account and 2019 Reserve Account of the Reserve Fund for the benefit of the 2014 Bonds, 2018 Bonds and 2019 Bonds, respectively, which amounts, similarly, are available solely for the payment of debt service on the applicable series of Bonds, and no other parity obligations. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Reserve Fund.” _________________________ * Preliminary; subject to change.
5 If there are additional delinquencies after depletion of funds in the 2023 Reserve Account of the Reserve Fund, the City is not obligated to pay the 2023 Bonds or supplement the 2023 Reserve Account of the Reserve Fund. Property Subject to the Special Tax. The land in the District is located in the southwestern portion of the City within the City’s Sierra Vista Specific Plan (“SVSP”) and is geographically positioned as an extension of the adjoining Westpark project originally developed by principals of Westpark S.V. 400, LLC and WP Development Company, LLC. With the near-final completion of the Improvements, WP Development Company, LLC dissolved at the end of 2022, leaving Westpark S.V. 400, LLC as the sole remaining master developer (the “Developer”). The land in the District is known locally as “Westbrook.” Property in the District subject to the Special Tax consists of 1,727 taxable residential units (998 LDR, 466 MDR and 263 HDR), which has been developing in three phases. There are also affordable HDR units in the District not subject to the Special Tax. The master developer has completed all of the required backbone infrastructure in phases 1 and 2 and nearly all of the required backbone infrastructure in phase 3. Homebuilding, site development and multi-family development is currently underway in phase 3. Land in the District also includes land planned for open space, schools and public parks that are not subject to the Special Tax. See “THE DISTRICT – Development in the District” and “OWNERSHIP OF PROPERTY WITHIN THE DISTRICT.” A summary of development in the District follows. Development Status (1) No. of Planned Units FY 2023-24 Maximum Special Tax FY 2023-24 Special Tax Levy (2) % of FY 2023-24 Special Tax Levy Completed Homes owned by Individuals 1,340 $2,429,678 $2,429,678 88.90% Completed Homes owned by Merchant Builders(3) 32 51,054 51,054 1.90 Homes Under Construction 3 4,786 4,786 0.20 Finished Lots 26 41,482 41,482 1.50 Final Map Lots (4) 63 100,512 100,512 3.70 Unimproved Multi-Family 263 95,864 95,864 3.50 Unimproved Non Residential (4) 0 9,531 9,531 0.30 Totals 1,727 $2,732,907 $2,732,907 100.00% ___________ (1) Development status as of February 16, 2023. (2) The District is expected to be levied at the Maximum Special Tax in FY 2023-24. (3) Includes two models leased to one Merchant Builder. (4) One 14.5 acre commercial parcel. Sources: Development Status – Master Developer and Integra Realty Resources; Planned Residential Units - Special Tax Formula Appraised Value of Property. Property in the District is security for the Special Tax. The City authorized the preparation of an appraisal report for certain real property within the District, which sets forth an aggregate value of appraised and assessed taxable property in the District of $769,799,178, as of February 16, 2023. The valuation assumes completion of the Improvements funded by the 2023 Bonds (but not any Additional Bonds that may be issued in the future) and accounts for the impact of the lien of the Special Tax. See “THE IMPROVEMENTS.” In considering the estimates of value evidenced by the appraisal, it should be noted that the appraisal is based upon a number of standard and special assumptions, which affect the estimates as to value, in addition to the assumption of completion of the Improvements and the availability of certain of the proceeds of the 2023 Bonds to reimburse for completed Improvements. The Improvements to be paid for with proceeds of the 2023 Bonds are not complete. See “APPRAISAL OF PROPERTY WITHIN THE DISTRICT” and Appendix B. The aggregate combined value (assessed values and appraised values) of property in the District is 15.1* times the $42,400,000* aggregate amount of Bonds of the District, and 13.7* times the $56,196,129* aggregate principal amount of the Bonds _____________________________ * Preliminary; subject to change.
6 plus overlapping general obligation bond debt in the District. See “VALUE OF PROPERTY WITHIN THE DISTRICT – Value to Special Tax Burden Ratios.” Risks of Investment. See the section of this Official Statement entitled “SPECIAL RISK FACTORS” for a discussion of special factors that should be considered, in addition to the other matters set forth herein, in considering the investment quality of the 2023 Bonds. Limited Obligation of the City. The general fund of the City is not liable and the full faith and credit of the City is not pledged for the payment of the interest on, or principal of or redemption premiums, if any, on the 2023 Bonds. The 2023 Bonds are not secured by a legal or equitable pledge of or charge, lien or encumbrance upon any property of the City or any of its income or receipts, except the money in the Special Tax Fund (described herein) established under the Fiscal Agent Agreement, and neither the payment of the interest on nor principal of or redemption premiums, if any, on the 2023 Bonds is a general debt, liability or obligation of the City. The 2023 Bonds do not constitute an indebtedness of the City within the meaning of any constitutional or statutory debt limitation or restrictions, and neither the City Council, the City nor any officer or employee thereof are liable for the payment of the interest on or principal of or redemption premiums, if any, on the 2023 Bonds other than from the proceeds of the Special Taxes and the money in the Special Tax Fund, as provided in the Fiscal Agent Agreement. Summary of Information. Brief descriptions of certain provisions of the Fiscal Agent Agreement, the Bonds and certain other documents are included herein. The descriptions and summaries of documents herein do not purport to be comprehensive or definitive, and reference is made to each such document for the complete details of all its respective terms and conditions, copies of which are available for inspection at the office of the Chief Financial Officer of the City. All statements herein with respect to certain rights and remedies are qualified by reference to laws and principles of equity relating to or affecting creditors’ rights generally. Capitalized terms used in this Official Statement and not otherwise defined herein have the meanings ascribed to such terms in the Fiscal Agent Agreement. The information and expressions of opinion herein speak only as of the date of this Official Statement and are subject to change without notice. Neither delivery of this Official Statement, any sale made hereunder, nor any future use of this Official Statement shall, under any circumstances, create any implication that there has been no change in the affairs of the City or the District since the date hereof. Any statements made in this Official Statement involving matters of opinion or of estimates, whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized.
7 ESTIMATED SOURCES AND USES OF FUNDS A summary of the estimated sources and uses of funds associated with the sale of the 2023 Bonds follows: Sources: Principal Amount of 2023 Bonds $ Plus/Less [Net] Original Issue Premium/Discount Total $ Uses: Deposit to Improvement Fund $ Deposit to 2023 Reserve Account of the Reserve Fund(1) Deposit to Bond Fund(2) Costs of Issuance(3) Total $ (1) Equal to the Reserve Requirement for the 2023 Bonds. (2) Represents an amount scheduled to provide for capitalized interest due on a portion of the 2023 Bonds on September 1, 2023. (3) Includes fees of bond and disclosure counsel, fees, expenses and charges of the Fiscal Agent, printing costs, fees of the special tax administrator, appraiser, and municipal advisor, Underwriter’s discount, and other costs of issuance.
8 THE BONDS Authority for Issuance The 2023 Bonds are issued pursuant to the Fiscal Agent Agreement, the Resolution of Issuance and the Act. On April 16, 2014, the City Council adopted Resolution No. 14-131 (the “Resolution of Formation”), which formed the District and followed a Resolution of Intention adopted March 5, 2014. On the same day that the City Council adopted the Resolution of Formation, the District was established and authorized to incur bonded indebtedness in an aggregate principal amount not to exceed $90,000,000 at a special election held in the District. Under the provisions of the Act, since there were fewer than 12 registered voters residing within the District at a point during the 90-day period preceding the adoption of the Resolution of Formation, the qualified electors entitled to vote in the special election consisted solely of the Developer, the only eligible landowner/voter in the District, who cast one vote for each gross acre or portion of an acre of land owned within the District. The sole landowner in the District at the time voted to incur the indebtedness and to approve the annual levy of Special Taxes to be collected within the District, for the purpose of paying for the Improvements, including repaying any indebtedness of the District, replenishing the Reserve Fund and paying the administrative expenses of the District. See “THE DISTRICT” herein. A complete copy of the Special Tax Formula, as amended to date, is set forth as APPENDIX A. Description of the Bonds Bond Terms. The 2023 Bonds will be dated as of and bear interest from the date of delivery thereof at the rates and mature in the amounts and years, as set forth on the cover page hereof. The 2023 Bonds are being issued in the denomination of $5,000 or any integral multiple thereof. Interest on the 2023 Bonds will be payable semiannually on March 1 and September 1 of each year (each an “Interest Payment Date”), commencing September 1, 2023. The principal of the 2023 Bonds and premiums due upon the redemption thereof, if any, will be payable in lawful money of the United States of America at the designated corporate trust office of the Fiscal Agent in Los Angeles, California, or such other place as designated by the Fiscal Agent, upon presentation and surrender of the 2023 Bonds; provided that so long as any 2023 Bonds are in book-entry form, payments with respect to such 2023 Bonds will be made by wire transfer, or such other method acceptable to the Fiscal Agent, to DTC. Book-Entry Only System. The 2023 Bonds are being issued as fully registered bonds, registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”), and will be available to ultimate purchasers under the book-entry system maintained by DTC. Ultimate purchasers of 2023 Bonds will not receive physical certificates representing their interest in the 2023 Bonds. So long as the 2023 Bonds are registered in the name of Cede & Co., as nominee of DTC, references herein to the Owners will mean Cede & Co., and will not mean the ultimate purchasers of the 2023 Bonds. The Fiscal Agent will make payments of the principal, premium, if any, and interest on the 2023 Bonds directly to DTC, or its nominee, Cede & Co., so long as DTC or Cede & Co. is the registered owner of the 2023 Bonds. Disbursements of such payments to DTC’s Participants are the responsibility of DTC and disbursements of such payments to the Beneficial Owners are the responsibility of DTC’s Direct Participants and Indirect Participants, as more fully described herein. See “APPENDIX G – THE BOOK ENTRY SYSTEM” below.
9 Calculation and Payment of Interest. Interest on the 2023 Bonds will be computed on the basis of a 360-day year consisting of twelve 30-day months. Interest on the 2023 Bonds (including the final interest payment upon maturity or earlier redemption) is payable by check of the Fiscal Agent mailed on each Interest Payment Date by first class mail to the registered Owner thereof at such registered Owner’s address as it appears on the registration books maintained by the Fiscal Agent at the close of business on the 15th day of the month preceding the month in which the Interest Payment Date occurs whether or not such day is a Business Day (the “Record Date”) preceding the Interest Payment Date, or by wire transfer made on such Interest Payment Date upon written instructions received by the Fiscal Agent on or before the Record Date preceding the Interest Payment Date, of any Owner of $1,000,000 or more in aggregate principal amount of 2023 Bonds; provided that so long as any 2023 Bonds are in book-entry form, payments with respect to such 2023 Bonds will be made by wire transfer, or such other method acceptable to the Fiscal Agent, to DTC. See “APPENDIX G – BOOK ENTRY SYSTEM” below. Each 2023 Bond will bear interest from the Interest Payment Date next preceding the date of authentication thereof unless (i) it is authenticated on an Interest Payment Date, in which event it will bear interest from such date of authentication, or (ii) it is authenticated prior to an Interest Payment Date and after the close of business on the Record Date preceding such Interest Payment Date, in which event it will bear interest from such Interest Payment Date, or (iii) it is authenticated prior to the Record Date preceding the first Interest Payment Date, in which event it will bear interest from the Dated Date; provided, however, that if at the time of authentication of a 2023 Bond, interest is in default thereon, such 2023 Bond will bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon. So long as the 2023 Bonds are registered in the name of Cede & Co., as nominee of DTC, payments of the principal, premium, if any, and interest on the 2023 Bonds will be made directly to DTC, or its nominee, Cede & Co. Disbursements of such payments to DTC’s Participants are the responsibility of DTC and disbursements of such payments to the Beneficial Owners are the responsibility of DTC’s Participants and Indirect Participants, as more fully described herein. See “APPENDIX G – THE BOOK ENTRY SYSTEM” below. Redemption* Optional Redemption. The 2023 Bonds may be redeemed prior to maturity at the option of the City from any source of available funds, as a whole or in part, on any date at the following respective redemption prices (expressed as percentages of the principal amount of the 2023 Bonds to be redeemed), plus accrued interest thereon to the date of redemption: Redemption Dates Redemption Price September 1, 20__ through August 31, 20__ 103% September 1, 20__ through August 31, 20__ 102 September 1, 20__ through August 31, 20__ 101 September 1, 20__ and any date thereafter 100 Mandatory Redemption From Prepayments. The 2023 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 2023 Bonds to be redeemed), plus accrued interest thereon to the date of redemption: __________ * Preliminary; subject to change.
10 Redemption Dates Redemption Price September 1, 2023 through and including March 1, 20__ 103% September 1, 20__ and March 1, 20__ 102 September 1, 20__ and March 1, 20__ 101 September 1, 20__ and any Interest Payment Date thereafter 100 Mandatory Sinking Fund Redemption. The Term 2023 Bonds maturing September 1, 20__ and September 1, 20__ are subject to mandatory sinking payment redemption in part on September 1, 20__ and September 1, 20__, respectively, and on each September 1 thereafter to maturity, by lot, at a redemption price equal to 100% of the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts as set forth in the following tables: Term 2023 Bonds Maturing September 1, 20__ Mandatory Redemption Date (Sept. 1) Sinking Fund Payment (maturity) Term 2023 Bonds Maturing September 1, 20__ Mandatory Redemption Date (Sept. 1) Sinking Fund Payment (maturity) The amounts in the foregoing tables will be reduced pro rata, in order to maintain substantially uniform debt service, as a result of any prior partial optional redemption or mandatory redemption of the 2023 Bonds. Purchase In Lieu of Redemption. In lieu of redemption, moneys in the Bond Fund may be used and withdrawn by the Fiscal Agent for purchase of Outstanding 2023 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 2023 Bonds be purchased at a price in excess of the principal amount thereof, plus interest accrued to the date of purchase. Redemption Procedure by Fiscal Agent. The Fiscal Agent will cause notice of any redemption to be mailed by first class mail, postage prepaid, at least 20 days but not more than 60 days prior to the date fixed for redemption, to the Securities Depositories and to one or more Information Services, and to the respective registered Owners of any 2023 Bonds designated for redemption, at their addresses appearing on the registration books in the Principal Office of the Fiscal Agent; but such mailing is not a condition precedent to such redemption and failure to mail or
11 to receive any such notice, or any defect therein, will not affect the validity of the proceedings for the redemption of such 2023 Bonds. Such notice will state the redemption date and the redemption price and, if less than all of the then Outstanding 2023 Bonds are to be called for redemption, will designate the CUSIP numbers and bond numbers of the 2023 Bonds to be redeemed by giving the individual CUSIP number and bond number of each 2023 Bond to be redeemed or will state that all 2023 Bonds between two stated bond numbers, both inclusive, are to be redeemed or that all of the 2023 Bonds of one or more maturities have been called for redemption, will state as to any 2023 Bond called in part the principal amount thereof to be redeemed, and will require that such 2023 Bonds be surrendered at the Principal Office of the Fiscal Agent for redemption at the said redemption price, and will state that further interest on such 2023 Bonds will not accrue from and after the redemption date. The City has the right to rescind any notice of the optional redemption of 2023 Bonds and such notice may be cancelled and annulled if for any reason funds will not be or are not available on the date fixed for redemption for the payment in full of the 2023 Bonds then called for redemption. Whenever provision is made in the Fiscal Agent Agreement for the redemption of less than all of the 2023 Bonds of any maturity, the City will select the 2023 Bonds to be redeemed, from all 2023 Bonds or such given portion thereof of such maturity by lot in any manner which the City in its sole discretion deems appropriate. Upon surrender of 2023 Bonds redeemed in part only, the City will execute and the Fiscal Agent will authenticate and deliver to the registered Owner, at the expense of the City, a new 2023 Bond or 2023 Bonds, of the same series and maturity, of authorized denominations in aggregate principal amount equal to the unredeemed portion of the 2023 Bond or 2023 Bonds. Effect of Redemption. From and after the date fixed for redemption, if funds available for the payment of the principal of, and interest and any premium on, the 2023 Bonds so called for redemption are deposited in the Bond Fund, such 2023 Bonds so called will cease to be entitled to any benefit under the Fiscal Agent Agreement other than the right to receive payment of the redemption price, and no interest will accrue thereon on or after the redemption date specified in such notice. Transfer or Exchange of Bonds So long as the 2023 Bonds are registered in the name of Cede & Co., as nominee of DTC, transfers and exchanges of 2023 Bonds will be made in accordance with DTC procedures. See “APPENDIX G – THE BOOK ENTRY SYSTEM.” Any 2023 Bond may, in accordance with its terms, be transferred or exchanged by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such 2023 Bond for cancellation, accompanied by delivery of a duly written instrument of transfer in a form approved by the Fiscal Agent. Whenever any 2023 Bond or 2023 Bonds are surrendered for transfer or exchange, the City will execute and the Fiscal Agent will authenticate and deliver a new 2023 Bond or 2023 Bonds, for a like aggregate principal amount of 2023 Bonds of authorized denominations and of the same maturity. The cost for any services rendered or any fees or expenses incurred by the Fiscal Agent in connection with any such transfer or exchange will be paid by the City. The Fiscal Agent will collect from the Owner requesting such transfer any tax or other governmental charge required to be paid with respect to such transfer or exchange. No transfers or exchanges of 2023 Bonds will be required to be made (i) within 15 days prior to the date established by the Fiscal Agent for selection of 2023 Bonds for redemption or (ii) with respect to a 2023 Bond after such 2023 Bond has been selected for redemption.
12 SECURITY AND SOURCES OF PAYMENT FOR THE BONDS Special Taxes The Bonds (consisting of the 2014 Bonds, 2018 Bonds, 2019 Bonds, 2023 Bonds and any future Additional Bonds) are payable from and secured by proceeds of the Special Taxes received by the City, including all scheduled payments and delinquent payments thereof, interest and penalties thereon and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the Special Taxes, and net of a 1% administration charge of the County (the “Special Tax Revenues”). All of the Special Tax Revenues and all moneys deposited in the Bond Fund and, until disbursed as provided herein, in the Improvement Fund and the Special Tax Fund are pledged to secure the repayment of the Bonds. In addition, with respect to each Series of Bonds, all moneys in the applicable subaccount of the Reserve Fund for such Series is pledged to secure the repayment of the applicable Series. The Special Tax Revenues and all moneys deposited into such funds (except as otherwise provided in the Fiscal Agent Agreement) are dedicated to the payment of the principal of, including any mandatory sinking fund payments, and interest and any premium on, the Bonds as provided in the Fiscal Agent Agreement and in the Act until all of the Bonds have been paid and retired or defeased in accordance with the Fiscal Agent Agreement. A Special Tax applicable to each taxable parcel in the District will be levied and collected according to the tax amount determined by the City Council through the application of the Special Tax Formula administered by Willdan Financial Services, Temecula, California (the “Special Tax Administrator”) and set forth in APPENDIX A hereto for all taxable properties in the District. Prior to remittance of the Special Tax collections to the City, the County deducts and retains a 1% County administration fee, as noted above. Interest and principal on the Bonds is payable from the annual Special Tax Revenues to be paid to the City from Special Tax levies and collections on taxable property within the District, from amounts held in the funds and accounts established under the Fiscal Agent Agreement (other than the Rebate Fund) and from the proceeds, if any, from the sale of such property for delinquency of such Special Taxes. The Special Taxes are exempt from the property tax limitation of Article XIIIA of the California Constitution, pursuant to Section 4 thereof as a “special tax” authorized by a two-thirds vote of the qualified electors. The levy of the Special Taxes was authorized by the City pursuant to the Act in an amount determined according to the Special Tax Formula approved by the City. See “Special Tax Methodology” below and “APPENDIX A – RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX.” The amount of Special Taxes that the District may levy in any year, and from which principal and interest on the Bonds is to be paid, is strictly limited by the maximum rates approved by the qualified electors within the District, which is set forth as the annual “Maximum Special Tax” in the Special Tax Formula. Under the Special Tax Formula, Special Taxes for the purpose of making payments on the Bonds will be levied annually in an amount not in excess of the Maximum Annual Special Tax. The Special Taxes and any interest earned on the Special Taxes constitute a trust fund for the principal of and interest on the Bonds pursuant to the Fiscal Agent Agreement and, so long as the principal of and interest on these obligations remain unpaid, the Special Taxes and investment earnings thereon will not be used for any other purpose, except as permitted by the Fiscal Agent Agreement, and will be held in trust for the benefit of the owners thereof and will be applied pursuant to the Fiscal Agent Agreement. The Special Tax Formula apportions the Annual Costs (as defined in the Special Tax Formula and described below) among the taxable parcels of real property within the District according to the rate and methodology set forth in the Special Tax
13 Formula. See “Special Tax Methodology” below. See also “APPENDIX A — RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX.” The City may levy the Special Tax at the Maximum Annual Special Tax rate authorized by the qualified electors within the District, as set forth in the Special Tax Formula, if conditions so require. The City has covenanted to annually levy the Special Taxes in an amount at least sufficient to pay the Annual Costs (as defined below). Because each Special Tax levy is limited to the Maximum Annual Special Tax rates authorized as set forth in the Special Tax Formula, no assurance can be given that, in the event of Special Tax delinquencies, the amount of the Annual Costs will in fact be collected in any given year. In addition, Section 53321(d) of the Act provides that the special tax levied against any parcel for which an occupancy permit for private residential use has been issued may not be increased as a consequence of delinquency or default by the owner of any other parcel within a community facilities district by more than 10% above the amount that would have been levied in such Fiscal Year had there never been any such delinquencies or defaults. See “SPECIAL RISK FACTORS — Tax Delinquencies” herein. The Special Taxes are collected for the City by the County in the same manner and at the same time as ad valorem property taxes. Special Tax Methodology The Special Tax authorized under the Act applicable to land within the District will be levied and collected according to the tax liability determined by the City through the application of the appropriate amount or rate as described in the Special Tax Formula set forth in “APPENDIX A – RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX.” Capitalized terms set forth in this section and not otherwise defined have the meanings set forth in the Special Tax Formula. Determination of Annual Costs. Each year, the City will determine the Annual Costs of the District for the upcoming fiscal year. The “Annual Costs” includes the following amounts (less any available earnings or revenues that may be used to fund Annual Costs): (i) debt service on the bonds issued for the District; (ii) administrative expenses and County fees; (iii) any amounts needed to replenish bond reserve funds to the level required by Bond documents, to the extent not included in a computation of Annual Costs in a previous Fiscal Year; (iv) the amount needed to (i) cure any delinquencies in the payment of principal or interest on Bonds which have occurred in the prior Fiscal Year, (ii) 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; and (iv) pay-as-you-go expenditures for authorized improvements. The Annual Costs is the basis for the amount of Special Tax to be levied within the District. In no event may the City levy a Special Tax in any year above the Maximum Annual Special Tax identified for each parcel in the Special Tax Formula. Parcels Subject to the Special Tax. The Special Tax Formula designates three zones within the District, corresponding to the three planned phases of development. The City will prepare
14 a list of the parcels subject to the Special Tax using the records of the City and the County Assessor. The City will tax parcels within each zone within the District pursuant to the Special Tax Formula. Taxable Parcels that are acquired by a public agency after the District is formed will remain subject to the Special Tax unless a “trade” resulting in no loss of Special Tax revenue can be made, as described in the Special Tax Formula. Limitation on Increases in Special Tax Levy. If owners are delinquent in the payment of Special Taxes, the City may not increase Special Tax levies to make up for delinquencies for prior Fiscal Years above the Maximum Special Tax rates specified for each category of property within the District. In addition, Section 53321(d) of the Act provides that the special tax levied against any parcel for which an occupancy permit for private residential use has been issued may not be increased as a consequence of delinquency or default by the owner of any other parcel within a community facilities district by more than 10% above the amount that would have been levied in such Fiscal Year had there never been any such delinquencies or defaults. In cases of significant delinquency, these factors may result in defaults in the payment of principal of and interest on the Bonds. See “SPECIAL RISK FACTORS.” Termination of the Special Tax. The Special Tax will be levied and collected (up to maximum allowable amount) for as long as needed to pay the principal and interest on the Bonds and other costs incurred in order to construct and acquire the authorized District-funded facilities and to pay the Annual Costs. The Special Tax Formula provides that the Special Tax may not be levied on any parcel in the District after Fiscal Year 2075-76. After the final maturity date of the 2014 Bonds, the City expects to continue to levy Special Taxes for payment of the “Development Impact Fee Deferral” (as defined in the Rate and Method of Apportionment) which levy may secure future bonds issued after payment in full of the Bonds issued under the Fiscal Agent Agreement. Prepayment of the Special Tax. The Special Tax Formula provides that landowners may permanently satisfy all or a portion of the Special Tax by a cash settlement with the City. The amount of the prepayment required is to be calculated according to a formula set forth in the Special Tax Formula, which is generally based on the net present value of the remaining years in which the Special Tax will be collected (up to 30 years or termination of the District, whichever is lesser), including the effect of a 2% per year escalation factor applicable for the time Bonds remain outstanding using a discount rate equal to the most current yield for the 30-year Treasury Constant Maturity as the discount factor, plus an amount representing the Development Impact Fee Deferral Amount (which amount is not available for prepayment of the Bonds), all as described in Section 7 of the Rate and Method of Apportionment set forth in Appendix A. Prepayment is only allowed if the City determines that the prepayment does not jeopardize its ability to make timely payments of debt service on outstanding Bonds. Levy of Annual Special Tax; Maximum Special Tax The annual Special Tax will be calculated by the City and levied to provide money for debt service on the Bonds, replenishment of the Reserve Fund, certain delinquencies, administration of the District, and for payment of pay-as-you-go expenditures (to the extent permitted by the City) of the authorized District-funded facilities not funded from Bond proceeds. In no event may the City levy a Special Tax in any year above the Maximum Annual Special Tax identified for each parcel in the Special Tax formula. As land uses have changed in the District, the Special Tax Formula has been updated to reflect the new land uses. See APPENDIX A for the complete copy of the Special Tax Formula.
15 The Maximum Annual Special Tax for Fiscal Year 2022-23 ranges from $1,523 to $1,857 per detached single-family unit (Low-Density Residential (LDR) and Medium Density Residential (MDR)) and $357 per High Density Residential (HDR) unit (excluding low income affordable units and very-low income affordable units, which are exempt from the Special Tax). However, these amounts are subject to adjustment based upon the actual number of units built (in the event that less homes are built than are expected in the Special Tax Formula). The Maximum Annual Special Tax for Fiscal Year 2022-23 for taxable non-residential parcels is $658 per acre. For Large Lot Parcels, the Special Tax is based upon the number of units planned for such parcels. For Undeveloped Parcels, the Special Tax is based upon the gross acres of such parcels. Affordable Low and Affordable Very-Low units are exempt from the Special Tax. The Annual Maximum Special Tax is allowed to escalate by 2% per year for the first 45 years following fiscal year 2014-15 or until all bonds of the District have been paid and the City has covenanted in the Fiscal Agent Agreement to apply the 2% escalator annually through Fiscal Year 2052-53. See “APPENDIX A – RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX” and for a table showing the expected land uses and assigned Maximum Special Taxes, see “Attachment 2” in such Appendix. Annual Special Tax Levy. The Special Tax will be levied each year by calculating the Annual Costs which need to be generated by all Taxable Parcels in the District; the Special Tax (up to the maximum allowable amount) will be levied against each Taxable Parcel until the Special Tax revenue equals the Annual Costs; however, the Special Tax Formula establishes a priority for which properties will be levied a Special Tax. First, all “Developed Parcels” in all three zones described in the Special Tax Formula receive a Special Tax levy. If additional Special Taxes are needed to pay Annual Costs, a levy is made against a “Small Lot Tentative Map Parcel,” then a “Large Lot Parcel,” then an “Undeveloped Parcel” in each zone, with the priority of such levy first being applied to all such parcels in Zone 1, then Zone 2 and finally Zone 3. For single-family detached property, Developed Parcels are parcels shown on a Final Small Lot Subdivision Map recorded prior to July 1st of each Fiscal Year. See “APPENDIX A – RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX.” The Special Tax Formula provides that the maximum Annual Special Tax may be increased annually by the Tax Escalation Factor which for each Fiscal Year is equal to 2% of the Maximum Special Tax in effect in the prior Fiscal Year, applied for the first 45 years following fiscal year 2014-15 or until all bonds of the District have been paid. The City has covenanted in the Fiscal Agent Agreement to apply the 2% escalator annually through fiscal year 2052-53. The City covenants in the Fiscal Agent Agreement to fix and levy the amount of Special Taxes within the District required for the payment of principal of and interest on any outstanding Bonds of the District becoming due and payable during the ensuing year, including any necessary replenishment or expenditure of the Reserve Fund for the Bonds and an amount estimated to be sufficient to pay the Administrative Expenses during such year, all in accordance with the Special Tax Formula. The Special Tax is authorized to be levied in an amount not to exceed the Maximum Special Tax levy as described in the Special Tax Formula notwithstanding that a lower amount is sufficient to pay debt service on the Bonds. The Special Tax Formula provides a mechanism whereby the City may utilize the pay-as-you-go component to pay for and/or reimburse developers for a portion of the cost of Improvements not funded by proceeds of the bonds issued for the District. Proceeds of the annual Special Tax levy will first be used to pay the Annual Costs (which include debt service payments on the Bonds) other than pay-as-you-go expenditures, and the City contemplates that the levy will include a pay-as-you-go component in an amount equal to the Maximum Annual Special Tax on Developed Parcels, for deposit into the Improvement Fund for authorized costs not funded from Bond proceeds. See “THE IMPROVEMENTS” and “APPRAISAL OF PROPERTY WITHIN THE DISTRICT.” See also “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS — Special Tax Methodology”
16 above. See “APPENDIX A – RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX” for a copy of the Special Tax Formula. Special Tax Fund When received, the Special Tax Revenues are required under the Fiscal Agent Agreement to be deposited into a Special Tax Fund to be held by the City in trust for the benefit of the City and the Owners of the Bonds. Within the Special Tax Fund, the City has established and will maintain the Surplus Account, to the credit of which the City will deposit surplus Special Tax Revenue, if any, as described below. Moneys in the Special Tax Fund will be disbursed as provided below and, pending any disbursement, will be subject to a lien in favor of the Owners of the Bonds. All Special Tax Revenue will be deposited in the Special Tax Fund upon receipt. Prior to each Interest Payment Date, the City will withdraw from the Special Tax Fund and transfer (i) to the Fiscal Agent for deposit in the Reserve Fund, an amount which when added to the amount then on deposit therein is equal to the Reserve Requirement, and (ii) to the Fiscal Agent for deposit in the Bond Fund an amount, taking into account any amounts then on deposit in the Bond Fund, such that the amount in the Bond Fund equals the principal, premium, if any, and interest due on the Bonds on the next Interest Payment Date; provided, however, that as soon as practicable after the receipt by the City of any prepayments of Special Taxes, but no later than ten (10) Business Days after such receipt, the City shall transfer such prepayments to the Fiscal Agent for deposit into the Prepayment Account to be used for the redemption of Bonds. At such time as deposits to the Special Tax Fund equal the principal, premium if any, and interest becoming due on the Bonds for the current Bond Year and the amount needed to restore the Reserve Fund balance to the Reserve Requirement, the amount in the Special Tax Fund in excess of such amount may, at the discretion of the City, be transferred to the Surplus Account, which will occur on or after September 15th of each year. From time to time, the City may withdraw from the Surplus Account of the Special Tax Fund amounts needed to pay the City’s administrative expenses and County fees; provided that such transfers will not be in excess of the portion of the Special Tax Revenues collected by the City that represent levies for administrative expenses. Moneys in the Surplus Account may also be transferred, at the City’s discretion, to the Improvement Fund to pay for costs of the Improvements (including reimbursements to developers for the cost of Improvements not funded from proceeds of bonds issued for the District) or authorized facility contributions, to pay the principal of, premium, if any, and interest on the Bonds or to replenish the Reserve Fund to the amount of the Reserve Requirement. See “THE IMPROVEMENTS – Construction and Acquisition of the Improvements.” Deposit and Use of Proceeds of Bonds The Bonds are additionally secured by amounts generated from proceeds of the Bonds, together with interest earnings thereon pledged under the Fiscal Agent Agreement. The proceeds of the Bonds will be paid to the Fiscal Agent, who will deposit such proceeds in the Reserve Fund, Bond Fund, Improvement Fund and Costs of Issuance Fund established under the Fiscal Agent Agreement. See “– 2023 Reserve Account of Reserve Fund” and “– Improvement Fund” below. Delinquent Payments of Special Tax; Covenant for Superior Court Foreclosure The Special Tax will be collected in the same manner and the same time as ad valorem property taxes, except at the City’s option, the Special Taxes may be billed directly to property owners or collected at a different time to meet the City’s financial obligations. In the event of a delinquency in the payment of any installment of Special Taxes, the City is authorized by the Act to order institution of an action in superior court to foreclose the lien therefor.
17 The City has covenanted in the Fiscal Agent Agreement with and for the benefit of the Owners of the Bonds that it will annually on or before September 1 of each year review the public records of the County relating to the collection of the Special Tax in order to determine the amount of the Special Tax collected in the prior fiscal year, and if the City determines on the basis of such review that the amount so collected is deficient by more than 5% of the total amount of the Special Tax levied in the District in such Fiscal Year, it will within 30 days thereafter institute foreclosure proceedings as authorized by the Act in order to enforce the lien of the delinquent installment of the Special Tax against each separate lot or parcel of land in the District for which such installment of the Special Tax is delinquent, and will diligently prosecute and pursue such foreclosure proceedings to judgment and sale; provided, that if the City determines on the basis of such review that (a) the amount so collected is deficient by less than 5% of the total amount of the Special Tax levied in the District in such Fiscal Year, but that property owned by any single property owner in the District is delinquent by more than $5,000 with respect to the Special Tax due and payable by such property owner in such Fiscal Year, or (b) property owned by any single property owner in the District is delinquent cumulatively by more than $3,000 with respect to the current and past Special Tax due (irrespective of the total delinquencies in the District), then the City will institute, prosecute and pursue such foreclosure proceedings in the time and manner provided herein against each such property owner. Under the Act, foreclosure proceedings are instituted by the bringing of an action in the superior court of the county in which the parcel lies, naming the owner and other interested persons as defendants. The action is prosecuted in the same manner as other civil actions. In such action, the real property subject to the special taxes may be sold at a judicial foreclosure sale for a minimum price that will be sufficient to pay or reimburse the delinquent special taxes. The owners of the Bonds benefit from the Reserve Fund established pursuant to the Fiscal Agent Agreement; however, if delinquencies in the payment of the Special Taxes with respect to the Bonds are significant enough to completely deplete the Reserve Fund, there could be a default or a delay in payments of principal and interest to the owners of the Bonds pending prosecution of foreclosure proceedings and receipt by the City of the proceeds of foreclosure sales. Provided that it is not levying the Special Tax at the Maximum Annual Special Tax rates set forth in the Special Tax Formula, the City may adjust the Special Taxes levied on all property within the District subject to the Special Tax to provide an amount required to pay debt service on the Bonds and to replenish the Reserve Fund. However, such adjustment is subject to the Maximum Annual Special Tax and to the limitation described under the caption “Special Tax Methodology – Limitation on Increases of Special Tax Levy” above. Under current law, a judgment debtor (property owner) has at least 120 days from the date of service of the notice of levy to redeem the property to be sold. If a judgment debtor fails to redeem and the property is sold, his or her only remedy is an action to set aside the sale, which must be brought within 90 days of the date of sale. If, as a result of such an action a foreclosure sale is set aside, the judgment is revived and the judgment creditor is entitled to interest on the revived judgment as if the sale had not been made (California Code of Civil Procedure Section 701.680). Foreclosure by court action is subject to normal litigation delays, the nature and extent of which are largely dependent upon the nature of the defense, if any, put forth by the debtor and the condition of the calendar of the superior court of the county. Such foreclosure actions can be stayed by the superior court on generally accepted equitable grounds or as the result of the debtor’s filing for relief under the Federal bankruptcy laws. The Act provides that, upon foreclosure, the Special Tax lien will have the same lien priority as is provided for ad valorem taxes and special assessments. See “APPRAISAL OF PROPERTY WITHIN THE DISTRICT – Priority of Lien.”
18 No assurances can be given that the real property subject to a judicial foreclosure sale will be sold or, if sold, that the proceeds of sale will be sufficient to pay any delinquent Special Tax installment. The Act does not require the District to purchase or otherwise acquire any lot or parcel of property foreclosed upon if there is no other purchaser at such sale. Section 53356.6 of the Act requires that property sold pursuant to foreclosure under the Act be sold for not less than the amount of judgment in the foreclosure action, plus post-judgment interest and authorized costs, unless the consent of the owners of 75% of the outstanding Bonds is obtained. However, under Section 53356.6 of the Act, the District, as judgment creditor, is entitled to purchase any property sold at foreclosure using a “credit bid,” where the District could submit a bid crediting all or part of the amount required to satisfy the judgment for the delinquent amount of the Special Tax. If the District becomes the purchaser under a credit bid, the District must pay the amount of its credit bid into the redemption fund established for the Bonds, but this payment may be made up to 24 months after the date of the foreclosure sale. 2023 Reserve Account of Reserve Fund In connection with the issuance of the first series of the Bonds, a Reserve Fund (the “Reserve Fund”) was established under the Fiscal Agent Agreement. The Fiscal Agent Agreement specifies that within the Reserve Fund is also established a reserve account for each series of bonds covered by the Reserve Fund. Accordingly, in connection with the issuance of the 2023 Bonds, a reserve account for the 2023 Bonds (previously defined as the “2023 Reserve Account”) will be established within the Reserve Fund to be held by the Fiscal Agent for the benefit of the 2023 Bonds. Upon delivery of the 2023 Bonds, the Fiscal Agent will deposit an amount of the proceeds into the 2023 Reserve Account of the Reserve Fund so that the amount therein equals the “Reserve Requirement” for the 2023 Bonds, which means, calculated separately as to each series of Bonds, an amount equal to the lesser of (a) Maximum Annual Debt Service on the respective Outstanding Bonds, (b) 125% of the respective average Annual Debt Service, or (c) 10% of the principal amount of the respective Bonds (or the issue price of the respective Bonds excluding accrued interest, if the net original issue discount or premium is less than 98% or more than 102% of the principal amount of the respective Bonds), as calculated by the City, provided, that the Reserve Requirement for the 2023 Bonds will not be increased from the amount established upon issuance of the 2023 Bonds. The 2023 Reserve Account of the Reserve Fund is available solely for the payment of debt service on the 2023 Bonds and no other parity obligations, including the 2014 Bonds, 2018 Bonds and 2019 Bonds. In connection with the issuance of the 2014 Bonds, 2018 Bonds and 2019 Bonds, the City deposited amounts to the 2014 Reserve Account, 2018 Reserve Account and 2019 Reserve Account, respectively, of the Reserve Fund, which amounts, similarly, are available solely for the payment of debt service on the applicable series of Bonds, and not other parity obligations. The City is required to maintain an amount of money or other security equal to the Reserve Requirement with respect to the 2023 Bonds in the 2023 Reserve Account of the Reserve Fund at all times that the 2023 Bonds are outstanding. All amounts deposited in the 2023 Reserve Account of the Reserve Fund will be used and withdrawn by the Fiscal Agent solely for the purpose of making transfers to the Bond Fund in the event of any deficiency at any time in the Bond Fund of the amount then required for payment of the principal of, and interest on, the 2023 Bonds. Whenever transfer is made from the 2023 Reserve Account of the Reserve Fund to the Bond Fund due to a deficiency in the Bond Fund, the Fiscal Agent will provide written notice thereof to the City.
19 Whenever, on the Business Day prior to any Interest Payment Date, the amount in the Reserve Fund (and accounts therein) exceeds the Reserve Requirement for the applicable series of Bonds, the Fiscal Agent will transfer an amount equal to the excess from the Reserve Fund to the Bond Fund or the Improvement Fund as provided below, except that investment earnings on amounts in the Reserve Fund may be withdrawn from the Reserve Fund for purposes of making payment to the Federal government to comply with rebate requirements. Moneys in the Reserve Fund will be invested and deposited in accordance with the Fiscal Agent Agreement and investment income thereon will be subject to rebate requirements under applicable tax laws. Interest earnings and profits resulting from the investment of moneys in the Reserve Fund and other moneys in the Reserve Fund will remain therein until the balance exceeds the Reserve Requirement; any amounts in excess of the Reserve Requirement will be transferred to the Improvement Fund, if the Improvements have not been completed, or if the Improvements have been completed, to the Bond Fund to be used for the payment of the principal of and interest on the Bonds in accordance with the Fiscal Agent Agreement. Whenever the balance in the Reserve Fund exceeds the amount required to redeem or pay the Outstanding Bonds, including interest accrued to the date of payment or redemption and premium, if any, due upon redemption, and make any other transfer required under the Fiscal Agent Agreement, the Fiscal Agent will transfer the amount in the Reserve Fund to the Bond Fund to be applied, on the next succeeding Interest Payment Date, to the payment and redemption of all of the Outstanding Bonds. If the amount so transferred from the Reserve Fund to the Bond Fund exceeds the amount required to pay and redeem the outstanding Bonds, the balance in the Reserve Fund will be transferred to the City, after payment of any amounts due the Fiscal Agent, to be used for any lawful purpose of the City. Improvement Fund Under the Fiscal Agent Agreement, there is established an Improvement Fund, which is to be held in trust by the Fiscal Agent and will be disbursed as provided in the Fiscal Agent Agreement for the payment or reimbursement of the costs of the construction and acquisition of the Improvements in accordance with the Acquisition Agreement (as described herein). Interest earnings from the investment of amounts in the Improvement Fund will be retained in the Improvement Fund to be used for the purposes of the Improvement Fund. Upon completion of the Improvements and payment to the Developer or other entities that are due reimbursement for Improvements, the Fiscal Agent will transfer the amount, if any, remaining in the Improvement Fund to the Bond Fund for application to the payment of principal of and interest on the Bonds in accordance with the Fiscal Agent Agreement, and the Improvement Fund will be closed. See “THE IMPROVEMENTS.” Future Parity Bonds The Resolution of Formation authorizes the issuance of up to $90 million of bonds, of which the 2023 Bonds represent the fourth series. The City expects that it will, by a Supplemental Fiscal Agent Agreement, authorize the issuance of one or more additional series of Bonds (previously defined as the “Additional Bonds”) payable from Special Taxes and secured by the Special Tax Revenues on a parity with the 2014 Bonds, 2018 Bonds, 2019 Bonds and 2023 Bonds, as development progresses in the District and upon compliance by the City with the conditions set forth in the Fiscal Agent Agreement, which include the following:
20 (i) A separate account in the Reserve Fund shall be established in an amount equal to the Reserve Requirement, calculated with respect to the Additional Bonds. (ii) For each Bond Year that the Additional Bonds will be outstanding, projected Maximum Special Taxes (net of County administration charges) in each Fiscal Year are equal to or greater than 110% of maximum Debt Service due in the Bond Year that begins in the corresponding Fiscal Year. (iii) The aggregate value of all parcels in the District subject to the Special Tax, including then existing improvements and any facilities to be constructed or acquired with the proceeds of the proposed series of bonds, as determined by an MAI appraisal or, in the alternative, the assessed value of all such parcels and improvements thereon (and improvements to be financed from proceeds of the bonds proposed to be issued) as shown on the then current County tax roll, or by a combination of both methods is at least 4.00 times the sum of (i) the aggregate principal amount of all bonds then outstanding plus (ii) the aggregate principal amount of the series of bonds proposed to be issued, plus (iii) the aggregate principal amount of any bonds then outstanding and payable from assessments which are a lien against property in the District, plus (iv) a portion of the aggregate principal amount of all Mello-Roos bonds, other than the Bonds then outstanding, and payable at least partially from special taxes to be levied on parcels of land subject to the Special Tax within the District (the “Other Mello-Roos Bonds”) equal to the aggregate principal amount of the Other Mello-Roos Bonds multiplied by a fraction, the numerator of which is the amount of special taxes levied for the Other Mello-Roos Bonds on parcels of land within the District subject to the Special Tax, and the denominator of which is the total amount of special taxes levied for the Other Mello-Roos Bonds on all parcels of land subject to the Special Tax against which the special taxes are levied to pay the Other Mello-Roos Bonds (such fraction to be determined based upon the special taxes which could be levied the year in which maximum annual debt service on the Other Mello-Roos Bonds occurs), based upon information from the most recent available fiscal year. In connection with the approval of development in the District, the City has agreed that payment of certain impact fees owed by the Developer will be deferred (referred to as the “Development Impact Fee Deferral” in the Special Tax Formula) to allow payment of the deferred fees after the 2014 Bonds have been fully paid. The City expects to receive payment for the deferred impact fees either through continued collection of Special Taxes or through the issuance of future bonds after the 2014 Bonds have matured. If the City chooses to issue bonds to pay deferred impact fees, the remaining authorization will be available to be utilized by the City as a means therefor.
21 DEBT SERVICE SCHEDULES The annual debt service on the 2023 Bonds, based on the interest rates and maturity schedule set forth on the cover of this Official Statement and assuming no early redemptions, is set forth below. City of Roseville Westbrook Community Facilities District No. 1 (Public Facilities) Special Tax Bonds Series 2023 Debt Service – 2023 Bonds Year Ending (Sept. 1) Principal Interest Total Total
22 The combined annual debt service on the 2014 Bonds, 2018 Bonds, 2019 Bonds and 2023 Bonds, assuming no early redemptions, is set forth below. City of Roseville Westbrook Community Facilities District No. 1 (Public Facilities) Special Tax Bonds Series 2023 Combined Debt Service – 2014 Bonds, 2018 Bonds, 2019 Bonds and 2023 Bonds Year Ending (Sept. 1) 2014 Bonds 2018 Bonds 2019 Bonds 2023 Bonds Total 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 2047 2048 2049 2050 2051 2052 2053 Total(1) $ $ $ ____________ (1) Totals may not sum, due to rounding. Source: Fiscal Agent for 2014, 2018 and 2019 debt service and Underwriter for 2023 debt service.
23 City of Roseville Westbrook Community Facilities District No. 1 (Public Facilities) Special Tax Bonds Series 2023 Debt Service Coverage – 2014 Bonds, 2018 Bonds, 2019 Bonds and 2023 Bonds Year Ending (Sept 1)
Special Tax from Completed Single Family Homes (1)
Special Tax from Completed and Final Mapped Single Family Homes (1) District Maximum Tax (1) Less: Priority Administrative (2)
Net Maximum Facilities Special Tax
2014 Series Debt Service
2018 Series Debt Service
2019 Series Debt Service 2023 Debt Service (3) Total Debt Service Debt Service Coverage from Completed Single Family Homes Debt Service Coverage from Final Mapped and Completed
Debt Service Coverage from District Max Tax 2024 $2,480,732 $2,627,512 $2,732,907 ($27,329) $2,705,578 $884,638 $627,756 $754,769 $173,938 $2,441,101 1.005x 1.065x 1.108x (1) As provided by Wildan Financial Services on March 22, 2023. Special taxes are currently being levied at the maximum rate under the Rate and Method, to allow “pay-as-you-go” financing for Improvements. In addition to the maximum annual Special Tax rate limitation in the Rate and Method, Section 53321(d) of the Act provides that the special tax levied against any parcel for which an occupancy permit for private residential use has been issued may not be increased as a consequence of delinquency or default by the owner of any other parcel within a community facilities district by more than 10% above the amount that would have been levied in such Fiscal Year had there never been any such delinquencies or defaults. In cases of significant delinquency, these factors may result in defaults in the payment of principal of and interest on the 2023 Bonds. (2) Priority admin calculated as 1% of the revenues. (3) Preliminary; Subject to Change Source: Underwriter
24 THE SIERRA VISTA SPECIFIC PLAN The Sierra Vista Specific Plan (“SVSP”) is the primary land use, policy and regulatory document used to guide development of the project area. The Specific Plan establishes a development framework for land use, affordable housing, resource protection, circulation, utilities and services, implementation and design. The intent is to promote the systematic and orderly development of the plan area. All subsequent development projects and related activities in the SVSP area are required to be consistent with the SVSP. The SVSP implements the goals and policies of the City of Roseville General Plan and augments these goals and policies by providing specific direction to reflect conditions unique to the project and Plan Area. The General Plan serves as the long-term policy guide for the physical, economic and environmental growth of the City. The property within the District was annexed into the SVSP in June 2012 and is a component of the SVSP. The full text of the Sierra Vista Specific Plan is available on the City’s website. The SVSP land use plan includes a blend of residential, service, employment, open space and public uses. The Plan Area is statistically projected to house approximately 22,045 residents and in excess of 9,000 employees. The SVSP includes a total of 8,679 dwelling units on approximately 2,064 acres. Proposed land uses include a total of approximately 317 acres set aside in open space; 106 acres for dedication to parks; 71 acres of public/quasi-public uses; 190 acres of community commercial; 27 acres of business professional; and 41 acres of commercial mixed use. THE DISTRICT Formation of the District On March 5, 2014, the City Council adopted a Resolution of Intention to form a community facilities district under the Act, to levy a special tax and to incur bonded indebtedness for the purpose of financing the Improvements and making contributions to certain public facilities. After conducting a noticed public hearing, on April 16, 2014, the City Council adopted the Resolution of Formation, which established the District, set forth the Special Tax Formula within the District and set forth the necessity to incur bonded indebtedness in a total amount not to exceed $90 million. On the same day, an election was held within the District in which the only landowner/voter in the District, the Developer, approved the proposed bonded indebtedness and the levy of the Special Tax. The Special Tax Formula was amended pursuant to Resolution No. 14-509 adopted November 19, 2014, and is attached in its current form as APPENDIX A hereto. See “OWNERSHIP OF PROPERTY WITHIN THE DISTRICT” below. Location and Description of the District and the Immediate Area The District is located within a portion of the SVSP area (described above), in the northwest portion of the City and is approximately 20 miles northeast of the central business district of Sacramento. The process of annexation of the area to the City was completed in January 2012. The District is located along the south side of the extension of Pleasant Grove Boulevard, immediately south and west of the Westpark master planned community and the West Roseville Specific Plan. Access to the District is provided by Pleasant Grove Boulevard, an existing four-lane roadway. The land in the District is generally built out with a variety of housing types. Homebuilding, site development and multi-family development is underway within the Phase 3 portion of the property. All required infrastructure, with the exception of a small extension of Santucci Boulevard north of Pleasant Grove Boulevard, has been constructed and accepted by the City. The SVSP has
25 targeted a majority of the creek corridors and a portion of the seasonal wetlands for preservation in permanent open space/park use. All environmental permits (404, 401b, 1602 Streambed Alteration Agreements) for the District have been obtained and all mitigation required satisfied. Subsequent to formation of the District, parcels were created by subdivision into large lots that correspond to Developer designated development “villages,” which are listed below. Large lot parcel maps were recorded for the villages in Phases 1, 2 and 3. Final maps have subsequently been recorded for all 1,464 single family lots planned within the District. Homebuilding is ongoing in Villages WB-20, WB-21, WB-22 and WB-23 all within Phase 3 of the District. Village WB-41, containing 63 MDR lots is completing land development work which is expected to be completed in the summer 2023, with homebuilding commencing in the latter part of 2023. See “– Development in the District” for additional information on ongoing development activity In the District. Maps. A final large lot parcel map is shown on the following page. An aerial overview map of the District from ______ 2023 follows.
26 [Reserved for large planning lot map]
27 [Reserved for Aerial Overview map]
28 Development in the District The following information about development within the District has been provided by the Developer and merchant homebuilders that currently own lots within the District. No assurance can be given that all information is complete. No assurance can be given that development of the property will be completed, or that it will be completed in a timely manner. Since the ownership of the parcels is subject to change, the development plans outlined below may not be continued by the subsequent owner if the parcels are sold, although development by any subsequent owner will be subject to the SVSP, the Development Agreement described herein and the policies and requirements of the City. No assurance can be given that the plans or projections detailed below will actually occur. Entitlements. Property within the District encompasses approximately 354.3 gross acres, and is developing into a mix of residential, commercial and public/quasi-public uses. The entitlements permit a development proposal related to a particular parcel to proceed through tentative map subdivision and design-review permitting processes to final mapping provided the development application is in accord with the entitlements and the final map conditions. See “–Development Agreement” below. The land received full land use approval on June 2012, including approval of Specific Plan Zoning and a Development Agreement, and subsequently received a Section 404 (wetlands) permit, a grading permit and other site improvement plans. In May 2016, the Developer obtained approval of a Specific Plan Amendment for the land within Phases 2 and 3, modifying the prior entitlements to allow for a 493-lot, age-restricted community, which decreased the amount of multi-family housing. The resulting approvals increased the total single-family units and reduced the multi-family units, consistent with the zoning designations of the SVSP. In January 2019, the Developer obtained approval of tentative maps for the three Phase 3 MDR properties (Parcels WB-20, WB-21 and WB-22), as well as the remaining MDR property in Phase 2 (Parcel WB-23), for a total of 250 medium density single family lots. The approvals included the transfer of 8 residential units from the MDR category to the HDR parcel in Phase 3 (WB-31). This resulted in a minor change to the residential mix, for a total of 1,401 single family units (LDR and MDR) and 628 multi-family (HDR) units. The build-out of the affordable units is not a condition precedent to the build-out of the market-rate units. In February 2022, the Developer obtained approval for the rezone of a parcel previously zoned for Community Commercial (CC) to Medium Density Residential (MDR). The tentative map contained 63 single family lots. A final map for this parcel was recorded in 2022, and the MDR lots are subject to the Special Tax at the rates applicable to the MDR land-use category. Subdivision Maps. Large lot parcel maps were recorded for all of the villages in Phases 1, 2 and 3. Final small-lot maps have subsequently been recorded for all 1,464 lots in Phases 1, 2 and 3. For additional details, see Table 2A and Table 2B, below. See also Attachment 2 of the Special Tax Formula in Exhibit A. Affordable Units. Under the Development Agreement, the project is obligated to provide 365 units of affordable housing. The units are to be constructed in the District and will be available to persons in very-low to middle income households. All of the units of affordable housing are being developed as part of Phase 3. The Developer is required to enter into an agreement with the City governing the availability of such units. The Developer currently anticipates that these units will be
29 located on portions of Parcels WB-30 and WB-32. The Special Tax Formula does not allocate any tax to the very-low income affordable units or low-income affordable units. See “SECURITY FOR THE BONDS – Special Tax Formula.” Utilities. All typical urban utility services for finished lots are available at the lots or will be extended to the lots. These utilities include electric power, natural gas, telephone, cable television, water, refuse, and sanitary sewer and storm water facilities. The City provides electric, water, sewer refuse and storm water facilities, and police and fire services. Pacific Gas & Electric provides natural gas. Current Status of Development. Development within the District thus far has been, and is expected to continue to be, consistent with the SVSP land uses, which primarily consist of low-density residential (LDR) neighborhoods and, to a lesser extent, supporting uses such as parks, recreation, open space and supporting neighborhood commercial land uses. Permitted land uses are configured to reinforce the neighborhood identity and sense of community. See “THE SIERRA VISTA SPECIFIC PLAN” above. Development is expected to be completed in three phases, Phase 1, Phase 2 and Phase 3, as described herein. Phase 1. In Phase 1, the Developer sold 3 villages to Woodside Homes, 2 villages to D.R. Horton and 2 villages to Taylor Morrison Homes, for a total of 558 lots. Construction is complete, and all 558 homes are now owned by individual homeowners. Phase 2. In Phase 2, the Developer sold 493 unfinished lots to Lennar Homes, 100 unfinished lots to Woodside Homes, and 71 unfinished lots to Tri Pointe Homes. The Developer’s remaining ownership of taxable property in Phase 2 consists of Parcel WB-42, a commercial site, which the Developer is currently marketing for sale. Lennar Homes and Woodside Homes have completed construction of all their respective homes in Phase 2, and the aggregate 593 homes are now owned by individual homeowners. Tri Pointe Homes has completed land development for its 71 lots (Parcel WB-23) and has commenced home construction. Phase 3. The Developer has completed all backbone infrastructure for Phase 3, with the exception of a small extension of Santucci Boulevard north of Pleasant Grove Boulevard, construction of which is to be funded from proceeds of the 2023 Bonds. The Developer has sold all parcels within Phase 3 to the following homebuilders or apartment developers – K. Hovnanian Homes, Tri Point Homes and Pine Island Apartments. K. Hovnanian Homes is completing the construction of homes within Villages WB-20 and WB-21. As of February 16, 2023 (the date of value of the Appraisal), K. Hovnanian Homes owned 29 homes/lots in the District. Tri Pointe Homes is completing the construction of homes within WB-22 (being constructed in conjunction with Phase 2 village WB-23) and has approximately 22 homes left to build and deliver to homebuyers. As of February 16, 2023 (the date of value of the Appraisal), Tri Pointe owned 32 homes/lots in the District (in Phase 2 and Phase 3). Pine Island Apartments, LLC owns all of the HDR parcels in the District (WB-30, WB-31 and WB-32), only WB-31 is a Taxable Parcel. Pine Island Apartments, LLC anticipates commencing construction of WB-31 in 2027 or 2028. This property will be built as all market
30 rate units, as part of a larger plan Pine Island Apartments, LLC has to develop WB-31 together with other property it owns in the area. The Developer expects to sell WB-42 once the adjacent development creates demand for the commercial needs. WB-42 is a “neighborhood serving” retail site, meaning they are likely to include uses required daily by local residents, such as grocery stores, pharmacies, and local food service outlets. The current sales forecast for these uses include the sale, anticipated in 2024, of a 14.5-acre retail parcel (WB-42), the only commercial parcel subject to the Special Tax. This sale is expected to be to a commercial developer with tenants in tow to service the needs of the area where few retail services exist. The following table provides a summary of the projected Fiscal Year 2023-24 special tax levy, based on the status of development in the District as of February 16, 2023 (the Appraiser’s date of value), and on assumptions detailed therein. Table 1 City of Roseville Westbrook Community Facilities District No. 1 (Public Facilities) Projected Fiscal Year 2023-24 Tax Levy by Development Status Development Status (1) No. of Planned Units FY 2023-24 Maximum Special Tax FY 2023-24 Special Tax Levy (2)* % of FY 2023-24 Special Tax Levy Completed Homes owned by Individuals 1,340 $2,429,678 $2,429,678 88.90% Completed Homes owned by Merchant Builders (3) 32 51,054 51,054 1.90 Homes Under Construction 3 4,786 4,786 0.20 Finished Lots 26 41,482 41,482 1.50 Final Map Lots (4) 63 100,512 100,512 3.70 Unimproved Multi-Family 263 95,864 95,864 3.50 Unimproved Non Residential (4) 0 9,531 9,531 0.30 Totals 1,727 $2,732,907 $2,732,907 100.00% ___________ (1) Development status as of February 16, 2023. (2) The District is expected to be levied at the Maximum Special Tax in FY 2023-24. (3) Includes two models leased to one Merchant Builder. (4) One 14.5 acre commercial parcel. Sources: Development Status – Master Developer and Integra Realty Resources; Planned Residential Units - Special Tax Formula
31 Table 2A City of Roseville Westbrook Community Facilities District No. 1 (Public Facilities) CFD Land Uses (as of Amendment #5 to Rate and Method of Apportionment) Large Lot Number Land Use Category Net Acres No. of Units Zone 1 (Phase 1) WB-5A LDR 11.7 71 WB-5B LDR 18.8 86 WB-6 LDR 21.6 103 WB-7A LDR 11.9 73 WB-7B LDR 13.2 72 WB-24 MDR 7.5 53 WB-25 MDR 14.3 100 WB-51 Park* 4.4 - WB-61 Well* 0.3 - Zone 1–- Totals 103.7 558 Zone 2 (Phase 2) WB-1A LDR 29.3 126 WB-1B LDR 22.2 133 WB-2A LDR 10.6 58 WB-2B LDR 7.7 39 WB-3A LDR 11.6 66 WB-3B LDR 11.2 71 WB-4 LDR 16.0 100 WB-23 MDR 9.8 71 WB-42 Nonresidential(1) 14.5 - WB-50 Park* 8.7 - WB-60 School* 10.0 - WB-62 Lift Station* 0.8 - Zone 2–- Totals 152.4 664 Zone 3 (Phase 3) WB-20 MDR 8.4 66 WB-21 MDR 11.8 81 WB-22 MDR 4.8 32 WB-30 HDR–- Affordable Low* 5.6 169 WB-30 HDR–- Affordable Very-Low** 2.3 68 WB-31 HDR 11.1 263 WB-32 HDR–- Affordable Low* 3.7 92 WB-32 HDR–- Affordable Very-Low** 1.4 36 WB-41 MDR 10.0 63 WB-52 Park* 1.5 - WB-80 Open Space* 36.6 - Zone 3–- Totals 97.2 870 CFD Totals 353.4 2,092 (1) Nonresidential parcel WB-42 (in Phase 2) is taxed per acre. * Not subject to special tax. ** Very-low income affordable and low income affordable units are not subject to Special Tax. Source: Westpark Associates, MacKay & Somps Civil Engineers, Inc.
32 Table 2B City of Roseville Westbrook Community Facilities District No. 1 (Public Facilities) Taxable Residential Parcels by Phase (All Lots Have Received Final Map) Phase 1 PARCEL LAND USE UNITS WB-5A P1 LDR (Residential) 44 WB-5B P1 WB-5A P2 WB-5B P2 LDR (Residential) LDR (Residential) LDR (Residential) 55 27 31 WB-6 LDR (Residential) 103 WB-7A LDR (Residential) 73 WB-7B LDR (Residential) 72 WB-24 MDR (Residential) 53 WB-25 MDR (Residential) 100 Sub-total LDR (Residential) 405 Sub-total MDR (Residential) 153 Total Phase 1 558 Phase 2 PARCEL LAND USE UNITS WB-1A LDR (Residential) 126 WB-1B LDR (Residential) 133 WB-2A LDR (Residential) 58 WB-2B LDR (Residential) 39 WB-3A LDR (Residential) 66 WB-3B LDR (Residential) 71 WB-4 LDR (Residential) 100 WB-23 MDR (Residential) 71 Sub-total LDR (Residential) 593 Sub-total MDR (Residential) 71 Total Phase 2 664 Phase 3 PARCEL LAND USE UNITS WB-20 MDR (Residential) 66 WB-21 MDR (Residential) 81 WB-22 MDR (Residential) 32 WB-41 MDR (Residential) 63 WB-31 HDR (Residential) 263 Sub-total MDR (Residential) 242 Sub-total HDR (Residential) 263 Total Phase 3 505 TOTALS LDR (Residential) 998 MDR (Residential) 466 HDR (Residential) 263 Total 1,727 Source: Developer.
33 Development Agreement General. The Developer entered into the development agreement dated June 20, 2012 (as amended on May 4, 2016, the “Development Agreement”) with the City in accordance with applicable state and local codes. The Development Agreement vests development rights, sets forth infrastructure improvements and dedication requirements, secures the timing and methods for financing improvements, and specifies other performance obligations as related to development in the Sierra Vista Specific Plan area. All of the property in the District is subject to the requirements of the Development Agreement as well as the SVSP. The Development Agreement was entered into in accordance with Sections 65864 through 65869.5 of the California Government Code, as implemented through Article V, Chapter 19.84 of the City’s Zoning Ordinance No. 802. Land use and development entitlements granted under the Development Agreement for property in the District is consistent with the SVSP as described under the caption “THE SIERRA VISTA SPECIFIC PLAN” and summarized above. Improvements. The Development Agreement sets forth the responsibility of the Developer and its successors for a portion of the costs of certain public improvements required for its development within the SVSP, including an electric substation. Dedication and grading of this electric substation site in the SVSP has occurred and the City has completed construction of the electric substation. Funding of the Improvements with 2023 Bond and Additional Bond proceeds will satisfy a portion, but not all, of the relevant obligations of the District for infrastructure improvements required by the Development Agreement. The improvements not funded from proceeds of the 2023 Bonds and Additional Bonds, or Special Taxes are required to be funded by the Developer, Lennar Homes and/or other developers of land in the District to whom the Developer sells parcels in the District. See “THE IMPROVEMENTS” below. Pine Island Apartments, LLC (pursuant to agreement with the Developer) is responsible for the cost of construction of the extension of Santucci Boulevard north of Pleasant Grove Boulevard and other costs of the development of its parcels. Proceeds of the 2023 Bonds will provide for the cost of Improvements. Improvement costs greater than the net proceeds of the 2023 Bonds would be the responsibility of Pine Island Apartments, LLC. Remaining net proceeds of 2023 Bonds above Improvements costs will be used to reimburse the Developer for shortfalls bond proceeds to construct the Improvements in Phase 1 and Phase 2 pursuant to the Pay-As-You-Go program provided for in the formation documents and the Funding, Construction and Acquisition Agreement between the Developer and the City. See “THE IMPROVEMENTS – Estimated Cost of the Improvements” below. Environmental Matters Flood Hazard Map Information. According to the Federal Emergency Management Agency’s flood insurance rate maps (Community-Panel Number 060243-0457F, with an effective date of July 8, 1998), the developable portions of the property in the District are located within Flood Zone X, described as areas of minimal flooding (outside of the 100 and 500-year floodplains). The land in the District has been determined to be outside of the 500-year floodplain and is not a part of the Central Valley Flood Protection Plan (SB-5). Wetland Conditions. In response to the City’s planning department’s confirmation that some jurisdictional wetlands would be affected by development within the District, the Developer
34 completed wetland impact mitigation in 2014 at a total cost of $4,885,675, all or a portion of which was reimbursed from proceeds of the 2014 Bonds. No additional Section 404 environmental permits or stream alteration agreements are required for build-out of the District or any of the required infrastructure. Seismic Conditions. The property in the District is not located within a seismic special studies zone, designated by the California State Division of Mines and Geology, in accordance with the Alquist-Priolo Special Study Zone Act of 1972. Wildfire Risk. The property in the District is not located in a high or very-high fire hazard severity zone, as established by Cal-FIRE. THE IMPROVEMENTS Eligible Facilities The Improvements eligible to be financed by the District are set forth in Appendix B of the Resolution of Intention of the City Council of the City of Roseville to Form a Community Facilities District and Levy a Special Tax in Westbrook Community Facilities District No. 1 (Public Facilities) to Finance the Acquisition and Construction of Certain Public Facilities in and for such Community Facilities District (the “Resolution of Intention”), adopted by the City Council of the City on March 5, 2014, in connection with the formation of the District, generally consisting of transportation improvements, water and wastewater improvements, parks and open space. Estimated Cost of the Improvements Overview. As of December 2022, the total cost of Phase 1 Improvements was approximately $22.1 million, of which approximately $11.8 million was financed by the 2014 Bonds. The total cost of the Improvements related to Phase 2 was approximately $17.0 million, approximately $10.5 million of which was financed by the 2018 Bonds, and the total cost of the Phase 3 Improvements was approximately $12.7 million of which $13.3 million was financed by the 2019 Bonds (the difference between the cost of the Improvements and the proceeds of the 2019 Bonds was used to reimburse the Developer for shortfalls in bond proceeds from the 2018 Bonds and 2014 Bonds). The remaining Improvements in Phase 3 are estimated to cost approximately $750,000 and are to be financed by the 2023 Bonds, with the remainder used to reimburse the Developer for shortfalls in Bond proceeds for the Phase 1, 2 and 3 Improvements. The Special Tax Formula provides that the funding of Improvement costs can also be made from collections of the Special Tax available as the “pay-as-you-go” component of Special Taxes in an amount equal to Special Tax collections in excess of the amount needed to pay debt service and administration costs, which is expected to be provided through the annual Special Tax levy at the maximum rate during the first 30 years of the District. These amounts are estimates and actual costs are expected to vary. The cost of the Improvements will initially be paid for by the Developer and/or Pine Island Apartments, LLC, which will be reimbursed for certain of such improvement expenditures from the proceeds of the 2023 Bonds. See “OWNERSHIP OF PROPERTY WITHIN THE DISTRICT” below for a description of other sources of funding available to the Developer and/or Pine Island Apartments, LLC.
35 Table 3 City of Roseville Westbrook Community Facilities District No. 1 (Public Facilities) Summary of Authorized Facilities and Estimated Cost Item Approximate Projected Total Cost (in millions) (1) Backbone Infrastructure $51.5 Neighborhood Parks/Trails 5.1 Deferred Development Impact Fees 4.7 Total $61.3 (1) All completed except for Santucci Boulevard. Source: Developer. Acquisition Agreement. In connection with the issuance of the 2014 Bonds, the City and the Developer entered into a Funding, Construction and Acquisition Agreement (as amended to date, the “Acquisition Agreement”) which provides that Developer or its affiliate will construct (or cause to be constructed or funded) the Improvements and related facilities, and the City, upon completion of construction and acceptance by the City, or through progress payments prior to completion of the entire improvement, will purchase the Improvements or reimburse the Developer for expended amounts using a portion of the proceeds of the Bonds pursuant to the terms of the Acquisition Agreement.
36 OWNERSHIP OF PROPERTY WITHIN THE DISTRICT Unpaid Special Taxes do not constitute a personal indebtedness of the owners of the property within the District. There is no assurance that the present property owners or any subsequent owners will have the ability to pay the Special Taxes or that, even if they have the ability, they will choose to pay the Special Taxes. An owner may elect to not pay the Special Taxes when due and cannot be legally compelled to do so. Neither the City nor any Bond Owner will have the ability at any time to seek payment directly from the owners of property within the District of the Special Tax or the principal or interest on the Bonds, or the ability to control who becomes a subsequent owner of any property within the District. The Developer and certain merchant builders have provided the information set forth in this section entitled “OWNERSHIP OF PROPERTY WITHIN THE DISTRICT.” No assurance can be given that all information is complete. In addition, any Internet addresses included below are for reference only, and the information on those Internet sites is not a part of this Official Statement or incorporated by reference into this Official Statement. No assurance can be given that development of the property will be completed, or that it will be completed in a timely manner, as described herein. The Special Taxes are not personal obligations of the developers or of any subsequent landowners; the Bonds are secured only by the Special Taxes and moneys available under the Fiscal Agent Agreement. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS” and “SPECIAL RISK FACTORS” herein. Current Ownership in the District The following table shows the ownership of taxable property in the District as of February 16, 2023. Table 4 City of Roseville Westbrook Community Facilities District No. 1 (Public Facilities) Ownership of Taxable Property in the District Property Owner (1) Completed Homes Partially Completed Homes Finished Lots Final Map Lots Unimproved Multi-Family Units Total Planned Residential Units
Unimproved Non Residential Parcels MASTER DEVELOPER 1 MERCHANT BUILDERS K. Hovnanian Homes (2) 18 3 8 29 Tri Pointe Homes 14 0 18 32 Beazer Homes (3) 0 0 0 63 63 Subtotal 32 3 26 63 124 MULTI-FAMILY BUILDER Pine Island Apartments LLC 263 263 INDIVIDUAL HOMEOWNERS 1,340 1,340 Total 1,372 3 26 63 263 1,727 1 (1) Ownership and Development Status as of February 16, 2023. (2) Represents 14 completed homes owned by K. Hovnanian Homes, two models owned by HS-JC Finance Company LLC and leased to K. Hovnanian Homes with the remaining properties owned Brookfield Holdings Solaire LLC , a land banker for K. Hovnanian Homes. (3) Includes 47 final lots owned by KLLB AIV LLC, a land banker for Beazer Homes Sources: Ownership, Development Status and number of homes/lots/units – Master Developer and Integra Realty Resources.
37 The Developer General. At the time of formation of the District, all of the land within the District was owned by Westpark S.V. 400, LLC, an entity comprised of a management team that is responsible for the day-to-day management of the entitlement and development operations, and a group of capital investors that provide equity for the operations and development of the project. The Developer is a limited liability company formed in 2010 and registered to do business in California. As development progressed, the Developer transferred areas of land to WP Development Company, LLC, a separate entity comprised of the same managing principals and capital members, for lot development and sales. WP Development Company, LLC was formed for the purpose of commencing land development and marketing of individual villages to merchant builders to separate the dealer activities of this entity from the investment purpose of the Developer and with the completion of the Improvements, the entity was dissolved at the end of 2022. Accordingly, the term “Developer” as used herein refers only to Westpark S.V. 400, LLC. The managing members (the “Members”) of the Developer are William Falik, John Murray and Jeff Jones. Mr. Falik is an attorney who has practiced land use, real estate, mediation and environmental law in Northern California for more than 40 years. Mr. Falik is also an Adjunct Professor at the Haas School of Business and a Visiting Professor at the Berkeley School of Law at the University of California where he teaches real estate investment and development. John Murray is a former Certified Public Accountant who, prior to joining Westpark, was the General Manager for the Del Webb Corporation’s Northern California Communities where he led the development of Sun City Roseville and Sun City Lincoln Hills. Mr. Falik and Mr. Murray were principals in the development team that developed the adjacent Westpark community, a 4,500-unit master planned community, in 2004 and subsequently sold the project to a consortium of homebuilders that included Pulte Home Corporation, Lennar Communities of California and Centex Homes. Jeff Jones is Westpark’s Chief Executive Officer. Prior to joining the Developer, Mr. Jones served as a part of the Del Webb Corporation’s Northern California Communities executive management team where he oversaw the development of the Sun City Roseville and Sun City Lincoln Hills Communities. The Members of the Developer are also principals in projects adjacent to the District where they control 250 acres that have the potential for approximately 1,000 residential units. Developer Experience. Recent development experience of the principals of the Developer (affiliated entities wherein the managing members are at least one of the three principals of the Developer), is illustrated by the following projects: Project Name City No. of Lots (res) No. of Sq. Ft. (Office/ Industrial) No. of Sq. Ft (Retail) Owner/Developer Status Westpark Roseville, CA 4,585 1,110,000 163,350 1600 Placer Investors, LP Sold March 2005 to Pulte, Lennar & Centex Sierra Vista/ Westpark-Federico Roseville, CA 953 0 0 Westpark Sierra Vista, LLC Entitlements Completed, completing federal permitting process Education Foundation Lincoln, CA 71 0 0 Westpark LR, LLC Entitlements complete, completing federal permitting process. Sold in 2019. As noted in the listing above, an entity comprised of the same principals as the Developer was the owner of the property located immediately north of the District in what is known as Westpark Phases 3 and 4, a portion of the “Westpark” community in the West Roseville Specific Plan. West Roseville, LLC, an entity comprised of the same ownership as Developer, acquired the Westpark
38 property in December 2009. West Roseville, LLC disposed of portions of the Westpark property in 2012 and 2013 and today continues to own a small portion of the Westpark property. During the time between December 2009 and December 2013 West Roseville, LLC paid its Special Tax obligation as part of the Westpark community facilities district without issue. The special taxes over this time period were in excess of $6 million.
39 VALUE OF PROPERTY WITHIN THE DISTRICT Assessed Values The following table shows a history of assessed valuations of land in the District since Fiscal Years 2014-15 through 2022-2023. Table 5 City of Roseville Westbrook Community Facilities District No. 1 (Public Facilities) Historical Assessed Values for the District Fiscal Years 2014-15 through 2022-23 Fiscal Year Land Value Structure Assessed Value Total Assessed Value % Change in Total Assessed Value 2014-15 $11,496,355 $0 $11,496,355 -- 2015-16 11,726,045 0 11,726,045 2.0% 2016-17 23,381,318 2,196,600 25,577,918 118.1% 2017-18 37,855,938 23,215,361 61,071,299 138.8% 2018-19 67,287,121 86,079,483 153,366,604 151.1% 2019-20 90,851,728 203,288,452 294,140,180 91.8% 2020-21 133,341,034 304,587,913 437,928,947 48.9% 2021-22 170,932,906 398,137,591 569,070,497 29.9% 2022-23 195,214,165 496,058,944 691,273,109 21.5% Sources: City of Roseville Westbrook Community Facilities District No. 1 (Public Facilities) Special Tax Bonds, Series 2023, Annual Continuing Disclosure Information Statements for fiscal years 2013-14 through 2021-22 and Placer County July 1, 2022 Secured Property Roll, as compiled by Willdan Financial. The Appraisal General. Integra Realty Resources, Sacramento, California (the “Appraiser”) prepared an appraisal report dated February 27, 2023, with a date of value of February 16, 2023 (the “Appraisal”). The Appraisal was prepared at the request of the City. The Appraisal is set forth in APPENDIX B hereto. The description herein of the Appraisal is intended for limited purposes only; the Appraisal should be read in its entirety. The conclusions reached in the Appraisal are subject to certain assumptions and qualifications which are set forth in the Appraisal. Parcels Appraised. The appraised properties consist of 244 appraised properties. These consist of 150 single-family homes without complete assessment, 3 partially completed single family homes, 26 finished single family lots, 63 nearly finished single family lots, 1 HDR parcel and 1 commercial parcel. See APPENDIX B for additional details. Value Estimates. The Appraisal provides a market value of the appraised properties by ownership and assessor’s parcel, as well as a cumulative, or aggregate, value of the properties as of the date of value (based on the hypothetical condition the improvements to be financed by the 2023 Bonds were in place as of the date of valuation). The valuation accounts for the impact of the lien of the Special Tax and represents the hypothetical market value (based on the hypothetical condition cited below) of all the land in the District. The property appraised excludes property in the District designated for public and quasi-public purposes. The aggregate value estimate for the appraised properties as of the February 16, 2023 date of value, using the methodologies described in the Appraisal and subject to the limiting conditions and
40 special assumptions set forth in the Appraisal, and based on the ownership of the property as of that date, is not less than $104,909,000. The combined assessed value and appraised value of taxable property within the District was not less than $769,799,178. The appraisal methodology utilizes the sales comparison and an extraction technique, to estimate the market value for the property’s various components. For the ownership held by the master developer, the aggregate value estimate is then integrated into a discounted cash flow (subdivision development method). The approaches to value were conducted as set forth below. See also “Assumptions and Limiting Conditions” below. Hypothetical Condition. The value estimate is subject to a hypothetical condition, defined as that which is contrary to what exists but is supposed for the purposes of analysis. For purposes of the hypothetical condition, the Appraiser assumed that certain proceeds of the 2023 Bonds are available to reimburse for infrastructure improvements completed. Aggregate Value. The aggregate value is the sum of the market values for the applicable property groupings. This value estimate excludes all allowances for carrying costs and is not equal to the market value of all the subject properties. Market Value. The market value represents the most probable price which a property should bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller each acting prudently and knowledgeably, and assuming the price is not affected by undue stimulus. Assumptions and Limiting Conditions. In considering the estimate of value evidenced by the Appraisal, the Appraisal is based upon a number of standard and special assumptions which affect the estimates as to value, some of which include the following. See “APPENDIX B – THE APPRAISAL.” • The value estimates assume the completion of the public facilities to be financed by the 2023 Bonds, but not any Additional Bonds that may be issued in the future. See “THE IMPROVEMENTS.” • The Appraisal relies on infrastructure and development cost estimates from the Developer, as well as presumed Special Taxes and 2023 Bond proceeds expected to be available. Accordingly, the value estimate is connected to such estimates of infrastructure and development costs, Special Taxes and 2023 Bond proceeds; any changes to these variables may necessarily affect the estimated value. It is therefore an extraordinary assumption that the infrastructure and development costs are as represented in the Appraisal. The estimates of market value account for the impact of the Lien of the Special Taxes securing the Bonds. • The Appraiser has assumed that there is no hazardous material on or in the property that would cause a loss in value. Should future conditions and events reduce the level of permitted development or delay the completion of any projected development, the value of the undeveloped land would likely be reduced from that estimated by the Appraiser. See “APPENDIX B – THE APPRAISAL” hereto for a description of certain assumptions made by the Appraiser. Accordingly, because the Appraiser arrived at an estimate of current market value based upon certain assumptions which may or may not be fulfilled, no assurance can be given that should the parcels become delinquent due to unpaid Special Taxes, and be foreclosed upon and offered for sale for the amount of the delinquency, that any bid would be received for such property or, if a bid is received, that such bid would be sufficient to pay such delinquent Special Taxes.
41 Absorption Period. Typically, multiple product lines would be marketed in a subdivision to create characteristics appealing to as many potential purchasers as possible. Offering home products within a subdivision to different market segments is done with the aim of increasing absorption and reducing the overall development holding period for a project. Based on information presented in the residential market analysis section, as well as the subject’s location and number of competing projects in West Roseville, the Appraiser estimates the subject property could achieve absorption rates of 6 sales per quarter. With sales beginning in Period 1, the subject’s lots sell out in Period 11, with Period 12 needed to complete construction and close escrow. See APPENDIX B. No assurance can be given that the estimated absorption will be achieved or attained over an extended period of time; real estate is cyclical in nature, and it is impossible to accurately forecast and project specific demand over a projected absorption period. See “SPECIAL RISK FACTORS – Property Values and Property Development.” Limitations of Appraisal Valuation. Property values may not be evenly distributed throughout the District; thus, certain parcels may have a greater value than others. This disparity is significant because in the event of nonpayment of the Special Tax, the only remedy is to foreclose against the delinquent parcel. No assurance can be given that the foregoing valuation can or will be maintained during the period of time that the 2023 Bonds are outstanding in that the City has no control over the market value of the property within the District or the amount of additional indebtedness that may be issued in the future by other public agencies, the payment of which, through the levy of a tax or an assessment, may be on a parity with the Special Taxes. See “–Overlapping Liens and Priority of Lien” below. For a description of certain risks that might affect the assumptions made in the Appraisal, see “SPECIAL RISK FACTORS” herein.
42 Value to Special Tax Burden Ratios Value to Lien Ratios by Ownership. The following table sets forth appraised value, assessed value, maximum special tax, allocable CFD debt, and average value to lien ratios by status of development and ownership, based on the status of development in the District as of February 16, 2023 (the Appraiser’s date of value), and on assumptions detailed therein. Table 6 City of Roseville Westbrook Community Facilities District No. 1 (Public Facilities) Value to Lien Ratios – By Ownership Property Owner (1) No. of Parcels No. of Planned Units Appraised Value (2) Assessed Value (3) FY 2023-24 Maximum Tax FY 2023-24 Projected Special Tax Levy * Allocable Debt CFD Bonds (4)(5) * % of Total CFD Bonded Debt (4) Overlapping Debt (6)
Total Direct & Overlapping Debt *
Average Value to Lien Ratios * MASTER DEVELOPER Westpark S V 400 LLC (7) 1 0 $3,210,000 $0 $9,531 $9,531 $147,868 0.3% $11,366 $159,234 20.16 MERCHANT BUILDERS Beazer Homes 63 63 $8,757,000 $0 $100,512 $100,512 $1,559,412 3.7% $14,172 $1,573,584 5.57 Tri Pointe Homes 32 32 10,536,000 0 51,054 51,054 792,089 1.9% 39,803 831,892 12.67 K. Hovnanian Homes 29 29 10,121,000 1,008,780 46,268 46,268 717,830 1.7% 71,963 789,793 14.09 Subtotal 124 124 $29,414,000 $1,008,780 $197,834 $197,834 $3,069,331 7.3% $125,938 $3,195,269 9.52 MULTI-FAMILY DEVELOPER Pine Island Apartments LLC 1 263 $6,840,000 $0 $95,864 $95,864 $1,487,298 3.5% $61,521 $1,548,819 4.42 INDIVIDUAL HOMEOWNERS Completed Homes 1,340 1,340 $65,445,000 $663,881,398 $2,429,678 $2,429,678 $37,695,503 88.9% $13,597,304 $51,292,807 14.22 Total 1,466 1,727 $104,909,000 $664,890,178 $2,732,907 $2,732,907 $42,400,000 100.0% $13,796,129 $56,196,129 13.70 * Preliminary, subject to change. (1) Ownership as of February 16, 2023 (2) Appraised Values as of February 16, 2023. A portion of the District parcels were not valued by the appraiser. Existing single-family homes showing a complete assessed value for both land and improvements were not appraised. Those parcels not appraised are instead valued at assessed value. (3) Assessed Values. The District parcels which were not valued by the appraiser are instead valued above using the most recent assessed value. (4) This table allocates the CFD Debt based upon each parcel's share of the District's FY 2023-24 Maximum Special Tax. (5) Represents the $38,800,000 outstanding principal balance of the 2014 Bonds, 2018 Bonds and 2019 Bonds together with the [estimated]* par amount of 2023 Bonds. (6) Includes the general obligation bond debt as summarized under “Summary of Overlapping Debt" table from the overlapping debt report prepared by California Municipal Statistics, Inc. Direct charges related to PACE liens secured by Special Taxes were levied onto one home within the District in FY 2022-23; the lien amount of the home is not included in this table. (7) Represents one 14.5 acre undeveloped commercial parcel. Sources: Ownership – Master Developer and Integra Realty Resources; Planned Residential Units - Special Tax Formula; Appraised Value - Integra Realty Resources; Assessed Values - Placer County July 1, 2022 Secured Property Roll; Overlapping Debt - California Municipal Statistics, Inc, as compiled by Willdan Financial Services and PACE Lien Direct Charges - Placer County
43 Average Value to Lien Ratio Categories. The estimated value of all taxable property within the District is $769,799,178. The principal amount of direct and overlapping bonded debt in the District (including the Bonds) is $56,196,129*. Consequently, the estimated value of the taxable property within the District is approximately 15.1* times the $42,400,000* aggregate amount of Bonds of the District, and 13.7* times the principal amount of the Bonds plus general obligation bond debt. The following table sets forth the appraised value, assessed value, maximum special tax, projected special tax levy tax and allocable CFD debt by value to lien ratio range categories. Table 7 City of Roseville Westbrook Community Facilities District No. 1 (Public Facilities) Average Value to Lien Ratio Categories Value-to-Lien Ratio Range* No. Parcels No. of Planned Units Appraised Value (1) Assessed Value (2) FY 2022-23 Maximum Tax Projected FY 2022-23 Special Tax Levy* Allocable Debt CFD Bonds (3)(4)* % Total CFD Bonded Debt (3) Overlapping Debt (5) Total Direct & Overlapping Debt*
Average Value to Lien Ratios 20:1 to 24.99:1 72 71 $42,890,000 $0 $122,766 $122,766 1,904,665 4.49% $118,485 $2,023,150 21.20 15:1 to 19.99:1 339 339 39,145,000 172,296,668 611,822 611,822 9,492,178 22.39 3,623,622 13,115,800 16.12 10:1 to 14.99:1 951 951 3,000,000 488,940,878 1,735,136 1,735,136 26,919,981 63.49 9,855,347 36,775,328 13.38 6:1 to 9.99:1 14 14 585,000 3,652,632 25,324 25,324 392,893 0.93 89,489 482,382 8.78 4:1 to 5.99:1 90 352 19,289,000 0 237,859 237,859 3,690,283 8.70 109,186 3,799,469 5.08 Total 1,466 1,727 $104,909,000 $664,890,178 $2,732,907 $2,732,907 $42,400,000 100.00% $13,796,129 $56,196,129 13.70 * Preliminary, subject to change. (1) Appraised Values as of February 16, 2023. A portion of the District parcels were not valued by the appraiser. Existing single-family homes showing a complete assessed value for both land and improvements were not appraised. Those parcels not appraised are instead valued at assessed value. (2) Assessed Values. The District parcels which were not valued by the appraiser are instead valued above using the most recent assessed value. (3) This table allocates the CFD Debt based upon each parcel's share of the District's FY 2023-24 Maximum Special Tax. (4) Represents the $38,800,000 outstanding principal balance of the 2014 Bonds, 2018 Bonds and 2019 Bonds together with the estimated par amount of 2023 Bonds. (5) Includes the general obligation bond debt as summarized under “Summary of Overlapping Debt" table from the overlapping debt report prepared by California Municipal Statistics, Inc. Direct charges related to PACE liens secured by Special Taxes were levied onto one home within the District in FY 2022-23; the lien amount of the home is not included in this table. Sources: Planned Residential Units - Special Tax Formula; Appraised Value - Integra Realty Resources; Assessed Values - Placer County July 1, 2022 Secured Property Roll; Overlapping Debt - California Municipal Statistics, Inc, as compiled by Willdan Financial Services and PACE Lien Direct Charges - Placer County
44 In comparing the value of the real property within the District and the principal amount of the Bonds, it should be noted that only the real property upon which there is a delinquent Special Tax can be foreclosed upon, and the real property within the District cannot be foreclosed upon as a whole to pay delinquent Special Taxes of the owners of such parcels within the District unless all of the property is subject to a delinquent Special Tax. In any event, individual parcels may be foreclosed upon separately to pay delinquent Special Taxes levied against such parcels. Other public agencies whose boundaries overlap those of the District could, without the consent of the City and in certain cases without the consent of the owners of the land within the District, impose additional taxes or assessment liens on the land within the District. Property owners can also voluntarily add Property Assessed Clean Energy (PACE) assessment liens on their property to finance energy efficiency improvements. The lien created on the land within the District through the levy of such additional taxes or assessments may be on a parity with the lien of the Special Tax. In addition, construction loans may be obtained by the Developers or home loans may be obtained by ultimate homeowners. The deeds of trust securing such debt on property within the District, however, will be subordinate to the lien of the Special Tax. Overlapping Liens and Priority of Lien The principal of and interest on the Bonds are payable from the Special Tax authorized to be collected within the District, and payment of the Special Tax is secured by a lien on certain real property within the District. Such lien is co-equal to and independent of the lien for general taxes and any other liens imposed under the Act, regardless of when they are imposed on the property in the District. The imposition of additional special taxes, assessments and general property taxes will increase the amount of independent and co-equal liens which must be satisfied in foreclosure. The City, the County and certain other public agencies are authorized by the Act to form other community facilities districts and improvement areas and, under other provisions of State law, to form special assessment districts, either or both of which could include all or a portion of the land within the District. Set forth below is an overlapping debt table showing the existing direct and overlapping bonded debt payable with respect to property within the District. This table has been prepared by California Municipal Statistics Inc. as of the date indicated, and is included for general information purposes only. The City has not reviewed the data for completeness or accuracy and makes no representations in connection therewith. In addition to bonded debt, property in the District is also subject to Fiscal Year 2022-23 special taxes authorized to be levied on behalf of the City’s Westbrook Community Facilities District No. 2 (Public Services) and Community Facilities District No. 3 (Municipal Services) for municipal services, which districts provide for escalating annual special taxes on residential property currently in the respective approximate annual amount of $441 to $493 (low density and medium density), $345 (high density market rate)/$172 (high density affordable rate) for CFD No. 2 and $508 (low density)/$297 (medium density)/$149 (high density market rate)/$74 (high density affordable rate) for CFD No. 3.
45 Table 8 City of Roseville Westbrook Community Facilities District No. 1 (Public Facilities) Summary of Overlapping Debt (As of March 1, 2023) 2022-23 Local Secured Assessed Valuation: $691,273,109 (Land and Improvements) DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT: % Applicable Debt 3/1/23 Sierra Joint Community College SFID No. 4 General Obligation Bonds 0.811% $ 1,199,912 Roseville Joint Union High School District General Obligation Bonds 1.671 1,798,421 Roseville Joint Union High School District SFID No. 1 General Obligation Bonds 13.925 8,920,977 Center Joint Unified School District General Obligation Bonds 1.594 1,620,464 Roseville City School District General Obligation Bonds 2.779 256,355 City of Roseville Westbrook Community Facilities District No. 1 100.000 38,800,000 (1) TOTAL DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT $52,596,129 OVERLAPPING GENERAL FUND DEBT: Placer County Certificates of Participation 0.702% $ 571,313 Sierra Joint Community College District Certificates of Participation 0.537 5,358 Roseville Union High School District Certificates of Participation 1.671 1,021,538 Roseville City School District Certificates of Participation 2.779 190,300 City of Roseville Certificates of Participation 2.335 372,570 Placer County Mosquito and Vector Control District Certificates of Participation 0.702 13,015 TOTAL OVERLAPPING GENERAL FUND DEBT $2,174,094 COMBINED TOTAL DEBT $54,770,223 (2) Ratios to 2022-23 Assessed Valuation: Direct Debt ($38,800,000) ......................................................... 5.61% Total Direct and Overlapping Tax and Assessment Debt .......... 7.61% Combined Total Debt ................................................................. 7.92% _______________ (1) Excludes the 2023 Bonds to be sold. (2) Excludes tax and revenue anticipation notes, enterprise revenue, mortgage revenue and non-bonded capital lease obligations. Source: California Municipal Statistics, Inc. There can be no assurance that the Developer, its affiliates or any subsequent owner will not petition for the formation of other community facilities districts and improvement areas or for a special assessment district or districts and that parity special taxes or special assessments will not be levied by the County or some other public agency to finance additional public facilities; however, no other special districts are currently contemplated by the City or the Developer. Private liens, such as deeds of trust securing loans obtained by the Developer, may be placed upon property in the District at any time. Under California law, the Special Taxes have priority over all existing and future private liens imposed on property subject to the lien of the Special Taxes. Estimated Tax Burden on Single-Family Home The Development Agreement specifies that the overall tax burden after formation of the District shall not exceed 2% of the estimated sales price of a single-family residential home. Based on estimated sales prices provided by the Developer, the Special Tax Administrator has projected that the overall tax burden for low-density residences will be approximately _____% and for medium-density residences will be approximately ____% located in the Roseville Joint Union High School District. 46 Special Tax Collections and Delinquencies
Historical Special Tax collections and delinquencies in the District are presented in the table below.
Table 9
City of Roseville
Westbrook Community Facilities District No. 1 (Public Facilities) Special Tax Collections and Delinquencies
Fiscal Year
Annual Special
Taxes Levy
No. of
Parcels
Levied
Amount
Collected (1)
Amount
Delinquent (2)
No. of Parcels
Delinquent
Percent Levy
Delinquent
2017-18 $830,882 415 $830,882 $0 0 0.00%
2018-19 1,354,484 560 1,354,484 0 0 0.00
2019-20 2,158,145 930 2,158,145 0 0 0.00
2020-21 2,390,219 1,302 2,390,219 0 0 0.00
2021-22 2,438,021 1,402 2,436,528 1,493 1 0.06
2022-23 (1) 2,585,333 1,403 1,280,440 12,226 14 0.95
(1) Collections and Percent of Levy Delinquent for fiscal year 2022 -23 reflect the collection of the first installment only as the second installment has not yet become due.
(2) Delinquent amounts and collections shown above do not include penalties, interest or fees.
Source: Placer County Tax Collector and City of Roseville, compiled by Willdan Financial Services.
47 SPECIAL RISK FACTORS The purchase of the 2023 Bonds described in this Official Statement involves a degree of risk that may not be appropriate for some investors. The following includes a discussion of some of the risks that should be considered before making an investment decision. Limited Obligation of the City to Pay Debt Service The City has no obligation to pay principal of and interest on the 2023 Bonds in the event Special Tax collections are delinquent, other than from amounts, if any, on deposit in the Reserve Fund or funds derived from the tax sale or foreclosure and sale of parcels on which levies of the Special Tax are delinquent, nor is the City obligated to advance funds to pay such debt service on the 2023 Bonds. The 2023 Bonds are not general obligations of the City but are limited obligations of the City and the District payable solely from the proceeds of the Special Tax and certain funds held under the Fiscal Agent Agreement, including amounts deposited in the Reserve Fund and investment income thereon, and the proceeds, if any, from the sale of property in the event of a foreclosure. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS.” Any tax for the payment of the 2023 Bonds will be limited to the Special Tax to be collected within the jurisdiction of the District. Concentration of Ownership Land in the District includes many homes owned by individual homeowners, however a significant amount of land within the District is currently owned by the Developer and certain merchant builders. The owners of property in the District are not personally obligated to pay the Special Tax attributable to their property. Rather, the Special Tax is an obligation only against the parcel of property, secured by the amount which could be realized in a foreclosure proceeding against the property, and not by any promise of the owner to pay. If the value of the property is not sufficient, taking into account other obligations also constituting a lien against the property, the City, Fiscal Agent and owners of the 2023 Bonds have no recourse against the owner, such as filing a lawsuit to collect money. Failure of the Developer, the merchant homebuilders, or any future owner of significant property subject to the Special Taxes in the District to pay installments of Special Taxes when due could cause the depletion of the Reserve Fund prior to reimbursement from the resale of foreclosed property or payment of the delinquent Special Tax and, consequently, result in the delinquency rate reaching a level that would cause an insufficiency in collection of the Special Tax to meet the District’s obligations on the 2023 Bonds. For a description of the Developer, see “OWNERSHIP OF PROPERTY WITHIN THE DISTRICT.” In that event, there could be a delay or failure in payments on the 2023 Bonds. See “SPECIAL RISK FACTORS – Bankruptcy and Foreclosure Delays” below and “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Delinquent Payments of Special Tax; Covenant for Superior Court Foreclosure.” Appraised Values The Appraisal summarized in APPENDIX B estimates the market value of certain taxable property within the District. This market value is merely the present opinion of the Appraiser, and is subject to the assumptions and limiting conditions stated in the Appraisal. The City has not sought the present opinion of any other appraiser of the value of the taxed parcels. A different present opinion of value might be rendered by a different appraiser.