C. All individual coats of paint sha ll be inspected and approved by the Project Inspector before application of the succeeding specified coat; otherwise no credit for the coat applied shall be given, and the Applicator shall automatically assume responsibility to recoat the Wo rk. The applicator shall provide the Project Inspector a report of each coat applied when completed for inspection and approval to comply with the above.
D. Where coverage is incomplete, not uni form, or not to the required dry film thickness, provide an additional coat at no extra cost to the Developer.
E. Apply finish coats of paint to all exposed surfaces as follows:
1. For primed metal surfaces, apply two (2) coats of 100% acrylic latex base paint, per manufacturer’s recommendations. Apply first coat of paint within 72 hours of primer application. If first coat of finish paint cannot be applied within the specified application time, the contractor shall re-clean and re- primer all exposed metal surfaces prior to start of metal paining operations.
F. Give special attention to ensure that surfaces, including edges, corners, crevices, welds, and exposed fasteners, receive a dry film thickness equivalent to that of flat surfaces.
G. Apply first-coat material to surf aces that have been cleaned, pretreated or otherwise prepared for painting as soon as practical after preparation and before subsequent surface deterioration’s.
H. Allow sufficient time between successive coatings to permit proper drying. Do not recoat until pain has dried to where it feels firm, does not deform or feel sticky under moderate thumb pressure and application of another coat of paint does not cause lifting or loss of adhesion of the undercoat.
I. Apply all coating without reduction, e xcept as specifically required by label directions, or required by this Section.
J. Sand carefully between all coats on smooth surfaces for good adhesion of subsequent coats.
K. Paint all exposed surfaces and anything inaccessible after installation prior to installation, if required to be painted.
3.05 Application of Epoxy Paint
A. Use epoxy paint for floor and wall in restrooms up to ADA height.
END OF SECTION
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Section 12 93 00: Site Furnishing
SECTION 12 93 00
SITE FURNISHINGS
PART 1 - GENERAL
1.01 General Requirements
A. The requirements set forth in the Gener al Conditions shall be in addition to the standards provided herein.
B. The requirements set forth in the S upplemental Conditions shall be in addition to the standards provided herein.
1.02 Description
A. Furnish all labor, materials and equipment for the complete installation of all site furniture, including play equipm ent and play surfacing, as shown on the Plans and as specified herein.
1.03 References
A. All play equipment shall meet or exceed the standards set forth by the Consumer Product Safety Commission (C PSC), comply with the Americans with Disabilities Act (ADA), meet all current ASTM standards and be consistent with State and local codes.
B. The play area surfacing shall meet or exceed the fall absorption/impact rates set forth by the CPSC guidelines and ASTM standards. The surfacing shall be an accessible surface and manufactured specifically for play areas.
C. Nothing in the Plans or Specificati ons is to be construed to permit work not conforming to regulating codes and standards. The Contractor shall furnish without extra charge any material and labor, when required, by the compliance with these rules and regulations, even though the work was not mentioned in these particular Specifications or shown on the Plans.
D. The product manufacturer shall suppl y complete Specifications for the installation of all site furnishings, including play equipment and play surfacing.
1.04 Submittals
A. Submittals for specifi ed items are required. The C ontractor shall submit a materials summary sheet indicating which items will be installed as specified and which items are proposed for substitu tions. The Contractor shall submit proof of order within ten (10) working days of the Notice to Proceed, indicating all specified materials have been ordered, noting “as specified” or “substitution proposed”. For the following items, also provide:
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1. Resilient Play Surfacing (i.e. rubber surfacing material) Submittal shall include IPEMA certification of mate rials and the most recent impact absorption test results.
2. Play Equipment and Swings submittals shall include color samples, manufacturer’s materials and parts list, and installation instructions.
3. All items with “color as selected by City” shall include color samples.
4. B. On the date of the Notice to Proceed, the Contractor shall immediately place the order to purchase all site furnishings, including the play equipment and play surfacing as specified on the Plans and as outlined herein. Proof of all orders shall be submitted to the Project Manager within ten (10) working days of the Notice to Proceed.
C. The Contractor shall submit a Certif icate of Compliance from a third party certified playground inspector which ve rifies that the entire playground, including individual components, and surfacing meets or exceeds regulated requirements as described in Section 1.03 above.
1.05 Record Drawings
A. The Contractor shall keep an accurate re cord of the as-built conditions of the miscellaneous site amenities. These records shall be updated daily and kept at the construction site. At any time, the Inspector may examine the conditions of the “as-builts” to ensure compliance of the above.
PART 2 - PRODUCTS
2.01 Materials
A. Play Equipment shall be custom conf iguration as shown on the Plans and as specified herein. The equipment shall be as distributed by (contact name and phone number), and as manufactured by (contact name and phone number) or accepted equal. Color as selected by the City.
B. Swings shall be the cust om configuration as shown on the Plans as distributed by (contact name and phone number), and as manufactured by (contact name and phone number), or accepted equal. Color as selected by the City.
C. Poured-in-place resilient surfacing shall be as shown on the Plans and as specified herein. The play surfacing shall be Tot Turf TPV Poured Surfacing as manufactured by Robertson Industries, contact Frank Horwath, (510) 433-0655 or accepted equal. Color as selected by the City.
1. Thickness of surfacing shall me et or exceed ASTM F 1292-93 Thickness vs. Fall Height requirements. The topcoat shall be ½ inch thick.
2. Color shall be 50/50 black and brown mi x, unless custom colors are shown on plans. For yellow, gold, red, a nd green colors use an aromatic binder.
Formatted: Indent: Left: 1", No bullets or numbering
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For blue, gray, purple, teal and tan colors use an aliphatic binder to preserve the color.
3. Poured-in place resilient surfacing shall have a five (5) year warranty.
D. Engineered wood fiber shall be clean, engineered wood fiber, manufactured specifically for play areas.
1. Engineered wood fiber manufacturer s hall provide testing certification by an independent testing agency that the results comply with CPSC guidelines and ASTM standards.
2. Engineered wood fiber shall meet the following requirements: ASTM F1951- 99 (ADA Compliance Test) and ASTM F 1292-96 (Shock Absorbency).
3. Manufacturer shall provide a Certific ate of Insurance that shall provide coverage for products liability with the limit of liability not less than $1,000,000.
4. The manufacturer shall also provi de written guarantee for three (3) years from the date of installation agai nst decay and biochemical degradation calling for replacement of defective materials during the guarantee period.
5. Manufacturer certifies that the engineered wood fiber has been installed in not less than three (3) sites for periods of not less than three (3) years demonstrating the claims made with regard to these Specifications.
E. Picnic Tables shall be as shown on the Plans and as specified herein. The tables shall be as distributed by (contact name and phone number) , and as manufactured by (contact name and phone number) or accepted equal. Tables shall be in-ground mount and m ade of perforated steel. Color as selected by the City.
F. Benches shall be as shown on the Pl ans and as specified herein. The benches shall be as distributed by (contact name and phone number) , and as manufactured by (contact name and phone number) or accepted equal.
Benches shall be in-ground mount and made of perforated steel. Color as selected by the City.
G. Drinking Fountain shall be MDF #10145 SM (bottle filler, dual bowl and accessible) and stainless steel surface carrier as distributed by Husbands and Associates (800) 821-9838 and as manufactured by Most Dependable Fountains or accepted equal. Color to be stainless powder coated black or as approved. Include recessed hose bib with locking cover, stainless steel control valves with o-rings, and external st ainless steel surface mount carrier . Install with a sand strainer when sand amenities are included in the park design.
H. Infield Mix shall be 60/40 red lava/ screened clay mix as distributed by Cascade Rock, 916-383-1300 or accepted equal.
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I. Park Identification Sign shall be f abricated by Quick Crete Products Corp., Norco, CA, (916) 447-8644, or by Outdoor Creations, Inc., Anderson, CA, (530) 365-6106, or accepted equal.
J. Play Area Age-Appropriate Signage shall contain the following language:
“This play area has been designed for the use of children aged (fill in the appropriate age range) years of age.”
K. Park Namesake Plaque shall be a 24” by 18” digital high pressure laminate graphic panel fabricated or accept ed equal. Plaque shall be mounted on a SlimLine single pedestal sign system or accepted equal. Manufacturer for the plaque and sign system (model # 2418 SL-SLP -AL) is KVO Industries (Chris Howell, (707) 573-6868). Installation location shall be verified in the field with the Project Manager.
L. Playground rules sign shall be as fabricated by Gopher Sign Company, (651) 698- 5095, or accepted equal.
M. BBQ Grill shall be Iron Mountain Forge or accepted equal. Installation location shall be verified in the field with the Project Manager.
M.N. Pickleball & Tennis Court Surfacing shall be Plexipave via California Sports Surfaces Inc., or City accepted equal, color: as selected by City.
N.O. Line Paint (for basketball courts): Hawker - Laykold; Koch Materials - Decocolor; Extol - Color; L&M - Nova acrylic; California Products Corp - Plexicolor Laykold; or accepted equal.
O.P. Trash Receptacle shall be as shown on the Plans and as specified herein. The trash receptacle shall be as distributed by (contact name and phone number), and as manufactured by (contact name and phone number) or accepted equal.32 gallon receptacle with liner, dome top (model # TG3D33S) as fabricated by Wabash Valley, (260) 352-2102, or accepted equal.
P.Q. Other (See Design Guidelines for additional information) shall be as shown on the Plans and as specified herein. The (site amenity) shall be as distributed by (contact name and phone number) , and as manufactured by (contact name and phone number) or accepted equal. Color as selected by the City.
PART 3 - EXECUTION
3.01 Installation
A. Contractor to provide ex perienced workers or subcontractors to install all site furnishings, including the play equipment and play surfacing described in these Specifications. The workers or subcontra ctor must demonstrate that at least five (5) similar play structures and five (5) play surface applications similar to that specified for this project have been installed in the last three (3) years.
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B. All site furnishing, including play equipment shall be installed per manufacturer’s instructions.
C. Engineered wood fiber shall be blown in place to avoid damage to adjacent improvements unless specifically approved by City.
D. Poured-in-place rubber play surfaci ng and access ramps shall be installed as shown on the plans. Install poured-in-place rubber over a 4” thick concrete base.
The rubber base coat shall be ” and the rubber topcoat shall be 1/2”, unless otherwise noted on the plans. Apply the appropriate binder with all finished poured-in-place rubber surfaces based on color as outlined in Section
2.01 J and per manufacturer’s instructi ons. Installation of poured-in-place rubber surfacing shall be performed by an International Playground Equipment Manufacturer Association (IPEMA) certified and experienced installer. Submit a copy of the installer’s certification pr ior to installation. “Experience” is as defined in 3.01 A above.
For Aggregate sub base: Grading to be +/- .375 (3/8”) inside the play area 4” minimum thickness. Applied as follows:
Step 1 Install 2”, compact
Step 2 Apply by hand Portland cement to entire surface
Step 3 Apply ¼” water to entire surface
Step 4 Repeat Steps 1, 2, & 3 to attain required thickness Sub base to be installed before play e quipment in order to utilize large compaction equipment. Jumper compac tor equipment to be utilized along outside perimeter of play area curb. Co mpaction test shall be performed to verify that the aggregate is compacted to 95%. Sub base (aggregate) must be sloped per ADA requirements.
E. Heights of tables and benches shall be as follows, unless otherwise required by ADA; California Title 24 or other code requirements:
Description Height Above Finish Grade
Table Surface Height 34” Maximum
Knee Space Height 27” Minimum Clear Space
Knee Space Depth 17” Minimum from edge of table to nearest obstruction under table top
Width of Knee Space 30” Minimum clear width beneath table Bench Surface Height 16” Minimum, 18” Maximum
F. Heights for play equipment, including ramps and transfer decks shall comply with the approved recommendations by the U.S. Architectural and Transportation Barriers Compliance B oard: Play Facilities Regulatory Negotiation Committee.
G. For play equipment, locate all footings pr ior to installation of drain lines. Adjust drain lines to accommodate play structur e footings. Provide appropriate fall zones as shown on the Plans and per applicable codes and guidelines.
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H. All footings shall be Class A concre te with 3/4” maximum size aggregate, unless otherwise noted. Footings sha ll be in accordance with Caltrans Standard Specifications, Section 90. Install all footings below finish surface. In paved areas, install paved surface over footing for a clean finished surface as shown on the Plans.
I. Carefully install all furnishings an d equipment without disturbance to adjacent finishes. Contractor shall be resp onsible for the damage and subsequent repairs of damaged finished product.
J. Install park namesake plaque. Installation location shall be verified in the field with the Project Manager.
K. Install age-appropriate stic kers on all play structures , per manufacturer’s instruction.
L. Install playground rules sign. Installation location shall be verified in the field with the Project Manager.
3.02 Cleaning
A. Thoroughly clean all areas where work has occurred. Remove from the site excess material, debris and rubbish.
B. Take all precautions to protect comp leted work. Immediately repair or replace all damaged areas due to tire ruts, eros ion, compaction fail ure, etc. Keep all erosion control measures intact.
PART 4 - WARRANTY
4.01 General
A. Contractor shall warranty all site amenities included under this Section.
B. Contractor shall also provide a wr itten warranty covering all materials, equipment and workmanship furnished by hi m to be free of all defects after installation is accepted, including all defective parts that may have been found.
C. Submit written warranty on company letterhead addressed to the City when providing As-built drawings.
D. Contractor shall submit to the City , upon completion of work, a Certificate of Compliance by a third party certified playground inspector for the installation of the play structure and safety surfacing. Certification shall include testing for compliance of ASTM 1292 (Impact Attenuation of Surfacing Systems under and around Play Equipment). All tests, including re-tests, shall be the responsibility of the Contractor. Submit all test results to the City.
E. Submit maintenance manual for pour ed-in-place resilient surfacing.
F. Contractor shall submit to the City , upon completion of work, a Certificate of Compliance from the manufacturer of the play structure for the installation of the play structure.
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Section 12 93 00: Site Furnishing
G. Contractor shall submit to the City, upon completion of work, critical fall criterion used to certify all play surfacing material.
H. Attach cut sheets of inst alled items to the warranty.
END OF SECTION
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Section 26 00 00: Site Electrical
SECTION 26 00 00
SITE ELECTRICAL
(This Section is only partially complete. Co nsultant shall provide all applicable 260000 series Sections specific to the project scope.)
PART 1 - GENERAL
1.01 General Requirements
A. The requirements set forth in the Gener al Conditions shall be in addition to the standards provided herein.
B. The requirements set forth in the Specia l Conditions shall be in addition to the standards provided herein.
C. The standards set forth in the City of Roseville Design and Construction Standards, latest edition and requirements outlined by the City of Roseville Electric Department shall be in addition to the standards provided herein.
D. The standards set forth in the latest edi tion of the California Electrical Code (CEC), incorporating the latest edition of the NEC with City of Roseville amendments shall be in addition to the standards provided herein.
1.02 Description
A. Furnish all labor, materials and equipment for the complete installation of site electrical as shown in the Plans and as specified herein.
B. Submittals shall be required for req uested substitutions or plan deviations ONLY. The Contractor shall install all s pecified electrical fixtures, poles and equipment, unless otherwise accepted and determined as an equivalent.
1.03 References
A. Conform to requirements outlined in the latest editions of the California Electrical Code (CEC), California Administrative Code (Title 24), California Building Code (CBC), California Administrative Code (Title 22) and other applicable codes.
B. Conform to requirements outlined in the latest edition of the Roseville Electric Specifications for Commercial Construction.
1.04 Record Drawings
A. Record drawings are required as a part of this work. At all times, the Contractor shall maintain accurate information of the work in progress. Deviation in layout of conduit or other materials shall be recorded to the satisfaction of the Inspector. Upon completion of the proj ect, as-builts shall be submitted to the Project
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Section 26 00 00: Site Electrical
City on reproducible plan sheets and shall depict all changes in a neat and legible manner.
PART 2 - PRODUCTS
2.01 Service Panels
A. Service panels shall meet the Rosevi lle Electric approved sections of the EUSERC requirements. The list of acceptable panels can be found at https://the.euserc.org/s/Roseville-City-of-Acceptability-Pages.pdf B. Service panel shall be:
1. Built to UL508A standards
2. Metered
3. Single phase or three phase application
4. Rated for 120 to 480 volts
5. Color: Hunter Green
2.02 Electronic Astronomic Time Switch
A. Electronic Astronomic Time Switch shall be model ET-2815C, as manufactured by Intermatic, or accepted equal.
2.03 Conduit and Fittings
A. For primaries (12,000 volts), conform to Roseville Electric’s Specifications for Commercial Construction, latest edition.
B. All other conduit and fittings shall conform to the California Electric Code, latest edition.
2.04 Wires and Cables
A. Conform to the California El ectric Code, latest edition.
B. All wires shall be copper only, 90-degree-C THHN/THWN insulation.
2.05 Wire Connections and Devices
A. Conform to the California El ectric Code, latest edition.
B. Splices and joints for #10 AWG or smaller wiring shall be twisted together electrically and mechanically strong and insulated with approved type insulated electrical spring connectors, Scotchlok or Ideal. Joints and connections for #8 AWG or larger shall be made with Burndy, T & B, or approved equal, solderless tool applied pressure lugs and connecto rs. Uninsulated lugs and wire ends shall be insulated with layers of plastic tape equal to insulation of wire and with all irregular surfaces properly padded with "Scotchfil" putty prior to application of tape. Tape shall be equal to Scotch #33, General Electric #AW-1, or approved equal. Feeder splicing is not permitted.
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C. Receptacles: 15 & 20 Amp 125 Volt receptacles shall be "Specification" grade, duplex, UL Listed, rated Weatherproof where installed outdoors or in damp or wet locations. Where only one receptacle is connected to a 20 ampere circuit, a 20 ampere receptacle shall be used. Receptacles to be Hubbell 5262 series, 5362 series, or equal. Provide an equipment grounding jumper (pigtail) connecting the grounding terminal of the receptacle to the grounded box.
2.06 Outlet Boxes
A. Cast Metal boxes shall be cadmium pl ated, cast iron alloy by Crouse-Hinds Form 8 condulets, Appleton Form 35 Unilets or accepted equal.
B. Cast Metal Outlet boxes shall be four inch (4”) round, galvanized cast iron alloy with threaded hubs and mounting lugs as required. Boxes shall be furnished with cast cover plates of the same material as the box and neoprene gaskets by Crouse-Hinds VXF series, Appleton JBX series or accepted equal.
2.07 Pull and Junction Boxes
A. Per City of Roseville Electric D epartment’s Specifications for Commercial Construction, latest edition.
2.08 Parts Identification
A. Consistent with the City of Rosevill e Electric Department’s Specifications for Commercial Construction, latest edition.
2.09 Electrical Support Equipment
A. Concrete Fasteners shall be Philips “Red-Head” or accepted equal. Powder driven concrete pin fasteners, low velocity type shall be Remington, Ramset or accepted equal.
B. Conduit Straps shall be hot dipped galvanized, cast malleable iron, one hole type strap with cast clamp-backs and spacers (as required) by O-Z/Gedney No. 15-50G strap and #14G spacer, Efcor No. 231 strap and No.131 spacer or accepted equal.
C. Concrete Inserts shall be pressed galvani zed steel, spot insert with oval slot capable of accepting support nuts of ¼ inch to ½ inch diameter thread by Unistrut No. M2506 series, Globestrut CSI series or accepted equal.
D. Construction Channel shall be 1-1/2 inch by 1-1/2 inch 12 gauge galvanized steel channel with 17/32 inch diameter bol t holes, 1-1/2 inch on center, in the base of the channel by Kindorf 905 series , Unistrut P-1000-HS or accepted equal.
E. Cable Ties and Clamps shall be one piec e, nylon, reusable type lashing tiesby Thomas and Betts Co “Ty-Raps”, Panduit “Pan-Ty” or accepted equal.
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Section 26 00 00: Site Electrical
F. General Fasteners shall be wood screws for fastening to work; machine screws for fastening to steel; toggle bolts for fastening to gypsum board or plaster walls; expansion anchors for attachments to pre-poured concrete.
G. GFI Outlet Cover shall be metal, lock able, and flush with the surface it is installed in. Cover must conform to the California Electric Code, latest edition.
2.10 Fixtures and Poles
A. Parking Lot lights shall be:
B. Pathway/Security lights shall be:
1. LED: Hadco: RL54 B B N N 1 A W N N N A 2 N N N N SP1
2. Pod: die-cast aluminum housing with tool-less access
3. Globe: clear prismatic inject ion molded U.V. stabilized acrylic
4. Symmetric photometric distribution
5. Rated 120 volts
C. Poles shall be:
1. Whatley: TR34 16 DE BLK TXT 30-30 or accepted equal
2. Fiberglass, direct burial
3. Textured round, tapered
4. 16’ mounting height
5. Include –RC receptacle on select poles only, as shown on plans
2.11 Tracer Wire
A. Insulated solid copper wire, minimum #12 gauge.
PART 3 - EXECUTION
3.01 Installation
A. Install (luminaire and poles) in acco rdance to manufacturer’s instructions.
B. Ensure proper handling and installation of fixtures including hardware necessary for a complete installation. Fixtures (luminaire and poles) shall be clean, plumb and level.
C. All lamps shall be new and in operating condition. New lamps shall have less than 100 hours of operation on-site.
D. All splices in exterior fixtures or fixture outlet boxes shall be made watertight, using specified epoxy resin splicing kits.
E. Operate the entire system, once comple te, in the presence of the Inspector.
Immediately correct any improper connections or other items.
F. Install concrete collars around light poles. Concrete collars shall be per the Parks Construction Standards, latest edition.
G. Install tracer wire on top of conduit fo r all up-lighting and sports field lighting.
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Section 26 00 00: Site Electrical
3.02 Clean Up
A. At all times, maintain a safe and cl ean work site, free of debris and rubbish.
B. All electrical parts shall be clean of conductive and deleterious materials.
C. All enclosures shall be free of dirt and debris.
D. Clean all finishes and touch up damaged areas prior to pre-final inspection.
3.03 Excavation & Backfill
A. Refer to Section 33 00 00 Utilities.
3.04 Equipment Pads
A. Concrete reinforced pads for mounting of equipment (i.e. switchboard, transformers, freestanding panels, etc.) shall be minimum 3000psi, 6" thick with #4 rebars at 12" on center each way. Rebars shall be centered in pad. Pad shall extend 2" beyond equipment and 1.5" above surrounding area. Backfill and compact to 95% maximum dry density at optimum moisture content in layers not to exceed 6" when compacted.
3.05 Grounding
A. Grounding and ground bonding of the elec trical installation shall be in accordance with CEC Article 250, and any applicable codes. Ground fittings shall be approved manufactured type, installed and connected to conform with Code requirements.
B. Neutral conductors and noncurrent-c arrying parts of equipment at each installation shall be grounded in accordance with applicable code. Ground conductor shall be copper having a current capacity sized in accordance with CEC.
C. All equipment cases, motor frames, etc., shall be completely grounded to satisfy requirements of CEC. Install bond wire in flexible conduit. Install copper bond wire, sized in accordance with CEC, in all nonmetallic raceways and bond to all metallic parts using approved fittings.
D. Service ground conductor shall be connected to a "Ufer" encased ground and bonded to the metallic cold water pipe syst em and to the metallic natural gas line. 5/8” x 10 ft copper clad ground rods may be used in lieu of the Ufer ground where no footing is available.
E. All connections shall be made with solderless connectors or molded fusion- welding process.
F. Equipment grounding conductors shall be insulated with a continuous green outer finish along its entire length. Conductors size #4 AWG and larger may be identified (with green electrical tape applied half-lapped) at each end and at every point where the conductor is accessible. Tape shall be applied from its point of entry to point of exit or termination.
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G. Insulated grounded (neutral) conductors shall be identified with a continuous white outer finish along its entire length. Neutral conductors #4 AWG or larger can be identified by a distinctive white marking (applied half-lapped with white electrical tape) for the last 12 inches at each end.
3.06 Field Testing
A. Perform Insulation Resistance (IR) "Megger" Testing per NETA Standards.
Submit test results. Provide testing for:
1. All feeders 100 Amps and higher.
2. Branch circuits 100 Amps and higher.
B. Each ground rod shall be tested. A ground rod which does not have a resistance to ground of 25 ohms or less shall be augmented by one additional ground rod at no less than 8 feet from each other.
3.07 Consultant to complete.
END OF SECTION
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Section 31 10 00: Clearing and Grubbing
SECTION 31 10 00
CLEARING AND GRUBBING
PART 1 - GENERAL
1.01 General Requirements
A. The requirements set forth in the Gener al Conditions shall be in addition to the standards provided herein.
B. The requirements set forth in the S upplemental Conditions shall be in addition to the standards provided herein.
1.02 Description
A. Preserve and protect existing site amenities to remain, including, but not limited to, trees, shrubs, underground utilities and other improvements as shown on the Plans. Protection of work shall include affected improvements on adjoining properties.
B. Scope of work includes: site prepar ation, removal of debris, staging of equipment and materials and securing the site for construction.
1.03 Related Work
A. Section 31 20 00: Earthwork
B. Section 01 57 23: Storm Water Pollution Control
1.04 Protection/Replacement
A. Prior to demolition, erect protective fencing a minimum of one foot (1’) beyond the canopy of all trees to remain. The radius of the canopy shall be measured from the longest branch furthest from the trunk. Refer to the environmental document for additional requirements for protective fencing on other existing natural features. For work within or near protected trees, a tree permit may be required.
B. If public use is to be maintained on una ffected portions of the project site, the Contractor shall be responsible for di recting pedestrian and vehicular traffic safely around the construction zone. Utilization of temporary fencing, barricades, signage, etc. shall be the re sponsibility of the Contractor. Safe detours shall be available to the general public at all times during the course of construction.
C. Protection of existing site improvem ents shown to remain, including, but not limited to, fencing, signs, benches, picn ic tables, play structures, shade structures, drinking fountains, concrete paving, concrete wall and curbs, Project
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Section 31 10 00: Clearing and Grubbing
decomposed granite paving, asphalt concrete paving, recreational site improvements, etc. are to be protected and preserved.
D. The Contractor shall be responsible for any damage to and maintenance of all existing street improvements, drainage facilities and irrigation systems and to re-establish these improvements to their original condition as soon as possible after completion of the work in the area, to the complete satisfaction of the Project Manager and Inspector. Realignment s or modifications to the existing facilities as shown on the plans are accepted.
E. Survey monuments and markers either shown on the Plans or encountered during the course of construction s hall be protected and preserved. The Contractor shall notify the Inspector upon discovery of an unmarked monument, at which time, arrangements for the relocation or adjustment of the monument will be determined. All costs associated with the relocation or adjustment of these monuments shall be the Contractor’s responsibility.
F. Burning or burying removed material on-site is prohibited.
G. Where the removal of specific material creates an open hole, pit, trench or other depression, the Contractor shall imm ediately backfill and compact the areas consistent with requirements outlin ed in Section 31 20 00 of these Specifications.
H. All items identified in the Plans to rema in or identified in the field to remain, removed in error by the Contractor, s hall be repaired or replaced to match in equal or better construction, at no cost to the City. The quality of the repair or replacement shall be measured as that existing at contract award.
PART 2 - PRODUCTS
Intentionally left blank.
PART 3 - EXECUTION
3.01 Pre-Construction Site Review
A. Contractor shall review existing site c onditions with the Inspector prior to start of construction and document any cond itions which adversely affect the satisfactory execution of the work and final acceptance of the project.
B. Commencement of work constitutes acceptance of existing conditions. The Contractor shall, at his expense, be responsible for correcting all unsatisfactory and defective work.
3.02 Clearing
A. Completely remove trees, shrubs, stumps, vines, rubbish/debris, undergrowth, deadwood, structures, and other element s identified to be removed and/or which interfere with the construction as shown on the Plans and as specified.
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B. Obtain verification from the Project Manager for non-identified items scheduled to be removed prior to actual removal.
3.03 Grubbing
A. Remove all stumps, roots, grasses and weeds in its entiret y. Apply systemic weed killer. Confirm weed kill prior to removal.
B. Once surface material is removed, the Contractor shall stockpile the top twelve inches (12”) of topsoil for use during the final grading phase of work. This soil shall be free of rocks, debris, roots and other undesirable material.
3.04 Utilities
A. Contact USA Alert (800) 642-2444 prio r to commencement of any demolition or excavation work. Provide a minimum of 48 hours’ notice. Verify all utilities entering into and their locations within the project site.
B. Where utilities lie within the project si te, but are not a part of the project, the Contractor shall cooperate with th e agency or utility company having jurisdiction to maintain its use and the integrity of the structure.
C. Where utilities enter into the project site and taps, connections to or extensions of the utility are identified in the Plans, the Contractor shall coordinate all work with the agency or utility company having ju risdiction to minimize or eliminate disruption of use by the adjacent properties.
D. Verify that all utilities, shown to be removed on the Plans, are inactive and turned off prior to disconnection and/or re-routing, prior to demolition.
3.05 Debris Removal
A. All materials removed as a part of th is contract shall bec ome the property of the Contractor and shall be legally disposed of off-site, unless otherwise noted on the Plans.
B. Where a portion of a concrete slab, curb or wall and asphalt concrete paving or curb is to be removed, the concrete s hall be cut with a concrete saw at a 90 degree angle so that the edge of the re maining concrete shall form a neat, straight line. Conform to the City of Roseville Design and Construction Standards, latest edition.
END OF SECTION
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Section 31 20 00: Earthwork
SECTION 31 20 00
EARTHWORK
PART 1 - GENERAL
1.01 General Requirements
A. The requirements set forth in the Gener al Conditions shall be in addition to the standards provided herein.
B. The requirements set forth in the S upplemental Conditions shall be in addition to the standards provided herein.
C. The standards set forth in the Caltrans Standard Specifications, latest edition, shall be in addition to the standards provided herein.
D. The requirements set forth by CAL OS HA shall be in addition to the standards provided herein.
1.02 Description
A. Provide all labor, operations and materi als necessary for earthwork, including, but not limited to, staking and surveying, grading; excavating; installation of facilities necessary to perform excavation and subsequent removal of such facilities upon completion of work; subgrade preparation; backfilling; and other incidental items necessary for a complete project.
B. This project (is a balanced cut and fill pr oject) (requires export of material) or (requires import of material) – select one. The (import) or (export) of material shall be a part of the Contractor’s bid price.
C. The intent of the grading plan is to provide positive drainage and to maintain slopes on walkways as required by the Americans with Disabilities Act and California Title 24 throughout the projec t site. The Project Manager shall be notified immediately of any discrepancies between the Plans and actual field conditions and/or conflicts between the design and code requirements.
1.03 Related Work
A. Section 31 10 00: Clearing and Grubbing
B. Section 33 00 00: Utilities
C. Section 32 84 00: Irrigation System
D. Section 32 90 00: Planting
E. Section 26 00 00: Site Electrical
F. Section 01 57 23 Storm Water Pollution Control
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Section 31 20 00: Earthwork
1.04 Quality Assurance
A. All work shall conform to local c odes and regulations, including standards set forth in the Standard Specif ications of the State of California, Business and Transportation Agency, Department of Transportation (Caltrans), Chapter 70 of the Uniform Building Code and ASTM.
B. Relative compaction shall be the in -place dry density of soil denoted as a percentage of the maximum dry density of the same material. This shall be as determined by ASTM 1557. The optimum moisture is measured by the water content which corresponds to the maximum dry density.
C. Upon discovery of unforeseen subsurface site conditions, the Contractor shall notify the Inspector immediately.
D. Upon discovery of hazardous material s, cease all activity and immediately contact the Fire Department.
1.05 Protection
A. Provide and install all supports, shoring, bracing, underpinning, sheet piling and other methods for the sides of excavations necessary for ensuring safe working conditions for the workmen and to protect adjacent improvements to remain.
B. Provide any and all protection measures necessary to ensure the protection of the workmen, the general public, including children and the project site. These protection requirements remain the Contractor’s sole responsibility throughout the duration of the project, including non-working hours.
C. Do not obstruct vehicular, bicy cle or pedestrian thoroughfares, unless previously accepted by the City. Provide safe and adequate detours around the construction as required by City and State regulations.
D. Trenches shall be covered at all times when work directly associated with the trenches is not occurring, including non-work hours.
E. During the course of construction, t he Contractor shall ensure that surface drainage does not create a nuisance onto adjacent properties.
1.06 Erosion Control Measures
A. Construction sites shall have requir ed erosion and sediment control measures in place as required by the SWPPP. If construction is in progress, the Contractor shall ensure that the construction site is prepared prior to the onset of any storm. At a minimum, erosion control measures shall include:
1. Broadcast seed
2. Drainage area protection
3. Dust/mud control
4. Drain inlet filters
5. Silt fence and straw wattles
6. Slope protection
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Section 31 20 00: Earthwork
7. Straw bales
8. Silt controlling devices
PART 2 - PRODUCTS
2.01 Base Rock
A. Class 2 aggregate base per Caltrans St andard Specifications, latest edition.
2.02 Drain Rock
A. Drain rock shall be Class 2 permeabl e, washed, unbroken stone or gravel.
Material gradation shall conform to the following:
Sieve Size Percent Passing
1 inch 100
No. 4 20-50
No. 50 0-10
No. 200 0-5
2.03 Pea Gravel
A. Pea gravel shall be natural stone, fr ee of clay, shale or organic matter, and shall conform to the following:
Sieve Size Percent Passing
3/8 inch 100
No. 4 47
No. 8 2
No. 16 1
2.04 Fill
A. Structural Fill shall conform to Caltrans Standard Specifications or the accepted site-specific geotechnical report generated for the project.
B. Fill for non-structural areas sha ll conform to the following standards:
1. Plasticity: ASTM D4318-84
2. Expansion Index: No greater than twenty (20)
3. Testing: UBC 29-9 and ASTM D422-72
4. Particle Size: No greater than one inch (1”)
2.05 Topsoil
A. The top eight to ten inches (8” – 10”) of native soil containing more than three percent (3%) organic material. Topsoil shall be free of rocks no larger than one inch (1”) in diameter, free from subsoil, roots, heavy or stiff clay, course sand, destructive seeds, noxious chemical s, brush, debris, litter and other undesirable materials.
B. For any import soil to be used in turf/planting areas, submit a soils analysis with soil amendment recommendations (for plant growth) for review and acceptance Project
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Section 31 20 00: Earthwork
prior to placement on-site. Soils test information shall be as outlined in Section 32 90 00: Planting – 1.06.
2.06 Soil Sterilant
A. Sterilizer shall be standard, quick-ac ting, short-lived and non-selective weed and grass killer, commonly used under roadway/transportation projects.
Application of the sterilant shall pose no short or long term health threats to the installer or the general public. Submit analysis for approval prior to applying.
2.07 Sand
A. Granular, fine, free of organic matte r, mica, loam or clay material.
PART 3 - EXECUTION
3.01 Construction Staking
A. The layout of all work shall be pe rformed by a California State licensed land surveyor provided by the Contractor.
B. Notify the Inspector immediately of any discrepancies between actual field conditions and the Plans. Minor field adjustments may be necessary in order to fulfill the intent of the Plans.
C. Non-notification of disc repancies between actual field conditions and the Plans by the Contractor, in writing, shall indicate his acceptance of such field conditions. Adjustments/modifications to the construction to accommodate the inconsistencies (without notification) shall be at no additional cost to the City.
3.02 Excavation
A. All excavations shall be as noted on the Plans. Excavations shall include accommodation of base material.
B. Do not over-excavate. Excavations s hall provide appropriate space to install shoring, bracing, formwork, etc, as needed to ensure the safe and proper construction of the work.
C. Take every precaution to prevent water from entering, softening, and undercutting excavated areas, including, pits, footings, trenches, etc.
D. Notify the Inspector immediately upon discovery of unsatisfactory soils materials or unforeseen site conditions. Excavation shall include the complete removal of the unsatisfactory material and its legal disposal thereof.
3.03 Site Grading
A. A grading permit is required to be obtained by the Contractor prior to commencing any earthwork.
B. Grading shall include adjacent transit ion areas, new elevations/contours as shown on the Plans. All subgrade areas shall be graded parallel to the finish Project
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Section 31 20 00: Earthwork
grades and contours and shall be uniform in slope. Transition areas shall provide a smooth connection between ne w and existing grades and shall not create additional drainage or ponding onto adjoining properties.
C. Surface grades shall provide for posit ive drainage away from structures and footings, and shall be uniformly smooth throughout.
D. Rough grading shall:
1. Be graded to a tolerance of 0.10 f eet, plus or minus for planted and turf areas.
2. Be graded with a tolerance less th an .04’ from specified grade and cross section for subgrade in which pavem ent, curbs and other structural elements are to be placed immediately above.
3. Provide a subgrade surface free of exposed rocks, stones and boulders.
4. Provide a subgrade surface free of depressions, pits, etc., with proper backfill and compaction. See paragraph 3.04 below.
3.04 Placement of Fill Material
A. Prior to placement of fill ma terial, the Contractor shall:
1. Obtain approval of the subgrade surface from the Inspector.
2. Scarify, dry and compact soft and/or wet areas.
3. Remove and replace unsuitable subgrade material to the satisfaction of the Inspector.
4. Take all necessary corrective action.
B. Do not use topsoil as fill or backfil l material, unless otherwise accepted in writing.
C. Fill shall be placed in the following manner:
1. Accepted engineered fill material fo r structural slabs and areas to be paved shall be placed in six-inch (6”) loose thickness, uniform layers over the entire area.
2. Fill material in planted areas shall be placed in twenty-four inch (24”) maximum loose thickness throughout the areas to receive fill.
D. Aerate or water each lift to obtain the required compaction rate indicated on the Plans. Thoroughly mix material to ens ure proper moisture content for compaction. Repeat the operations unt il grades, as shown on the Plans, are obtained. Jetting of trenches shall be reviewed and accepted by the Inspector prior to performance of work.
E. Do not place fill when the subgrade is frozen, muddy or wet. Allow conditions to thaw and dry out before resuming operations.
F. Use hand tampers or vibrating compac tors around foundations walls, retaining walls and other structural elements. Do not use large equipment in these areas and do not begin compaction operations until the bearing surfaces have reached its design strength.
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Section 31 20 00: Earthwork
G. Fill around existing trees to remain shall not exceed twelve inches (12”).
1. Minor fill (6” or less) shall utilize topsoil and shall be placed by hand. Do not cover crown of trunk. Feather grades to the extent possible.
2. Fills between 6” and 12” shall utilize 3/4” pea gravel on grade, placed up to three inches (3”) below finish grade. Apply topsoil, by hand, to meet finish grade elevations. Feather grades to the extent possible.
H. Construct mounds from on-site material. The core of the mound (1’ below finish elevations) shall be compacted to 90%. The top twelve inches (12”) shall be compacted to 85%. Place topsoil in the top twelve inches (12”).
I. Place topsoil in all turf and planting ar eas a minimum of twelve (12) inches deep.
See Section 31 10 00, 3.03-B: Clearing and Grubbing.
3.05 Trenching, Backfilling and Compacting
A. For trenches greater than five feet (5’) in depth, submit an OSHA permit related to the work.
B. All trenches shall be straight, true and cut vertical at 90 degrees to the surface plane.
C. For trenches through existing paved surfaces, use a concrete saw or other tool to achieve straight, clean lines. Replac e paved surface to the same or better condition as existing prior to cut.
D. Do not over-excavate. Maintain beari ng surfaces true, level and undisturbed to the extent possible.
E. Trenches shall be kept dry and frost-free. Do not allow standing water to collect.
F. Do not allow trenches to remain exposed at any time when work directly related is not occurring. Cover all trenches during non-work hours.
G. Bedding for all trenches to receive pipes shall be as follows:
1. Bedding material shall be consistent with the City of Roseville Design and Construction Standards, latest edition.
2. Pipe shall lie completely on bedding. Pipe fittings or joints shall not bear weight.
3. Bedding shall be uniform th roughout the length of pipe.
H. Initial backfill for storm drains, sewe r lines and electrical conduit shall conform the applicable City standard set forth by the Department having jurisdiction.
I. Backfill beyond the initial operations shall be native soil, placed in twelve-inch (12”) lifts. Compaction for trenched areas shall be 95% for parking lot, driveway and roadway areas; 90% for hardscape (i.e. walkways, picnic pads basketball and tennis courts); and 85% in areas to be planted. Place topsoil over trenches in planted areas. Upon completion, a ll trenches shall be filled flush with adjacent finish grades.
J. Compaction tests shall be requir ed for trenched areas, hardscape areas and areas where fill over two feet in dept h will be placed. The Inspector shall Project
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Section 31 20 00: Earthwork
determine the number of te sts and the locations. Re-tests shall be the Contractor’s responsibility.
K. Potholing shall be required in areas w here existing utilities are indicated. Hand digging may be required.
3.06 Soil Sterilant
A. Soil sterilant shall be applied to areas where paving is to be installed. The worker applying the sterilant shall take every precaution to avoid overspray of sterilant onto areas to be planted. The sterilant shall be placed no further than six inches (6”) beyond the edge of pavement.
B. Soil sterilant shall not be applied in inclement weather and windy days.
3.07 Drainage Areas
A. All bare areas, regardless of slope, within 50 feet of natural drainages shall be covered with straw and pressed in place.
B. No grading or trenching, except as r equired for erosion or sediment control, shall occur within 35 feet from the centerline of perennial and intermittent drainage swales between October 5 and April 1 unless approved by the Engineering Division, as well as an y other governmental agency which may have additional jurisdiction and/or requirements.
3.08 Dust/Mud Control
A. Adjacent Streets: Adjacent street fr ontages shall be swept at least once a day to remove silt and other dirt which is evident from construction activities.
B. Construction Vehicles: The Contractor is responsible for cleaning construction vehicles leaving the site on a daily basis to prevent dust, silt, mud and dirt from being released or tracked offsite. Adjacent streets shall be swept clean daily.
C. Grading Spoils: Dry stockpiles of soil shall be watered to prevent the generation of airborne dust. Trucks transporting dry soil shall be covered with tarpaulins.
D. Water: Water shall be sprayed on all exposed earth surfaces during clearing, grading, earth moving and other site preparation activities. The exposed earth shall be watered throughout the day to minimize dust. The Contractor shall obtain a hydrant permit from the Environmental Utilities Department.
E. Wind Allowances: Grading activities shall be restricted or halted when winds exceed 15 miles per hour as deemed necessary by the Public Works Inspector.
END OF SECTION
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Section 32 12 16: Asphalt Concrete Paving
SECTION 32 12 16
ASPHALT CONCRETE PAVING
PART 1 - GENERAL
1.01 General Requirements
A. The requirements set forth in the Gener al Conditions shall be in addition to the standards provided herein.
B. The requirements set forth in the S upplemental Conditions shall be in addition to the standards provided herein.
C. The standards set forth in the City of Roseville Design and Construction Standards and the City of Roseville Parks Construction Standards, latest editions, shall be in addition to the standards provided herein.
D. The standards set forth in the State of California, Title 24, Americans with Disabilities Act, latest edi tion, shall be in addition to the standards provided herein.
1.02 Description
A. Furnish all labor, materials and equipm ent for the complete installation of asphalt concrete paving, including international disabled signs as shown in the City Standard, as shown on the Plans and as specified herein.
1.03 References
A. Caltrans Standard Specifications fo r asphaltic concrete, latest edition.
1.04 Tolerances
A. All surface areas shall drain. Ponding, puddling or birdbaths are not acceptable.
B. Surface grades shall conform to the following:
Description shall not exceed, ... from indicated
line, grade or thickness
Base Course 0.1 foot +/-
Finish Surface 0.05 foot +/-
Thickness of finished
pavement
0.01 foot less
C. Flatness: maximum variance of 1/8” as measured with a ten (10) foot straight edge.
1.05 Testing
A. Testing shall occur during the in stallation of pavement. The number and frequency of tests shall be as determined by the Inspector.
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Section 32 12 16: Asphalt Concrete Paving
PART 2 - PRODUCTS
2.01 Aggregate Base
A. Conform to Caltrans Standard Spec ification, Secti on 26 paragraph 1.02B, Class 2.
2.02 Asphalt Concrete
A. Conform to Caltrans Standard Specif ication, Section 39 and the City of Roseville Design and Construction Standards, latest edition.
2.03 Soil Sterilant
A. Sterilizer shall be standard, quick-ac ting, short-lived and non-selective weed and grass killer, commonly used under roadway/transportation projects.
Application of the sterilant shall pose no short or long term health threats to the installer or the general public. Submit analysis for approval prior to applying.
2.04 Striping
A. Traffic marker paint, in accordance with Caltrans Standard Specifications, Section 83-3.02.
B. Thermoplastic marking tape in accordance with Caltrans Standard Specifications, Section 84-2.02. (Required for bike trails)
2.05 Header
A. Per City of Roseville Parks C onstruction Standards, latest edition.
2.06 Accessible Parking Signs
A. Signs for parking stalls shall confor m to the California Manual on Uniform Traffic Control Devices (CMUTCD), the Standard Highway Signs manual with the Caltrans California Sign Specifications.
B. Notification sign: Notification sign shall read: “Unauthorized vehicles parked in designated handicapped spaces not disp laying distinguishing placards or license plates issued for physically disabled persons may be towed at owner’s expense. Towed vehicles may be reclaimed at Roseville PD, 1051 Junction Blvd or by telephoning (916) 774-5000. CVC 22511.8”.
C. Sign posts: shall conform to Section 56 Signs in the City of Roseville Design and Construction Standards.
PART 3 - EXECUTION
3.01 Preparation
A. Upon completion of grading operations , compact the subgrade at the required elevation to a relative compaction density of 95%, unless otherwise noted on Project
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Section 32 12 16: Asphalt Concrete Paving
the Plans. A load or performance test shall be conducted in the presence of the Inspector prior to the placement of AC.
B. Apply soil sterilant per manufacturer’s directions. Limit the work zone of the sterilant application to the area to rece ive paving plus three feet (3’) on each side.
C. Completely install redwood header as shown in the City of Roseville Parks Construction Standards, latest edition, if shown on the Plans.
D. No material shall be placed in muddy conditions, nor shall any material be placed during or immediately after in clement weather, i.e. rain storms, temperatures below 35 degrees F, etc.
E. In areas where soil conditions are less than optimal, geotechnical tests shall be performed to verify compaction rate s. The Inspector shall determine the number of tests necessary in order to verify conditions. Initial tests will be provided by the City. Re-tests shall be the Contractor’s responsibility.
3.02 Installation
A. Spread aggregate base material in six-inch (6”) lifts.
B. Compact base surface to a relative compaction of 95% and in accordance to the Caltrans Standard Specifications, Section 26.
C. Spread asphalt concrete material in accordance to the Caltrans Standard Specifications, Section 39.
D. Upon completion, apply water to the finished surface and allow water to run- off. All areas of ponding, puddling or bi rdbaths shall be filled with asphalt and fine aggregate. Conform fill surface with adjacent surface to the point edges are not visible.
E. Take every precaution to protect adjacent amenities or structures from material spillage or damage. In case of spill age or damage, the Contractor shall immediately repair or replace the damaged area to the satisfaction of the City.
F. Clean and oil all manhole covers, grates and other surface structures within the pavement area.
G. All new asphalt concrete paving shall receive a fog seal at a rate of 1/12 to 1/10 gallon of undiluted emulsion per square yard. All work shall conform to Caltrans Standard Specificatio ns, Section 37. Once sealed, parking of vehicles and/or equipment or stockpiling of material on the finished surface is prohibited.
H. Clean all surface structures that lie within the asphalt concrete area.
3.03 Striping
A. Conform to the City of Roseville Design and Construction Standards, latest edition.
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Section 32 12 16: Asphalt Concrete Paving
B. Ensure that all pavement to receive striping is completely cured. Clean all pavement surfaces.
C. Accurately lay out all pavement mark ings, including, parking stripes, centerline stripes, international disabled parking l ogo, striping for disabled access ramp, directional arrows, game court lines and other pavement markings as shown on the Plans or as required by code.
D. All pavement lines, striping and letteri ng shall be four inches (4”) in width, unless otherwise indicated on the Plans.
E. Lines painted with traffic paint shall re ceive two coats of paint. Allow each coat to dry completely prior to applying the second coat.
F. Apply all pavement markings on clean, dry surfaces, during weather conditions where temperatures are higher than 35 degrees F, no rain is occurring or predicted within the next twenty-four ( 24) hours, and the humidity is less than
80. G. Remove all excess adhesives and tracking onto unmarked areas.
H. All pavement striping applications shall conform to Caltrans Standard Specifications, Sections 84 and 85.
3.04 Accessible Parking Signs (For parking lots only)
A. Verify that the language on the signs m eets with current laws and regulations prior to installation. Immediately notify project manager of discrepancies.
B. For signs at parking stalls: install one per space designated for disabled parking.
Locate sign as shown on the Plans. Verify location in the field prior to installation. Sign bottom shall be set at seven feet (7’) above finished grade.
C. For notification signs: install one per dr iveway entrance. Verify location in the field prior to installation. Sign bottom shall be set at two feet (2’) above finished grade unless otherwise directed.
D. Sign post installation shall conform to TS-17A of the City of Roseville Development Services Design and Construction Standards.
3.05 Protection and Cleaning
A. Do not allow equipment or vehicles to park on new asphalt surfaces upon completion of fog seal operations. At hi s discretion, the Contractor may allow the parking of equipment and vehi cles on the asphalt concrete AFTER the asphalt concrete material has been la id, passing applicable compaction tests and PRIOR TO applications of fog seal and striping.
END OF SECTION
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Section 32 15 40: Decomposed Granite Paving
SECTION 32 15 40
DECOMPOSED GRANITE PAVING
PART 1 - GENERAL
1.01 General Requirements
A. The requirements set forth in the Gener al Conditions shall be in addition to the standards provided herein.
B. The requirements set forth in the S upplemental Conditions shall be in addition to the standards provided herein.
C. The standards set forth in the City of Roseville Design and Construction Standards and the City of Roseville Parks Construction Standards, latest editions, shall be in addition to the standards provided herein.
1.02 Description
A. Furnish all labor, materials and equipm ent for the complete installation of decomposed granite paving, including redwood headers as shown in the Plans and as specified herein.
1.03 References
A. Caltrans Standard Specif ications, latest edition.
1.04 Submittals
A. Submittals for specified items are not required; however, submittals are required for any proposed substitutions or deviations from the Plans or Specifications. Additionally, submittals are required for the specific items listed below. The Contractor shall submit a materials summary sheet indicating which items will be installed as specif ied and which items are proposed for substitutions. The Contractor shall submit proof of order within ten (10) working days of the Notice to Proceed, indicating all specified materials have been ordered, noting “as specified” or “s ubstitution proposed”. Submittals are required on the following items:
1. Decomposed granite material and binding material: provide a sample “brick” for review and approval.
PART 2 - PRODUCTS
2.01 Crushed Quarry Rock
A. Crushed rock, graded between #4 and #200. Rock shall be high quality and well-graded.
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Section 32 15 40: Decomposed Granite Paving
B. Hastie’s Capitol Sand and Gravel, Roseville, CA (916) 989-4600 or accepted equal.
2.02 Header
A. 1”x6”or2”x6” Redwood header board.
2.03 Binding Material
A. PolyPavement, Los Angeles, CA (323) 954-2240 or accepted equal.
PART 3 - EXECUTION
3.01 Preparation
A. Upon completion of grading operations , compact the subgrade at the required elevation to a relative compaction density of 95%, unless otherwise noted on the Plans.
B. Completely install redwood header as shown in the City of Roseville Parks Construction Standards.
C. No material shall be placed in muddy conditions, nor shall any material be placed during or immediately after inclement weather, i.e. rain storms, etc.
D. Submit samples of crushed rock to a PolyPavement Certified Lab to prepare a laboratory “brick” to confirm that the quarry material has sufficient fines for good binding.
3.02 Installation
A. Provide a 10’ by specified width test sample, to be approved prior to installation.
This sample shall be the basis of overall approval.
B. Thoroughly combine binder per manufacturer recommendations.
C. Spread crushed granite fine/binder material in two (2) one and one half inch (1- 1/2”) lifts (thickness after compaction).
D. Wet and roll each lift to form a unifor m, smooth surface with a cross slope of 2%. Compact each lift to a 95% relative compaction density.
E. Upon completion of the final lift, fill any depressions, holes or divots and re- roll using the above process.
F. Provide a Certificate of Compliance verifying that the binder/stabilizer has been mixed per manufacturer’s recommendations.
3.03 Clean Up and Protection
A. Thoroughly clean all areas where work has occurred. Remove from site excess material, debris and rubbish.
B. Take all precautions to protect comp leted work. Immediately repair or replace all damaged areas due to tire ruts, erosion, compaction failure, etc.
END OF SECTION
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Section 32 31 13: Chain Link Fencing
SECTION 32 31 13
CHAIN LINK FENCING
PART 1 - GENERAL
1.01 General Requirements
A. The requirements set forth in the Gener al Conditions shall be in addition to the standards provided herein.
B. The requirements set forth in the Specia l Conditions shall be in addition to the standards provided herein.
1.02 Description
A. Furnish all labor, materials and equipment for the complete installation of the chain link fence system, including gates as shown on the Plans and as specified herein.
1.03 References
A. Caltrans Standard Specif ications, latest edition.
PART 2 - PRODUCTS
2.01 General
A. Wire used in the fabric shall be galv anized and shall have a tensile strength of 80,000 lbs. Per square inch based on cros s sectional areas of the wire. One sample shall be tested without removing bends caused by weaving of the wire with the mesh. A second test shall be conducted on a wire strand carefully straightened. The tensile strength is finally determined as the average reading between the two tests. Wire to match fabric selection.
B. Fabric shall be 1-3/4” 9-gauge nominal wire mesh, hot-dipped galvanized or black vinyl coated after weaving as shown on the plans. Conform to ASTM A392, with tensile strength as descr ibed in 2.01A above. Fabric shall be knuckled top and bottom with single width to full height of fence.
C. Ties/Fasteners shall be 9-gauge al uminum or black powder coated wire.
D. Fittings, clips, bolts, bands, bars, post tops/covers and other hardware necessary for a complete fence system shall be galvanized or black powder coated.
E. Where fencing is shown on the Plans to be black vinyl or powder coated, all appurtenances, including fabric, posts, rails, clips, bands, fittings, etc., necessary for a complete fence system shall be black vinyl or powder coated.
Vinyl or powder coating shall be the industry standard for this type of finish.
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Section 32 31 13: Chain Link Fencing
2.02 Posts and Rails
A. Posts and rails shall be hot-dipped galvanized per ASTM A53 or black powder coated, to match fabric and as shown on the Plans. All posts shall be installed with moisture-proofed caps on the top.
B. Size and lengths of posts shall be as shown in the City of Roseville Design and Construction Standards PK-40, latest edition.
2.03 Gates
A. Fabric and finish to match fence.
B. Hinges and latches shall be industrial strength, heavy duty and shall fit snugly around post. Latches shall be lockable.
C. Size and lengths of posts shall be as shown in the City of Roseville Design and Construction Standards PK-40, latest edition.
PART 3 - EXECUTION
3.01 Post Installation
A. Posts are to be spaced evenly as shown on the City Standard and set plumb and true to lines with the top line uniform as shown in the City of Roseville Design and Construction Standards PK-40, latest edition.
B. All posts shall be set in concrete as shown in the City of Roseville Design and Construction Standards PK-40, latest edition.
C. Where nicks on vinyl or powder coated finished occurs due to installation, the Contractor shall re-finish and patch damaged areas immediately.
3.02 Fabric
A. Attach fabric using fabric bands or clips spaced approximately 14” apart.
Connections to top rails and tension wires shall utilize wire ties placed 24” on center.
B. For corner and vertical end connection s, install stretcher bars banded to posts and gate frames at 24” apart (maximum).
C. All fabric to be stretched tight, free from sags and bulges.
3.03 Rails
A. For splices along the top rail, provide couplings every 20’. The coupling shall produce a continuous brace from end to end of each stretch of fence. Install a heavy spring at every fifth coupling to allow for expansion or contraction.
B. Utilize the appropriate fittings to ensure that all rails are rigidly clamped to end and corner posts.
C. Clamp mid and bottom rails at each post.
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Section 32 31 13: Chain Link Fencing
3.04 Gates
A. Gates shall be installed consistent with the City Standard detail. Verify grade conditions along the fence bottom to ensure proper use of the gate(s).
B. Gate openings shall be face-to-face dimensions and shall swing according to the Plans.
3.05 Cleaning
A. Thoroughly clean all areas where work has occurred. Remove from the site excess material, debris and rubbish.
B. Take all precautions to protect comp leted work. Immediately repair or replace all damaged areas due to tire ruts, eros ion, compaction fail ure, etc. Keep all erosion control measures intact.
END OF SECTION
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Section 32 32 19: Modular Concrete Retaining Walls
SECTION 32 32 19
MODULAR CONCRETE RETAINING WALLS
PART 1 - GENERAL
1.01 General Requirements
A. The requirements set forth in the Gener al Conditions shall be in addition to the standards provided herein.
B. The requirements set forth in the S upplemental Conditions shall be in addition to the standards provided herein.
1.02 Description
A. Work includes furnishing and installing concrete modular block retaining wall units to the lines and grades shown on the construction drawings and as specified herein.
B. Work includes preparing foundation soil, furnishing and installing leveling pad, unit fill and backfill to the lines and grades shown on the construction drawings.
C. Keystone retaining walls of low height may be constructed without reinforcement using simple techniques, while high walls and walls with surcharge may be constructed with ge ogrid reinforcement and compacted backfill to suit a wide range of engineering requirements.
Delete the following paragraph if all retaining walls are unreinforced.
D. Work includes furnishing and installing geogrid reinforcement and backfill to the lines and grades designated on the construction drawings.
1.03 Related Sections
A. Section 31 20 00: Earthwork
B. Section 03 30 00: Site Concrete
1.04 References
A. ASTM C 33 - Standard Specific ation for Concrete Aggregates.
B. ASTM C 150 - Standard Specification for Portland Cement.
C. ASTM C 331 - Standard Specification fo r Lightweight Aggregates for Concrete Masonry Units.
D. ASTM C 618 - Standard Specification for Fly Ash and Raw Calcined Natural Pozzolan for Use as a Mineral Admixture in Portland Cement Concrete.
E. ASTM C 989 - Ground Granulated Blast-Furnace Slag for Use in Concrete and Mortars.
F. ASTM D 698 - Standard Method of Labor atory Compaction Characteristics of Soil Using Standard Effort (12,400 ft-lbf/ft3) 600kN-m/m3)).
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Section 32 32 19: Modular Concrete Retaining Walls
G. ASTM D 1557 - Standard Specific ation for Laboratory Compaction Characteristics of Soils Using Modified Effort (56,000 ft-lbf/ft3 (2,700 kN- m/m3).
1.05 Definitions
A. Structural Geogrid: A structural el ement formed by a regular network of integrally connected tensile elements with apertures of sufficient size to allow interlocking with surrounding soil, rock, or earth and to function primarily as reinforcement.
B. Modular Unit: A concrete retaining wa ll element machine made from Portland cement, water, and aggregates.
C. Unit Fill: A drainage aggregate which is placed within and immediately behind the modular concrete units.
D. Reinforced Backfill: A co mpacted soil which is placed within the reinforced soil volume as outlined on the plans.
1.06 Submittals
A. Submit under provisions of Se ction 01 10 00: Summary of Work.
B. Product Data: Submit manufacturer' s product data for proposed materials and method of installation.
C. Samples: Submit samples of each produc t used in the work of this section.
D. Certifications: Submit a m anufacturer's certification, prior to start of work, that the retaining wall system components meet the requirements of this specification.
1. Contractor's submittal package shall include but not be limited to actual test results for tension/creep, durabi lity/aging, construction damage, geogrid/facing connection, pullout, and quality control.
2. Contractor shall submit ce rtification, prior to start of work, that the retaining wall system (modular concrete units and specific geogrid):
a) has been successfully utilized on a minimum of five (5) similar projects, i.e., height, soil fill types, erection tolerances, etc.; and b) has been successfully installed on a minimum of 1 million (1,000,000) square feet (92,000 sq m) of retaining walls.
E. Test Reports: Submit test reports documenting strength of specific modular concrete unit and geogrid reinforcement connection. The maximum design tensile load of the geogrid shall be equal to the laboratory tested ultimate strength of geogrid/concrete retaini ng wall unit connection at a maximum normal force limited by the "Hinge Height " of the structure divided by a safety factor of 1.5. The connection str ength evaluation shall be performed in accordance with NCMA test method SRWU-1.
F. Contractor shall submit engineering plans prepared by a professional engineer experienced with Mechanically Stabilized Earth retaining wall systems and Project
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Section 32 32 19: Modular Concrete Retaining Walls
registered in the state of the project location. The engineering designs, techniques, and material evaluations shall be in accordance with the KEYSTONE Design Manual, 1995, NCMA Design Guidelines for Segmental Retaining Walls, 1997, or the AASHTO Standard Specifications for Highway Bridges, Section 5.8, 1993 Interim, whichever is applicable.
G. Submit a list of previous projects totaling of 500,000 square feet (46,000 sq m) or more where the specific retaining wall system has been used successfully.
Contact names and telephone numbers shall be listed for each project.
1.07 Quality Assurance
A. Owner will engage and pay for independent soil testing services during earthwork operations.
1.08 Delivery, Storage and Handling
A. Contractor shall check the materials upon delivery to assure that proper materials have been received.
B. Contractor shall prevent excessive mud, wet cement, epoxy, and similar materials (which may affi x themselves) from coming in contact with the materials.
C. Contractor shall protect the material s from damage. Damaged materials shall not be incorporated into the retaining wall structure.
Delete the following two paragraphs if all retaining walls are unreinforced.
D. Geogrids shall be stored above minus 20 degrees F.
E. Rolled geogrid material may be laid flat or stood on end for storage.
1.09 Record Drawings
A. The Contractor shall keep an accurate re cord of the as-built conditions of the modular concrete retaining walls. These records shall be updated daily and kept at the construction site. At an y time, the Inspector may examine the conditions of the “as-builts” to ensure compliance of the above.
PART 2 - PRODUCTS
2.01 Manufacturer
A. Provide modular concrete retaining wall units and accessory materials fabricated by authorized lic ensed manufacturers of Keystone Retaining Wall Systems, 4444 West 78th Street, Minneapolis, MN 55435. Telephone 612-897- 1040. ASD. FAX 612-897-3858, or accepted equal.
2.02 Modular Concrete Retaining Wall Units
A. Modular concrete units shall c onform to the following architectural requirements:
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Section 32 32 19: Modular Concrete Retaining Walls
1. Modular concrete unit color: Manufacturer's standard color.
2. Face finish: Sculptured rock face in angular multiplanar configuration. Other face finishes will not be allowed without written approval.
3. Bond configuration - running with bonds nominally located at midpoint vertically adjacent units, in both straight and curved alignments.
4. Exposed surfaces of units shall be free of chips, cracks or other imperfections when viewed from a distance of 20 feet (6.1 m) under diffused lighting.
5. Corners: Provide 90 degree corners, finished two sides, where indicated.
6. Cap units: Provide solid cap units with parallel sides for straight walls and convex walls, angular sides for concave walls.
B. Modular concrete units shall conform to the following material requirements:
1. Cement: Materials shall conform to the following applicable specifications. a) Portland Cement: ASTM C 150.
b) Modified Portland Cement: Portland cement conforming to ASTM C 150, modified as follows:
1) Limestone - calcium carbonate, with a minimum 85 percent content, may be added to the cement, provided these requirements of ASTM C 150 as modified are met:
a. Limitation on insoluble residue 1.5 percent.
b. Limitation on air content of mortar by volume: 22 percent maximum.
c. Limitations of loss of ignition: 7 percent.
c) Blended Cements: ASTM C 618.
d) Pozzolans: ASTM C 618.
e) Blast Furnace Slag Cement: ASTM C 989.
2. Aggregates: Conform to t he following specifications:
a) Normal Weight Aggregates - ASTM C 33.
b) Lightweight Aggregates - ASTM C 331.
3. Other Constituents: Air entraining agent s, coloring pigments, integral water repellents, finely ground silica, and ot her constituents shall be previously established as suitable for use in modular concrete retaining wall units and shall conform to applicable ASTM standar ds or, shall be shown by test or experience to be not detrimental to t he durability of the modular concrete units or any material customarily used in retaining wall construction.
C. Modular concrete units shall confor m to the following structural and geometric requirements:
1. Compressive strength: 3000 pounds per square inch (20MPa) minimum.
2. Absorption: 8 percent maximu m for standard weight aggregates.
3. Unit width to height ratio: 2.25 to 1.
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Section 32 32 19: Modular Concrete Retaining Walls
In the next four paragraphs concerning unit depth, weight, shear strength, and connection strength, delete the requirement for Standard or Compact units, respectively, if only one type is required. If both types are required, retain both.
4. Unit depth:
a) Standard units: 20 inches (508 mm) minimum.
b) Compact units: 12 inches (305 mm) minimum.
5. Unit weight:
a) Standard units: 90 pounds (40 kg) per unit minimum for standard weight aggregates.
b) Compact units: 75 pounds (34 kg) per unit minimum for standard weight aggregates.
6. Inter-unit shear strength:
a) Standard units: 1500 pounds per linear foot (21,000 N/m), minimum, at 2 pounds per square inch (13 kPa) normal pressure.
b) Compact units: 400 pounds per linear foot (5800 N/m), minimum, at 2 pounds per square inch (13 kPa) normal pressure.
7. Geogrid/unit peak connection strength:
a) Standard units: 1000 pounds per linear foot (14600 N/m), minimum, at 2 pounds per square inch (13 kPa) normal force.
b) Compact units: 600 plf minimum at 2 psi normal force. 600 pounds per linear foot (8700 N/m), minimum, at 2 pounds per square inch (13 kPa) normal force.
8. Maximum horizontal gap between erected units: 1/2 inch (13 mm).
D. Modular concrete units shall confor m to the following constructability requirements:
1. Vertical setback: 1/8 inch (3 mm) pl us/minus per course (near vertical) or 1- 1/4 inch (31.3 mm) plus/minus per course per the design drawings.
2. Alignment and grid positioning me chanism: Fiberglass pins, two per unit minimum.
2.03 Shear Connectors
A. Strength of shear connectors between vertical adjacent units shall be applicable over a design temperature range of minus 10 degrees F (minus 23 degrees C) to plus 100 degrees F (plus 38 degrees C). Shear connectors shall be ½-inch (13 mm) diameter thermoset isopthalic polyester resin- pultruded fiberglass reinforcement rods. Connecto rs shall have a minimum flexural strength of 128,000 pounds per square inch (882 MPa) and short beam shear of 6,400 pounds per square inch (44 MPa).
B. Shear connectors shall be capable of holding the geogrid in the proper design position during grid pre-tensioning and backfilling.
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Section 32 32 19: Modular Concrete Retaining Walls
2.04 Adhesive
A. Construction Adhesive: Keystone K apseal as supplied by manufacturer of modular concrete units.
2.05 Base Leveling Pad Material
A. Material shall consist of a comp acted crushed stone base or non-reinforced concrete as shown on the drawings.
2.06 Unit Fill
A. Unit fill shall consist of clean 1-in ch minus crushed stone or crushed gravel meeting the gradation listed below.
1. 1-inch (25 mm) sieve, 100 percent passing.
2. ¾-inch (19 mm) siev e, 75-100 percent passing.
3. No. 4 (4.75 mm) sieve, 0 - 10 percent passing.
4. No. 50 (300 micro-m) sieve, 0 - 5 percent passing.
B. Pea gravel (3/8-inch to ½-inch (9.5 mm to 13 mm) round stone) is not acceptable.
2.07 Reinforced Backfill
A. Reinforced backfill shall be free of debris and meet the following gradation requirements:
1. 2-inch (50 mm) sieve, 100-75 percent passing.
2. 3/4-inch (19 mm) siev e, 100-75 percent passing.
3. No. 4 (4.75 mm) siev e, 100-20 percent passing.
4. No. 40 (425 micro-m) sieve, 0-60 percent passing.
5. No. 200 (75 micro-m) sieve, 0-35 percent passing.
6. Plasticity Index (PI) less than 10 and liquid limit less than 40.
B. The maximum aggregate size shall be limited to 3/4 inch (19 mm) unless field tests have been or will be performed to evaluate potential strength reductions to the geogrid design due to damage during construction.
C. Material can be sit-excavated soils where the above requirements can be met.
Unsuitable soils for backfill (high plastic clays or organic soils) shall not be used in the backfill or in the reinforced soil mass.
D. Contractor shall submit reinforced fill sample and laboratory test results to the Architect/Engineer for approval prior to the use of any proposed reinforced fill material.
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Section 32 32 19: Modular Concrete Retaining Walls
Delete the following article if all retaining walls are unreinforced.
2.08 Geogrid
A. Material: Geogrid products shall be high-density polyethylene or polypropylene expanded sheet or polyester woven fiber ma terials, specifically fabricated for use as soil reinforcement.
B. Tal, Allowable Tensile Design Load, shall be determined as follows:
1. Tal = Tult/(Rfd x Rfcr x Rfcd x FS)
2. Tal shall be evaluated based on a 75 year design life.
C. Rfcr, Reduction Factor for Creep Li mited Tensile Load: Rfcr shall be determined from 10,000 hour creep testi ng performed in accordance with ASTM D 5262.
D. Rfd, Reduction Factor for Durability/Aging: Rfd shall be determined from polymer specific durability testi ng covering the range of expected soil environments.
E. Rfcd, Reduction Factor for Construc tion Damage: Rfcd shall be determined from product specific construction damage testing performed in accordance with GRI-GG4. Test results shall be provided for each product to be used with project specific or more severe soil type.
F. FS, Overall Factor of Safety: FS shall be 1.5 unless otherwise noted.
G. The maximum design tensile load of the geogrid shall not exceed the laboratory tested ultimate strength of the geogrid/facing unit connection as limited by the "Hinge Height" divided by a factor of safety of 1.5. The connection strength testing and computation procedures s hall be in accordance with NCMA test methods.
H. Soil Interaction Coefficient, Ci: Ci values shall be determined per GRI:GG5 at a maximum 0.75 inch (19 mm) displacement.
I. Manufacturing Quality Control: T he geogrid manufacturer shall have a manufacturing quality control program that includes QC testing for each 40,000 square feet (3700 sq m) of production, each lot, or each production day. The QC testing shall include:
1. Tensile Modulus
2. Specific Gravity
3. Melt Flow Index (PP & HDPE)
4. Molecular Weight (PETP)
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Section 32 32 19: Modular Concrete Retaining Walls
PART 3 - EXECUTION
3.01 Examination
A. Verify that layout dimensions are co rrect and substrate is in proper condition for installation. Do not proceed with in stallation until unsatisfactory conditions have been corrected.
3.02 Excavation
A. Contractor shall excavate to the lines and grades shown on the construction drawings. Obtain the Architect/Engineer 's approval of excavation prior to placement of leveling material or fill soils.
B. Over-excavation of deleterious soils and replacement with suitable fill, when approved in advance by the Architect/Engineer, will be paid at unit cost rates.
C. Contractor shall be careful not to disturb embankment and foundation materials beyond lines shown.
3.03 Base Leveling Pad
A. Leveling pad material shall be placed to the lines and grades shown on the construction drawings.
Select one of the following three paragraphs for desired base leveling pad, or leave more than one if contractor may choose. Note that Proctor testing is not possible for crushed stone option.
B. Granular leveling pad material shall be compacted to a minimum of 95 percent Standard or 90 percent Modified Proctor.
C. Crushed stone leveling pad shall be compacted to yield (Proctor testing does not apply).
D. Concrete leveling pad shall be minimum inches of unreinforced concrete.
E. Leveling pad shall be prepared to ensure fu ll contact to the base surface of the concrete units.
3.04 Modular Unit Installation
A. First course of units shall be pl aced on the leveling pad, and alignment and level checked. Pins or molded surfaces of modular concrete units shall be used for alignment control; do not attempt alignment from split-face surface.
B. Ensure that all units are in full contact with base and properly seated.
C. Install fiberglass-connecting pins and fill all voids in and around the modular units with unit fill material. Tamp or rod unit fill to ensure that all voids are completely filled.
D. Sweep excess material from top of uni ts and install the next course. Ensure that each course is completely unit filled, backfilled and compacted prior to proceeding to next course.
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Section 32 32 19: Modular Concrete Retaining Walls
E. Place each subsequent course ensuri ng that pins protrude into adjoining courses a minimum of 1 inch (25 mm). Two pins are required per unit. Push next course unit forward, away from the fill zone, locking against the pins in the previous course and backfill as the course is completed. Repeat procedure to the extent of wall height.
F. Follow wall erection and unit fill plac ement closely with any other backfilling required.
G. Position vertically adjacent modular concrete units as recommended by the manufacturer (in running bond pattern).
H. Maximum, stacked, vertical height of wa ll units, prior to wall unit fill, backfill placement and compaction, shall not exceed two courses.
I. One cubic foot, minimum, of unit fill shall be used for each square foot (0.30 cu m/sq m) of wall face. Unit fill shall be placed within cores of, between, and behind units to meet this requirement.
J. Whole, or cut, units on curves and corners to shall be erected with running bond approximately centered on units above and below.
K. Cap Installation: Apply adhesive to t op surface of unit below and place cap unit into position over projecting pins from units below.
Delete the following article if all reta ining walls are reinforced with geogrid reinforcement.
3.05 Unreinforced Backfill Placement
A. Place and compact backfill in lifts not to exceed 8 inches (200 mm).
B. Backfill shall be compacted to 95 percent of the maximum density as determined by ASTM D 698.
C. Place the top 8 inches (200 mm) of the structure fill using low permeability soil.
D. Only lightweight hand-operated equipment shall be allowed within 3 feet (900 mm) from the tail of the modular concrete units.
E. At the end of each day's operation, t he Contractor shall sl ope the last lift of reinforced backfill away from the wall units to direct runoff away from wall face.
The Contractor shall not allow surface runoff from adjacent areas to enter the wall construction site.
Delete the following article if all retaining walls are unreinforced.
3.06 Structural Geogrid Installation
A. Geogrid shall be oriented with the highest strength axis perpendicular to the wall alignment.
B. Geogrid reinforcement shall be placed at the elevations and to the extent shown on the construction drawings or as directed by the Engineer.
C. The geogrid shall be laid over the fiberglass pins of the modular wall units and extended horizontally on compacted backfill. Place the next course of modular Project
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Section 32 32 19: Modular Concrete Retaining Walls
concrete units over geogrid. The geogrid shall be pulled taut, and anchored prior to backfill placement on the geogrid.
D. Follow manufacturer's guidelines relati ve to overlap requirements of uniaxial and biaxial geogrids.
E. Geogrid reinforcements shall be continuous throughout their embedment lengths. Spliced connections between shorter pieces of geogrid is not allowed unless pre-approved by the Architect/Engineer prior to construction.
Delete the following article if all retaining walls are unreinforced.
3.07 Reinforced Backfill Placement
A. Reinforced backfill shall be placed, spread, and compacted in such a manner that minimizes the development of slack in the geogrid.
B. Backfill shall be placed from the wall back towards the embankment to ensure that the geogrid remains taut.
C. Reinforced backfill shall be placed and compacted in lifts not to exceed 8 inches (200 mm) where hand compaction is used, or 12 inches (300 mm) where heavy compaction equipment is used.
D. Reinforced backfill shall be compact ed to 95 percent of the maximum density as determined by ASTM D 698. The moisture content of the backfill material prior to and during compaction shall be uniformly distributed throughout each layer and shall be within +1/-3 percentage points dry of optimum.
E. Place the top 8 inches (200 mm) of th e structure fill using low permeability soil.
F. Only lightweight hand-operated equipment shall be allowed within 3 feet (900 mm) from the tail of the modular concrete unit.
G. Tracked construction equipment shall not be operated directly upon the geogrid reinforcement. A minimum fill thickness of 6 inches (152 mm) is required prior to operation of tracked vehicles over the geogrid. Tracked vehicle turning should be kept to a minimum to prevent tracks from displacing the fill and damaging the geogrid.
H. Rubber tired equipment may pass over geogrid reinforcement at slow speeds, less than 10 miles per hour (16 kph). Sudden braking and sharp turning shall be avoided.
I. At the end of each day's operation, t he Contractor shall sl ope the last lift of reinforced backfill away from the wall units to direct runoff away from wall face.
The Contractor shall not allow surface runoff from adjacent areas to enter the wall construction site.
END OF SECTION
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Section 32 84 00: Irrigation System
SECTION 32 84 00
IRRIGATION SYSTEM
PART 1 - GENERAL
1.01 General Requirements
A. The requirements set forth in the Gener al Conditions shall be in addition to the standards provided herein.
B. The requirements set forth in the S upplemental Conditions shall be in addition to the standards provided herein.
1.02 Description
A. Furnish all labor, materials and equipment for the complete installation of an automated irrigation system, including all necessary appurtenances for proper operation, noted or implied, as shown on the Plans and as specified herein.
B. Water usage, meter costs, connection fees, testing and other associated utility costs are considered direct costs and is the responsibility of the Contractor until the project is accepted.
C. Installation of the water meter shall be by the City.
1.03 Related Work
A. Section 32 90 00: Planting
B. Section 26 00 00: Site Electrical
1.04 Quality Assurance
A. All work shall comply with local and state laws, codes, regulations and requirements which govern any portion or all of the work contained in this Section. These include, but are not limited to, the latest editions of:
1. City of Roseville Park Construction Standards,
2. City of Roseville Design and Construction Standards,
3. City of Roseville Electric Department Standard Specifications,
4. Local, state and federal electrical codes, manuals and guidelines, and
5. Local, state and federal plum bing codes, manuals and guidelines.
1.05 Submittals
A. Submittals for specified items are not required for Parks or Streetscape projects, unless specifically listed below. Howe ver, submittals are required for any proposed substitutions or deviations from the parks Plans or Specifications. For Streetscapes, no substitutions will be accepted. The Contractor shall submit a materials summary sheet indicating which items will be installed as specified Project
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Section 32 84 00: Irrigation System
and which items are proposed for substitu tions. The Contractor shall submit proof of order within ten (10) working days of the Notice to Proceed, indicating all specified materials have been ordered, noting “as specified” or “substitution proposed”. Submittals are required on the following items:
1. Controller, Flow Sensor(s), and Master Valve(s).
2. Filter (Recycled water)
3. 1.06 Explanation of Drawings
A. The drawings are diagrammatic and do not reflect all offsets, fittings and other miscellaneous items required for a complete and operable irrigation system. It shall be the Contractor’s responsibility to investigate all existing site conditions, become thoroughly familiar with the site, and provide all labor, materials and equipment required for the installation of the irrigation system.
B. Avoid conflicts between other trades and the installation of the irrigation system.
Minor adjustments to avoid such conflict s shall be made in the field. Major discrepancies between actual field c onditions and the Plans shall be brought to the attention of the Project Manager. T he lack of notification shall indicate that the Contractor assumes full responsibility for any revision deemed necessary to ensure proper installation.
1.07 Product Delivery, Handling and Storage
A. All materials shall be delivered bearing manufacturer’s label with size, type and model number (if applicable) clearly marked.
B. All pipe shall be delivered in a vehicle which allows the material to lie flat without concentrated weight or stress at any point.
C. Unload all materials with care so as to avoid damage. Store materials in a covered area and do not expose PVC pipe to extreme sun or heat. Store pipe lying flat.
D. Do not install any material that has been damaged. Replace all material found to be damaged.
1.08 Record Drawings
A. The Contractor shall keep an accurate re cord of the as-built conditions of the irrigation system. These records s hall be updated daily and kept at the construction site. At any time, the Inspector may examine the conditions of the “as-builts” to ensure compliance of the above.
B. Dimensions shall be recorded from two (2) permanent points of reference.
C. The City may at its discretion withhol d progress payments to the Contractor if the as-built records are not updated to the satisfaction of the City.
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Section 32 84 00: Irrigation System
PART 2 - PRODUCTS
2.01 General
A. All materials specified shall be new, bearing the brand name, type, serial numbers and model number as shown on t he Plans and as specified herein, unless otherwise accepted in writing.
2.02 Backfill Material
A. Backfill shall be clean, screened, on-si te material, free from organic material, large clods of earth and/or rock larger than one (1) inch in diameter, trash, debris, rubbish, tree trunks, broken concrete or asphalt and other unacceptable material.
B. Material larger than one (1) inch shall be removed from site and legally disposed. All removal shall be the responsibility of the Contractor.
2.03 Meter
A. Meter shall be as shown on the Plans and as required by the City of Roseville Environmental Utilities Department.
2.04 Backflow Prevention Device
A. Backflow Prevention Device shall be as shown on the Plans.
B. Cover shall be insulated, freeze-proo f, removable and lockable, manufacturer and model per the City of Roseville Design and Construction Standards or accepted equal.
2.05 Filter (Recycled Water Only)
A. Amiad Filtration Systems, Semi-Automatic Filter
A.1. For 2”, Plastic Super-T Manual Steel Semi-Automatic Filter, . Red 130 micron filter element, match line size of recycled water meter, down to 2” minimum.
2. For 2” filters, us e disc type element. For 3” and above, use mesh screen filter elementSteel In-line Semi-Automatic Filter.
3. Include Scanaway 130 micron filter element.
4. Match line size of recycled water meter, down to 2” minimum.
1.5. Include locakable protective frost cover blanket.
2.06 Flow Sensor and Master Valve
A. Calsense Controllers:
1. Flow sensor shall be a Calsense Ultrasonic Flow Meter (FM- BU), or accepted equal featuring a proprieta ry, non-magnetic sensing mechanism and a six-bladed design . Flow sensor shall be accurate to +/- 12% of full scale. Flow sensor body shall be constructed of bronzeSchedule 80 PVC Formatted: List2
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Section 32 84 00: Irrigation System
for sizes up to 4”, and saddle taps for sizes 6” and above. Applications with high and low flows requiring a bypass manifold flow meter shall instead utilize Flomec QS200 Ultrasonic Flow Sensor.
2. Master valve(s) shall be Superior, 3300 series, normally open, electric globe valve, constructed of brass with dirty water protection and No Minimum Flow feature. For recycled water systems, include -RW Recycled Water designation with purple handle for identification.
3. Flow meters to be constructed consis tent with the Calsense specifications.
4. Valve boxes for master valve and flow sensor shall be 18” (jumbo) green rectangular rigid plastic valve boxes wi th lockable lids and extensions by Carson Industries, LLC or accepted equal. Valve box lid shall be colored green in turf areas, tan in natural pl anter areas, and purple for recycled water applications.
2.07 Booster Pump
A. Customflow Quality Booster Pump by V-Power Equipment, Inc. (888) 830-8025.
B. Provide technical startup support, pum p certification and 30 month following delivery warranty by V-Power Equipment, Inc.
C. Variable Frequency Drive Control Panel with Fuji Eco Drive, NEMA 12 enclosure, main disconnect, DC choke, panel cooling fan, HOA switch on panel door, 110 volt transformer for controls and external fan, Terminals for wire connections, (2) Pump start relays for irrigation controller controls, ET/U.L. 508A Listed and proprietar y programmed for City of Roseville standard operation by Custom Pump & Power, Inc.
D. IFM Efector PA3224 transducer is rat ed for 0-145PSI and adjustable through the VFD.
E. Enclosures to be sized to fit pump, VFD, valves, bypass, transducer, and pump inserted Hot Stop temperature protecti on to be activated at 120 degree with manual reset mounted on the VFD panel door. Flange connection for inlet and outlet outside the enclosure. Standard enclosure to be fitted for padlock and have a shock assisted opening on the front. Larger enclosures with removable doors with built in lock with the 402 key. All enclosures to be steel and powder coated dark green.
F. Installation by licensed contractor as shown on plans and connect power wires from meter pedestal and 24-volt control wire from the controller to the VFD line connectors inside the enclosure.
2.08 Pipe
A. PVC Pressurized Mainline
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Section 32 84 00: Irrigation System
1. For lines three inch (3”) or larger: polyvinyl chloride (PVC) 1120-1220, SDR 21, Class 200 rubber gasketed pipe, and NSF accepted per Standard No. 14, Type I, Grade I. Conform to:
Material ASTM
Pipe D1784, D2241
Rubber Gasket F477
2. For lines two and one half inches (2-1 /2”) or smaller: Schedule 40 polyvinyl chloride (PVC) 1120-1220, and NSF accepted per Standard No. 14, Type I, Grade I. Conform to:
Material ASTM
Pipe D1784, D1785
B. PVC Non-Pressurized Lateral Lines
1. Schedule 40 polyvinyl chloride ( PVC) 1120-1220, SDR 21.0, NSF accepted per Standard No. 14, Type 1, Grade II.
C. Recycled Water
1. Pipes shall meet the standards outlined in Sections 2.08, A and B above, unless otherwise noted in the City of Roseville Design and Construction Standards for recycled water, latest edition.
2. All pipes containing recycled wa ter shall be purple, NSF accepted and conform to the City of Roseville Design and Construction Standards, latest edition.
2.09 Fittings and Nipples
A. Fittings for Mainline Pipe:
1. For all control valves on mainlines three inches (3”) and larger, use painted, ductile iron saddle taps with double stainless steel straps and nuts Model #202 by Romac Industries, Inc. or accepted equal.
2. For all other connections on mainlines three inches (3”) and larger mainline pipe, use glued schedule 80 fittings.
3. For all control valves on mainlines two and one half inches (2-1/2”) or smaller, use glued schedule 80 fittings.
3.4. For all other connections on mainlines two and one half inches (2- 1/2”) or smaller, use glued schedule 40 fittings.
B. Fittings for Solvent Weld Pipe - Laterals:
1. Schedule 40 for 2 ½” pipes or smaller and Schedule 80 for 3” pipe and larger polyvinyl chloride (PVC), standard weight, conforming to ASTM D2466-73.
Use Schedule 80 for all recycled water systems.
2. Weld-on #P-70 primer and Weld -on #711 gray glue or accepted equal.
3. Teflon tape for all threaded PVC fittings.
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Section 32 84 00: Irrigation System
C. Plastic Nipples shall be Schedule 80, Type 1, Grade 1, polyvinyl chloride (PVC), threaded at both ends, and conforming to ASTM D1784 -85. Nipples shall be uniformly gray.
D. Fittings for Recycled Pipe:
1. Fittings shall meet the standards outlined in Sections 2.09, A, B and C above, unless otherwise noted in t he City of Roseville Design and Construction Standards for recycled water, latest edition.
2.10 Swing Joints
A. Swings joints shall be as shown in the City Parks Construction Standard detail.
Schedule 40 threaded PVC triple swing joints or an accepted equal.
2.11 Electric Remote Control Valve
A. Sizes as shown on the Plans. All valves shall be Rainbird PEB series or accepted equal and shall contain the following:
1. a globe-type electric remote cont rol, normally closed diaphragm type with slow opening and closing action,
2. encapsulated soleno id type actuation,
3. a minimum rating of twenty-four (24) volts,
4. sixty (60) cycle,
5. two to five (2-5) watts,
6. a manual flow adjustment with shut-off provisions,
7. provisions for an external “bl eed” of the diaphragm chamber for manual operation.
8. a ball valve on the inlet.
9. Schedule 80 PVC threaded fittings from saddle tap to POCmain line to valve.
B. Valve boxes shall be rectangular, rigid plastic valve boxes with lockable lids and extensions by Carson Industries, LLC or accepted equal. Valve box shall be sized appropriately to house entire valve assembly with space to accommodate maintenance access. Valves for drip zones require Jumbo size boxes.
1. Boxes shall be colored green in potable applications, and purple for recycled water applications.
2. Valve boxes used on recycled water systems shall be permanently colored purple through the manufacturer. Boxes painted purple will be rejected.
3. Label lids using heat branded identifica tion, T:Turf, S:Shrubs, B:Bubblers C. Controller station identification num ber shall be standard yellow tags with permanent numbers by Christy or accepted equal.
2.12 Root Watering System
A. Provide pre-manufactured root watering system.
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1. Pressure compensating bubbler. See irrigation sheets for flow rates.
2. Check valve where applicable to prevent low head drainage.
3. Swing joint assembly
4. Locking grate top on semi-rigid mesh tube . Use purple grate for Recycled water systems
5. Filter fabric sleeve
5. 2.13 Irrigation Heads
A. All irrigation heads shall conform to ty pe, size, precipitation rate, gallons per minute discharge, pressure and throw radius as shown on the Plans, unless otherwise accepted in writing.
B. In all available models, all irrigati on heads shall have stainless steel risers, unless otherwise approved in writing.
C. For recycled water applications, irrigation heads shall be colored purple, have debris pocket, and wiper seals with 3 touch points.
D. Irrigation heads shall have built-in pressure regulation for pop up sprays and/or water-efficient heads.
E. Include built-in check valve where app licable to prevent low head drainage.
2.14 Drip Irrigation
A. Sub-surface dripline.
1. Flexible polyethylene tubing shall have factory-installed pressure- compensating, inline emitters spaced evenly per listed spacing.
2. Emitter shall incorporate elemental or ionic copper root intrusion prevention technology, and shall be warranted by the manufacturer to be free of emitter plugging due to root intrusion for a period of fifteen (15) years minimum.
3. Emitter shall have a built-in check valv e that will hold back, at minimum, an
8.5' column of water.
4. Dripline for use with recycled water systems shall be properly and permanently marked for non-potable use.
B. All fittings shall be constructed of injection molded, brown plastic having a nominal outside dimension of 17mm (0.56”). Female and male threaded ends shall be capable of mating to standard PVC pipe with tapered threads.
C. Line flushing valve
1. Valve shall be schedule 40 PVC ball valve with brass hose thread adapter.
2. Valve box shall be rigid plastic, wi th lockable cover by Carson Industries, LLC or accepted equal. Boxes shall be colored green in potable applications, and purple for recycled water applications.
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3. Drip system operation indicator s hall be Rainbird 1812 Pop-up spray body with 4-VAN nozzle set to 0-degree pattern, with Rainbird SA-125050 swing assembly and XFF-TFA barbed bt ½” FIPT fitting, or accepted equal.
D. Pressure Regulating Filters shall be Rainbird PRB Pressure Regulating Basket Filter, or approved equal, and shall include: Basket style body and jar-top cap constructed of heavy-duty glass-filled, UV-resistant polypropylene, with 150 PSI (10,3 bar) operating pressure rating. Standard 200 mesh (75 micron) filter screen constructed of stai nless steel attached to propylene frame. Normally- open in-line pressure regulating device, constructed of durable, UV resistant non-corrosive material able to accommodate an inlet pressure rating of not less than 150 PSI (10,3 bar), with preset ou tlet pressure of approximately 40 PSI (2,8 bar).
2.15 Thrust Blocks
A. All thrust blocks shall be concrete. The size of the blocks shall be determined by the average safe soil-bearing load of 700 lbs. per square foot.
B. Polyethylene sheeting at th rust blocks shall be 6mil.
2.16 Quick Coupler Valves
A. For potable water, quick coupling valves shall be Rainbird #44LRC or accepted equal. For recycled water, quick coupling valves shall be Rainbird #44NP lockable or accepted equal. All quick coupling valves shall be:
1. brass or bronze with one (1) IPS female pipe connection,
2. two piece body with a removable upper portion (for replacement), and
3. durable yellow covers for potable and purple for recycled.
B. Valve keys shall be brass or bronze and shall be of the same manufacturer and size as the valve.
C. Valve box shall be rigid plastic, a minimu m of ten inches (10”) in diameter with lockable cover by Carson Industries, LLC or accepted equal. Boxes shall be colored green in potable applications, and purple for recycled water applications.
D. Where recycled water is used, conform to the City of Roseville Design and Construction Standards.
2.17 Manual Valves
A. For pipe four inches (4”) and larger gate valves shall be:
1. located where shown on the Plans,
2. flanged with Class 125 cast iron body,
3. bronze trimmed with a non-rising stem,
4. square operating nut,
5. able to withstand a cold water pressure of 150 pounds per square inch, and Project
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6. sized to match the pipeline which the valves serve, unless otherwise shown on the Plans.
B. For pipe three inches (3”) or smalle r and on pipes which feed directly into a remote control valve, ball valves shall be installed and shall:
1. allow for manual operations,
2. rapid on/off , drip-tight shut-off control,
3. be constructed of bronze or brass with heavy-duty handle,
4. operate up to 22 gallons per minute,
5. operate between 15 and 150 pounds per square inch, and
6. be sized to match the pipeline whic h the valves serve, unless otherwise shown on the Plans.
C. Valve box shall be rigid plastic, a minimu m of ten inches (10”) in diameter with extensions and lockable cover by Ca rson Industries, LLC, as shown on the Plans or accepted equal. Boxes shall be colored green in potable applications, and purple for recycled water applications.
2.18 Automatic Irrigation Controller
A. Automatic controllers shall be Calsense CS3000 or accepted equal. Each controller shall include:
1. CS3- LR ## – Calsense Local Radio(##) Station Base Model,
2. FM- B U – Flow Meter (BrassUltrasonic),
3. CS3-S-S1 or CS3-SS1-D – Stainless Steel Enclosure with 1 hole for Stubby Antenna:.
a)4. CS3000 Transient Protection
b)5. TP-110 – AC Line Protection,
c)6. GLR-STUBBY – Antennae w/2ft cable
d)7. On/Off Switch
e)8. GFI electrical outlet inside enclosure.
When multiple controllers are used, include:
4.9. CS3-FL – Flowsense software (for multiple controllers sharing POC and/or communications)
5.10. CS3-MSSE-KIT or CS3-SR-KIT – Hardwire or SR radio, When multiple flow sensors are used, include:
6.11. CS3-2WIRE-OPT & CS-2W-POC (one per POC) – Additional Flow Meter interface.
B. Third-Party Communications hardware required:
1. Sierra Wireless AirLink RV55 LTE-A PRO Router (#1104303)
2. Router AC Adapter (#2000579)
3. AT-5 (or higher) Ethernet Cable - 1ft (#A3L781-01-BLU) C. Communication wire between controllers, when required, shall be Paige Cable P7171D or accepted equal.
Formatted: List2
Formatted: Numbered + Level: 1 + Numbering Style: 1,
2, 3, … + Start at: 1 + Alignment: Left + Aligned at:
0.75" + Indent at: 1"
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2.19 Control Wires
A. Direct burial solid copper wire AWG-U.F. 600 volt.
B. Common wire and two spare wires shall be minimum #12-gauge.
C. Pilot wires shall be red, minimum #14-gauge. Wire gauge shall be, at minimum:
Wire Gauge #14 #12 #10 #8
Max. Distance (ft.) 2,500 3,250 4,000 4,800
D. Splices:
1. Wire connections at remote control va lves only shall utilize 3M direct bury splice kit model #DBY (yellow) or model #DBR (red).
2. All other splices, including line splices, connections to flow meters and other sensors, shall utilize 3M Scotchcast 3570G Connector Sealing Packs, no known equal.
E. Wiring colors shall be:
USE COLO R
Flow Yellow
Master Blue
Pump Black
Valves Red
Common White
Spare Orange
Tracer Green
2.20 Sleeves
A. Schedule 40 PVC 1120-1220 and two times the diameter of the pipe to be accommodated by the sleeve, one (1) fo r control wires and one (1) for main line, and one (1) for lateral lines.
B. Maximum one (1) line per sleeve.
C. Add one (1) spare, same size as largest.
2.21 Tracer Wire
A. Insulated solid copper wire, minimum #12 gauge. Color shall be green.
PART 3 - EXECUTION
3.01 Site Conditions
A. Prior to start of irrigation work, review the site conditions to verify that stub- outs, points of connections, sizes of the points of connections, water pressure and other essential items necessary for irrigation work to commence are as shown on the Plans and as indicated in the Specifications.
B. Notify the Inspector immediately of any existing conditions which are unacceptable for the commencement of irrigation work.
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3.02 Coordination of Work
A. Coordinate all work with other trades.
B. The irrigation plan is diagrammatic. Whenever possible, locate all pipes in planted or turf areas. Do not scale off of the Plans. Where field conditions have changed, notify the Inspector immediately.
3.03 Excavation and Trenching
A. Trenches shall be dug straight and in such a manner as to completely support the pipe continuously along the bottom of the trench. In rocky conditions, over- excavation and placement of clean bedding material may be required to ensure protruding rocks do not place undue stress on pipes. Trench layout shall follow that shown on the Plans, except where accepted by the City.
B. The following minimum cover shall be provided for pipe:
Pipe Type Minimum Cove
r
Pressurized Mainlines 24”
Non- Pressurized Lateral Lines 18”
Domestic Water Lines 24”
Control wires 24”
PVC Sleeves under Paving 18”
PVC Sleeves under Auto X-ings 24”
C. Install detection wire, looped in and out of valve boxes and attached to all irrigation mainlines.
D. High voltage wires shall not be installed in the same irrigation water line trench.
3.04 Testing and Flushing
A. Pressure Testing shall occur only when the following conditions can be fulfilled:
Item Description Condition
Quick coupler valves Installed and capped
Electric remote control valves Installed
Flow valve Installed and open
Ball/Gate valves Installed and open
Lateral lines Disconnected
Welded PVC joints Cured at least 24 hours
Pipe Center loaded with backfill
Concrete Thrust Blocks Installed and cured at least 48 hours Couplings and fittings Exposed
Detection wire Installed
B. A pressure gauge shall be installed at t he lowest point of the line. Continuous pressure shall be applied at a rate of 125 psi for all mainlines. The pressure shall remain stable for a minimum of two hours with no detectable leakage.
Upon completion of the test, a comple te examination of the line shall be conducted by the City. Leaks resulting from the test shall be repaired and the Project
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line shall be re-tested. This process shall be repeated until the line passes the leakage test.
C. All lines and risers shall be flushed prio r to final installation of irrigation heads.
All control valves shall be left open during the flushing process.
3.05 Backfilling and Compacting
A. Backfilling of trenches shall not oc cur until all tests and reviews have been performed. See inspection record c ontained in the Parks Construction Standards, latest edition. Any trench that is prematurely backfilled may be required to be re-dug for review.
B. Compaction of the trenched areas sha ll meet the following compaction rates of 95% in areas to receive paving and 85% in areas to be planted.
C. Do not flood trenches unless otherwise accepted by the City.
D. Sunken trenches shall be re-finis hed flush with the adjacent grades.
3.06 Backflow Prevention Device and Enclosure
A. Install per local codes and manufacturer’s instructions.
B. When the flow meter is installed above grade, install a backflow prevention device enclosure with lockable gate.
3.07 Flow Meter Installation
A. Install per local codes and manufacturer’s instructions.
B. All flow meters shall be installed in ground.
C. Install 3/4" conduit from irrigation cont roller to flow meter valve box. Install a pull box every 100’.
D. Valve box lids shall be permanently marked identifying FM for flow meter and MV for master valve and GR for grounding rod with heat branding using stencils in a uniform location on all boxes throughout.
3.08 Booster Pump Installation
A. Install per local codes and per manufacture's instruction.
B. Furnish wires and conduits to connect electrical power, and 24-volt pump start controls to the VFD panel located inside the VFD panel
C. Ductile iron plumbing from the flanges above ground to the mainline.
D. Install level concrete housekeeping pad for the pump enclosure per plans, 4" thick, 1"above ground, with 1/2" tool edges
E. Trust blocks to be installed per pump manufacturer’s and landscape architect’s requirements.
3.09 Pipe Installation
A. Install irrigation pipe in planted areas whenever possible.
B. All pipe and fittings shall be clean ed and free from dirt, dust and moisture.
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C. Pipe may be assembled along the trench at grade to avoid undue strain on the pipe or the fittings. All solvent weld connections shall be primed before applying glue. Snake the pipe within the trench to compensate for expansion and contraction.
D. All PVC pipe and metal valve connections shall be made with threaded fittings consistent with drawings PK-15 and PK-16 of the City of Roseville Parks Construction Standards.
E. All PVC-to-PVC threaded connections shall be made with Teflon tape.
F. Install concrete thrust blocks in locations where rubber gasketed irrigation mainlines change directions, e.g. ells , tees; as required on other lines and fittings; and at the termination point of the mainline. Do not conduct a pressure test within 48 hours of the thrust block pours. The size of the thrust blocks shall be per manufacturer’s instructions and shall be adequate in size to absorb thrusts up to the maximum internal water pressure. Refer to 3.18 Thrust Blocks.
G. Use glued fittings for all connections inside of a sleeve and within 20’ of a sleeve.
G.H. When multiple pipes are in the same trench, provide a minimum 2” horizontal separation between pipes, or equal to diameter of pipe, whichever is larger. Do not stack pipes vertically.
3.10 Electric Remote Control Valves
A. Install per local codes, manufacturer’s instructions, City of Roseville Design and Construction Standards and as shown on the Plans.
B. Install one (1) electric remote cont rol valve per box and whenever possible, group valve boxes together. Align boxes in a straight and neat row and flush to finish grade. Provide a minimum of six (6) inches between boxes.
C. All valves shall be tagged for easy identification of valve number. Valve box lids shall be permanently marked identifying valve number and controller letter with heat branding using stencils in a uniform location on all boxes throughout.
D. Each valve shall be separately saddle tapped. Manifolded valves shall be rejected.
E. Locate valve boxes outside of turf areas, adjacent to paving, i.e. sidewalks, hardscape, etc. except where shown on the Plans.
F. Provide a minimum of eighteen (18) inc hes of a complete set of spare control wires, looped, within all control valve boxes.
3.11 Irrigation Heads
A. Install all heads where shown on the Plans and as specified herein.
B. Turf rotary pop-up heads shall be plac ed two (2) inches from any edge of adjacent walkway, concrete mow band, concrete curb, header board or other hardscape edging, or as required by current WELO regulations.
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C. Rotary pop-up heads shall be installed flush with the top of finish grades of turf or planting areas.
D. Sprinkler head riser nipples sizes sha ll match or be the same as the riser opening of the sprinkler body.
E. Install sprinkler heads with internal check valves where heads are located in low drainage areas, i.e. bottom of ber ms, bottom of drainage swales, toe of slopes, etc.
F. Install all heads perpendicular to gr ound surface with an offset from the edge of pavement as indicated in the details.
3.12 Drip Irrigation
A. Drip irrigation is to be installed in a grid pattern layout of equal spacing between rows, unless otherwise noted on approved plans.
B. All drip irrigation shall be insta lled sub-surface, per manufacturer’s specifications. Staple all tubing to soil at 5 feet on-center spacing prior to backfilling.
C. Drip line shall be installed prior to pl ant installation, with the exception of 15- gallon and larger plant container sizes, which may be installed first at the discretion of the contractor.
D. Line Flushing Valves are to be installed below grade, as detailed, in a valve box with bolt-down lid to allow for periodic inspection and flushing.
1. Minimum of One (1) Line Flushing Valve shall be installed for every fifteen (15) GPM of zone flow, and at every termination point within a zone, and shall be installed at a point farthest aw ay from the source (typically on an exhaust header) as possible.
E. Pop-up drip system operation indicators shall be placed within eighteen inches (18”) of each Flush Valve and shall not be placed such that it will be obstructed by vegetation. Place minimum twelve (12) inches from adjacent hardscapes.
F. If required, Air/Vacuum Relief Valves shall be installed below grade in valve boxes to allow for periodic inspection.
G. Valve box lids shall be permanently mark ed identifying LF for Line Flush valve and AR for Air/vacuum Relief with heat branding using stencils in a uniform location on all boxes throughout.
3.13 Quick Coupler and Gate Valves
A. Install per local codes and manufacturer’s instructions.
B. Locate valve boxes flush with finish gr ade, twelve (12) inches from walkways, curbs, header boards, etc., and within planted area whenever possible.
C. Install one (1) valve per box.
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D. For quick coupler valves, install at 100 feet on center to the extent possible.
Provide a 24” steel support staked adjacent to the riser using two (2) stainless steel clamps.
E. For gate valves, install at locations indicated on the Plans.
F. For valve boxes installed below grade, provide 3M ball markers.
G. Valve box lids shall be permanently marked identifying GV for gate valve and QC for quick couplers, and SB for splice boxes with heat branding using stencils in a uniform location on all boxes throughout.
3.14 Automatic Controller
A. Install per local codes and manufacture r’s instructions within the specified enclosure.
B. Provide single Paige Cable P-7171D installed in conduit between all controllers.
C. Provide all necessary wiring for a co mplete installation between the controller and the valves.
D. Above grade wiring shall be installed in metal conduit, unless otherwise accepted. Securely mount conduit onto enclosure or wall and paint to match the adjacent surface.
E. Provide a grounding rod and bonding for each enclosure as required for lightning protection. Grounding rod shall be consistent with drawing PK-1 of the City of Roseville Parks Construction Standards. Install separate grounding rods for each enclosure where bonding is impractical.
F. Label each controller, us ing permanent markings, with the letter identification indicated on the Plans. Affix label on the inside of the controller cabinet door.
G. Install 110V outlet (GFIC) inside controller enclosure.
H. Provide two (2) reduced as-built i rrigation diagrams, laminated and color- coded indicating controller letter, valv e/station numbers, valve size, operating pressure, gallons per minute and type of planting for each valve. See Section 01 10 00: Summary of Work 1.15B.
I. Ground test to be conducted after insta llation. Test results shall not exceed 25 ohms.
3.15 Control Wires
A. Wherever possible, install control wires in common trenches with mainline. The wires shall be taped in bundles at ten (10) feet on center and laid to the side of the pipe. Provide slack between ties to allow for contraction.
B. Wire valve to controller as shown on the plans.
C. Where runs are long, provide an extra three (3) feet of extra ground and control wires looped at 200’ intervals. Snake wires within trenches to allow for contraction.
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D. Line splices shall occur in valve boxes at grade, label and allowed only on lengths greater than 2500’. Show locations on as-built plans.
E. Do not wrap wire around pipe or allow any wiring to be placed in concrete or concrete thrust blocks.
F. Install two (2) spare wires starting fr om the controller, looped to each valve box to the furthest valve box, without splices.
3.16 Tracer Wire
A. Install tracer wire on top of the mainline.
B. Provide a twelve-inch (12”) loop in and out of each valve box. Solder all splices.
C. Where potable water lines are placed in a separate trench, install a tracer wire on top of the potable water line.
D. Tracer wire shall be tested during revi ew and pressure test of the mainline.
3.17 Sleeves
A. Install sleeves under all pavement and as shown on the Plans.
B. Install sleeves at the depths indicated in Section 3.03B above.
C. Extend sleeves a minimum of twelve (12) inches beyond the edge of pavement.
D. At every sleeve location installed in roadways, provide a spare PVC sleeve capped at each end and marked with a 3M ball marker.
3.18 Thrust Blocks
A. Install polyethylene sheeting between mainline and concrete.
B. Thrust blocks shall be formed against a solid trench wall. The thrust block cavity shall be in undisturbed soil or previously placed compacted backfill that yields an acceptable allowable bearing pressure.
C. Concrete thrust blocks shall not be poured on valve wires.
3.19 Cross Connection Testing for Recycled Water Systems A. The Recycled Water System shall be tested for cross connection in accordance with Uniform Plumbing Code Appendix J prior to use.
B. All testing of Recycled Water Syst ems must be performed utilizing a potable water source via a construction water connection per City of Roseville Construction Standards. No Recycled Water may enter a Recycled Water System until all testing is successfully completed.
C. At the time a cross connection test is to be performed, construction on both the Potable and Recycled Water Systems being tested must be complete and both systems fully operational and functioning as designed.
D. Cross connection testing shall be performed in the system by City forces with the assistance of the cont ractor. The test must be coordinated through the Parks Department Inspector. Forty-eight (48) hours’ notice is required before Project
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the test. Depending on complexity of the site, a preliminary field meet may be required.
3.20 Coverage Test
A. Prior to planting, the Contractor sha ll perform a coverage test to confirm that water coverage is complete and adequate, and produces no overspray onto hardscapes. Irrigation pressure readi ngs at the head or emission device may also be taken as part of the coverage test to confirm adequate system hydraulics.
B. The coverage test shall be performed on the entire irrigation system and shall be performed in the presence of the Par ks Inspector. The irrigation system must be connected to the City water system through the water meter.
Temporary connections are not allowed. On recycled water systems, the coverage test shall take place only after successful completion of the cross- connection test, with the recycled water meter in place.
C. On Park projects containing turf, a comprehensive survey of the Distribution Uniformity (Low Quarter) of each irrigation zone containing turf shall be performed by a third-party, certified irri gation auditor prior to planting of turf.
The irrigation system must be 100% comp lete, including functionality of the irrigation controller and booster pump, if present. The irrigation auditor shall prepare and submit a report listing each zone’s Distribution Uniformity, including actual mapping data of indi vidual catch cans recorded on irrigation plan sheets , and noting any potential deficiencies in the system leading to any inadequate findings. Reported deficiencies in Distribution Uniformity will be evaluated by the Project Manager and may require corrective measures prior to approval of turf planting. Deficienc ies caused by improper installation shall be corrected at no additional cost to City.
3.21 Irrigation Audit
A. A landscape irrigation audit shall be performed after all landscape and irrigation is installed. The irrigation system must be 100% complete, including functionality of the irrigation controller and booster pump, if present.
B. All landscape irrigation audits shall be conducted by a third party certified landscape irrigation auditor. Landscape au dits shall not be conducted by the person who designed the landscape or installed the landscape.
C. The water audit shall conform to the s pecific water audit requirements of the City of Roseville Environmental Ut ilities Department, and any supplemental requirements from the City of Rose ville Parks, Recreation & Libraries Department. The contractor shall submit a comprehensive landscape irrigation audit. This shall include, but is not limited to:
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1. A completed Irrigation Audit Report-(Ci ty of Roseville provided forms only)
2. Complete system eval uation, including site conditions, system and flow data.
3. Scheduling parameters used to se t the irrigation controller.
4. An Irrigation schedule for the landscape provided to the owner.
D. A minimum of 25% of all zones shall be audited. The 25% minimum shall be a representative sample of each irrigation method present (i.e. Rotors, bubblers, rotary nozzles, drip, etc.), and is in addition to any turf zones audited during the coverage test.
E. Any deficiencies noted in the audit r eport such as, but not limited to, run-off, overspray, obstruction of spray patterns, etc., shall be corrected and signed off as such by the original irrigation auditor prior to submission of the report. Do not submit audit reports with uncorrected deficiencies.
3.22 Clean Up
A. Each phase of work shall be i mmediately cleaned up. Excess equipment, material, etc., shall be legally disposed of and removed from site. All concrete, asphalt and/or decomposed granite paving shall be kept free of soil. Damage to such surfaces shall be immediately repaired to the satisfaction of the City.
PART 4 - GUARANTEE
4.01 General
A. Contractor shall provide a written guarantee covering all materials, equipment and workmanship furnished by him to be free of all defects after installation is accepted, including all defective parts that may have been found.
B. All paved areas shall be swept clean and planted areas shall be weed-free.
C. All irrigation heads shall be properly adjusted. Debris and refuse shall be removed from site prior to inspection.
4.02 Pre-Final (Punch List) Review
A. See Section 01 10 00 1.16 - Summary of Work for notification process.
4.03 Establishment
A. Full automated utilization of the irri gation system shall be included as part of the maintenance of the project. See Section 329000: Planting for additional information.
B. Program and utilize the establishment schedule as s ubmitted with the turn-in items.
C. Contractor to run the system in “ quantity” mode or “time plus flow” for a minimum of one (1) week.
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D. Check the irrigation system weekly to ensure proper operations. Make all necessary adjustments, including wate ring schedule to ensure proper and healthy plant growth. At no time shall pools of water be present within any part of the project. Conversely, at no point shall dry or under-watered spots be visible upon inspection. Improper irri gation management resulting in flooding or dry conditions to the detriment of plant material may constitute an extension of the establishment period, at no additional cost to the City.
4.04 Final Review
A. The Contractor shall demonstrate to the City, valve by valve, the entire irrigation system to be operable. All heads shall be adjusted/flushed and all drip zones shall be flushed prior to the on-site review. Any item requiring adjustments shall be completed immediately and to the satisfaction of the City.
B. Provide necessary training to City staff in the pr oper operations and maintenance of the booster pump.
C. The date of final acceptance by the City Council or the recordation of the property transfer shall signify the star t date of the warranty period. Final acceptance shall include the project in total and will not segregate any specific item or trade included in the construction of the project.
END OF SECTION
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SECTION 32 90 00
PLANTING
PART 1 - GENERAL
1.01 General Requirements
A. The requirements set forth in the Gener al Conditions shall be in addition to the standards provided herein.
B. The requirements set forth in the Suppl emental Conditions shall be in addition to the standards provided herein.
1.02 Description
A. Furnish all labor, materials and equipm ent for the complete installation of landscape items, including all trees, shrubs, groundcovers and turf; maintenance for the establishment of new plant materials; and all necessary appurtenances for proper plant ing, noted or implied, as shown on the Plans and as specified herein.
1.03 Related Work
A. Section 31 20 00: Earthwork
B. Section 32 84 00: Irrigation System
1.04 Quality Assurance
A. Provide an experienced foreman who sha ll directly supervise the work force during all work to be performed under th is contract. The foreman shall be present during the time when work is to be performed.
B. Plant material shall conform to current “American Standards for Nursery Stock” and the State of California Grading Code of Nursery Stock, No. 1 grade. Use only nursery-grown stock.
C. All plant material shall be certified free of plant diseases and insect infestations from the County Agricultural Commissioner as required by law. Each shipment of plant material shall be required to have clearance certificates.
D. Prior to planting, a soils fertility test/analysis shall be conducted by an accepted and qualified testing laboratory. Test re sults shall contain existing nutrient levels, soil texture, cation exchange capacity, soluble salts, pH levels, infiltration rates and recommended soil amendments/fertilizers to ensure proper growth of the specified plantings.
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1.05 Submittals
A. Submittals for specified items are not required; however, submittals are required for any proposed substitutions or deviations from the Plans or Specifications. Additionally, submittals are required for the specific items listed below. The Contractor shall submit a materials summary sheet indicating which items will be installed as specif ied and which items are proposed for substitutions. The Contractor shall submit proof of order within ten (10) working days of the Notice to Proceed, indicating all specified materials have been ordered, noting “as specified” or “s ubstitution proposed”. Submittals are required on the following items:
1. Bark mulch material,
2. Certificates of compliance for turf seed mix, soil amendments, fertilizers and hydroseed mix,
3. Sod-grown turf,
4. Soils test with soil amendment recommendations.
5. Trees
a) Submit for approval, plant source s including the names of nurseries proposed as sources of acceptable trees, and a list of the trees they will provide. The plant list shall include the botanical and common name and the size at the time of selection, including basal caliper and height. b) Submit all requests for substitutions of plant species or size for approval.
Request for substitution shall be accompanied with a list of nurseries contacted in the search for the r equired plant and a record of other attempts to locate the required material. Requests shall also include sources of plants found that may be of a smaller or larger size, or a different shape or habit than specified, or plants of the same genus and species but different cultivar origin, or which may otherwise not meet the requirements of the specifications , but which may be available for substitution.
1.06 Soil Testing
A. Native soil and in-place topsoil sha ll be tested for amendment determination.
Soil Tests shall include soil texture, macro nutrients, micro nutrients, lime, base saturation, pH, sodium, boron, salinity, Cation Exchange Capacity (CEC), and Organic content.
B. Submit soils report for review and approval after completion of grading operations. Soil Testing shall be perform ed by an agriculture-based lab, with detailed, written recommendations for soil amendments and fertilizers specific to ornamental landscape plants and turf.
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1.07 Product Delivery, Handling and Storage
A. All materials shall be delivered bearing nursery label with botanical, common names, including cultivars.
B. Carefully handle plant material to ens ure that limbs are not broken during the planting or storage of the material.
C. Store plant material in a covered area on-site, protected from inclement or hot weather on-site. Keep root balls moist by frequent watering (during hot weather) of all accepted stock until such time as planting occurs.
1.08 Inspection of Plant Material
A. Notify the Project Manager a minimum of 48 hours prior to date of delivery. All plant material is subject to inspection at the time of delivery. A sample number of plants will be inspected for the following items:
If the sample.... then the plant shall be...
is healthy, shapely and well rooted accepted.
bears a strong central leader accepted.
is wilted, wind-blown or sunburned rejected.
is root-bound, restricted or deformed rejected.
does not bear a strong central leader or
has been severely pruned back
rejected.
B. Stock to be consistent with CALFIR E Nursery/Tree Quality Cue card and Root Management Cue Card. Inspector may require contractor to remove tree or plant stock from plant containers to examine roots.
C. 15 gal tree needs to have at least 1” in basal caliper, a 24” box tree needs to have at least 2” in basal caliper, a 36” box tree needs to have at least 3” in basal caliper. Basal caliper is measured as 6” above the ground.
D. Based on the sample inspection, the Project Manager or Inspector reserves the right to reject any or all of the plant material delivered. All rejected plant material shall be immediately disposed of off-site.
1.09 Record Drawings
A. The Contractor shall keep an accurate re cord of the as-built conditions of the landscaping. These records shall be updated daily and kept at the construction site. At any time, the Inspector may examine the conditions of the “as-builts” to ensure compliance of the above.
PART 2 - PRODUCTS
2.01 Plants
A. The material to be planted shall conf orm to that indicated on the plans, unless otherwise accepted. The quantity shown on the Plans is approximate and is Project
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furnished for convenience only. Verify all quantities prior to ordering plant material.
2.02 Turf
A. Turf shall be seed or sod.
B. Seed –
1. 98% pure, weed-free mixture with a minimum of 95% germination. Deliver on-site unopened and in the original containers.
2. 100% Turf Saver RTF (Rhizomatous Tall Fescue) by Barenbrug or accepted equal.
3. Rhyzome – Active Tall Fescue Blend by Pacific Coast Seed or accepted equal:
34% Traverse Turf-type Tall Fescue
33% 3rd Millennium Turf-type Tall Fescue
33% Rhambler Turf-type Tall Fescue
4. Turf seed mix shall be Blue tag certified.
C. Sod – Tall fescue blend with named, im proved turf-type varieties only. Blend shall contain a minimum 25% Lateral Spread, Rhizomatous, or Self-Repair type tall fescue. Sod shall be non-netted, and contain no more than 10% Bluegrass.
D. Seed / Sod must be submitted and ac cepted by the Project Manager prior to ordering.
2.03 Soil Amendment
A. As recommended by soils test report.
2.04 Mulch
A. Regular “Walk-on” fir bark as manufactured by Redi-Gro Corporation, Sacramento, CA (916) 381-6063, Mallard Creek, Inc, Rocklin, CA (916) 645- 1681, My Bark Company, Inc., Linden, CA (209) 649-4250 or accepted equal.
B. Decorative bark, shredded lumber or saw dust, and construction debris are not permitted. The mulch must be free of needles.
2.05 Topsoil
A. Stockpiled, on-site material.
B. Imported topsoil shall be natural, friabl e, well-draining, free from admixture of subsoil and foreign objects larger than one inch (1”) in diameter, free from toxins or any other harmful substance which may deter healthy plant growth.
C. Perform a soils test for all imported soil. Soil test shall comply with Section 1.06.
Submit soils report for review and approval prior to import activities.
2.06 Pre- and Post- Emergent Herbicide
A. Clean, and non-staining. Consult with a pesticide specialist.
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2.07 Tree Stakes and Ties
A. Trees furnished in #15 nursery container s require 2” diameter stakes. Trees less than 8' in height require an 8' stake; trees 8' or greater in height require a 10' stake. Stakes shall be pine or douglas fir (pressure or non-pressure treated).
B. Trees furnished in 24” boxes or larger require 3” diameter by 10’ long stakes.
Stakes shall be, pine or douglas fir (pressure or non-pressure treated).
C. Tree ties and Tree Guying shall be Super Tree Tie, bursting strength 300psi, tensile strength 300lbs , 1” vinyl impregnated Nylon, waterproof, Manufactured by: Arthur Enterprises. should be cC ut in to length. out of flat woven polypropylene material, 3/4 inch wide, and 900 lb. break strength. Color to be Green. Product to be ArborTie manufactured by Deep Root Partners, L.P. or approved equal.
D.C. Tree guying to be flat woven polypropylene material, 3/4 inch wide, and 900 lb. break strength. Color to be Green. Product to be ArborTie manufactured by Deep Root Partners, L.P. or approved equal.
2.08 Native Broadcast Seed
A. Where required, broadcast seed shall be applied as follows:
1. Upland areas
Elymus glaucus (Blue Wildrye) 10.0 lbs/acre
Nassella pulchra (Purple Needlegrass) 9.0 lbs/acre
Nassella cernua (Nodding Needlegrass) 6.0 lbs/acre
Melica caljfornica (Californiameljc) 3.0 lbs/acre
Vulpia microstachys (Small Fescue) 3.0 lbs/acre
Poa secunda (Native Pine Bluegrass) 3.0 lbs/acre
Bromus carinaws (California Brome) 2.0 lbs/acre
2. Channel / Wetland Edges (bottom to 3’ above high water level) Elymus trachycaulus (Slender Wheetgrass) 12.0 lbs/acre
Hordeum brachyantherum (Meadow Barley) 10.0 lbs/acre
Leymus triticoides 'Yolo' (Creeping Wildrye) 8.0 lbs/acre Agrostis exarata (Bentgrass) 3.0 lbs/acre
Elymus glaucus (Blue Wildrye) 5.0 lbs/acre
3. Wildflowers (addition to seed mix(es) above, if specified) Clarkia amoena (Farewell to Spring) 0.5 lbs/acre
Eschscholzia caljfornica (California Poppy) 2.0 lbs/acre Lupinus nanus {Sky Lupine) 3.5 lbs/acre
Nemophila menziesii (Baby Blue Eyes) 1.5 lbs/acre
Lasthenia californica (Common Goldfields) 1.5 lbs/acre
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B. Areas with sandy, dry soil shall rece ive: Zorro Annual Fescue 6 lbs/acre, Rose Clover 9 lbs/acre
C. A fertilizer consisting of 15-15-15 shall be applied at a rate of one half pound per 1,000 square feet. Fertilizer shall be Natural-based, slow release, and balanced in N, P, & K.
D. Seed for creek banks shall conform to t he latest requirements of the California Department of Fish and Game.
PART 3 - EXECUTION
3.01 Site Preparations
A. Prior to start of landscaping work, review the site conditions to verify that final grades have been established, plant/turf beds are weed free, and the irrigation system is operational as shown on t he Plans and as indicated in the Specifications.
B. For landscaping within all street right- of-ways, conduct a soils analysis test of the existing soils and remove all lime-treated soils, aggregate base or other non-organic material to a minimum depth of two feet before planting or irrigation installation. Import topsoil to bring the finish grade to specified grades. Submit the soils analysis test results of the imported material prior to import.
C. Notify the Inspector immediately of any existing conditions which are unacceptable for the commencement of landscaping work.
3.02 Coordination of Work
A. Coordinate all work with other trades.
3.03 Preparation of Planting and Turf Areas
A. Upon completion of grading and underground activity, Contractor shall obtain a soils test as outlined in 1.06.
B. Place stockpiled topsoil in all areas to receive planting or turf to a minimum depth of twelve inches (12”).
C. Rip topsoil surface in two directions to a minimum depth of twelve inches (12”).
D. Spread soil amendments at the rate s indicated in the soils report.
E. Rototill amendments to recommended dep ths. Till amendments to a depth of 6” or as recommended by soils report.
F. Remove all rock and debris which are gr eater than ½ inch in areas to be turfed and one inch (1”) in areas to be planted.
G. All planted and turf areas to be smoot h and uniform in grade as shown on the Plans.
H. Planting areas to be sloped to drain as shown on the Plans.
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3.04 Storage of Plants and Trees
A. Protect materials from deteriorati on during delivery and storage. Adequately protect plants from drying out, exposure of roots to sun, wind or extremes of heat and cold temperatures. If planti ng is delayed more than 24 hours after delivery, set plants in a location protected from sun and wind. Provide adequate water to the root ball package during the shipping and storage period, including weekends and Holidays.
B. Soil moisture shall be maintained above wilting point and below field capacity for the root ball substrate or soil.
C. All plant materials must be available for observation prior to planting. Any plants determined to damaged or distressed due to improper watering may be rejected by inspector and shall be replaced at no cost to City.
3.05 Plant Installation
A. Tree and Shrub Planting
1. Remove only those plants which will be planted the same day. Place such plants in the proposed locations for review and accepted by the City prior to actual planting. Notify the Inspector a minimum of 48 hours prior to day of planting.
2. Dig planting pits as shown on the Plans and as shown in the Parks Construction Standards. Scarify the si des and bottom of pit to prevent glazing. Fill pit completely with water and allow the water to completely drain from the pit prior to actual planting.
3. Relocate any plantings taller than 6” in height that fall in front of any irrigation head in order to ensure proper coverage of the irrigation system.
4. For pits that retain water, comple tely penetrate the hardpan layer at the bottom of the pit and backfill with topsoil. Fill pit with water to test and ensure proper drainage.
5. Prior to tree planting a central leader needs to be established by structural pruning, as necessary. Codominant leaders need to be removed or suppressed by structural pruning. Re fer to the CALFIRE "Tree Training", "Tree Planting", and "Tree Quality" cue cards and "Tree and Plant Root Management Standard and Quality Expectations" contained in Section 5 of these Standards.
6. Plants shall be removed from their c ontainers only at the time of placement within the plant pit. Perform root pruning on all four sides of the root ball by shaving and cutting away the root ba ll periphery to reduce the amount of circling roots. Starting from the top and then cutting/slicing down to the bottom of the root ball. On a 15 gal c ontainer at least 1- 1.5 inches of the root ball periphery needs to be removed by slicing or shaving. On a 24” and 36”box tree at least 2 inches of the root ball periphery needs to be removed Project
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Section 32 90 00: Planting
by slicing or shaving. A sharp hand pruning saw needs to be used for the slicing or shaving of the root ball. Refer to the CALFIRE "Root Management" cue card contained in Section 5 of these Standards. This process will remove many girdling and circling roots deflected by the container wall and allows for root penetration within the planting basin. Spread all roots to the side to allow proper root development. Add native backfill and amendments as shown in the Parks Construction Standards and as recommended by the soils testing laboratory.
7. Plant tree at least three inches (2”) above grade on mount to prevent bowl effect. The tree’s beginning root flare must be located at top of grade with installed sod.
8. Carefully place plant into the plant pit without damaging the root ball. Water the backfill until saturated. For trees, water in by hand after planting using at least ten (10) gallons of water, minimum.
9. Construct berm and place tree stak es and install mulch per the Parks Construction Standards. Mulch is required for trees within the turf area.
10. Where mowing will occur, provi de an eight-foot (8’) minimum horizontal clearance between trees and other site improvements, including shrubs.
11. Tree ties should be installed via a figure eight loop and each tie shall be secured with a nail on the tree stake. Install two (2) Arbor Ties at 2/3 of tree height and two (2) Arbor Ties at ½ of tree height.
12. Tree stakes should be inserted into the ground to a minimum depth of 18".
B. Groundcover Planting
1. Place groundcover plants in neat, st raight, and parallel rows, triangularly spaced as shown on the Plans and as indicated herein.
2. Start the first row of planting at a distance equal to the on-center spacing required per plan, minimum, from the edge of the adjacent hardscape, mow band or header board.
3. Groundcover shall be installed to the outside edge of the water basins of trees or shrubs.
3.06 Seeding- Turf and Native
(Hydroseeding for turf or natural areas)
A. Lightly scarify areas to be hydroseeded.
B. Tank, hose and associated apparatus must be thoroughly clean and free of debris or other material prior to placement/spraying of seed.
C. Hydroseed turf mix shall contain the following:
Material Application Rate
Turf Seed Per Manufacturer’s Recommendations
Wood Cellulose Fiber Mulch 60 lbs. per 1,000 SF
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Binder Per Manufacturer’s Recommendation
Fungicide turf only 1/3 lb. per 1,000 SF
Fertilizer Per soils lab recommendation and as
approved by Parks, Recreation & Libraries
Department
Soil Conditioner Per Soil Conditioner soils lab
recommendation and as approved by
Parks, Recreation & Libraries Department
D. Blend mix in a hydraulic mixer until al l material is consistently blended.
E. Apply mix at a rate of 125 pounds per 1,000 square feet unless otherwise recommended by the manufacturer.
F. Spray mixture consistent ly over the area to be hydroseeded. Protect adjacent areas such as paving, walls, play areas and other from overspray.
G. At the end of each day of sprayi ng operations, clean up all areas where overspray has occurred.
H. Once seed is placed, it should not be allowed to dry out.
3.07 Sod- Turf
A. Remove all “humps” and depressions prior to sodding.
B. Keep all sod rolls shaded and moist prior to installation.
C. Do not store sod rolls more than one (1 ) day. Sod shall be laid upon delivery.
D. Unroll sod one at a time for immediate installation.
E. Provide tight seam between rolls of sod (less than 1/8” gaps).
F. Stagger rows so that the ends of sod rolls are stepped.
G. For turf areas where sod is partially provided, add topsoil at all transition edges to same as finish grade.
3.08 Mulch
A. Prior to placing mulch, apply post-emergent herbicide to any weeds present, per label directions.
B. Prior to placing mulch, apply pre-emer gent herbicide in all planting areas, per label directions.
C. Apply three inches (3”) of mulch in all landscape planter areas.
D. Keep mulch a minimum of three inches (3”) away from the trunks of all woody shrubs and four inches (4”) away from all trees. Taper mulch profile away from this point to prevent subsequent collection of mulch against trunks.
3.09 Watering
A. Upon completion of each planting or turf area, irrigate appropriately to ensure proper health and growth.
B. Continually adjust the irrigation for pl ant needs regardless of air temperature.
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3.10 Clean-up
A. Upon completion of planting operations, co llect and remove from site all empty plant containers, debris, rubbish and other trash.
B. Sweep clean and wash all hardscape areas.
C. Clean up shall occur, at minimum of once a week, at the end of the work week.
D. Maintain the entire site in a clean c ondition to the satisfaction of the City.
3.11 Pre-Final (Punch List) Review
A. See Section 011000 1.16 of the Summary of Work for notification process.
B. The following conditions must be met in order for planting to be considered towards substantial completion, as requi red to enter into the establishment period described in Section 011000, 1.16:
1. For seeded turf:
a. Upon completion of the second mowing of completely germinated turf.
Second mowing is defined as full coverage of turfed area 90% weed free. b. Root depth – Turf gra ss roots shall be healthy, creamy-white in color and be 4” or greater in length/depth as measured from the soil surface to root tip. This shall be consistent throughout turfed area.
c. Turf shall be of uniform green color with no visible signs of stress due to soil fertility, moisture, disease or pests.
2. For sodded turf:
a. Accepted installation of the sod.
b. Turf shall be of uniform green color with no visible signs of stress due to soil fertility, moisture, disease or pests.
3. For trees and shrubs:
a. Trees and shrubs shall be properly inst alled, and with no visible signs of stress due to soil fertility, moisture, disease or pests.
3.12 Establishment Period
A. Active maintenance is required throughout the entire establishment period:
1. Maintain turf to a height of two and one half inches (2-1/2”) for cool season turf varieties and one and one half inches (1-1/2”) for warm season turf varieties. Maintained height shall be measured from the surface of finish grade to the top of the leaf blade throughout the establishment period, and mowed as frequently as required to mainta in said height. At no time shall the leaf blade be mowed or cut more t han 1/3 of the length of the blade.
Root mass/depth must remain consis tent as measured at the start of establishment or greater.
2. Edge all turf areas along hardscape edges.
3. Re-seed all bare areas within the turf as soon as evident.
4. Immediately replace all dead plants.
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5. As necessary, raise all trees and shr ubs which have sunk within the plant pit beyond the levels indicated in the Standard details.
6. Keep all areas free of weeds, pests and disease.
7. For trees located in turf areas, mainta in a circle free of turf at a distance described in the Standard details
B. Prior to the start of the final thirty (30) days of establishment:
1. All plant replacements shall be completed.
2. All plantings and turf shall be thriving and in a healthy condition.
3. The lack of active maintenance prior to the final thirty (30) days may constitute a delay in the start of the final thirty (30) days of the establishment period.
3.13 Final Review
A. The Inspector shall review the site for completion of items noted, but not limited to, “B” below. All corrective action is required to enter into the final thirty (30) days of establishment.
B. The site shall be prepared for review, by ensuring that:
1. All spray heads hav e been properly adjusted,
2. Dead plants have been replaced,
3. Planting areas have been weeded,
4. Turf areas have full germination, are consistent in green color and are weed-free,
5. Walkways and paved areas have been swept and washed, and
6. Turf roots meet st andards outlined in 3.10
C. Failure to complete any one or all of the above items may constitute non- performance of the final review and will require re-scheduling. In this case, the cost of the extended establishment period shall be at no additional cost to the City.
PART 4 - GUARANTEE
4.01 General
A. Contractor shall provide a written guar antee covering all plant materials (trees & shrubs) furnished by him to be free of all defects or disease and that all plants are in a healthy and thriving condition at the completion of the contract.
Deciduous plant material shall be warr anted beyond the time of contract completion until such time as growth becomes evident.
(For all park construction projects)
B. All plants, except those provided by the City, shall be warrantied for a period of one (1) year, commencing on the date of final acceptance. The warranty shall be as outlined in Section 011000: Summary of Work, paragraph 1.19.
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(For all streetscapes, str eet landscape frontage, street medians and Lighting & Landscape District projects.)
C. All plants, except those provided by the City, shall be warrantied for a period of nine (9) months, minimum, commencing on the date of final acceptance.
Warrantee responsibilities expire upon acceptance and approval of the “Notice of Completion” for the overall development project. The warrantee shall be as outlined in Section 011000: Summary of Work, paragraph 1.19.
END OF SECTION
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Section 33 00 00: Utilities
SECTION 33 00 00
UTILITIES
PART 1 - GENERAL
1.01 General Requirements
A. The requirements set forth in the Gener al Conditions shall be in addition to the standards provided herein.
B. The requirements set forth in the S upplemental Conditions shall be in addition to the standards provided herein.
C. The standards set forth in the City of Roseville Design and Construction Standards, latest edition, for storm drainage throughout the project and for sanitary sewer installations within the public rights-of-ways, easements, or as shown on the improvement plans shall be in addition to the standards provided herein.
D. The standards set forth in the latest edition of the California Building Code (CBC) for sanitary sewer installation within the project site, outside of the public right-of-way or easement shall be in addition to the standards provided herein.
1.02 Description
A. Furnish all labor, materials and equipment for the complete installation of the storm drain system and sanitary sewer pipe, and necessary appurtenances as shown on the Plans and as specified herein.
B. Submit a materials listing for review and approval prior to commencement of specified work.
1.03 Related Work
A. Section 31 10 00: Clearing and Grubbing
B. Section 31 20 00: Earthwork
1.04 Safety Requirements
A. Furnish, install and maintain require d sheeting, shoring, bracing, and other methods to ensure complete and safe work environment for all workers. Upon completion of work, remove all bracing, shoring, etc. in it s entirely, unless otherwise directed by the Inspector.
B. Prior to excavation or trenching, the Contractor shall contact USA Alert (800) C. 227-2600 to locate all known utilities a minimum of 48 hours prior to start of work. During the course of constructi on, the Contractor shall take every precaution to maintain and protect utilities noted to remain. Said utilities shall remain operational at all times, unless otherwise noted on the plans.
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D. The existing utilities are shown on the Plans based on the information available at the time of contract document development. The City shall not assume responsibility for any inaccuracies or incompleteness of the Plans based on such information. The Contractor shall immediately notify, upon damage of any pipeline or facility, the Owner and/or its agents and take every action necessary to repair or replace damaged facilities to the satisfaction of the Inspector, and at no additional cost to the City.
E. Trenches, excavations and repair of pavem ent shall be consistent with Section 31 20 00: Earthwork.
1.05 Coordination
A. The piping system as shown on the Plans is diagrammatic. The Contractor shall make reasonable adjustments to the layout to avoid conflicts, based on actual field conditions. Said changes shall not in terfere with the design intent of the system.
1.06 Tolerance
A. The allowable tolerance for the installati on of pipe is 0.05 feet within grades or spot elevations indicated on the Plans.
1.07 Product Storage
A. Take every precaution to protect the materials and pipes from damage during the delivery, storage and inst allation of the pipe system. Store in a cool, contained area, protected from dire ct sunlight and per manufacturer’s recommendations. Pipe shall be supported on firm level ground at the site.
1.08 Record Drawings
A. The Contractor shall keep an accurate re cord of the as-built conditions of the storm drain and sanitary sewer system . These records shall be updated daily and kept at the construction site. At any time, the Inspector may examine the conditions of the “as-builts” to ensure compliance of the above.
PART 2 - PRODUCTS
2.01 General
A. All products shall conform to City of Roseville Design and Construction Standards, latest edition, except as noted below.
2.02 Drain Pipe
A. Solid drainpipe shall be PVC SDR 35 and shall conform to ASTM D1784, or accepted equal. Gasketed connections shall conform to ASTM F477.
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B. Perforated drainpipe shall be smoot h walled PVC, open per Caltrans Section 68-1.02K, or accepted equal.
2.03 Drain Rock
A. Drain rock shall be Class 2 washed, ¾” diameter.
2.04 Filter Fabric
A. Filter fabric shall be Mira DRAIN 5000, or accepted equal.
2.05 Drains
A. Drain Inlets shall be pre-cast and a mi nimum size of twenty-four inches (24”) square or round by Jensen Precast, or accepted equal.
1. Grate shall be heavy duty, ca st iron, walk-on, and bolt down.
2. Box extensions shall be Jensen Precast, or accepted equal.
3. The base shall be six inches (6”) thick.
4. Walls shall be six inches (6”) thick.
5. A “No Dumping” Metal Storm Drain Marker shall be affixed to the concrete color of each drain inlet (See Detail DR-20)
6. Contractor may install cast -in-place drain inlets in lieu of pre-cast drain inlets.
Submit shop drawings and concrete mix design for review and approval.
B. Channel Drains for baseball/softbal l backstop areas shall be Polycast 600 series pre-sloped trench drains with galvanized steel slotted grates or accepted equal.
C. Sanitary sewer clean outs shall be as s pecified in the City of Roseville, Design and Construction Standards, latest edition.
2.06 Manholes
A. Manholes shall have tongue and groove joints, be forty-eight inches (48”) minimum in diameter, meeting ASTM C-478.
B. Covers shall be cast iron.
C. All components shall conform to the Ci ty of Roseville Design and Construction Standards, latest edition.
2.07 Tracer Wire
A. Insulated solid copper wire, minimum #12 gauge. Color shall be green.
2.08 Sanitary Sewer Pipe
A. Vitrified clay pipe (VCP) shall be as specified in Section 91 Sanitary Sewer in the City of Roseville, Design and Construction Standards, latest edition.
B. PVC SDR 35 may be used for drinking fountain drain applications only, with prior approval, and shall conform to ASTM D3034.
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2.09 Potable Water Warning Tape
A. On sites with both Recycled water and potable water lines. Blue plastic tape, 3 inches wide, with the words “CAUTION: POTABLE WATERLINE” imprinted in minimum 1-inch high, black letters. Imprinting shall be continuous and permanent.
2.10 Other (Specify)
A. Additional products not listed in City Standard.
PART 3 - EXECUTION
3.01 General
A. All pipes shall slope uniformly from given elevations shown on the Plans.
B. All pipes shall be accurately laid true to line and grade, utilizing accepted construction methods.
C. Damaged or cracked pipe and fittings shall not be installed and shall be removed from site.
D. Install all pipe in locations shown on the Plans, except where existing conditions necessitate minor changes.
E. All pipe and fittings shall be kept clean and closed throughout the course of construction.
F. Connections to existing sanitary se wer stubs shall be “TV-ed” and air tested prior to the start of construction per the City of Roseville Design and Construction Standards, latest edition.
3.02 Installation
A. Installation of the specified pipe lines shall conform to the City of Roseville Design and Construction Standards, latest edition.
B. Notify the Inspector a minimum of 48 hours prior to covering of work to ensure timely inspections.
C. Cutting of AC or concrete paving sha ll be clean, vertical and straight, using a saw, or other tool specific to this application. Replace paving to existing or better condition prior to work.
D. Trench and backfill shall be per City of Roseville Design and Construction Standards, latest edition.
E. Catch basins and drain inlets shall be installed with a concrete collar with “No Dumping” message and fish symbol depressed into the concrete or bolted in place, consistent with Drawing DR- 20 the City of Roseville Design and Construction Standards, latest edition.
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F. Drain inlets installed in mulched plant er areas shall have a 12-inch wide collar of 2- to 6-inch river cobble placed over filter fabric.
G. Channel drains shall be set per manufacturer’s instructions. Place slotted grates along the entire length of the backstop, including wing fencing, wherever concrete is placed adjacent to the backstop system. Provide a below grade piped connection at all gate openings into the infield area. Do not install grated drain sections at these entry/exit points.
H. Manholes shall be per City of Roseville Design and Construction Standards, latest edition. Install grate flush with finish grade.
I. Sanitary Sewer Clean-outs shall be inst alled with 3M ball markers and shall be located within planted or turf areas, whenever possible. Place clean-outs at 100’ intervals throughout the project. Clean-outs shall not be located within play areas. Install per City of Roseville Design and Construction Standards, latest edition.
J. Upon completion, thoroughly flush storm drain system in the presence of the Parks Inspector.
K. Installation of additional products not listed in the City Standards.
3.03 Tracer Wire
A. Install tracer wire on top of the potable water lines B. Tracer wire shall be continuous with no splices.
3.04 Potable Water Warning Tape
A. To be used on all potable water piping installed within the same project limits as on-site recycled water piping.
B. Install plastic warning tape in pipe backf ill, six inches above pipe, for the entire length of the pipe.
3.05 Cleaning
A. Keep site clean at all times. Remove from the site all debris and rubbish and legally dispose.
END OF SECTION
Section 5:
FORMS & QUALITY EXPECTATIONS
Parks, Recreation & Libraries Department
7. Po
wer on the controller. The power light on the Airlink device should illuminate.
8. Contact site inpector to activate wireless service. This should be done at least one week prior to the Calsense controller inspection.
Calsense Controller - Third Party Communications Installation
1. Ensure all Calsense components are installed and functional. Power down the controller.
2. Ensure the GR Stubby antenna is mounted on top of the controller. If i t is not mounted, a 1/2" hole must be dri
lled to insert the antenna into the top right-hand corner of the cabinet. (see picture)
3. Attach Sierra Wireless Airlink device to the rear of the Calsense control board, next to the pre-installed Calsense modem. Ensure enough space is given for the power and ethernet connectors. (see picture)
4. Attach GR Stubby antenna cable to Airlink de vice on "Cellular" port. (see pi cture)
5. Attach ethernet cable to the "Ethernet" ports on both the Airlink device and Calsense modem. (see pi cture)
6. Attach the AC adapter to the "DC Power" port on the Airlink de vice, then plug into one of the power outlets on the lower half of the controller. (see picture)
City of Roseville, Parks, Recreation & Libraries
Water Audit Guidelines
Coverage Tests and Irrigation Audits for City of Roseville Parks and Streetscapes
Purpose:
• Maximize irrigation water efficiency by ensuring proper installation and functioning of irrigation system as designed.
• Analyze water requirements and irrigation use in the context of each site’s unique conditions.
• Develop irrigation schedules based on water requirements, quality and availability.
• Make maintenance recommendations to keep the irrigation system working reliably and cost effectively.
Coverage Tests:
• Prior to planting, the Contractor shall perform a coverage test to confirm that water coverage is complete and adequate, and produces no overspray onto hardscapes.
• Performed on the entire irrigation system and in the presence of the Parks Inspector.
• The irrigation system must be connected to the City water system through the water meter. Temporary connections are not allowed.
• For park projects with turf:
o Survey of the Distribution Uniformity (Low Quarter) of each irrigation zone containing turf to be performed prior to planting of turf. o The irrigation system must be 100% complete, including functionality of the irrigation controller and booster pump, if present. o Reported deficiencies in Distribution Uniformity may require corrective measures prior to approval of turf planting.
Irrigation Audits:
• A landscape irrigation audit shall be performed after all landscape and irrigation is installed and 100% complete.
• All landscape irrigation audits shall be conducted by a third party certified landscape irrigation auditor. Landscape audits shall not be conducted by the person who designed the landscape or installed the landscape. • The water audit shall conform to the specific water audit requirements of the City of Roseville Environmental Utilities Department, and any supplemental requirements from the City of Roseville Parks, Recreation & Libraries
City of Roseville, Parks, Recreation & Libraries
Water Audit Guidelines
Department. The contractor shall submit a comprehensive landscape irrigation audit. This shall include, but is not limited to:
o A completed Field Audit Submission Package (City of Roseville provided forms only)
o Complete system evaluation, including site conditions, system and flow data.
o Scheduling parameters used to set the irrigation controller. o An Irrigation schedule for the landscape provided to the owner. • A minimum of 25% of all zones shall be audited. The 25% minimum shall be a representative sample of each irrigation method present (i.e. Rotors, bubblers, rotary nozzles, drip, etc.), and is in addition to any turf zones audited during the coverage test.
• Any deficiencies noted in the audit report such as, but not limited to, run-off, overspray, obstruction of spray patterns, etc., shall be corrected and signed off as such by the original irrigation auditor prior to submission of the report. Do not submit audit reports with uncorrected deficiencies.
Best Management Practices for Preparing for a Water Audit System tune-up • Level and adjust sprinkler heads flush with finish grades or as outlined in the
Parks Construction Standards.
• Flush all nozzles, unplug any plugs.
• Adjust spray patterns to eliminate
overspray over hardscapes, fences and
walls.
• Double check all heads are matched
precipitation rates per station.
Calculate correct run times.
Develop water schedules based on weather
and/or fine tune the water schedules
• Recognize that each station’s
performance will vary. Adjust schedules
outlined in the approved plans
accordingly.
• Reflect changes in actual site conditions
and microclimates.
• Make notations of schedule adjustments
on the as-built plans.
Test operating pressures • Test pressure at the point of connection (after the backflow), middle of the
system and at the end of the system.
• Consider pressure changes at build-out.
*excerpted from “Certified Landscape Irrigation Auditor” book by the Irrigation Association.
Section 6:
PARKS STANDARD DETAILS
Parks, Recreation & Libraries Department
PARKS CONSTRUCTION STANDARDS
INDEX
IRRIGATION
2021 2023 PARKS
STANDARDS
CONTROLLER PK-1
MASTER VALVE - CALSENSE PK-2
NOT IN USE PK-3
RECYCLED WATER FILTER PK-4
PIPE AT PAVEMENT PK-5
PIPE TRENCH PK-6
POP-UP ROTOR PK-7
POP-UP SPRAY PK-8
ROOT WATERING SYSTEM PK-9
THRUST BLOCK PK-10
VALVE - 3" AND SMALLER PK-11
VALVE - 4" AND LARGER PK-12
VALVE - DRIP CONTROL PK-13
VALVE - QUICK COUPLING PK-14
VALVE - REMOTE CONTROL AT GRADE PK-15
DRIP FLUSH VALVE AND OPERATION INDICATOR PK-16
LANDSCAPE
GROUNDCOVER PLANTING PK-17
SHRUB PLANTING PK-18
SHRUBS ON SLOPES PK-19
TREE PLANTING PK-20
TREES ON SLOPES PK-21
MISCELLANEOUS
BARBEQUE PK-22
DRINKING FOUNTAIN PK-23
PICNIC TABLE AND BENCH INSTALLATION HEIGHTS PK-24
HEADER PK-25
KEYSTONE SEAT WALL/ RETAINING WALL PK-26
MOWBAND PK-27
PARK IDENTIFICATION SIGN PK-28
SECURITY LIGHT WITH CONCRETE COLLAR PK-29
PAVING
ASPHALT CONCRETE PAVING PK-30
CONCRETE PAVING PK-31
CONTROL JOINTS PK-32
DECOMPOSED GRANITE PAVING PK-33
PLAY AREAS
PLAY AREA - ACCESS RAMP “A” PK-34
PLAY AREA - ACCESS RAMP “B” PK-35
PLAY AREA - CONCRETE CURB PK-36
PLAY AREA - DRAIN PK-37
PLAY AREA - PERFORATED PIPE DRAIN PK-38
PARKS CONSTRUCTION STANDARDS
INDEX
BOLLARDS & FENCES (ACCESS RESTRICTIONS)
2021 2023 PARKS
STANDARDS
STATIONARY BOLLARD PK-39
CHAIN LINK FENCE PK-40
POST AND CABLE FENCE PK-41
NOT IN USE PK-42
BIKE TRAILS
BIKE TRAIL -– SECTION NOT IN USE PK-43
BIKE TRAIL -– STRIPINGNOT IN USE PK-44
SPORTS FIELDS
NOT IN USE PK-45
NOT IN USE PK-46
BALL FIELD LAYOUT PK-47
DUGOUT LAYOUT PK-48
INFIELD EDGE DRAIN & WARNING TRACK PK-49
SIDELINE FENCE PK-50
SKINNED INFIELD IRRIGATION LAYOUT PK-51
NOT IN USE PK-52
HORSESHOE COURT LAYOUT PK-53
VOLLEYBALL COURT LAYOUT PK-54
BASKETBALL HALF-COURT LAYOUT PK-55
°
°
°°
°°
°
°
°° °
°
°
DEDICATED 20##PARK NAME### PARK ADDRESS
"Add Quote Here"(See note 4 & 5)
°
°
°°
COUNCIL COMMUNICATION
CC #:
2845
File #:
0216-02
Title:
Roseville Employees Annual Charitable Hearts Fund - Roseville Municipal Code Amendment
Contact:
Tobi Thomas 916-746-1368 [email protected]
Meeting Date: 8/2/2023
Item #: 7.6.
RECOMMENDATION TO COUNCIL
Staff recommends that the City Council introduce for first reading an ordinance amending Section
4.07.030 of the Roseville Municipal Code regarding expenditures of money of the Roseville Employees Annual Charitable Hearts (REACH) Fund.
BACKGROUND
The Grants Advisory Commission (GAC) is composed of seven members (and one non-voting youth commissioner) appointed by the Roseville City Council for overlapping terms.
The GAC conducts an annual grants funding cycle where it reviews grant applications for the award of Citizens Benefit Fund (CBF) and Roseville Employees Annual Charitable Hearts (REACH) fund monies. Typically, the annual funding cycle period commences in January and closes in May, and then the GAC's funding recommendations are forwarded to the City Council for final approval in or around June.
The REACH fund, which was established around 2003, is a community giving fund through which Roseville employees can donate to charities through payroll deductions, and retirees and occasionally private contributors can contribute as well. These funds are disbursed for the purpose of improving the quality of life for youth, seniors and families in Placer County (RMC
4.07.030). Through the REACH program, City staff can make one-time and/or annual pledge donations to an entity of their choice from an established list. Donations are set up as pre-tax payroll deductions. One hundred percent of donations go towards the chosen recipients.
During the FY2023-24 grant application process, a question was raised that REACH funds are available to any non profit within Placer County. The municipal code reads, "The city council shall, after receiving the recommendation of the Roseville grants advisory commission, annually appropriate 100 percent of the interest and principal of the Roseville employees annual charitable hearts fund for the purpose of improving the quality of life for youth, seniors, and families in Placer
County
." (RMC, § 4.07.030.) Placer County is a very large territory extending from Roseville boundaries into as far as portions of Lake Tahoe/Truckee areas. According to the Historical Assessment Report from 2013, mention is made of a narrower intent and practice of having the priority of South Placer County rather than all of Placer County.
Staff is asking the City Council to amend the language concerning applicant eligibility for REACH funds in the municipal code from Placer County to the City of Roseville. The proposed language would then read, "...for the purpose of improving the quality of life for youth, seniors, and families in the City of Roseville."
FISCAL IMPACT
This will have no fiscal impact to the General Fund.
ENVIRONMENTAL REVIEW
The California Environmental Quality Act (CEQA) only applies to projects which have the potential to cause a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA environment (CEQA Guidelines §15061(b)(3)).
CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Goal A - Remain fiscally responsible in a changing world Goal B - Support community engagement and advocacy
Respectfully Submitted,
Tobi Thomas, Management Analyst
Dion Louthan, Assistant City Manager
_____________________________
Dominick Casey, City Manager
ATTACHMENTS:
Description
Ordinance (redline)
ORDINANCE NO. ____
ORDINANCE OF THE COUNCIL OF THE CITY OF ROSEVILLE AMENDING SECTION
4.07.030 OF CHAPTER 4.07 OF TITLE 4 OF THE ROSEVILLE MUNICIPAL CODE
REGARDING EMPLOYEES ANNUAL CHARITABLE HEARTS FUND
THE CITY OF ROSEVILLE ORDAINS:
SECTION 1. Chapter 4.07 of Title 4 of the Roseville Municipal Code is hereby amended to read as follows:
Chapter 4.07 ROSEVILLE EMPLOYEES ANNUAL CHARITABLE HEARTS FUND
SECTION 2. Section 4.07.010 of Chapter 4.07 of Title 4 of the Roseville Municipal Code is hereby amended to read as follows:
4.07.010 Roseville Eemployees annual charitable hearts fund established.
There is hereby established the Roseville employees annual charitable hearts fund.
SECTION 3. Section 4.07.030 of Chapter 4.07 of Title 4 of the Roseville Municipal Code is hereby amended to read as follows:
4.07.030 Expenditures of money.
2 The city council shall, after receiving the recommendation of the Roseville grants advisory commission, annually appropriate 100 percent of the interest and principal of the Roseville employees annual charitable hearts fund for the purpose of improving the quality of life for youth, seniors, and families in Placer Countythe City of Roseville. Private donors may specify that their donations be appropriated for purposes other than those listed in this section and the city council will attempt to honor those requests. In the event the city council cannot honor specific requests, donations will be appropriated for the purpose of improving the quality of life for youth, seniors, and families in Placer Countythe City of Roseville.
SECTION 4. This ordinance shall be effective at the expiration of thirty (30) days from the date of adoption.
SECTION 5. The City Clerk is hereby directed to cause this ordinance to be published in full at least once within fourteen (14) days after it is adopted in a newspaper of general circulation in the City, or shall within fourteen (14) days after its adoption cause this ordinance to be posted in full in at least three (3) public places in the City and enter in the Ordinance Book a certificate stating the time and place of said publication by posting.
PASSED AND ADOPTED by the Council of the City of Roseville this ___ day of _______________, 20__, by the following vote on roll call:
AYES COUNCILMEMBERS:
3 NOES COUNCILMEMBERS:
ABSENT COUNCILMEMBERS:
______________________________
MAYOR
ATTEST:
_________________________________
City Clerk
COUNCIL COMMUNICATION
CC #:
6697
File #:
0323 & 0201-01
Title:
Officer Wellness and Mental Health Grant Award - Budget Adjustment Contact:
Mark Peinado 916-774-5021 [email protected]
Meeting Date: 8/2/2023
Item #: 7.7.
RECOMMENDATION TO COUNCIL
Staff recommends that the City Council accept $89,867 in grant funds from the Board of State and Community Corrections, through the Officer Wellness and Mental Health Grant Program and adopt an ordinance approving a budget adjustment for the funding.
BACKGROUND
The Officer Wellness and Mental Health Grant Program, established in the 2022 Budget Act (Assembly Bill 178, Chapter 45, Statutes of 2022), provides $50 million for city and county law enforcement agencies for the purpose of improving officer wellness and expanding mental health sources.
The allocation of funds for each eligible agency was determined based on the number of peace officers that are employed. Through the Board of State and Community Corrections, the Roseville Police department was awarded $89,867 in grant funding.
The funding may be used for any of the following purposes:
Establishing or expanding officer wellness units
Establishing or expanding peer support units
Services provided by a licensed mental health professional, counselor or other professional that works with law enforcement
Expanding multiagency mutual aid programs focused on officer wellness and mental health Other programs and services that are evidence-based or have a successful track record of enhancing officer wellness
The Roseville Police Department plans to use grant funding to expand its current Peer Support and Wellness programs by providing additional resource training, courses led by a licensed family therapist, and purchasing new gym equipment.
FISCAL IMPACT
The recommended budget adjustment will appropriate $89,867 of grant funding in the City's Grants Fund. The budget adjustment will have no impact on 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. A budget adjustment meets the above criteria and is not subject to CEQA. No additional environmental review is required.
CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Goal C - Maintain a safe and healthy community
Respectfully Submitted,
Mark Peinado, Management Analyst
Troy Bergstrom, Police Chief
_____________________________
Dominick Casey, City Manager
ATTACHMENTS:
Description
Ordinance 6697
Budget Adjustment
Grant memo
ORDINANCE NO. 6697
ORDINANCE OF THE COUNCIL OF THE CITY OF ROSEVILLE
AUTHORIZING CERTAIN AMENDMENTS TO THE FISCAL YEAR 2023-24
BUDGET AND DECLARING THIS ORDINANCE TO BE IMMEDIATELY
EFFECTIVE AS AN APPROPRIATION MEASURE
THE CITY OF ROSEVILLE ORDAINS:
SECTION 1. The City of Roseville Annual Budget, Fiscal Year 2023-24, is hereby amended as listed on the attached budget adjustment for a grant award from the Board of State and Community Corrections, through the Officer Wellness and Mental Health Grant Program.
SECTION 2. This ordinance is hereby declared to be an appropriation measure, immediately effective pursuant to the provisions of Section 5.03 of the Charter.
SECTION 3. The City Clerk is hereby authorized and directed to post a true copy of the foregoing ordinance in each of three (3) conspicuous locations in the City and she shall immediately after such posting enter in the ordinance book, under the record of the ordinance, a certificate under her hand stating the time and place of such publication by posting.
PASSED AND ADOPTED by the Council of the City of Roseville, this day of , 2023, by the following vote on roll call:
AYES COUNCILMEMBERS:
NOES COUNCILMEMBERS:
ABSENT COUNCILMEMBERS:
MAYOR
ATTEST:
City Clerk
RosEflLLE REQUEST FOR BUDGET ADJUSTMENT
CA Ltf O NtA
REQUESTER NAME & TITLE: Mark Peinado/ Management Analyst PREPARER NAME & TITLE: Mark Peinado / Management Analyst FISCAL YEAR: 2023-2024
COUNCIL DATE (if applicable}: 08/02/2023
DEPARTMENT/D IVISION, _P_o_li _ce_D_e.._p_art_ m_en_ t_/_A_d_m_ i_ni_s _tr_at_io_n ________ ORDINANCE:
EXPENDITURES/EXPENSES/TRANSFERS OUT
ACCOUNT STRING BUDGET($) DESCRIPTION Fund Account Center Project Adjustment 2270 5461 84001 700053 30 ,000 Training budget for Officer Wellness and Peer Support 2270 5395 84001 700053 59,867 Equipment budget for Officer Wellness program TOTAL 89,867
REVENUES/TRANSFERS IN
ACCOUNT STRING BUDGET($) DESCRIPTION
Fund Account Center Project Adjustment
2270 4410 84001 700053 89,867 Increase proJect revenue budget tor total amount of grant reimbursement
TOTAL 89,867
NET ADJUSTMENT - I
FUND BALANCE
ACCOUNT STRING BUDGET($) DESCRIPTION Fund Account I Center I Project Adjustment
TOTAL -
Justification for Budget Adjustment:
The Roseville Police Department was awarded $89,8 67 through the Board of State and Community Corrections, Officer Wellness and Mental Health Grant Award. The purpose of this grant award is to improve officer wellness and expand mental health sources. The Roseville Police Department will use this funding to expand existing officer wellness and peer support programs within the department. This Budget Adjustment increases the revenue and expenditure budget for project No.700053 by the total grant award of $89,8 67.
REQUIRED APPROVALS:
DATE BUDGET MANAGER/ DESIGNEE DATE
CHIEF FINANCIAL OFFICER/ DESIGNEE DATE CITY MANAGER/ DESIGNEE DATE BUDGET DEPARTMENT USE ONLY:
POSTED BY DATE
Revised: June 24, 2019
7/10/20232:16 PM
DATE: December 21, 2022
TO: Police Chiefs and Sheriffs
FROM: Linda Penner, Chair
SUBJECT: OFFICER WELLNESS AND MENTAL HEALTH GRANT AWARD
I am pleased to let you know that the BSCC has begun processing the Officer Wellness and Mental Health grants, which were included in the Budget Act of 2022. All eligible law enforcement agencies will receive their payment by February 15, 2023. This memorandum provides further information about the purposes of the grant, and requests your assistance in identifying the person in your agency who will be responsible for required data reporting.
This disbursement is being made in accordance with Assembly Bill 178, Chapter 45, Statutes of 2022, Item 5227-121-0001. This funding is available to all city and county law enforcement agencies employing officers described in Section 830.1 of the Penal Code. The Officer Wellness grant is for the purpose of improving officer wellness and expanding mental health sources as follows:
1. Establishing officer wellness units or expanding existing officer wellness units.
2. Establishing peer support units or expanding peer support units.
3. Services provided by a licensed mental health professional, counselor, or other professional that works with law enforcement.
4. Expanding multiagency mutual aid programs focused on officer wellness and mental health.
5. Other programs or services that are evidence based or have a successful track record of enhancing officer wellness.
For further information about this funding and to identify the amount of funding allocated to your agency, please visit the Board of State and Community Corrections’ webpage for the Officer Wellness and Mental Health Grant available at https://www.bscc.ca.gov/officer-wellness-and-mental-health-grant-program/.
Provision 2 of the Budget Act requires each grant recipient to submit an expenditure report and a final impact report no later than December 1, 2025. Additionally, grant recipients will submit a brief annual expenditure report. Reports will be provided to the Commission on Peace Officer Standards and Training (POST). Detailed information regarding reporting requirements and reporting requirement webinars will be sent out in early 2023.
Officer Wellness & Mental Health Grant Recipients
Please send the name and email address of the individual(s) within your agency who will be responsible for the implementation and reporting requirements for this grant to [email protected] by February 28, 2023 so they may receive additional information regarding detailed reporting requirements, webinars, and deadlines.
If you have any questions regarding this funding distribution, please email [email protected] and a BSCC staff member will respond.
Sincerely,
LINDA PENNER
Chair
Board of State & Community Corrections
COUNCIL COMMUNICATION
CC #:
2850
File #:
0800-02 & 0201-01
Title:
Water Forum 2.0 - Interagency Agreement for Cost-Sharing and Budget Adjustment Contact:
Sean Bigley 916-774-5513 [email protected]
Meeting Date: 8/2/2023
Item #: 7.8.
RECOMMENDATION TO COUNCIL
Staff recommends that the City Council adopt a resolution to authorize the City Manager to execute the proposed Interagency Agreement For Cost-Sharing the FY2023-24 and FY2024-25 Water Forum 2.0 Agreement; and adopt an ordinance to approve the attached FY2023-24 Budget Adjustment of $52,208 for the Water Utility Administration FY2023-24 budget, funded from the Water Operations Fund which receives revenue from water utility sales.
BACKGROUND
The Water Forum was established in the mid-1990s with the goal of developing a collaborative plan to ensure reliable water supplies for the Sacramento region while also safeguarding the region’s vital environmental resources.
The Water Forum consists of a diverse group of stakeholders, including business and agricultural leaders, citizen groups, environmentalists, water managers, and local governments in the Sacramento region. The City of Roseville has been a Water Forum participant from the very beginning.
Together, this group works towards achieving two coequal objectives:
• Provide a reliable and safe water supply for the region's economic health and planned development to the year 2030; and,
• Preserve the fishery, wildlife, recreational, and aesthetic values of the Lower American River.
After years of negotiations, in April 2000, the City of Sacramento, the County of Sacramento, and 39 other stakeholders (including the City of Roseville) signed the Water Forum Agreement (WFA). The WFA encompasses a comprehensive set of integrated actions aimed at providing a regional solution for water shortages, environmental restoration, groundwater management, and economic prosperity.
The WFA was one of the first of its kind—a voluntary agreement that has served as a guiding framework for visionary water management solutions that have served to protect the river, foster regional vitality, and provide benefits that extend beyond the Sacramento region.
The Water Forum Successor Effort
To ensure the long-term effectiveness of the WFA, the Successor Effort was established. Its purpose is to maintain strong relationships among the stakeholders, establish early warning systems for potential issues, and creatively resolve emerging challenges.
Over the years, the Water Forum Successor Effort has played a crucial role in facilitating collaboration among the diverse interests of our region, allowing the Sacramento Region to collectively address the challenges posed by extreme drought conditions, regulatory actions, and other pressures (often from outside of the Sacramento region) that endanger our community's water supplies, environment, and quality of life. It has provided a vital avenue for us to come together and find solutions to safeguard the Lower American River and Parkway, as well as ensure continued access to reliable water supplies.
The Water Forum’s work has included:
Drought Response: The Successor Effort has demonstrated its ability to adapt to evolving water supply conditions and regulations. In particular, during periods of extreme drought, the Water Forum plays a pivotal role by facilitating dry year meetings. These meetings serve as a valuable platform where water purveyors, environmentalists, business interests, and agencies such as the U.S. Bureau of Reclamation can come together to share information and engage in discussions about strategies to meet the pressing water needs of both urban areas and the environment during critically dry years. This collaborative approach helps ensure effective responses and sustainable management of water resources in challenging drought conditions.
Compliance with the Sustainable Groundwater Management Act (SGMA): The Successor Effort has played a vital role in supporting the implementation of SGMA, which was enacted in early 2015. As sub-basins within Sacramento County and Placer County have worked on developing groundwater sustainability plans to meet the SGMA requirements before the January 31, 2022, deadline, the Water Forum provided valuable assistance. Through the provision of technical staff and facilitation support, the Water Forum actively supported and facilitated these efforts, ensuring that the sub-basins had the necessary resources and expertise to comply with SGMA's regulations effectively.
Modified Flow Management Standard (MFMS): The Successor Effort developed a flow standard for the Lower American River, refined over the past two decades, to protect, restore, and maintain sufficient temperatures for salmon and steelhead while improving the reliability of water supplies for people. The MFMS uses the best available science to set minimum river flows and storage targets for Folsom Reservoir and represents a crucial element of the Water Forum’s work:
Advising and working in partnership with federal and state agencies to guide decisions about the Lower American River.
Cutting-Edge Science: The Water Forum Successor Effort is grounded in cutting-edge science.
Over the past 20 years, the Water Forum has made significant contributions to the science of anadromous fish and other species that live in the Lower American River.
Habitat Enhancement: Each year, the Water Forum Successor Effort partners with federal, state and local agencies to enhance habitat for salmon and steelhead in the Lower American River. This is the Habitat Conservation, Monitoring, and Evaluation Program (HME) element of the Water Forum Agreement.
The responsibility to contribute funding for a portion of the HME is another outcome of the WFA.
The HME consists of five programmatic components that collectively address flow, temperature, physical habitat, and recreation issues for the Lower American River. The City of Sacramento and Sacramento County committed to annual funding for the HME upon signing the WFA.
The Water Forum continues to collaborate successfully with the Bureau of Reclamation, County Parks, and the City of Sacramento to implement these projects. Through this program, Water Forum staff has effectively leveraged City of Sacramento and Sacramento County funding to secure additional grants for projects benefiting the Lower American River, investing more than $7 million in the past decade to create protected places for salmon and steelhead to reproduce and rear their young. This includes enhancing over 30 acres of spawning beds and 1.2 miles of side channels, which are prime rearing zones, in the Lower American River.
Water Forum 2.0
The water landscape has undergone significant transformations since the signing of the WFA in 2000. Climate change, in particular, poses severe threats to the region’s water supplies and the environment of the Lower American River and Parkway. Moreover, new and challenging state regulations and processes have emerged, potentially impacting the WFA coequal objectives of ensuring water supply reliability and environmental stewardship.
In April 2020, the Water Forum stakeholders initiated a review and renegotiation of the original WFA, known as Water Forum 2.0. This process involves a comprehensive review and revision of the historic WFA, with the aim of providing guidance for the region's environmental stewardship over the next three decades. Water Forum staff members have been actively engaging with stakeholders in a multi-year effort to update the WFA, which includes exploring alternative funding options for the ongoing Water Forum 2.0 process. While the County of Sacramento and the City of Sacramento have been the primary funding sources since 2000, the participating Water Forum members have recognized the need to develop a more sustainable and fair funding agreement as part of the WFA update process.
Looking ahead, with the expiration of the current WFA at 2030, Water Forum members are working to establish a new agreement, acknowledging the value and necessity of the Water Forum's ongoing work.
FISCAL IMPACT
Staff recommends the approval of the attached FY2023-24 Budget Adjustment of $52,208 for the first year of Water Forum 2.0 negotiations paid from the Water Utility Administration FY2023-24 budget, funded from the Water Operations Fund which receives revenue from water utility sales.
Staff also plans to include $52,208 in the proposed FY2024-25 budget for the second year of the agreement.
The total proposed cost share amount for the City of Roseville for the Water Forum 2.0 negotiation process over the two fiscal years is $104,416. Among the 20 water agencies and interested parties participating in the Water Forum 2.0 process, the total amount of contributions to the Water Forum 2.0 negotiations, over the two fiscal years, is $1,141,000.
ENVIRONMENTAL REVIEW
The California Environmental Quality Act (CEQA) does not apply to activities that will not result in a direct or reasonably foreseeable indirect physical change in the environment, or is otherwise not considered a project as defined by CEQA Statute §21065 and CEQA State Guidelines §15060(c)(3) and §15378.
The proposed Interagency Agreement for Cost Sharing and budget adjustment meet the above criteria and are not subject to CEQA. No additional environmental review is required.
CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Goal B - Support community engagement and advocacy
Goal F - Invest in well-planned infrastructure and growth
Respectfully Submitted,
Sean Bigley, Environmental Utilities Assistant Director Richard Plecker, Environmental Utilities Director
_____________________________
Dominick Casey, City Manager
ATTACHMENTS:
Description
Resolution 23-327
Water Forum 2 Funding Agreement
Ordinance 6698
Budget Adjustment
RESOLUTION NO. 23-327
APPROVING AN INTERAGENCY AGREEMENT FOR COST-SHARING, AND
AUTHORIZING THE CITY MANAGER TO EXECUTE IT ON BEHALF OF
THE CITY OF ROSEVILLE
WHEREAS, an Interagency Agreement for Cost-Sharing the FY2023-24 and FY2024-25 Water Forum 2.0 Agreement for the Sacramento City-County Office of Metropolitan Water Planning, has been reviewed by the City Council; and
WHEREAS, the proposed $52,208 FY2024-25 Water Forum 2.0 contribution from the City of Roseville will only be paid on the following conditions:
(1) that the $52,208 contribution be included in an approved FY2024-25 City budget; and (2) that such payment only occur on or after July 1, 2024; and (3) that such payment only occur upon verification that $52,208 exists in the FY2024-25 approved City budget by the Assistant City Manager/Chief Financial Officer.
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that said agreement is hereby approved and that the City Manager is authorized to execute it on behalf of the City of Roseville.
BE IT FURTHER RESOLVED that the City of Roseville’s FY2023-24 contribution is hereby approved.
BE IT FURTHER RESOLVED that the City of Roseville’s FY2024-25 contribution will be paid once the conditions listed above have been met.
PASSED AND ADOPTED by the Council of the City of Roseville this day of , 20 , by the following vote on roll call:
AYES COUNCILMEMBERS:
NOES COUNCILMEMBERS:
ABSENT COUNCILMEMBERS:
MAYOR
ATTEST:
City Clerk
Interagency Agreement
For Cost-Sharing the Fiscal Year (FY) 2023-24 and FY 2024-25 Water Forum 2.0 Agreement for the City of Sacramento, on behalf of the Sacramento City-County Office of Metropolitan Water Planning
THIS AGREEMENT is made and entered into on July 1, 2023, by the City of Sacramento (on behalf of the Sacramento City-County Office of Metropolitan Water Planning (CCOWMP), as known as the “Water Forum”); and among the agencies listed below in Table 2 and Table 3.
Table 1 provides the total potential contribution to the Water Forum 2.0 Project from funding sources outside of the Water Forum’s annual operating budget. The costs have been distributed by the partners based on a negotiated amount. Several parties, as noted, are providing funding as shown in Table 2 for FY 23-24 and FY 24-25; and for FY 23-24 only as shown in Table 3. In addition, several agencies are listed in Table 1 that are not party to this agreement, but that are contributing to the Water Forum 2.0 Project and are covered under separate agreements (Section III). Please see Attachment 1 for information on the Water Forum 2.0 Project scope and budget.
Table 1. Water Forum 2.0 Project Contributions By Agency Per Fiscal Year Agency Amount
FY 23-24 FY 24-25 Total
California-American Water Company $58,100 $58,100 $116,200 Carmichael Water District $16,530 $16,530 $33,060
Citrus Heights Water District2 $28,629 $28,629 $57,258 City of Folsom $32,124 $32,124 $64,248
City of Folsom (Ashland) 2 $1,455 $1,455 $2,910
City of Roseville $52,208 $52,208 $104,415
City of Sacramento, Department of Utilities $86,571 $86,571 $173,141 Del Paso Manor Water District $2,441 $2,441 $4,881
East Bay Municipal District (EBMUD) 1 $12,000 $12,000 $24,000 El Dorado County Water Agency (EDCWA) $5,705 $5,705 $11,410 El Dorado Irrigation District $50,506 $50,506 $101,013 Fair Oaks Water District2 $20,289 $20,289 $40,578
Golden State Water Company $24,217 $24,217 $48,434
Orange Vale Water Company2 $6,124 $6,124 $12,248
Placer County Water Agency $16,324 $16,324 $32,649
Sacramento Area Flood Control District (SAFCA) 1 $20,000 $20,000 $40,000 Sacramento County Water Agency $58,333 $58,333 $116,666 Sacramento Municipal Utilities District (SMUD) $12,000 $12,000 $24,000 Sacramento Suburban Water District $51,699 $51,699 $103,398 San Juan Water District (in Sacramento County) 2 $15,246 $15,246 $30,491 Total $570,500 $570,500 $1,141,000
1EBMUD and SAFCA are not parties to this agreement. Funding will be provided under a separate agreement.
Please see Section III for additional information.
2The parties have committed to fund the Water Forum 2.0 Project for FY 23-24 only and will consider FY 24-25 funding in June 2024 consistent with Table 1.
Section I.
Funding Commitment: The following parties have committed to fund the Water Forum 2.0 Project for FY 23-24 and FY 24-25 (Table 2).
Table 2. Water Forum 2.0 Project Contributions for FY 23-25 Agency Amount
FY 23-24 FY 24-25 Total
California-American Water Company $58,100 $58,100 $116,200 Carmichael Water District $16,530 $16,530 $33,060
City of Folsom $32,124 $32,124 $64,248
City of Roseville $52,208 $52,208 $104,415
City of Sacramento, Department of Utilities $86,571 $86,571 $173,141 Del Paso Manor Water District $2,441 $2,441 $4,881
El Dorado County Water Agency (EDCWA) $5,705 $5,705 $11,410 El Dorado Irrigation District $50,506 $50,506 $101,013 Golden State Water Company $24,217 $24,217 $48,434
Placer County Water Agency $16,324 $16,324 $32,649
Sacramento County Water Agency $58,333 $58,333 $116,666 Sacramento Municipal Utilities District (SMUD) $12,000 $12,000 $24,000 Sacramento Suburban Water District $51,699 $51,699 $103,398 Total $466,758 $466,758 $933,516
The following parties have committed to fund the Water Forum 2.0 Project for FY 23-24 only (Table 3) and will consider FY 24-25 funding in June 2024, consistent with Table 1.
Table 3. Water Forum 2.0 Project Contributions for FY 23-24 only Agency Amount
FY 23-24
San Juan Water District Consortium1
City of Folsom (Ashland) $1,455
Citrus Heights Water District $28,629
Fair Oaks Water District $20,289
Orange Vale Water Company $6,124
San Juan Water District (in Sacramento County) $15,246
Total $71,743
1San Juan Water District Consortium includes San Juan Water District, Citrus Heights Water District, Fair Oaks Water District, and Orange Vale Water Company, and the City of Folsom (Ashland).
Section II.
Reimbursement: The City of Sacramento, on behalf of the CCOWMP, shall administer all consultant agreements and other expenses incurred during FY23-24 and FY 24-25 for the Water Forum 2.0 Project.
The parties agree to reimburse the CCOMWP for their share of such costs, up to the amount set forth for each party in Section I, above, within 30 days after receipt of invoices.
The City of Sacramento Finance Department, on behalf of the CCOMWP, will invoice each cost-sharing partner at the beginning of each fiscal year, except in those instances where the cost-sharing partners have mutually agreed to be invoiced in another time period (i.e., quarterly invoices). It is understood and agreed that although this agreement only pertains to reimbursement for costs incurred during the period from July 1, 2023 to June 30, 2025, the Water Forum 2.0 Project could extend past June 30, 2025.
Any reimbursement of costs incurred by CCOMWP after June 30, 2025 would be governed by a new or amended cost-sharing agreement.
Section III.
Separate Agreements: Sacramento Area Flood Control Agency (SAFCA) and East Bay Municipal District (EBMUD) are not parties to this agreement and have entered into separate agreements with the City of Sacramento, on behalf of the CCOMWP, to pay their share of the costs identified in Table 1.
Section IV.
Changes in Terms: Any changes in the terms of this agreement shall be approved by all parties and shall be effective when reduced to writing and signed by all parties.
Section V.
Indemnity: Each party shall, to the fullest extent allowed by law, indemnify, hold harmless and defend the other party or parties, its officers and employees from any actions, liability or other expenses (including reasonable attorney fees) for any damages or injury to persons or property, occurring by reason of any negligent or wrongful act or omission by the indemnifying party, its officers or employees under this agreement.
Section VI.
Independent Contractors: All contractors employed during any phase of the Water Forum 2.0 Project are independent contractors. Contractor employees assigned to perform contract work related to the Water Forum 2.0 Project are and will remain employees of the contractor and will not be considered employees of any of the signatory agencies for any reason.
Section VII.
Additional Terms and Conditions: The following additional terms and conditions were agreed to by the parties to be incorporated into this funding agreement specifically for the Water Forum 2.0 Project:
1. Water Forum annual priorities, as described in the Water Forum Business Strategy (approved July 2022) will continue to include the Water Forum 2.0 Project as a top priority for the FY 23-24 and FY 24-25. Annual progress on the Business Strategy is reviewed by the Coordinating Committee and approved by the Water Forum Plenary each year by September 1st.
2. The Coordinating Committee includes two members of each caucus and meets with the Executive Director on a monthly basis to provide direction on Water Forum Successor Effort operations, including communications and implementation of the business strategy; and to approve the annual budget and work plan. In addition, the Coordinating Committee, and the City of Sacramento City
Manager or designee, will provide project oversight and approve an annual scope of work for the Water Forum 2.0 Project, which includes schedule and budget, that supports the established priorities will be submitted to the Coordinating Committee. The budget will also include look-ahead estimates for the second year.
3. The Water Forum 2.0 Project annual scope of work must be approved by the Coordinating Committee and the City of Sacramento City Manager, or designee, ahead of preparing the next fiscal year budget by March 1st each year.
4. The Coordinating Committee shall review the progress on the approved work at its regular meetings.
5. Any out-of-scope requests or technical studies are to be approved by the Coordinating Committee prior to commencement of any work and subject to adequate funding within the current budget.
6. A mid-year progress report on or before January 1st each year covering work completed and work not completed, and budget status are to be presented to the Coordinating Committee and the City Manager, or designee. Both will be presented alongside the approved annual schedule and budget.
7. If progress is not on track with annual expectations at the mid-year report, a plan for correction is to be submitted to the Coordinating Committee and the City Manager, or designee, for approval.
Work may be suspended if progress is severely off-track.
8. Subsequent year funding is subject to effective progress of the previous year and agreed upon annual priorities and scope of work for the coming year.
Section VIII.
Single Agreement: This agreement may be signed in multiple counterparts, which together will constitute a single agreement.
This agreement is executed as follows:
CALIFORNIA AMERICAN WATER COMPANY
By: _________________________________ Date: ____________________
Print Name:
APPROVED AS TO FORM:
By: _________________________________ Date: ____________________
Print Name:
ATTEST:
By: _________________________________ Date: ____________________
Print Name:
Section VIII.
Single Agreement: This agreement may be signed in multiple counterparts, which together will constitute a single agreement.
This agreement is executed as follows:
CARMICHAEL WATER DISTRICT
By: _________________________________ Date: ____________________
Print Name:
APPROVED AS TO FORM:
By: _________________________________ Date: ____________________
Print Name:
ATTEST:
By: _________________________________ Date: ____________________
Print Name:
Section VIII.
Single Agreement: This agreement may be signed in multiple counterparts, which together will constitute a single agreement.
This agreement is executed as follows:
CITY OF FOLSOM
By: _________________________________ Date: ____________________
Print Name:
APPROVED AS TO FORM:
By: _________________________________ Date: ____________________
Print Name:
ATTEST:
By: _________________________________ Date: ____________________
Print Name:
Section VIII.
Single Agreement: This agreement may be signed in multiple counterparts, which together will constitute a single agreement.
This agreement is executed as follows:
CITY OF ROSEVILLE
By: _________________________________ Date: ____________________
Print Name:
APPROVED AS TO FORM:
By: _________________________________ Date: ____________________
Print Name:
ATTEST:
By: _________________________________ Date: ____________________
Print Name:
Section VIII.
Single Agreement: This agreement may be signed in multiple counterparts, which together will constitute a single agreement.
This agreement is executed as follows:
CITY OF SACRAMENTO
By: _________________________________ Date: ____________________
Print Name:
APPROVED AS TO FORM:
By: _________________________________ Date: ____________________
Print Name:
ATTEST:
By: _________________________________ Date: ____________________
Print Name:
Section VIII.
Single Agreement: This agreement may be signed in multiple counterparts, which together will constitute a single agreement.
This agreement is executed as follows:
DEL PASO MANOR WATER DISTRICT
By: _________________________________ Date: ____________________
Print Name:
APPROVED AS TO FORM:
By: _________________________________ Date: ____________________
Print Name:
ATTEST:
By: _________________________________ Date: ____________________
Print Name:
Section VIII.
Single Agreement: This agreement may be signed in multiple counterparts, which together will constitute a single agreement.
This agreement is executed as follows:
EL DORADO COUNTY WATER AGENCY
By: _________________________________ Date: ____________________
Print Name:
APPROVED AS TO FORM:
By: _________________________________ Date: ____________________
Print Name:
ATTEST:
By: _________________________________ Date: ____________________
Print Name:
Section VIII.
Single Agreement: This agreement may be signed in multiple counterparts, which together will constitute a single agreement.
This agreement is executed as follows:
EL DORADO IRRIGATION DISTRICT
By: _________________________________ Date: ____________________
Print Name:
APPROVED AS TO FORM:
By: _________________________________ Date: ____________________
Print Name:
ATTEST:
By: _________________________________ Date: ____________________
Print Name:
Section VIII.
Single Agreement: This agreement may be signed in multiple counterparts, which together will constitute a single agreement.
This agreement is executed as follows:
GOLDEN STATE WATER COMPANY
By: _________________________________ Date: ____________________
Print Name:
APPROVED AS TO FORM:
By: _________________________________ Date: ____________________
Print Name:
ATTEST:
By: _________________________________ Date: ____________________
Print Name:
Section VIII.
Single Agreement: This agreement may be signed in multiple counterparts, which together will constitute a single agreement.
This agreement is executed as follows:
PLACER COUNTY WATER AGENCY
By: _________________________________ Date: ____________________
Print Name:
APPROVED AS TO FORM:
By: _________________________________ Date: ____________________
Print Name:
ATTEST:
By: _________________________________ Date: ____________________
Print Name:
Section VIII.
Single Agreement: This agreement may be signed in multiple counterparts, which together will constitute a single agreement.
This agreement is executed as follows:
SACRAMENTO COUNTY WATER AGENCY
By: _________________________________ Date: ____________________
Print Name:
APPROVED AS TO FORM:
By: _________________________________ Date: ____________________
Print Name:
ATTEST:
By: _________________________________ Date: ____________________
Print Name:
Section VIII.
Single Agreement: This agreement may be signed in multiple counterparts, which together will constitute a single agreement.
This agreement is executed as follows:
SACRAMENTO MUNICIPAL UTILITIES DISTRICT
By: _________________________________ Date: ____________________
Print Name:
APPROVED AS TO FORM:
By: _________________________________ Date: ____________________
Print Name:
ATTEST:
By: _________________________________ Date: ____________________
Print Name:
Section VIII.
Single Agreement: This agreement may be signed in multiple counterparts, which together will constitute a single agreement.
This agreement is executed as follows:
SACRAMENTO SUBURBAN WATER DISTRICT
By: _________________________________ Date: ____________________
Print Name:
APPROVED AS TO FORM:
By: _________________________________ Date: ____________________
Print Name:
ATTEST:
By: _________________________________ Date: ____________________
Print Name:
Section VIII.
Single Agreement: This agreement may be signed in multiple counterparts, which together will constitute a single agreement.
This agreement is executed as follows:
SAN JUAN WATER DISTRICT CONSORTIUM
By: _________________________________ Date: ____________________
Print Name:
APPROVED AS TO FORM:
By: _________________________________ Date: ____________________
Print Name:
ATTEST:
By: _________________________________ Date: ____________________
Print Name:
Attachment 1. Water Forum 2.0 Project Scope and Budget
Water Forum 2.0 Scope and Budget
The Lower American River is one of the Sacramento region’s greatest treasures. In 2000, 40 agencies and businesses came together to sign the landmark Water Forum Agreement, a visionary long-term plan created to balance two coequal objectives: Provide a reliable and safe water supply for the region’s economic health and planned development through to the year 2030; and Preserve the fishery, wildlife, recreational, and aesthetic values of the lower American River. And now, after 20+ years of successful implementation, the Water Forum members have come together to negotiate a successor agreement that can guide the Water Forum’s efforts well into the future. The negotiating process is structured to foster an inclusive and transparent process that brings together affected parties in a collaborative and constructive dialogue. The process began in April 2020 and has been working diligently over the past several years to develop the framework for the negotiations. Water Forum members are now posed to dig into the negotiations and complete an agreement over the next two years.
Scope of Work
The following scope of work outlines the tasks required for the proposed process to develop and formalize a new Water Forum Agreement for the greater Sacramento Region. The tasks are organized based on expertise and services required beyond the existing Water Forum staff. All staff time spent on Water Forum 2.0 will be covered in the Water Forum’s annual operating budget for fiscal years (FY) 23- 24 and FY 24-25 and are not included in this scope.
Task 1. Facilitation Services and Agreement Development An expert team of facilitators will be available to guide and support the negotiation process to develop a new Water Forum Agreement. Facilitators will specifically be integral in the Working Group meetings, Negotiating Steering Committee (NSC), and Caucus meetings.
Task 1.1 – Meeting Facilitation and Support: This task will include preparing meeting agendas and summaries, meeting material development, organization, and distribution, and active facilitation within the meetings. The facilitation team will be responsible for developing and maintaining the meeting framework for the negotiations including meeting objectives and outcomes, schedules, and roles and responsibilities.
• Working Group Meeting Support: The working groups (2-4 at a time) will meet once per month focused on key topics for negotiation and will be reviewing draft agreement language for consideration of the Water Forum Plenary. It is expected that these meeting will be less frequent in the second fiscal year (FY24-25) as the draft agreement is finalized. • NSC Meeting Support: The NSC will meet once per month to review progress of working groups and offer guidance on the Water Forum 2.0 process and milestones. • Caucus Meeting Support: The four caucuses meet on a monthly basis and will serve as venue for working group members to solicit feedback from their fellow caucus members. • Plenary Meeting Support: The Plenary (all four caucuses) meet every other month to review progress on Water Forum 2.0 process and take action on major work products and at specific milestones.
Attachment 1. Water Forum 2.0 Project Scope and Budget
Task 1.2 – Agreement Development: The facilitation team, along with Water Forum staff and other consultants, will develop draft and final agreement language, including review and revisions based on feedback and input from Water Forum members during working group, NSC, and Caucus meetings. This includes development of individual sections, such as:
• Endorsed Solutions
• Metrics of Success
• Assurances and Caveats
• Implementing Agreements
• Purveyor Specific Agreements; and
• Funding Agreements.
Due to the iterative nature of the process, this is subject to change based on level of revisions from the caucuses. Water Forum staff and consultants will take the lead on drafting and revising to all documents.
Task 1.3 – Strategic Planning and Coordination: This task will allow for the facilitation team to coordinate with Water Forum staff and consultants on strategic planning for the Water Forum 2.0 process.
Deliverables: 1) Meeting agendas and summaries; 2) Meeting framework for negotiations; 3) Draft Elements of Agreement, Draft and Final Agreement Package Task 2. Technical Services
The Water Forum 2.0 process is expected require support from technical experts to inform negotiators as to the potential benefits and costs of solution sets. The topics of needed expertise include hydrology, river hydraulics, fisheries biology, river ecology, CalSim modeling, temperature modeling, climate resiliency, state and federal regulatory process, and others. The technical experts will participate in working group meetings and provide valuable analysis as requested.
Task 2.1 – Meetings and Coordination: Key technical consultants will participate in working group meetings to serve as resources to support the discussions and to facilitate shared understanding of topics and solutions.
Task 2.1 – Analysis and Documentation: Technical staff will prepare analysis and related documentation, as needed for the negotiations. The extent of the technical analysis will be dependent on the discussions and needs of the working groups. However, the level of effort needed in the early phases of pre-negotiation and problem definition within the Water Forum 2.0 process provide a helpful guide in estimating the needs of the negotiations phase. The types of analysis anticipated include CalSim modeling, temperature modeling, analytical reviews of historical data, and others.
Deliverables: 1) Summary materials of analysis; 2) Technical Documentation (for all analyses completed)
Attachment 1. Water Forum 2.0 Project Scope and Budget
Schedule
The scope of work to be completed for the Water Forum 2.0 process will be organized across two fiscal years from July 2023 through June 2025. The phases of activities are illustrated below and include: an initial phase focused on the identification of solution sets based on the identified problems, a phase focused on the evaluation and selection of the preferred alternatives (which will form the basis for the Draft agreement), and finally the finalization of the agreement.
Budget
The budget below summarizes the expected costs for each of the activities outlined in this scope of work.
Founda�onal Work
(April 20 - July 21)
Process Assump�ons
Structure
Principles
Caucus Forma�on
Educa�onal Briefings
Desired Outcomes
Phase One
(May 21 - Dec 21)
Coequal Objec�ves
Core Interests and
Issues
Key Management
Ques�ons
Study Plan and
Analysis
Phase Two
(Jan 22 - Sept 22)
Learning and
Engagement
Emerging Areas of
Agreement
Emerging Areas of
Divergence
Gap Analysis
A d Ho c Te ch Te am
JAN
2021
JAN
2022
JAN
2023
JAN
2020
JAN
2024
Phase Four
(Sept 23 – June 24)
Phase Three
(Sept 22 – Sept 23)
Framework for
Nego�a�ons
• Structure
• Process
Working Groups (1 -3)
• Refine Problem
Statements
• Iden�fy Poten�al
Solu�on Sets
JAN
2025
Phase Five
(June 24 - Mar 25)
Revised
Agreement
Final Adop�on
and Signing
Op�ons Analysis
• Endorsed Solu�ons
• Metrics of Success
Dra� Agreement
• Assurances and Caveats
• Implemen�ng
Agreements
• Purveyor Specific
Agreements
• Funding Agreements
Working Group (4)
• Principles
• Funding
• Governance Structure
Outreach & Engagement
with WF signatory boards and councils
Water Forum 2.0 |Phase Four
Elements of Agreement
FY 23-24 FY 24-25 TOTAL
Task 1: Facilitation Services 425,000$ 352,500$ 777,500$
1.1 Meeting Faciliation 237,000$ 211,500$ 448,500$
1.2 Agreement Development 51,625$ 38,719$ 90,344$
1.3 Strategic Planning and Coordination 136,375$ 102,281$ 238,656$ Task 2: Technical Services 218,000$ 218,000$ 436,000$
2.1 Meetings and Coordination 133,500$ 133,500$ 267,000$
2.2 Analysis and Documentation 84,500$ 84,500$ 169,000$ TOTAL 643,000$ 570,500$ 1,213,500$
Allocated from WFSE FY 23-24 budget 72,500$ -$ 100,000$ Total Funding Request 570,500$ 570,500$ 1,113,500$ Annual CostsWater Forum 2.0 Project Budget
ORDINANCE NO. 6698
ORDINANCE OF THE COUNCIL OF THE CITY OF ROSEVILLE
AUTHORIZING CERTAIN AMENDMENTS TO THE FISCAL YEAR 2023-24
BUDGET AND DECLARING THIS ORDINANCE TO BE IMMEDIATELY
EFFECTIVE AS AN APPROPRIATION MEASURE
THE CITY OF ROSEVILLE ORDAINS:
SECTION 1. The City of Roseville Annual Budget, Fiscal Year 2023-24, is hereby amended as listed on the attached budget adjustment for the Interagency Agreement for Cost Sharing - FY2023-24 Water Forum 2.0 contribution.
SECTION 2. This ordinance is hereby declared to be an appropriation measure, immediately effective pursuant to the provisions of Section 5.03 of the Charter.
SECTION 3. The City Clerk is hereby authorized and directed to post a true copy of the foregoing ordinance in each of three (3) conspicuous locations in the City and she shall immediately after such posting enter in the ordinance book, under the record of the ordinance, a certificate under her hand stating the time and place of such publication by posting.
PASSED AND ADOPTED by the Council of the City of Roseville, this _ day of , 2023, by the following vote on roll call:
AYES COUNCILMEMBERS:
NOES COUNCILMEMBERS:
ABSENT COUNCILMEMBERS:
MAYOR
ATTEST:
City Clerk
7/6/20238:44 AM
1 REQUEST FOR BUDGET ADJUSTMENT
REQUESTER NAME & TITLE: Sean Bigley / Assistant Environmental Utilities Director FISCAL YEAR: 2024 PREPARER NAME & TITLE: Archana Wagley / Sr. Business Analyst COUNCIL DATE (if applicable): 8/2/2023 DEPARTMENT/DIVISION: Environmental Utilities / Water ORDINANCE:
EXPENDITURES/EXPENSES/TRANSFERS OUT
BUDGET ($)
Fund Account Center Project Adjustment
6101 5301 74105 000000 52,208
52,208
REVENUES/TRANSFERS IN
BUDGET ($)
Fund Account Center Project Adjustment
-
52,208
FUND BALANCE
BUDGET ($)
Fund Account Center Project Adjustment
6101 (52,208)
(52,208)
Justification for Budget Adjustment:
REQUESTING DEPARTMENT HEAD / DESIGNEE DATE BUDGET MANAGER / DESIGNEE DATE
CHIEF FINANCIAL OFFICER / DESIGNEE DATE CITY MANAGER / DESIGNEE DATE
POSTED BY DATE
Revised: June 24, 2019
TOTAL
ACCOUNT STRING DESCRIPTION
REQUIRED APPROVALS:
7/5/23
BUDGET DEPARTMENT USE ONLY:
The Water Forum was established in the mid-1990s with the goal of developing a collaborative plan to ensure reliable water supplies for the Sacramento region while also safeguarding the region’s vital environmental resources.
The Water Forum consists of a diverse group of stakeholders, including business and agricultural leaders, citizen groups, environmentalists, water managers, and local governments in the Sacramento region. Together, this group works towards achieving two coequal objectives:
• Provide a reliable and safe water supply for the region's economic health and planned development to the year 2030; and, • Preserve the fishery, wildlife, recreational, and aesthetic values of the Lower American River.
After years of negotiations, in April 2000, the City of Sacramento, the County of Sacramento, and 39 other stakeholders (including the City of Roseville) signed the Water Forum Agreement (WFA). The WFA encompasses a comprehensive set of integrated actions aimed at providing a regional solution for water shortages, environmental restoration, groundwater management, and economic prosperity.
The total proposed cost share amount for the City of Roseville for the Water Forum 2.0 negotiation process over the two fiscal years is $104,415. Among the 20 water agencies and interested parties participating in the Water Forum 2.0 process, the total cost over the two fiscal years is $1,141,000. This budget adjustment is for the City of Roseville's contribution for FY23-24.
TOTAL
TOTAL
ACCOUNT STRING DESCRIPTION
Increase professional services expenditure budget in Water Operations Fund for Interagency Agreement for Cost
Sharing - FY23-24 Water Forum 2.0 contribution
Decrease available resources in Water Operations Fund
NET ADJUSTMENT
ACCOUNT STRING DESCRIPTION
COUNCIL COMMUNICATION
CC #:
2843
File #:
0206-03-01
Title:
Villages at Sierra Vista Community Facilities District No. 1, Series 2023 Bond Issuance
Contact:
Jeannine Thrash 916-774-5473 [email protected]
Dennis Kauffman 916-774-5313 [email protected]
Meeting Date: 8/2/2023
Item #: 8.1.
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 Villages at Sierra Vista Community Facilities District (CFD ) No. 1 (Public Facilities), approving and directing the execution of Supplemental Agreement No. 4 to Fiscal Agent Agreement, approving the form of the Preliminary Official Statement, approving sale of such bonds pursuant to a Bond Purchase Agreement, and approving other related documents and actions:
Supplemental Agreement No. 4 to Fiscal Agent Agreement
Preliminary Official Statement
Bond Purchase Agreement
BACKGROUND
The Villages at Sierra Vista CFD No. 1 (Public Facilities) was formed on May 2, 2018 with Resolution 18-119. Since the first bond series was issued on July 23, 2019, there have been three additional bond issuances for this CFD. The current outstanding principal balance of the current outstanding series is $35,840,000. The 2023 Bonds are being issued at the developer's request, in an amount not to exceed $5,250,000, to: (i) construct and acquire certain public facilities of benefit to the District, (ii) provide for a deposit to a debt service reserve account for the 2023 Bonds, (iii) provide for capitalized interest, and (iv) pay costs of issuance of the 2023 Bonds.
The maximum authorized indebtedness for the District is $310,000,000.
FISCAL IMPACT
The CFD will generate special taxes that will be paid by the property owners sufficient to pay the costs of the debt service, CFD administration, and any authorized pay-as-you-go facilities, as well as provide funding in the future for maintenance/replacement of constructed facilities. The issuance of these bonds will not impact the City's General Fund.
ENVIRONMENTAL REVIEW
The California Environmental Quality Act (CEQA) does not apply to activities that will not result in a direct or reasonably foreseeable indirect physical change in the environment, or is otherwise not considered a project as defined by CEQA Statute §21065 and CEQA State Guidelines §15060(c)(3) and §15378. Adoption of the resolution, and approval of the documents contemplated above, meet the above criteria and are not subject to CEQA. No additional environmental review is required.
COMPLIANCE STATEMENT
In accordance with Government Code 5852.1, the following information consists of estimates of certain costs and charges for the Bonds that have been provided by the City's municipal financial advisor, which has been represented by such party to have been provided in good faith: (1) estimated true interest costs of the Bonds: 5.345%; (2) estimated finance charge of the Bonds (sum of all fees and charges paid to third parties): $308,233.50; (3) estimated amount of proceeds of the Bonds received by the City (net of finance charges, reserves and capitalized interest, if any): $3,338,199.62; 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: $8,642,790.45.
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 23-323
Fiscal Agent Agreement Supplement No. 4
Preliminary Official Statement
Bond Purchase Agreement
RESOLUTION NO. 23-323
A RESOLUTION AUTHORIZING THE ISSUANCE OF SPECIAL TAX BONDS
FOR AND ON BEHALF OF THE CITY OF ROSEVILLE VILLAGES AT SIERRA VISTA COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES),
APPROVING AND DIRECTING THE EXECUTION OF SUPPLEMENTAL
AGREEMENT NO. 4 TO FISCAL AGENT AGREEMENT, APPROVING THE
FORM OF PRELIMINARY OFFICIAL STATEMENT, APPROVING SALE OF
SUCH BONDS PURSUANT TO A BOND PURCHASE AGREEMENT, AND
APPROVING OTHER RELATED DOCUMENTS AND ACTIONS
WHEREAS, this City Council (the “Council”) of the City of Roseville (the “City”) has conducted proceedings under and pursuant to the Mello -Roos Community Facilities Act of 1982, as amended, Chapter 2.5 of Part 1 of Division 2 of Title 5, commen cing at Section 53311, of the California Government Code (the “Act”), to form the Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) (the “District”), to authorize the levy of special taxes upon the land within the District, a nd to issue bonds secured by said special taxes for the purpose of providing moneys for the construction and acquisition of authorized improvements for the District; and
WHEREAS, the Council, as legislative body of the District, previously authorized the issuance of special tax bonds of the City for the District in the maximum aggregate principal amount of not to exceed $310,000,000 (the “Bond Authorization”); and
WHEREAS, pursuant to the Bond Authorization, the City previously issued for and on behalf of the District:
(1) the City of Roseville Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) Special Tax Bonds, Series 2019 (the “2019 Bonds” ) in the initial principal amount of $12,540,000,
(2) the City of Roseville Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) Special Tax Bonds, Series 2020 (the “2020 Bonds”) in the initial principal amount of $9,835,000,
(3) the City of Roseville Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) Special Tax Bonds, Series 2021 (the “2021 Bonds”) in the initial principal amount of $10,375,000, and
(4) the City of Roseville Villages at Sierra V ista Community Facilities District No. 1 (Public Facilities) Special Tax Bonds, Series 2022 (the “2022 Bonds”) in the initial principal amount of $3,405,000; and
WHEREAS, City now desires to issue the fifth series of the special tax bonds pursuant to the Bond Authorization, as described in more detail herein (the “Bonds”); and
WHEREAS, there has been submitted to the Council a Supplemental Agreement No. 4 to Fiscal Agent Agreement (the “Supplemental Agreement”), which supplements and amends the Fiscal Agent Agreement, dated as of July 1, 2019, Supplemental Agreement No. 1 to Fiscal - 2
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Agent Agreement, dated as of July 1, 2020, Supplemental Agreement No. 2 to Fiscal Agent Agreement, dated as of August 1, 2021, and Supplemental Agreement No. 3 to Fiscal Agent Agreement, dated as of August 1, 2022 (collectively, the “Fiscal Agent Agreement”), between the City and U.S. Bank Trust Company, National Association, as successor fiscal agent; and
WHEREAS, the Supplemental Agreement provides for the issuance of the Bonds of the City for the District, and the Council, with the aid of City staff, has reviewed the Supplemental Agreement and f ound 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 Bon d Purchase Agreement by and between the City and the Underwriter, and the Underwriter proposes to offer the Bonds to the investing public by means of a Preliminary Official Statement, and the Council, with the aid of City staff, has reviewed the Bond Purch ase Agreement and the Preliminary Official Statement and found them to be in proper order, and now desires to approve said documents; and
WHEREAS, all conditions, things and acts required to exist, to have happened and to have been performed precedent to and in the issuance of the Bonds as contemplated by this Resolution and the documents referred to herein exist, have happened and have been performed in due time, form and manner as required by the laws of the State of California, including the Act.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF ROSEVILLE RESOLVES AS FOLLOWS:
1. Findings. This Council finds and determines that it is prudent in th e management and development of land in the City and the District to issue the Bonds, secured on parity with the 2019 Bonds, 2020 Bonds, 2021 Bonds and 2022 Bonds, for the purpose of providing moneys for the construction and acquisition of authorized improvements for the District.
2. Law Applicable. For the purposes of these proceedings in and for the District, the Act shall be the authority for the issuance of the Bonds.
3. Bonds Authorized. Pursuant to the Act, this Resolution and the Fiscal Agent Agreement, special tax bonds of the City for the District designated as “City of Roseville Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) Special Tax Bonds Series 2023” in an aggregate principal amount not to exceed $5,250,000 are hereby authorized to be issued. The Bonds shall be executed in the form set forth in and otherwise as provided in the Fiscal Agent Agreement, as amended.
The Bonds shall not be issued unless the value of the real property within the District subject to the special tax to pay debt service on the Bonds, based on assessed values and/or an appraisal by an independent appraiser hired by the City for the purpose of determining such value, is at least three (3) times the proposed principal amount of the outstanding bonds plus the Bonds proposed to be issued and secured by a special tax levied pursuant to the Act on property within the District.
4. Supplemental Agreement. The Council hereby approves the Supplemental Agreement in the form presented to the Council at this meeting. The City Manager, Assistant - 3
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City Manager/Chief Financial Officer or such other person or persons as any of them may designate (each, an “Authorized Officer”), each acting alone or together with any other Authorized Officer, are each hereby authorized and directed to execute the Supplemental Agreement, in such form, together with any additions thereto or changes therein deemed necessary or advisable by the Authorized Officer executing such document upon consultation with Jones Hall, A Professional Law Corporation, as bond counsel to the City. 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 o f the Bonds, to commence and diligently pursue to completion any foreclosure action regarding delinquent installments of any amount levied as a special tax for the payment of interest or principal of the Bonds, said foreclosure action to be commenced and p ursued as more completely set forth in the Fiscal Agent Agreement.
6. Approval of Official Statement . The Council hereby approves the Preliminary Official Statement with respect to the Bonds, in substantially the form on file with the City Clerk.
Distribution of the Preliminary Official Statement by the City and the Underwriter is hereby approved, and, prior to the distribution of the Preliminary Official Statement, and each Authorized Officer, each acting alone or together with any other Authorized Office r, is authorized and directed, on behalf of the City, to deem the Preliminary Official Statement “final” pursuant to Rule 15c2 -12 under the Securities Exchange Act of 1934 (the “Rule”). The execution of the final Official Statement, which shall include such changes and additions thereto deemed advisable by the Authorized Officer executing the same, and such information permitted to be excluded from the Preliminary Official Statement pursuant to the Rule, is hereby approved for delivery to the purchasers of the Bonds, and each Authorized Officer, each acting alone or together with any other Authorized Officer, is authorized and directed to execute and deliver the final Official Statement for and on behalf of the City, to deliver to the Underwriter a certificate with respect to the information set forth therein and to deliver to the Underwriter a continuing disclosure undertaking, the form of which is included as part of the Preliminary Official Statement, in substantially such form, together with such changes and additions thereto deemed advisable by the Authorized Officer executing the same.
7. Approval of Bond Purchase Agreement . The Council hereby approves the Bond Purchase Agreement between the City and the Underwriter, in substantially the form on file with the City Clerk; provided, that the aggregate principal amount of Bonds shall not exceed $5,250,000 or result in an Underwriter’s discount in excess of 1.65%, or a true interest cost in excess of 6.75%. Subject to the foregoing parameters, an Authorized Officer is hereby authorized and directed to execute the Bond Purchase Agreement in substan tially 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 contemplat ed by the Bond Purchase Agreement will result in a lower overall cost.
8. Actions Authorized. All actions heretofore taken by the officers, employees and agents of the City with respect to the establishment of the District and the sale and issuance of the Bonds are hereby approved, confirmed and ratified, and the Authorized Officers of the City are hereby authorized and directed to do any and all things and take any and all actions and execute any and all certificates, agreements and other documents, which they, or any of them, - 4
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may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Bonds in accordance with this resolution, and any certificate, agreement, and other document described in the docu ments 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.
9. Effectiveness. This Resolution shall take effect upon its adoption.
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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
Jones Hall Draft 7.11.23
SUPPLEMENTAL AGREEMENT NO. 4 TO FISCAL AGENT AGREEMENT by and between CITY OF ROSEVILLE and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Fiscal Agent Dated as of August 1, 2023 Relating to: $__________ City of Roseville Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) Special Tax Bonds Series 2023
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TABLE OF CONTENTS SECTION 1. Supplement to Original Fiscal Agent Agreement ................................................... 2 ARTICLE XII 2023 BONDS Section 13.01. Definitions ....................................................................................................... 2 Section 13.02. Authorization of 2023 Bonds .......................................................................... 4 Section 13.03. Terms of 2023 Bonds ..................................................................................... 4 Section 13.04. Redemption of 2023 Bonds ............................................................................ 5 Section 13.05. Form of 2023 Bonds; Authentication and Delivery ......................................... 7 Section 13.06. Application of Proceeds of Sale of 2023 Bonds ............................................. 8 Section 13.07. 2023 Costs of Issuance Fund ......................................................................... 9 Section 13.08. 2023 Capitalized Interest Account .................................................................. 9 Section 13.09. Procedure for Disbursement of 2023 Improvement Account .......................... 9 Section 13.10. Security for 2023 Bonds ................................................................................. 9 Section 13.11. Effect of this Article XII ................................................................................... 9 SECTION 2. Attachment of Exhibit F ........................................................................................ 10 SECTION 3. Additional Amendments to Fiscal Agent Agreement ............................................ 10 SECTION 4. Partial Invalidity .................................................................................................... 10 SECTION 5. Execution in Counterparts .................................................................................... 11 SECTION 6. Governing Law ..................................................................................................... 11 EXHIBIT A - FORM OF 2023 BONDS
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SUPPLEMENTAL AGREEMENT NO. 4 TO FISCAL AGENT AGREEMENT THIS SUPPLEMENTAL AGREEMENT NO. 4 TO FISCAL AGENT AGREEMENT (this “Supplemental Agreement No. 4”), dated as of August 1, 2023, is by and between the CITY OF ROSEVILLE, a charter city and public body, corporate and politic, organized and existing under and by virtue of the Constitution and laws of the State of California (the “City”) for and on behalf of the City of Roseville Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) (the “District”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as successor fiscal agent (the “Fiscal Agent”) under a Fiscal Agent Agreement, dated as of July 1, 2019 (the “Original Fiscal Agent Agreement”), as supplemented by Supplemental Agreement No. 1 to Fiscal Agent Agreement, dated as of July 1, 2020 (“Supplemental Agreement No. 1”), Supplemental Agreement No. 2 to Fiscal Agent Agreement, dated as of August 1, 2021 (“Supplemental Agreement No. 2”), and Supplemental Agreement No. 3 to Fiscal Agent Agreement, dated as of August 1, 2022 (“Supplemental Agreement No. 3”), by and between the Fiscal Agent and the City. The Original Fiscal Agent Agreement as supplemented by Supplemental Agreement No. 1, Supplemental Agreement No. 2, Supplemental Agreement No. 3 and this Supplemental Agreement No. 4 is herein referred to as the “Fiscal Agent Agreement.” RECITALS: WHEREAS, the City Council of the City has formed the District under the provisions of the Mello-Roos Community Facilities Act of 1982, as amended (constituting Section 53311 et seq. of the California Government Code) (the “Act”); and WHEREAS, the City Council, as the legislative body of the District, is authorized under the Act to levy special taxes to pay for the costs of facilities within the District and to authorize the issuance of bonds secured by said special taxes under the Act; and WHEREAS, the Council, as legislative body of the District, previously authorized the issuance of special tax bonds of the City for the District in the maximum aggregate principal amount of not to exceed $310,000,000 (the “Bond Authorization”); and WHEREAS, pursuant to the provisions of the Act and the Original Fiscal Agent Agreement, the City previously issued, for and on behalf of the District: (i) $12,540,000 initial principal amount of City of Roseville Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) Special Tax Bonds, Series 2019 (the “2019 Bonds”); (ii) $9,835,000 initial principal amount of City of Roseville Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) Special Tax Bonds, Series 2020 (the “2020 Bonds”); (iii) $10,375,000 initial principal amount of City of Roseville Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) Special Tax Bonds, Series 2021 (the “2021 Bonds”); and (iv) $3,405,000 initial principal amount of City of Roseville Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) Special Tax Bonds, Series 2022 (the “2022 Bonds”), each for the purpose of financing various public improvements authorized to be funded by the District, which 2019 Bonds, 2020 Bonds, 2021 Bonds and 2022 Bonds (the “Prior Bonds”) constituted the first, second, third and fourth series of bonds issued pursuant to the Bond Authorization; and WHEREAS, Section 5.17 of the Original Fiscal Agent Agreement authorizes the issuance by Supplemental Agreement of Additional Bonds (as such terms are defined in the Original Fiscal Agent Agreement) secured under the Original Fiscal Agent Agreement on parity with the Prior Bonds; and
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WHEREAS, after due investigation and deliberation the City has determined that it is in the interests of the City and the District at this time for the City, for and on behalf of the District, to provide for the issuance of its City of Roseville Community Facilities District No. 1 Special Tax Bonds, Series 2023 in the initial aggregate principal amount of $__________ (the “2023 Bonds”), to provide moneys needed to construct and acquire the facilities necessary for development of property within the City; and WHEREAS, this Supplemental Agreement No. 4 is a “Supplemental Agreement” as defined in Section 1.03 of the Original Fiscal Agent Agreement and the 2023 Bonds are “Additional Bonds” as defined in Section 1.03 of the Original Fiscal Agent Agreement, and secured under the Fiscal Agent Agreement on parity with the Prior Bonds; and WHEREAS, the City and the Fiscal Agent desire to enter into this Supplemental Agreement No. 4 pursuant to Section 5.17 of the Original Fiscal Agent Agreement to provide for the issuance of the 2023 Bonds; and WHEREAS, to provide for the issuance of the 2023 Bonds, it is necessary to supplement and amend the Original Fiscal Agent Agreement, as more particularly provided herein, as authorized by Sections 5.17 and 8.05 of the Original Fiscal Agent Agreement; and WHEREAS, the City has determined that all acts and proceedings required by law necessary to make the 2023 Bonds, when executed by the City for the District, authenticated and delivered by the Fiscal Agent and duly issued, the valid, binding and legal special obligations of the City for the District, and to constitute the Fiscal Agent Agreement, as amended and supplemented by this Supplemental Agreement No. 4, a valid and binding agreement for the uses and purposes herein and therein set forth, in accordance with its terms, have been done or taken and the execution and delivery of this Supplemental Agreement No. 4 have been in all respects duly authorized. AGREEMENT: NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, and for other consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows: SECTION 1. Supplement to Original Fiscal Agent Agreement. In accordance with the provisions of Section 5.17 and 8.05 of the Original Fiscal Agent Agreement, the Original Fiscal Agent Agreement, as amended, is hereby amended by adding a new article thereto, to be designated as Article XIII. Such Article XIII shall read in its entity as follows: ARTICLE XIII 2023 BONDS Section 13.01. Definitions. The Original Fiscal Agent Agreement, as amended, is amended to add the following definitions to Section 1.03. “Article XIII” means this Article XIII which has been incorporated in and made a part of this Agreement pursuant to Supplemental Agreement No. 4, together with all amendments of and supplements to this Article XIII entered into pursuant to the provisions of Section 8.01.
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“Closing Date” means, when referring to the 2023 Bonds and as used in this Supplemental Agreement No. 4, August ____, 2023. “Continuing Disclosure Certificate” means (i) with respect to the 2019 Bonds, the Continuing Disclosure Certificate, dated as of July 1, 2019, by and between the City and Willdan Financial Services, in its capacity as Dissemination Agent, as originally executed and as it may be amended from time to time in accordance with the terms thereof, (ii) with respect to the 2020 Bonds, the Continuing Disclosure Certificate, dated as of July 30, 2020, by and among the City and Willdan Financial Services, in its capacity as Dissemination Agent, (iii) with respect to the 2021 Bonds, the Continuing Disclosure Certificate, dated as of August 5, 2021, by and among the City and Willdan Financial Services, in its capacity as Dissemination Agent, (iv) with respect to the 2022 Bonds, the Continuing Disclosure Certificate, dated as of August 3, 2022 by and among the City and Willdan Financial Services, in its capacity as Dissemination Agent, and (v) and with respect to the 2023 Bonds, the Continuing Disclosure Certificate, dated as of August ___, 2023 by and among the City and Willdan Financial Services, in its capacity as Dissemination Agent, as originally executed and as it may be amended from time to time in accordance with the terms thereof. “Fiscal Agent Agreement” means the Fiscal Agent Agreement, dated as of July 1, 2019, as supplemented and amended by Supplemental Agreement No. 1, Supplemental Agreement No. 2, Supplemental Agreement No. 3, and Supplemental Agreement No. 4. “Interest Payment Dates” means (i) with respect to the 2019 Bonds, March 1 and September 1 of each year, commencing September 1, 2019, (ii) with respect to the 2020 Bonds, March 1 and September 1 of each year, commencing September 1, 2020, (iii) with respect to the 2021 Bonds, March 1 and September 1 of each year, commencing March 1, 2022, (iv) with respect to the 2022 Bonds, March 1 and September 1 of each year, commencing September 1, 2022, and (v) with respect to the 2023 Bonds, March 1 and September 1 of each year, commencing March 1, 2024. “Prior Bonds” means, collectively, the 2019 Bonds, the 2020 Bonds, the 2021 Bonds, and the 2022 Bonds. “Supplemental Agreement No. 4” has the meaning given above. “2023 Bonds” has the meaning given above. “2023 Costs of Issuance” means items of expense payable or reimbursable directly or indirectly by the City and related to the authorization, sale and issuance of the 2023 Bonds, which items of expense shall include, but not be limited to, printing costs, costs of reproducing and binding documents, closing costs, filing and recording fees, initial fees, fees, expenses and charges of the Fiscal Agent including its first annual administration fee, expenses incurred by the City in connection with the issuance of the 2023 Bonds, financial advisor fees, (underwriter’s) discount or underwriting fee for the 2023 Bonds, legal fees, expenses and charges, including bond counsel, disclosure counsel, charges for execution, transportation and safekeeping of the 2023 Bonds and other costs, charges and fees in connection with the foregoing. “2023 Costs of Issuance Fund” means the fund by that name established and held by the Fiscal Agent pursuant to Section 13.07.
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“2023 Improvement Account” means the account by that name established pursuant to this Supplemental Agreement No. 4. “2023 Reserve Account” means the account by that name established pursuant to this Supplemental Agreement No. 4. “Term 2023 Bonds” means the 2023 Bonds maturing September 1, 20___, September 1, 20___, September 1, 20___ and September 1, 20___. Section 13.02. Authorization of 2023 Bonds. 2023 Bonds in the aggregate principal amount of $__________ are hereby authorized to be issued as Additional Bonds under and subject to the terms of the Fiscal Agent Agreement, the Act, and other applicable laws of the State of California. The 2023 Bonds shall be designated the “City of Roseville Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) Special Tax Bonds, Series 2023.” Jurisdiction is hereby reserved to issue subsequent Additional Bonds; provided that the maximum aggregate principal amount of bonds which may be issued for the District, including Bonds outstanding under the Fiscal Agent Agreement, shall not exceed the Bond Authorization. Section 13.03. Terms of 2023 Bonds. (A) Form; Denominations. The 2023 Bonds shall be issued as fully registered Bonds without coupons in the denomination of $5,000 or any integral multiple of $5,000 in excess thereof. (B) Date of the 2023 Bonds. The 2023 Bonds shall be dated the Closing Date for the 2023 Bonds. (C) CUSIP Identification Numbers. “CUSIP” identification numbers shall be imprinted on the 2023 Bonds, but such numbers shall not constitute a part of the contract evidenced by the 2023 Bonds and any error or omission with respect thereto shall not constitute cause for refusal of any purchaser to accept delivery of and pay for the 2023 Bonds. In addition, failure on the part of the City or the Fiscal Agent to use such CUSIP numbers in any notice to Owners shall not constitute an event of default or any violation of the City’s contract with such Owners and shall not impair the effectiveness of any such notice. The Fiscal Agent shall have no liability for any defect in the CUSIP numbers as they appear on any 2023 Bonds, notice or elsewhere, and, provided further that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the 2023 Bonds or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the 2023 Bonds, and any such redemption shall not be affected by any defect in or omission of such numbers. The District will promptly notify the Trustee in writing of any change in the CUSIP numbers.
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(D) Maturities, Interest Rates. The 2023 Bonds shall be issued as serial bonds and term bonds, and shall mature and become payable as follows: Maturity (Sept. 1) Principal Amount Interest Rate CUSIP (777870) (E) Interest and Method of Payment. Interest on the 2023 Bonds shall be payable as provided in Section 2.02(E) of the Fiscal Agent Agreement, with the Closing Date as used therein being the Closing Date for the 2023 Bonds, and payments shall be made on the 2023 Bonds as provided in Section 2.02(F) and this Supplemental Agreement No. 4. Section 13.04. Redemption of 2023 Bonds. (A) Redemption Dates. (i) Optional Redemption. The 2023 Bonds are subject to optional redemption from any source of available funds (other than Prepayments of the Special Tax by property owners), in whole or in part among maturities as specified by the City and by lot within a maturity, on any date on and after September 1, 20___ at the following respective redemption prices (expressed as percentages of the principal amount of the 2023 Bonds to be redeemed), plus accrued interest thereon to the date of redemption: Redemption Dates Redemption Price Any Date from 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 (ii) 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:
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Redemption Dates Redemption Price Any Interest Payment Date through March 1, 20___ 103% September 1, 20___ and March 1, 20___ 102 September 1, 20___ and March 1, 20___ 101 September 1, 20___ and any Interest Payment Date thereafter 100 (iii) Mandatory Sinking Payment Redemption. The Term 2023 Bonds maturing September 1, 20___, September 1, 20___, September 1, 20___ and September 1, 20___ are subject to mandatory sinking payment redemption in part on September 1, 20___, September 1, 20___, September 1, 20___ and September 1, 20___, respectively, and on each September 1 thereafter to maturity, by lot, at a redemption price equal to 100% of the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts as set forth in the following tables: Term 2023 Bonds Maturing September 1, 20___ Mandatory Redemption Date (Sept. 1) Sinking Fund Payment Term 2023 Bonds Maturing September 1, 20___ Mandatory Redemption Date (Sept. 1) Sinking Fund Payment Term 2023 Bonds Maturing September 1, 20___ Mandatory Redemption Date (Sept. 1) Sinking Fund Payment
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Term 2023 Bonds Maturing September 1, 20___ Mandatory Redemption Date (Sept. 1) Sinking Fund Payment The amounts in the foregoing tables shall be reduced pro rata, at the direction of the City in an Officer’s Certificate, as a result of any prior partial optional or mandatory redemption of the Term 2023 Bonds pursuant to clause (A)(i) or clause (A)(ii) above. In the event of a redemption pursuant to clause (A)(i) or clause (A)(ii) above, the City shall provide the Fiscal Agent with a revised sinking fund schedule giving effect to the redemption so completed. In lieu of redemption under this Section 13.04, 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. (B) Notice to Fiscal Agent. The City shall give the Fiscal Agent an Officer’s Certificate containing notice of its intention to redeem 2023 Bonds pursuant to clause (A)(i) or clause (A)(ii) not less than 45 days prior to the applicable redemption date. (C) Redemption Procedure by Fiscal Agent; Rescission; Effect of Redemption. The redemption provisions set forth in Section 2.03(C) and Section 2.03(D) shall apply to the 2023 Bonds as if set forth herein. Section 13.05. Form of 2023 Bonds; Authentication and Delivery. (A) Form of 2023 Bonds. The 2023 Bonds, the form of Fiscal Agent’s certificate of authentication, and the form of assignment to appear thereon, shall be substantially in the respective forms set forth in Exhibit F attached hereto and by this reference incorporated herein, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Agreement and the Act. (B) Execution of 2023 Bonds. The 2023 Bonds shall be executed on behalf of the City by the Mayor and the City Clerk of the City who are in office on the date of adoption of this Agreement or at any time thereafter, and the seal of the City may be impressed, imprinted or reproduced by facsimile signature thereon. If any officer whose signature appears on any 2023 Bond ceases to be such officer before delivery of the 2023 Bonds to the Owner, such signature shall nevertheless be as effective as if the officer had remained in office until the delivery of the 2023 Bonds to the Owner. Any 2023 Bond may be signed and attested on behalf of the City by such persons as at the actual date of the execution of such 2023 Bond shall be the proper officers of the City although at the nominal date of such 2023 Bond any such person shall not have been such officer of the City.
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Only such of the 2023 Bonds as shall bear thereon a certificate of authentication in the form set forth in Exhibit F, manually or electronically executed and dated by the Fiscal Agent, shall be valid or obligatory for any purpose or entitled to the benefits of this Agreement, and such certificate of the Fiscal Agent shall be conclusive evidence that such 2023 Bonds have been duly authenticated and delivered hereunder and are entitled to the benefits of this Agreement. (C) Authentication and Delivery of 2023 Bonds; Transfer and Exchange; Additional Provisions of the 2023 Bonds. At any time after the execution of this Supplemental Agreement No. 4 and delivery by the City of an Officer’s Certificate that the requirements of Section 5.17 of the Fiscal Agent Agreement for the issuance of the 2023 Bonds as Additional Bonds have been met, the City may issue the 2023 Bonds for the District in the aggregate principal amount set forth in Section 13.02 and deliver the 2023 Bonds to the Original Purchaser. The Authorized Officers of the City are hereby authorized and directed to deliver any and all documents and instruments necessary to cause the issuance of the 2023 Bonds in accordance with the provisions of the Act and the Fiscal Agent Agreement, as supplemented by this Supplemental Agreement No. 4, to authorize the payment of 2023 Costs of Issuance and costs of the Project by the Fiscal Agent from the proceeds of the 2023 Bonds and to do and cause to be done any and all acts and things necessary or convenient for delivery of the 2023 Bonds to the Original Purchaser. The provisions of Sections 2.06 through 2.13 of the Fiscal Agent Agreement shall apply to the 2023 Bonds in a like manner as applied to the Prior Bonds. Section 13.06. Application of Proceeds of Sale of 2023 Bonds. (A) Proceeds of 2023 Bonds. The proceeds of the purchase of the 2023 Bonds by the Original Purchaser in the amount of $_________ (which is equal to the par amount of the 2023 Bonds, less a [net] original issue discount of $_______ and less the Underwriter’s discount of $________), shall be paid to the Fiscal Agent, who shall forthwith set aside, pay over and deposit such proceeds on the Closing Date as follows: (i) Deposit in the 2023 Improvement Account of the Improvement Fund $_____; (ii) Deposit in the 2023 Reserve Account of the Reserve Fund $_____; (iii) Deposit in the 2023 Capitalized Interest Account $________; and (iv) Deposit in the 2023 Costs of Issuance Fund $__________. (B) 2023 Reserve Account. In accordance with Section 4.03(A), the Fiscal Agent shall establish a separate subaccount within the Reserve Fund known as the “2023 Reserve Account,” into which the amounts set forth in Section 13.06(A)(ii) shall be deposited. The 2023 Reserve Account shall be held by the Fiscal Agent within the Reserve Fund, and administered as set forth in the Fiscal Agent Agreement. The Reserve Requirement for the 2023 Bonds shall not increase at any time. (C) Additional Funds and Accounts. The Fiscal Agent may, in its discretion, establish a temporary fund or account in its books and records to facilitate transfers required under this Section 13.06.
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Section 13.07. 2023 Costs of Issuance Fund. There is hereby established a separate fund to be known as the “2023 Costs of Issuance Fund,” which shall be held by the Fiscal Agent in trust. Amounts in the Costs of Issuance Fund shall be disbursed from time to time to pay 2023 Costs of Issuance, as set forth in an Officer’s Certificate containing respective amounts to be paid to the designated payees, signed by the Chief Financial Officer or a designee thereof and delivered to the Fiscal Agent. The Fiscal Agent shall pay all 2023 Costs of Issuance upon receipt of an invoice from any such payee which requests payment in an amount which is less than or equal to the amount set forth with respect to such payee in such Officer’s Certificate, or upon receipt of an Officer’s Certificate requesting payment of a 2023 Costs of Issuance not listed on the initial Officer’s Certificate delivered to the Fiscal Agent on the Closing Date. Each such Officer’s Certificate shall be sufficient evidence to the Fiscal Agent of the facts stated therein and the Fiscal Agent shall have no duty to confirm the accuracy of such facts. The Fiscal Agent shall maintain the 2023 Costs of Issuance Fund for a period of 45 days from the Closing Date and then shall transfer any moneys remaining therein, including any investment earnings thereon, to the 2023 Improvement Account. Thereafter, every invoice received by the Fiscal Agent shall be paid from amounts on deposit in the 2023 Improvement Account and the Fiscal Agent shall close the 2023 Costs of Issuance Fund. Moneys in the 2023 Costs of Issuance Fund shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits resulting from said investment shall be retained by the Fiscal Agent in the 2023 Costs of Issuance Fund to be used for the purposes of such fund. Section 13.08. [Reserved]. Section 13.09. Procedure for Disbursement of 2023 Improvement Account. (A) Disbursements. Disbursements from the 2023 Improvement Account shall be made by the Fiscal Agent according to the procedure set forth in Section 3.04, and an Officer’s Certificate substantially in the form of Exhibit B to the Fiscal Agent Agreement (except that in such Officer’s Certificate, reference shall be made to the 2023 Improvement Account and to the 2023 Bonds). (B) Investment. Moneys in the Improvement Fund and the accounts established thereunder shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits from the investment of amounts in the Improvement Fund shall be retained by the Fiscal Agent in the Improvement Fund to be used for the purposes of the Improvement Fund. (C) Closing of Fund. Upon the filing of an Officer’s Certificate stating that the portion of the Project to be financed from the Improvement Fund and the accounts established thereunder has been completed and that all costs of such portion of the Project have been paid or are not required to be paid from the Improvement Fund, the Fiscal Agent shall transfer the amount, if any, remaining in the Improvement Fund to the Bond Fund for application to the payment of principal of and interest on the Bonds in accordance with Section 4.02 and the Improvement Fund shall be closed. Section 13.10. Security for 2023 Bonds. The 2023 Bonds shall be Additional Bonds which shall be secured in the manner and to the extent set forth in Articles IV and V, and in this Article XIII. Section 13.11. Effect of this Article XIII. Except as in this Article XIII expressly provided or except to the extent inconsistent with any provision of this Article XIII, the 2023 Bonds shall be deemed to be “Bonds” under and within the meaning of Section 1.03, and every term and
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condition contained in the foregoing provisions of this Agreement shall apply to the 2023 Bonds with full force and effect, with such omissions, variations and modifications thereof as may be appropriate to make the same conform to this Article XIII. SECTION 2. Attachment of Exhibit F. The Fiscal Agent Agreement is hereby further amended by incorporating therein an Exhibit F setting forth the form of the 2023 Bonds, which shall read in its entirety as set forth in Exhibit A attached hereto and hereby made a part hereof. SECTION 3. Additional Amendments to Fiscal Agent Agreement. The Fiscal Agent Agreement is hereby further amended as follows: (A) Section 3.04(A) of the Fiscal Agent Agreement is hereby amended by adding thereto, as a new sixth sentence thereof (a third sentence, fourth sentence, and fifth sentence having been added pursuant to Supplemental Agreement No. 1, Supplemental Agreement No. 2 and Supplemental Agreement No. 3, respectively), the following: “There is also hereby created within the Improvement Fund a separate account designated as the “2023 Improvement Account” of the Improvement Fund, which account is hereby established for purposes of accounting for the use and disposition of 2023 Bond proceeds directed to the Improvement Fund pursuant to Sections 13.06 and 13.09”. (B) It is further acknowledged that pursuant to Supplemental Agreement No. 2, the following section was added to the Fiscal Agent Agreement: “Section 5.19. No Enforced Sanctions. The City covenants and represents that (i) neither it nor any of its subdivisions affiliates, subsidiaries, directors or officers are the target or subject of any sanctions enforced by the US Government, (including, the Office of Foreign Assets Control of the US Department of the Treasury (“OFAC”)), the United Nations Security Council, the European Union, HM Treasury, or other relevant sanctions authority (collectively “Sanctions”); and (ii) neither it nor any of its subdivisions affiliates, subsidiaries, directors or officers will use any payments made pursuant to this Agreement (i) to fund or facilitate any activities of or business with any person who, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business with any country or territory that is the target or subject of Sanctions, or (iii) in any other manner that will result in a violation of Sanctions by any person.” (C) It is further acknowledged that pursuant to Supplemental Agreement No. 1, the Fiscal Agent Agreement was amended such that references in the Fiscal Agent Agreement to the 2019 Bonds which, if the context requires reference to the 2019 Bonds and any Additional Bonds in order to maintain the parity relationship of the 2019 Bonds and any Additional Bonds and the security therefor, shall be deemed to refer to “Bonds” as defined in the Fiscal Agent Agreement rather than “2019 Bonds.” (D) It is further acknowledged that pursuant to Supplemental Agreement No. 1, the sentence in the Fiscal Agent Agreement that “the Reserve Requirement for the 2019 Bonds shall not increase after the date of issuance of the 2019 Bonds” in the definition of “Reserve Requirement” was changed to read as follows: “the Reserve Requirement for each series of Bonds shall not increase after the date of issuance of such series of Bonds.” SECTION 4. Partial Invalidity. If any section, paragraph, sentence, clause or phrase of this Supplemental Agreement No. 4 shall for any reason be held illegal, invalid or unenforceable, such holding shall not affect the validity of the remaining portions of this Supplemental Agreement
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No. 4. The City hereby declares that it would have entered into this Supplemental Agreement No. 4 and each and every other Section, paragraph, sentence, clause or phrase hereof and authorized the issue of the 2023 Bonds pursuant thereto irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses, or phrases of this Supplemental Agreement No. 4 may be held illegal, invalid or unenforceable. SECTION 5. Execution in Counterparts. This Supplemental Agreement No. 4 may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. The exchange of copies of this Supplemental Agreement No. 4 and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Agreement No. 4 as to the parties hereto and may be used in lieu of the original Supplemental Agreement No. 4 and signature pages for all purposes. SECTION 6. Governing Law. This Supplemental Agreement No. 4 shall be construed and governed in accordance with the laws of the State of California applicable to contracts made and performed in such State.
[Signature Page to Supplemental Agreement No. 4 to Fiscal Agent Agreement dated as of August 1, 2023] IN WITNESS WHEREOF, the City and the Fiscal Agent have caused this Supplemental Agreement No. 4 to Fiscal Agent Agreement to be executed as of August 1, 2023. CITY OF ROSEVILLE, a municipal corporation, for and on behalf of the City of Roseville Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) By: DOMINICK CASEY City Manager U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Fiscal Agent By: Vice President ATTEST: By: CARMEN AVALOS City Clerk APPROVED AS TO FORM: By: MICHELLE SHEIDENBERGER City Attorney APPROVED AS TO SUBSTANCE: By: DENNIS KAUFFMAN Assistant City Manager/Chief Financial Officer
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EXHIBIT A TO SUPPLEMENTAL AGREEMENT NO. 4 TO FISCAL AGENT AGREEMENT EXHIBIT F TO FISCAL AGENT AGREEMENT FORM OF 2023 BONDS UNITED STATES OF AMERICA STATE OF CALIFORNIA No. $ CITY OF ROSEVILLE VILLAGES AT SIERRA VISTA COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES) SPECIAL TAX BOND SERIES 2023 INTEREST RATE: MATURITY DATE: BOND DATE: CUSIP: September 1, ____ ________, 2023 REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT: DOLLARS The City of Roseville (the “City”) for and on behalf of the City of Roseville Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) (the “District”), for value received, hereby promises to pay solely from the Special Tax (as hereinafter defined) to be collected in the District or amounts in certain funds and accounts held under the Agreement (as hereinafter defined), to the Registered Owner named above, or registered assigns (the “Owner”), on the Maturity Date set forth above, unless redeemed prior thereto as hereinafter provided, the Principal Amount set forth above, and to pay interest on such principal amount from the Bond Date shown above, or from the most recent Interest Payment Date (as hereinafter defined) to which interest has been paid or duly provided for, semiannually on March 1 and September 1, commencing March 1, 2024 (the “Interest Payment Dates”), at the Interest Rate set forth above, until the principal amount hereof is paid or made available for payment. The principal of this Bond is payable to the Owner hereof in lawful money of the United States of America upon presentation and surrender of this Bond at a designated corporate trust office of U.S. Bank Trust Company, National Association in San Francisco, California, as successor fiscal agent (the “Fiscal Agent”). Interest on this Bond shall be paid by check of the Fiscal Agent mailed by first class mail on each Interest Payment Date to the Owner hereof as of the close of business on the 15th day of the month preceding the month in which the Interest Payment Date occurs (the “Record Date”) at such Owner’s address as it appears on the registration books maintained by the Fiscal Agent, or by wire transfer made on such Interest Payment Date upon written instructions delivered to the Fiscal Agent by the applicable Record Date of any Owner of $1,000,000 or more in aggregate principal amount of Bonds.
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This Bond is one of a duly authorized issue of bonds approved by resolution of the City Council of the City on ___________, 2023 (the “Resolution”), pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, Sections 53311, et seq., of the California Government Code (the “Mello-Roos Act”) for the purpose of providing moneys for the construction and acquisition of improvements within the District, and is one of the bonds designated “City of Roseville Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) Special Tax Bonds, Series 2023” (the “Bonds”). The issuance of the Bonds and the terms and conditions thereof are provided for by a Fiscal Agent Agreement, dated as of July 1, 2019, as amended and supplemented by a Supplemental Agreement No. 1 to Fiscal Agent Agreement dated as of July 1, 2020, a Supplemental Agreement No. 2 to Fiscal Agent Agreement dated as of August 1, 2021, a Supplemental Agreement No. 3 to Fiscal Agent Agreement dated as of August 1, 2022, and a Supplemental Agreement No. 4 to Fiscal Agent Agreement dated as of August 1, 2023 (collectively, the “Agreement”), by and between the City and the Fiscal Agent and this reference incorporates the Agreement herein, and by acceptance hereof the Owner of this Bond assents to said terms and conditions. The Agreement is authorized under, this Bond is issued under and both are to be construed in accordance with, the laws of the State of California. Pursuant to the Mello-Roos Act, the Agreement and the Resolution, the principal of and interest on this Bond are payable, on parity with previously issued bonds of the District, solely from the Special Tax Revenues and the amounts in certain funds held under the Agreement. “Special Tax Revenues” means the proceeds of the facilities special tax (“Special Taxes”) levied under the Mello-Roos Act in the District that are received by the City, including all scheduled payments and delinquent payments thereof, interest thereon and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the special taxes, net of a 1% administration charge of the County of Placer (as such charge may be changed in the future), but not including interest in excess of the interest due on the Bonds or any penalties collected in connection with any such foreclosure. Interest on this Bond shall be payable from the Interest Payment Date next preceding the date of authentication hereof, unless (i) it is authenticated on an Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (ii) such date of authentication is after a Record Date but on or prior to an Interest Payment Date, in which event interest will be payable from such Interest Payment Date, or (iii) such date of authentication is prior to the first Record Date, in which event interest will be payable from the Bond Date shown above; provided however, that if at the time of authentication of this Bond, interest is in default hereon, this Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment hereon. Any tax for the payment hereof shall be limited to the Special Tax, except to the extent that provision for payment has been made by the City as may be permitted by law. The Bonds do not constitute obligations of the City for which the City is obligated to levy or pledge, or has levied or pledged, general or special taxation other than described herein above. The Bonds are subject to optional redemption from any source of available funds (other than Prepayments of the Special Tax by property owners), in whole or in part among maturities as specified by the City and by lot within a maturity, on any date on and after September 1, 20___ at the following respective redemption prices (expressed as percentages of the principal amount of the Bonds to be redeemed), plus accrued interest thereon to the date of redemption:
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Redemption Dates Redemption Price Any Date from 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 The Bonds are subject to mandatory redemption from Prepayments of the Special Tax by property owners, in whole or in part among maturities as specified by the City and by lot within a maturity, on any Interest Payment Date at the following respective redemption prices (expressed as percentages of the principal amount of the Bonds to be redeemed), plus accrued interest thereon to the date of redemption: Redemption Dates Redemption Price Any Interest Payment Date through March 1, 20___ 103% September 1, 20___ and March 1, 20___ 102 September 1, 20___ and March 1, 20___ 101 September 1, 20___ and any Interest Payment Date thereafter 100 The Term Bonds maturing September 1, 20___, September 1, 20___, September 1, 20___ and September 1, 20___ are subject to mandatory sinking payment redemption in part on September 1, 20___, September 1, 20___, September 1, 20___ and September 1, 20___, respectively, and on each September 1 thereafter to maturity, by lot, at a redemption price equal to 100% of the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts as set forth in the following tables: Term Bonds Maturing September 1, 20___ Mandatory Redemption Date (Sept. 1) Sinking Fund Payment Term Bonds Maturing September 1, 20___ Mandatory Redemption Date (Sept. 1) Sinking Fund Payment
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Term Bonds Maturing September 1, 20___ Mandatory Redemption Date (Sept. 1) Sinking Fund Payment Term Bonds Maturing September 1, 20___ Mandatory Redemption Date (Sept. 1) Sinking Fund Payment The amounts in the foregoing tables shall be reduced pro rata as a result of any prior partial optional or mandatory redemption of the Term Bonds. Notice of redemption with respect to the Bonds to be redeemed shall be given to the Owners thereof, in the manner, to the extent and subject to the provisions of the Agreement. This Bond shall be registered in the name of the Owner hereof, as to both principal and interest. Each registration and transfer of registration of this Bond shall be entered by the Fiscal Agent in books kept by it for this purpose and authenticated by its manual signature upon the certificate of authentication endorsed hereon. No transfer or exchange hereof shall be valid for any purpose unless made by the registered owner, by execution of the form of assignment endorsed hereon, and authenticated as herein provided, and the principal hereof, interest hereon and any redemption premium shall be payable only to the registered owner or to such Owner’s order. The Fiscal Agent shall require the Owner requesting transfer or exchange to pay any tax or other governmental charge required to be paid with respect to such transfer or exchange. No transfer or exchange hereof shall be required to be made (i) within 15 days prior to the date established by the Fiscal Agent for selection of Bonds for redemption or (ii) with respect to a Bond after such Bond has been selected for redemption. The Agreement and the rights and obligations of the City thereunder may be modified or amended as set forth therein. The principal of the Bonds is not subject to acceleration upon a default under the Agreement or any other document. This Bond shall not become valid or obligatory for any purpose until the certificate of authentication hereon endorsed shall have been dated and manually signed by the Fiscal Agent. It is hereby certified, recited and declared that all acts, conditions and things required by law to exist, happen and be performed precedent to and in the issuance of this Bond have existed, happened and been performed in due time, form and manner as required by law, and that the amount of this Bond, together with all other indebtedness
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of the City, does not exceed any debt limit prescribed by the laws or Constitution of the State of California. Unless this Bond is presented by an authorized representative of The Depository Trust Company to the Fiscal Agent for registration of transfer, exchange or payment, and any Bond issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein. IN WITNESS WHEREOF, the City of Roseville has caused this Bond to be executed by the facsimile signatures of the Mayor and the City Clerk of the City, all as of the Bond Date stated above. CITY OF ROSEVILLE, for and on behalf of the CITY OF ROSEVILLE VILLAGES AT SIERRA VISTA COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES) By: Mayor By: City Clerk FORM OF FISCAL AGENT’S CERTIFICATE OF AUTHENTICATION This is one of the Bonds described in the Resolution and the Agreement. Dated: _____________, 2023 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Fiscal Agent By: Authorized Signatory
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FORM OF ASSIGNMENT FOR VALUE RECEIVED, the undersigned do(es) hereby sell, assign and transfer unto (Name, address and Tax identification Number of Assignee) the within-mentioned registered Bond and hereby irrevocably constitute(s) and appoint(s) , attorney, to transfer the same on the registration books of the Fiscal Agent with full power of substitution in the premises. Dated: Signature Guaranteed: NOTE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. NOTE: The signature(s) on this Assignment must correspond with the name(s) as written on the face of the within Bond in every particular without alteration or enlargement or any change whatsoever.
Jones Hall Draft 7.11.23
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 VILLAGES AT SIERRA VISTA 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 Villages at Sierra Vista 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 Fiscal Agent Agreement dated as of July 1, 2019, as supplemented and amended, including by a Supplemental Agreement No. 4 to Fiscal Agent Agreement dated as of August 1, 2023 (collectively, the “Fiscal Agent Agreement”) by and between the City and U.S. Bank Trust Company, National Association, as successor fiscal agent (the “Fiscal Agent”). The 2023 Bonds are being issued to (i) construct and acquire certain public facilities of benefit to the District, (ii) provide for a deposit to a debt service reserve account for the 2023 Bonds, (iii) 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 March 1, 2024. The City has previously issued special tax bonds for the District in 2019, 2020, 2021, and 2022, which remain outstanding on a parity basis. The 2023 Bonds represent the fifth series of special tax bonds issued for the District, and the issuance of additional parity bonds in the future is contemplated as ongoing development in the District proceeds, subject to the conditions set forth in the Fiscal Agent Agreement. See “THE BONDS – Authority for Issuance” and “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS –Parity Bonds.” The 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 – DTC AND THE BOOK-ENTRY ONLY SYSTEM.” The 2023 Bonds are secured by and payable from a parity pledge of Special Tax Revenues (as defined herein) derived from Special Taxes (as defined herein) to be levied by the City on real property within the boundaries of the District, from the proceeds of any foreclosure actions brought following a delinquency in the payment of the Special Taxes, and from amounts held in certain funds under the Fiscal Agent Agreement, all as more fully described herein. Unpaid Special Taxes do not constitute a personal indebtedness of the owners of the parcels within the District. In the event of delinquency, proceedings may be conducted only against the parcel of real property securing the delinquent Special Tax. There is no assurance the owners will be able to pay the Special Tax or that they will pay a Special Tax even though financially able to do so. To provide funds for payment of the 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 currently in the District and subject to the Special Tax is composed of completed homes and lots under development, planned to comprise upon build out 1,205 residential homes in the Sierra Vista Specific Plan, which is located in the northwest portion of the City. The land currently in the District constitutes a portion of a larger development project being undertaken by JMC Homes in the area, and additional land is expected to annex into the District from the future annexation area. John Mourier Construction, Inc. (“JMC Homes”) and an affiliated entity are developing most of the property within the District, with Richmond American Homes of Maryland, inc. (“Richmond American Homes”) developing the remaining 143 lots. 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.” NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE CITY, THE COUNTY OF PLACER, THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE 2023 BONDS. THE 2023 BONDS DO NOT CONSTITUTE A DEBT OF THE CITY WITHIN THE MEANING OF ANY STATUTORY OR CONSTITUTIONAL DEBT LIMITATION. THE INFORMATION SET FORTH IN THIS OFFICIAL STATEMENT, INCLUDING INFORMATION UNDER THE HEADING “SPECIAL RISK FACTORS,” SHOULD BE READ IN ITS ENTIRETY. This cover page contains certain information for general reference only. It is not a summary of all of the provisions of the 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 __________, 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 circumstances shall this Preliminary Official Statement constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
CITY OF ROSEVILLE VILLAGES AT SIERRA VISTA COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES) SPECIAL TAX BONDS SERIES 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 Special Tax Consultant and Administrator Willdan Financial Services Temecula, California Appraiser Integra Realty Resources Sacramento, 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 ............................................ 1 ESTIMATED SOURCES AND USES OF FUNDS ........................................................... 7 THE BONDS .................................................. 8 Authority for Issuance .................................. 8 Description of the Bonds ............................. 8 Redemption* .............................................. 10 Transfer or Exchange of Bonds ................. 12 SECURITY AND SOURCES OF PAYMENT FOR THE BONDS ........................................ 13 Special Taxes ............................................ 13 Special Tax Methodology .......................... 14 Levy of Annual Special Tax; Maximum Special Tax ............................................. 16 Special Tax Fund ...................................... 17 Delinquent Payments of Special Tax; Covenant for Superior Court Foreclosure ................................................................ 17 2022 Reserve Account of the Reserve Fund ................................................................ 19 Improvement Fund .................................... 21 Parity Bonds .............................................. 21 DEBT SERVICE SCHEDULES .................... 23 THE SIERRA VISTA SPECIFIC PLAN ........ 24 THE DISTRICT ............................................. 26 Location and Description of the Project and the Immediate Area ................................ 26 Entitlements and Development ................. 30 Environmental Matters .............................. 32 Current and Proposed Development ......... 32 OWNERSHIP OF PROPERTY WITHIN THE DISTRICT ..................................................... 40 Current Property Owners in the District ..... 40 JMC Homes ............................................... 42 JMC Homes ............................................... 42 Richmond American Homes ...................... 42 THE IMPROVEMENTS ................................ 43 Eligible Facilities ........................................ 43 Estimated Cost of the Improvements ........ 45 VALUE OF PROPERTY WITHIN THE DISTRICT ..................................................... 47 Assessed Valuation ................................... 47 The Appraisal ............................................ 47 Value to Special Tax Burden Ratios .......... 49 Special Tax Collections and Delinquencies ................................................................ 53 Overlapping Liens and Priority of Lien ...... 54 Estimated Tax Burden on Single-Family Home ...................................................... 56 SPECIAL RISK FACTORS ........................... 57 Limited Obligation of the City to Pay Debt Service .................................................... 57 Concentration of Ownership ...................... 57 Appraised Values ...................................... 57 Property Values and Property Development ................................................................ 58 Property Values and Property Development ................................................................ 61 FDIC/Federal Government Interests in Properties ............................................... 63 Bankruptcy and Foreclosure Delays ......... 63 Parity Taxes and Special Assessments; Private Debt ............................................ 65 Tax Delinquencies ..................................... 66 No Acceleration Provisions ....................... 67 Ballot Initiatives ......................................... 67 Voter Initiatives .......................................... 67 Pandemic Diseases ................................... 68 Cyber Security ........................................... 68 Potential Early Redemption of Bonds from Prepayments .......................................... 68 CONSTITUTIONAL LIMITATIONS ON TAXATION AND APPROPRIATIONS .......... 69 CONTINUING DISCLOSURE ...................... 70 UNDERWRITING ......................................... 71 MUNICIPAL ADVISOR ................................. 71 LEGAL OPINION .......................................... 71 TAX MATTERS ............................................ 71 NO RATINGS ............................................... 73 NO LITIGATION ........................................... 73 EXECUTION ................................................ 73 APPENDIX A – RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX APPENDIX B – THE APPRAISAL APPENDIX C – THE CITY OF ROSEVILLE AND PLACER COUNTY APPENDIX D – FORM OF OPINION OF BOND COUNSEL APPENDIX E – FORMS OF CONTINUING DISCLOSURE UNDERTAKINGS APPENDIX F – SUMMARY OF CERTAIN PROVISIONS OF FISCAL AGENT AGREEMENT APPENDIX G – DTC AND THE BOOK-ENTRY ONLY SYSTEM
1 OFFICIAL STATEMENT $________* CITY OF ROSEVILLE VILLAGES AT SIERRA VISTA COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES) SPECIAL TAX BONDS SERIES 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 Villages at Sierra Vista 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. On March 21, 2018, the City Council of the City (the “City Council”), as legislative body of the District, adopted a Resolution of Intention to form the District under the Mello-Roos Community Facilities Act of 1982, as amended (the “Act”), to levy a special tax and to incur bonded indebtedness for the purpose of financing the Improvements and making contributions to certain public facilities. After conducting a noticed public hearing, on May 2, 2018, the City Council adopted a Resolution of Formation (the “Resolution of Formation”), which established the District ____________ * Preliminary; subject to change.
2 and a future annexation area for the District (the “Future Annexation Area”), set forth the Rate and Method within the District and set forth the necessity to incur bonded indebtedness in a total amount not to exceed $310,000,000. On the same day, an election was held within the District in which the qualified elector in the District, John Mourier Construction, Inc. (“JMC Homes”), approved the proposed bonded indebtedness and the levy of the Special Tax. Change proceedings were undertaken in the District in January 2019 to amend the Rate and Method, which proceedings were approved by JMC Homes, as the qualified elector in the District. Additional property has been added from the Future Annexation Area into the District since that time, as further described herein. In late 2021 and early 2022 JMC Homes sold 143 finished lots comprising Village FD-10 to Richmond American Homes of Maryland, Inc., a Maryland corporation (“Richmond American Homes”). See “THE DISTRICT” and “OWNERSHIP OF PROPERTY WITHIN THE DISTRICT”. Development in the District. The land currently in the District is developing into 1,205 single-family homes. This constitutes a portion of a larger development project being undertaken by JMC Homes in the area, and additional land currently owned by JMC Homes or Mourier Investments, LLC (“MILLC”), an investment affiliate of JMC Homes, is expected to annex into the District from the Future Annexation Area. Construction status of the 1,205 taxable properties within the District as of June 1, 2023 is summarized as follows: JMC Homes – Excluding FD-10 (1) As of June 1, 2023 Description Number of Lots Number of Building Permits Issued Lots Not Yet Finished Finished Lots Model Homes Released Units Not Sold Sold Backlog Sold & Closed Ph 1 (Initial Boundary) – 2019 JM-20 Phase 1 88 83 0 5 4 0 0 79 JM-2 Phase 1 92 92 0 0 0 0 0 92 JM-3 Phase 1 83 83 0 0 0 1 0 82 JM-4 Phase 1 92 89 0 3 3 0 0 86 JM-4 Phase 2 40 40 0 0 0 0 0 40 Sub-Total 395 387 0 8 7 1 0 379 Ph 2 (First Annexation) – 2020 JM-2 Phase 2 95 95 0 0 0 0 0 95 JM-3 Phase 2 44 44 0 0 0 0 0 44 JM-20 Phase 2 75 75 0 0 0 1 9 65 JM-20 Phase 3.1A 69 69 0 0 0 0 0 69 Sub-Total 283 283 0 0 0 1 9 273 Phase 3 (Second Annexation) – 2021 JM-20 Phase 3.1B 39 39 0 0 0 0 6 33 JM-21 80 29 0 51 3 10 5 11 JM-40 35 28 0 7 0 15 13 0 Sub-Total 154 96 0 58 3 25 24 44 Phase 4 (Third Annexation) – 2022 FD-6 95 0 0 95 0 0 0 0 Sub-Total 95 0 0 95 0 0 0 0 Phase 5 (Fourth Annexation) – 2023 FD-24 (2) 135 0 0 135 0 0 0 0 Sub-Total 135 0 0 135 0 0 0 0 Total 1,062 766 0 296 10 27 33 696 ____________________ (1) FD-10 (143 lots) was sold by JMC Homes to Richmond American Homes in December 2021 and March 2022. The status of development of these lots is described elsewhere herein. (2) FD-24 (135 lots) was transferred by MILLC to FD-24 LLC as unimproved lots and have no vertical home construction. Finished lots are based on building permit availability. Source: JMC Homes.
3 Richmond American Homes – FD-10 (143 Lots) As of June 1, 2023 Village FD-10 Neighborhood Total No. Planned Units Final Mapped Parcels Units Completed and Closed
Units Under Construction and in Escrow
Units Under Construction and Unsold(1)
Units Completed and Unsold(1)
Finished Lots not Under Construction Seasons 143 143 6 [__] [__] [__] [__] ____________________ Source: Richmond American Homes. 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 Fiscal Agent Agreement dated as of July 1, 2019, as supplemented and amended by a Supplemental Agreement No. 1 to Fiscal Agent Agreement dated as of July 1, 2020, Supplemental Agreement No. 2 to Fiscal Agent Agreement dated as of August 1, 2021, Supplemental Agreement No. 3 to Fiscal Agent Agreement dated as of August 1, 2022 and Supplemental Agreement No. 4 to Fiscal Agent Agreement dated as of August 1, 2023 (collectively, the “Fiscal Agent Agreement”) between the City and U.S. Bank Trust Company, National Association, as successor fiscal agent (the “Fiscal Agent”). 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 March 1, 2024. 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 Participants and Indirect Participants, as more fully described herein. See “APPENDIX G – DTC AND THE BOOK-ENTRY ONLY SYSTEM.” Use of Proceeds. Proceeds of the 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) as part of the development being undertaken by JMC Homes. The Improvements consist generally of water, wastewater, drainage, roadway and other infrastructure improvements necessary for development of property within the District and the surrounding area, as well as park and open space improvements (which include environmental mitigation costs). See “THE IMPROVEMENTS.” Proceeds of the 2023 Bonds will also be deposited to a debt service reserve account for the 2023 Bonds, [[to fund capitalized interest to March 1, 2024,]] and to pay costs of issuance. Security and Source of Payment of the Bonds. As security for the payment of the Bonds, a special tax applicable to each taxable parcel in the District will be levied and collected according to the tax liability determined by the City Council through the application of the Amended Rate,
4 Method of Apportionment, and Manner of Collection of Special Tax for the District (the “Rate and Method”). The Rate and Method is set forth in its entirety in APPENDIX A hereto. Pursuant to the Rate and Method, a “Facilities Special Tax” will be levied and collected until the earlier of (i) the Transition Year or (ii) Fiscal Year 2082-83, and a “Maintenance Special Tax” will be levied and collected beginning in the Transition Year. Only the “Facilities Special Tax” is pledged to the payment of the Bonds, and the definition of “Special Taxes” used in the Fiscal Agent Agreement and this Official Statement refers only to the “Facilities Special Tax” levied in accordance with the Rate and Method. See “SECURITY AND SOURCES OF PAYMENT OF THE BONDS – Special Tax Methodology.” The 2023 Bonds, Prior Bonds and any Additional Bonds are payable from the “Special Tax Revenues,” consisting of the proceeds of the Special Taxes received by the City, including all scheduled payments and delinquent payments thereof, interest thereon and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the Special Taxes, net of the administration charge of the County (currently at 1%), but do not include any interest in excess of the interest due on the Bonds or any penalties collected in connection with any such foreclosure. The 2023 Bonds are also payable from amounts held in certain funds and accounts pursuant to the Fiscal Agent Agreement, including a reserve fund, all as more fully described herein. See “– 2023 Reserve Account of the Reserve Fund,” below. The Special Taxes represent liens on the parcels of land subject to a Special Tax, and failure to pay the Special Taxes could result in proceedings to foreclose the delinquent property. The Special Taxes do not constitute the personal indebtedness of the owners of taxed parcels. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Special Tax Methodology” and “APPENDIX A – RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX.” Additional Parity Bonds. The maximum authorized indebtedness for the District is $310,000,000. The City has previously issued the following series of special tax bonds pursuant to this authorization: • $12,540,000 City of Roseville Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) Special Tax Bonds, Series 2019 (the “2019 Bonds”); • $9,835,000 City of Roseville Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) Special Tax Bonds, Series 2020 (the “2020 Bonds”); • $10,375,000 City of Roseville Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) Special Tax Bonds, Series 2021 (the “2021 Bonds”); and • $3,405,000 City of Roseville Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) Special Tax Bonds, Series 2022 (the “2022 Bonds”). Collectively, the 2019 Bonds, 2020 Bonds, 2021 Bonds and 2022 Bonds are referred to as the “Prior Bonds.” The 2023 Bonds represent the fifth series of special tax bonds issued under the authorization, and additional series of parity bonds are expected in the future to finance additional infrastructure improvements needed by JMC Homes for the development of the project as additional property is annexed into the District. In addition, the City may utilize a portion of the available authorized bond amount for the funding of certain deferred impact fees owed to the City, as described below under “– Use of Bond Authorization for Development Impact Fee Deferral Bonds.” Any special tax bonds issued for the District in the future that are secured on parity with the 2023 Bonds and Prior Bonds (herein, “Additional Bonds” and collectively with the 2023 Bonds and Prior
5 Bonds, the “Bonds”) are required to meet certain conditions of issuance as set forth in the Fiscal Agent Agreement, and no bonds having a lien senior to the lien of the Bonds are allowed. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Parity Bonds.” The principal amount of the 2023 Bonds has been sized based on the Special Taxes that can be generated from the 135 residential lots annexed into the District in 2023 (although all of the Special Taxes levied in the District are pledged to the 2023 Bonds, Prior Bonds and any Additional Bonds, on a parity basis). Additional Bonds are expected to be issued in multiple series for the purpose of financing the improvements as additional property in the future annexation area is annexed into the District, resulting in the currently projected total aggregate principal amount of 2023 Bonds, Prior Bonds and additional bonds of approximately $110,000,000. This approximate principal amount does not take into account refunding bonds and bonds issued to pay for the Development Impact Fee Deferral (described below) for property in the District. However, the actual aggregate amount of Additional Bonds to fund Improvements and the Development Impact Fee Deferral may vary depending on interest rates at the time of bond issuance, the timing of each bond issue and other factors that may impact the timing and size of each bond issue. Use of Bond Authorization for Development Impact Fee Deferral Bonds. In connection with the approval of development in the District, the City agreed that payment of certain impact fees owed by JMC Homes and merchant builders will be deferred (referred to as the “Development Impact Fee Deferral” in the Rate and Method) to allow payment of the deferred fees after the 2019 Bonds have been fully paid. The City expects to receive payment for the deferred impact fees either through continued collection of Special Taxes or through the issuance of future bonds after the 2019 Bonds have matured. If the City chooses to issue bonds to pay deferred impact fees, the remaining authorization will be available to be utilized by the City as a means therefor. 2023 Reserve Account of the Reserve Fund. In connection with the issuance of the 2019 Bonds, a Reserve Fund (the “Reserve Fund”) was established under the Fiscal Agent Agreement, and within the Reserve Fund separate accounts are established for each series of Bonds. Accordingly, a reserve account for the 2023 Bonds will be established within the Reserve Fund (the “2023 Reserve Account”). Amounts in each Reserve Account are available solely for the payment of debt service on the related series of Bonds. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Reserve Fund.” If there are additional delinquencies after depletion of funds in any Reserve Account, the City is not obligated to supplement the Reserve Accounts. Appraised Value of Property. Property in the District is security for the Special Tax which secures the Bonds. The City authorized the preparation of an appraisal with a date of value of June 1, 2023 for the 723 lots currently within the District without an improved assessed value, which sets forth an aggregate not-less-than appraised value of $211,423,000 as of such date. The appraiser combined that amount with the assessed value of the 482 then existing homes with an improved assessed value in the District to arrive at an estimated total value of taxable property in the District (1,205 total properties) of $467,685,052. The valuation accounts for the impact of the lien of the Special Tax and assumes certain proceeds from the 2023 Bonds (but not any Additional Bonds that may be issued in the future) are available to reimburse for certain completed infrastructure improvements and fund ongoing improvements, and adds the estimated bond amount to the value of property. See “THE IMPROVEMENTS.” In considering the estimates of value evidenced by the appraisal, it should be noted that the appraisal is based upon a number of standard and special assumptions, which affect the estimates as to value, in addition to the assumption of completion of the Improvements and the availability of certain of the proceeds of the 2023 Bonds to reimburse for completed Improvements. See “VALUE OF PROPERTY WITHIN THE DISTRICT – The Appraisal” and APPENDIX B.
6 The $467,685,052 estimated value of property in the District as shown in the appraisal is ____* times the $____________* aggregate principal amount of the direct and overlapping bonded debt in the District (including the 2023 Bonds). This is an average, and individual parcels may vary widely from the average. See “VALUE OF PROPERTY WITHIN THE DISTRICT – Value to Special Tax Burden Ratios.” The appraised value of the appraised parcels in the District was computed as of June 1, 2023. Development of land in the District and home building by JMC Homes, FD-24 LLC (an affiliate of JMC Homes) and Richmond American Homes is underway. As of June 1, 2023, JMC Homes had sold and closed 696 homes to individuals and Richmond American Homes had sold and closed 6 homes to individuals. See “THE DISTRICT – Development in the District” and “OWNERSHIP OF PROPERTY WITHIN THE DISTRICT.” 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 funds established and pledged to the Bonds under the Fiscal Agent Agreement, and neither the payment of the interest on nor principal of or redemption premiums, if any, on the 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 funds established and pledged to the Bonds, as provided in the Fiscal Agent Agreement. Summary of Information. Brief descriptions of certain provisions of the Fiscal Agent Agreement, the Bonds and certain other documents are included herein. The descriptions and summaries of documents herein do not purport to be comprehensive or definitive, and reference is made to each such document for the complete details of all its respective terms and conditions, copies of which are available for inspection at the office of the Chief Financial Officer of the City. All statements herein with respect to certain rights and remedies are qualified by reference to laws and principles of equity relating to or affecting creditors’ rights generally. Capitalized terms used in this Official Statement and not otherwise defined herein have the meanings ascribed to such terms in the Fiscal Agent Agreement. The information and expressions of opinion herein speak only as of the date of this Official Statement and are subject to change without notice. Neither delivery of this Official Statement, any sale made hereunder, nor any future use of this Official Statement shall, under any circumstances, create any implication that there has been no change in the affairs of the City or the District since the date hereof. 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. ____________ * Preliminary; subject to change.
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: Estimated Sources of Funds: Principal Amount of 2023 Bonds $ Plus/Less: [Net] Original Issue Premium/Discount Total $ Estimated Uses of Funds: Deposit to Improvement Fund $ Deposit to 2023 Reserve Account of the Reserve Fund(1) Costs of Issuance(2) Total $ (1) Equal to the Reserve Requirement for the 2023 Bonds. [(2) Includes fees of bond and disclosure counsel, fees, expenses and charges of the Fiscal Agent, printing costs, fees of the special tax administrator, appraiser, and municipal advisor, Underwriter’s discount, and other costs of issuance.
8 THE BONDS Authority for Issuance The 2023 Bonds are issued pursuant to the Fiscal Agent Agreement, the Resolution of Issuance and the Act. On March 21, 2018, the City Council adopted a Resolution of Intention to form a community facilities district under the Act, to levy a special tax and to incur bonded indebtedness for the purpose of financing the Improvements and making contributions to certain public facilities. After conducting a noticed public hearing, on May 2, 2018, the City Council adopted the Resolution of Formation, which established the District and the Future Annexation Area, set forth the Rate and Method within the District and set forth the necessity to incur bonded indebtedness in a total amount not to exceed $310,000,000. On the same day, an election was held within the District in which the qualified elector in the District, JMC Homes, approved the proposed bonded indebtedness and the levy of the Special Tax. Change proceedings were undertaken in the District in January 2019 to amend the Rate and Method, which proceedings were approved by JMC Homes, as the qualified elector in the District. See “OWNERSHIP OF PROPERTY WITHIN THE DISTRICT” below and APPENDIX A. The principal amount of the 2023 Bonds has been sized based on the Special Taxes that can be generated from the 135 residential units annexed into the District in 2023 (although all of the Special Taxes levied in the District are pledged to the 2023 Bonds, Prior Bonds and any Additional Bonds, on a parity basis). Additional Bonds are expected to be issued for Improvements as additional property in the future annexation area is annexed into the District. For the purpose of financing the Improvements, Bonds are expected to be issued in an aggregate principal amount of approximately $110,000,000, including the 2023 Bonds, Prior Bonds and future Additional Bonds. This approximate principal amount does not take into account refunding bonds and bonds issued to pay for the Development Impact Fee Deferral for property in the District. However, the actual aggregate amount of Additional Bonds to fund Improvements and the Development Impact Fee Deferral may vary depending on interest rates at the time of bond issuance, the timing of each bond issue and other factors that may impact the timing and size of each bond issue. Description of the Bonds Bond Terms. The 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 March 1, 2024. 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 (“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
9 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 Participants and Indirect Participants, as more fully described herein. See “APPENDIX G – DTC AND THE BOOK-ENTRY ONLY SYSTEM.” Calculation and Payment of Interest. Interest on the 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 – DTC AND THE BOOK-ENTRY ONLY SYSTEM.” 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 – DTC AND THE BOOK-ENTRY ONLY SYSTEM.”
10 Redemption* Optional Redemption. The 2023 Bonds are subject to optional redemption from any source of available funds (other than Prepayments of the Special Tax by property owners), in whole or in part among maturities as specified by the City and by lot within a maturity, on any date on and after September 1, 20__ at the following respective redemption prices (expressed as percentages of the principal amount of the 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: Redemption Dates Redemption Price September 1, 20__ through and including March 1, 20__ 103% September 1, 20__ and March 1, 20__ 102 September 1, 20__ and March 1, 20__ 101 September 1, 20__ and any Interest Payment Date thereafter 100 Mandatory Sinking Fund Redemption. The Term 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) _____________ * Preliminary, subject to change.
11 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, at the direction of the City in an Officer’s Certificate, as a result of any prior partial optional redemption or mandatory redemption of the 2023 Bonds. In the event of a Prepayment, the City shall determine the allocation of prepayment proceeds among the 2023 Bonds, Prior Bonds and Additional Bonds (if any). Purchase In Lieu of Redemption. In lieu of redemption, moneys in the Bond Fund may be used and withdrawn by the Fiscal Agent for purchase of Outstanding 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 designated corporate trust office of the Fiscal Agent; but such mailing is not a condition precedent to such redemption and failure to mail or to receive any such notice, or any defect therein, will not affect the validity of the proceedings for the redemption of such 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 then surrendered at the designated corporate trust 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 that results in relatively uniform debt service. Upon surrender of 2023 Bonds redeemed in part only, the City will execute and the Fiscal Agent will authenticate and
12 deliver to the registered Owner, at the expense of the City, a new 2023 Bonds, of the same series and maturity, of authorized denominations in aggregate principal amount equal to the unredeemed portion of the 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 – DTC AND THE BOOK-ENTRY ONLY 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.
13 SECURITY AND SOURCES OF PAYMENT FOR THE BONDS Special Taxes The Bonds (consisting of the 2023 Bonds, Prior Bonds and any Additional Bonds that may be issued in the future) are payable from and secured by proceeds of the Special Taxes received by the City, including all scheduled payments and delinquent payments thereof, interest thereon and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the Special Taxes (but excluding any interest in excess of the interest due on the Bonds or any penalties collected in connection with any such foreclosure), and net of a 1% administration charge of the County (the “Special Tax Revenues”). All of the Special Tax Revenues and all moneys deposited in the Bond Fund and, until disbursed as provided herein, in the Improvement Fund and the Special Tax Fund are pledged to secure the repayment of the Bonds. In addition, with respect to each Series of Bonds, all moneys in the applicable subaccount of the Reserve Fund for such Series is pledged to secure the repayment of the applicable Series. The Special Tax Revenues and all moneys deposited into such funds (except as otherwise provided in the Fiscal Agent Agreement) are dedicated to the payment of the principal of, including any mandatory sinking fund payments, and interest and any premium on, the Bonds as provided in the Fiscal Agent Agreement and in the Act until all of the Bonds have been paid and retired or defeased in accordance with the Fiscal Agent Agreement. A Special Tax applicable to each taxable parcel in the District will be levied and collected according to the tax amount determined by the City Council through the application of the Rate and Method administered by Willdan Financial Services, Temecula, California (the “Special Tax Administrator”) and set forth in APPENDIX A hereto for all taxable properties in the District. Prior to remittance of the Special Tax collections to the City, the County deducts and retains a 1% County administration fee, as noted above. Interest and principal on the Bonds is payable from the annual Special Tax Revenues to be paid to the City from Special Tax levies and collections on taxable property within the District, from amounts held in certain funds and accounts established under the Fiscal Agent Agreement and from the proceeds, if any, from the sale of such property for delinquency of such Special Taxes. The Special Taxes are exempt from the property tax limitation of Article XIIIA of the California Constitution, pursuant to Section 4 thereof as a “special tax” authorized by a two-thirds vote of the qualified electors. The levy of the Special Taxes was authorized by the City pursuant to the Act in an amount determined according to the Rate and Method approved by the City. See “Special Tax Methodology” below and “APPENDIX A – RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX.” The amount of Special Taxes that the District may levy in any year, and from which principal and interest on the Bonds is to be paid, is strictly limited by the maximum rates approved by the qualified electors within the District, which is set forth in the Rate and Method. Under the Rate and Method, Special Taxes for the purpose of making payments on the Bonds will be levied annually in an amount not in excess of the maximum approved amount. The Special Taxes and any interest earned on the Special Taxes constitute a trust fund for the principal of and interest on the Bonds pursuant to the Fiscal Agent Agreement and, so long as the principal of and interest on these obligations remains unpaid, the Special Taxes and investment earnings thereon will not be used for any other purpose, except as permitted by the Fiscal Agent Agreement, and will be held in trust for the benefit of the owners thereof and will be applied pursuant to the Fiscal Agent Agreement. The Rate and Method apportions the Annual Facilities Costs (as defined in the Rate and Method and described below) among the taxable parcels of real property within the District according to the rate
14 and methodology set forth in the Rate and Method. See “Special Tax Methodology” below. See also “APPENDIX A – RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX.” The City may levy the Special Tax up to the amount of the Maximum Annual Facilities Special Tax set forth in the Rate and Method, if conditions so require. The City has covenanted to annually levy the Special Taxes in an amount at least sufficient to pay the Annual Facilities Costs (as defined below). Because each Special Tax levy is limited to the Maximum Annual Facilities Special Tax rates authorized as set forth in the Rate and Method, no assurance can be given that, in the event of Special Tax delinquencies, the amount of the Annual Facilities Costs will in fact be collected in any given year. In addition, Section 53321(d) of the Act provides that the special tax levied against any parcel for which an occupancy permit for private residential use has been issued may not be increased as a consequence of delinquency or default by the owner of any other parcel within a community facilities district by more than 10% above the amount that would have been levied in such Fiscal Year had there never been any such delinquencies or defaults. See “SPECIAL RISK FACTORS – Tax Delinquencies” herein. The Special Taxes are collected for the City by the County in the same manner and at the same time as ad valorem property taxes. Special Tax Methodology Pursuant to the Rate and Method, a “Facilities Special Tax” will be levied and collected until the earlier of (i) the Transition Year or (ii) Fiscal Year 2082-83, and a “Maintenance Special Tax” will be levied and collected beginning in the Transition Year. For the definition of “Transition Year” and related matters, see APPENDIX A. Only the “Facilities Special Tax” is pledged to the payment of the Bonds, and the definition of “Special Taxes” used in the Fiscal Agent Agreement and this Official Statement refers only to the “Facilities Special Tax” levied in accordance with the Rate and Method. Capitalized terms set forth in this section and not otherwise defined have the meanings set forth in the Rate and Method. Determination of Annual Facilities Costs. Each year, the City will determine the Annual Facilities Costs of the District for the upcoming Fiscal Year. The “Annual Facilities Costs” includes the following amounts (less any available earnings on any reserve fund, special tax funds, available capitalized interest or any other available revenues): (i) Debt Service to be paid from Facilities Special Taxes; (ii) the amount needed to replenish bond reserve funds to the level required by Bond documents, to the extent not included in a computation of Annual Facilities Costs in a previous Fiscal Year; (iii) Administrative Expenses for such Fiscal Year; (iv) the amount needed to (1) cure any delinquencies in the payment of principal or interest on Bonds which have occurred in the prior Fiscal Year, and (2) to fund any foreseeable deficiency of the amount to be available for the payment of principal or interest on Bonds which are expected to occur in the current or any previous Fiscal Year, to the extent not already included in the calculation of Annual Facilities Costs; (v) the amount needed to (1) cure any delinquencies in the payment of the Facilities Special Taxes in the prior Fiscal Year, (2) to fund any foreseeable deficiency of the amount to be available for the payment of Facilities Special Taxes which are expected to
15 occur in such Fiscal Year, in each case, to the extent not already included in the calculation of Annual Facilities Costs; (vi) pay-as-you-go expenditures for authorized improvements; and (vii) during the Deferral Bonding Period, the amount needed to pay Development Impact Fee Deferrals not financed by Bonds. The Annual Facilities Costs is the basis for the amount of Special Tax to be levied within the District. In no event may the City levy a Special Tax in any year above the Maximum Annual Facilities Special Tax identified for each parcel in the Rate and Method. Parcels Subject to the Facilities Special Tax. The Rate and Method refers to five “original parcels,” corresponding to five separate development areas within the District, and additional parcels that are annexed into the District over time. Each fiscal year, the City will prepare a list of the parcels subject to the Special Tax using the records of the City and the County Assessor. The City will tax parcels within each zone within the District pursuant to the Rate and Method. Taxable Parcels that are acquired by a public agency after the District is formed will remain subject to the Facilities Special Tax unless a “trade” resulting in no loss of Facilities Special Tax revenue can be made, as described in the Rate and Method. Limitation on Increases in Levy of Facilities Special Tax. If owners are delinquent in the payment of Facilities Special Taxes, the City may not increase Facilities Special Tax levies to make up for delinquencies for prior Fiscal Years above the Maximum Facilities Special Tax rates specified for each category of property within the District. In addition, Section 53321(d) of the Act provides that the special tax levied against any parcel for which an occupancy permit for private residential use has been issued may not be increased as a consequence of delinquency or default by the owner of any other parcel within a community facilities district by more than 10% above the amount that would have been levied in such Fiscal Year had there never been any such delinquencies or defaults. In cases of significant delinquency, these factors may result in defaults in the payment of principal of and interest on the Bonds. See “SPECIAL RISK FACTORS.” Duration of the Facilities Special Tax; Transition Year. The Facilities Special Tax will be levied and collected (up to maximum allowable amount) until the earlier of (i) the Transition Year or (ii) Fiscal Year 2082-83. Transition Year means the first Fiscal Year following the Fiscal Year in which the Transition Event occurred, and Transition Event means the earlier of (i) after the Initial Bonding Period, the Fiscal Year in which the Administrator determines the Development Impact Fee Deferral has been repaid in full to the City and the City determines funding is no longer needed for Annual Facilities Costs, or (ii) Fiscal Year 2083-84. Initial Bonding Period means the period in which Bonds are outstanding which financed or refinanced Authorized Facilities costs other than the Development Impact Fee Deferral. Prepayment of the Facilities Special Tax. The Rate and Method provides that landowners may prepay some of the Facilities Special Tax by a cash settlement with the City. The amount of the prepayment required is to be calculated according to a formula set forth in the Rate and Method, which is generally based on the net present value of the remaining years in which the Facilities Special Tax will be collected, including the effect of a 2% per year escalation factor applicable for the time Bonds remain outstanding using a discount rate equal to the most current yield for the 30-year Treasury Constant Maturity as the discount factor, plus an amount representing the Development Impact Fee Deferral Amount (which amount is not available for prepayment of the Bonds), all as described in Section 8 of the Rate and Method set forth in APPENDIX A. Prepayment
16 is only allowed if the City determines that the prepayment does not jeopardize its ability to make timely payments of debt service on outstanding Bonds. Levy of Annual Special Tax; Maximum Special Tax The annual Special Tax will be calculated by the City and levied to provide money for debt service on the Bonds, replenishment of the Reserve Fund, certain delinquencies, administration of the District, and for payment of pay-as-you-go expenditures (to the extent permitted by the City) of the authorized District-funded facilities not funded from Bond proceeds. In no event may the City levy a Special Tax in any year above the maximum identified for each parcel in the Rate and Method. For the 621 low-density-residential (LDR) units in the District, the Maximum Annual Facilities Special Tax for Fiscal Year 2022-23 equals $1,948.38 per unit, while for the 449 planned medium-density-residential (MDR) units in the current boundary of the District, the Maximum Annual Facilities Special Tax for Fiscal Year 2022-23 equals $1,731.89 per unit. However, these amounts are subject to adjustment based upon the actual number of units built (in the event that less homes are built than are expected in the Rate and Method). The Maximum Annual Facilities Special Tax (as defined in the Rate and Method) shall escalate by 2% per year until the Transition Event, and thereafter shall no longer be levied. See “APPENDIX A – RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX” and for a table showing the expected land uses and assigned Maximum Special Taxes, see “Attachment 3” in such Appendix. [Willdan to Update] Annual Special Tax Levy. The Special Tax will be levied each year by calculating the amount needed to be generated by all Taxable Parcels in the District; the Special Tax (up to the maximum allowable amount) will be levied against each Taxable Parcel until the Special Tax revenue equals such amount; however, the Rate and Method establishes a priority for which properties will be levied a Special Tax. First, all “Developed Parcels” (per the Rate and Method, “Developed Parcels” are parcels with a small lot final map) in the District receive a levy of up to the Maximum Annual Facilities Special Tax rate. If additional amounts are needed, a levy is made against each “Small Lot Tentative Map Parcel” in the District, then each “Large Lot Parcel” in the District, then each “Undeveloped Parcel” in the District. For single-family detached property, Developed Parcels are parcels shown on a Final Small Lot Subdivision Map recorded prior to May 1 of the preceding Fiscal Year. See “APPENDIX A – RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX.” The City covenants in the Fiscal Agent Agreement to fix and levy the amount of Special Taxes within the District required for the payment of principal of and interest on any outstanding Bonds of the District becoming due and payable during the ensuing year, including any necessary replenishment or expenditure of the Reserve Fund for the Bonds and an amount estimated to be sufficient to pay the Administrative Expenses during such year, all in accordance with the Rate and Method. The Special Tax is authorized to be levied in an amount not to exceed the Maximum Special Tax levy as described in the Rate and Method notwithstanding that a lower amount is sufficient to pay debt service on the Bonds. The Rate and Method provides a mechanism whereby the City may utilize the pay-as-you-go component to pay for and/or reimburse developers for a portion of the cost of Improvements not funded by proceeds of the bonds issued for the District. Proceeds of the annual Special Tax levy will first be used to pay the “Annual Facilities Costs” (which include debt service payments on the Bonds) other than pay-as-you-go expenditures, and the City contemplates that the levy will include a pay-as-you-go component in an amount equal to the Maximum Annual Facilities Special Tax on Developed Parcels, for deposit into the Improvement Fund for authorized costs not funded from Bond proceeds. See “THE IMPROVEMENTS” and “APPRAISAL OF PROPERTY WITHIN THE DISTRICT.” See also “SECURITY AND SOURCES OF PAYMENT FOR THE
17 BONDS – Special Tax Methodology” above. See “APPENDIX A – RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX” for a copy of the Rate and Method. Special Tax Fund When received, the Special Tax Revenues are required under the Fiscal Agent Agreement to be deposited into a Special Tax Fund to be held by the City in trust for the benefit of the City and the Owners of the Bonds. Within the Special Tax Fund, the City has established and will maintain the Surplus Account, to the credit of which the City will deposit surplus Special Tax Revenue, if any, as described below. Moneys in the Special Tax Fund will be disbursed as provided below and, pending any disbursement, will be subject to a lien in favor of the Owners of the Bonds. All Special Tax Revenue will be deposited in the Special Tax Fund upon receipt. Prior to each Interest Payment Date, the City will withdraw from the Special Tax Fund and transfer (i) to the Fiscal Agent for deposit in the reserve accounts of the Reserve Fund, an amount which when added to the amount then on deposit therein is equal to the Reserve Requirement with respect to each series of Bonds, and (ii) to the Fiscal Agent for deposit in the Bond Fund an amount, taking into account any amounts then on deposit in the Bond Fund, such that the amount in the Bond Fund equals the principal, premium, if any, and interest due on the Bonds on the next Interest Payment Date; provided, however, that as soon as practicable after the receipt by the City of any prepayments of Special Taxes, but no later than 10 Business Days after such receipt, the City shall transfer such prepayments to the Fiscal Agent for deposit into the Prepayment Account to be used for the redemption of Bonds. At such time as deposits to the Special Tax Fund equal the principal, premium if any, and interest becoming due on the Bonds for the current Bond Year and the amount needed to restore the reserve accounts of the Reserve Fund balance to the Reserve Requirement with respect to each series of Bonds, the amount in the Special Tax Fund in excess of such amount may, at the discretion of the City, be transferred to the Surplus Account, which will occur on or after September 2nd of each year. From time to time, the City may withdraw from the Surplus Account of the Special Tax Fund amounts needed to pay the City’s administrative expenses and County fees; provided that such transfers will not be in excess of the portion of the Special Tax Revenues collected by the City that represent levies for administrative expenses. Moneys in the Surplus Account may also be transferred, at the City’s discretion, to the Improvement Fund to pay for costs of the Improvements (including reimbursements to developers for the cost of Improvements not funded from proceeds of bonds issued for the District) or authorized facility contributions, to pay the principal of, premium, if any, and interest on the Bonds or to replenish amounts in the Reserve Fund. See “THE IMPROVEMENTS – Construction and Acquisition of the Improvements.” Delinquent Payments of Special Tax; Covenant for Superior Court Foreclosure The Special Tax will be collected in the same manner and the same time as ad valorem property taxes, except at the City’s option, the Special Taxes may be billed directly to property owners or collected at a different time to meet the City’s financial obligations. In the event of a delinquency in the payment of any installment of Special Taxes, the City is authorized by the Act to order institution of an action in superior court to foreclose the lien therefor. The City has covenanted in the Fiscal Agent Agreement with and for the benefit of the Owners of the Bonds that it will annually on or before September 1 of each year review the public records of the County relating to the collection of the Special Tax in order to determine the amount of the Special Tax collected in the prior fiscal year, and if the City determines on the basis of such review that the amount so collected is deficient by more than 5% of the total amount of the Special Tax levied in the District in such Fiscal Year, it will within 30 days thereafter institute foreclosure proceedings as authorized by the Act in order to enforce the lien of the delinquent installment of the
18 Special Tax against each separate lot or parcel of land in the District for which such installment of the Special Tax is delinquent, and will diligently prosecute and pursue such foreclosure proceedings to judgment and sale; provided, that if the City determines on the basis of such review that (a) the amount so collected is deficient by less than 5% of the total amount of the Special Tax levied in the District in such Fiscal Year, but that property owned by any single property owner in the District is delinquent by more than $5,000 with respect to the Special Tax due and payable by such property owner in such Fiscal Year, or (b) property owned by any single property owner in the District is delinquent cumulatively by more than $3,250 with respect to the current and past Special Tax due (irrespective of the total delinquencies in the District), then the City will institute, prosecute and pursue such foreclosure proceedings in the time and manner provided herein against each such property owner. Under the Act, foreclosure proceedings are instituted by the bringing of an action in the superior court of the county in which the parcel lies, naming the owner and other interested persons as defendants. The action is prosecuted in the same manner as other civil actions. In such action, the real property subject to the special taxes may be sold at a judicial foreclosure sale for a minimum price that will be sufficient to pay or reimburse the delinquent special taxes. The owners of the 2023 Bonds benefit from the 2023 Reserve Account within the Reserve Fund established pursuant to the Fiscal Agent Agreement; however, if delinquencies in the payment of the Special Taxes with respect to the 2023 Bonds are significant enough to completely deplete the 2023 Reserve Account within the Reserve Fund, there could be a default or a delay in payments of principal and interest to the owners of the 2023 Bonds pending prosecution of foreclosure proceedings and receipt by the City of the proceeds of foreclosure sales. Provided that it is not levying the Special Tax at the Maximum Annual Facilities Special Tax rates set forth in the Rate and Method, 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 2023 Bonds, Prior Bonds and any Additional Bonds, and to replenish the reserve accounts established for each respective series of Bonds in the Reserve Fund. However, such adjustment is subject to the Maximum Annual Facilities Special Tax and to the limitation described under the caption “–Special Tax Methodology” above. Under current law, a judgment debtor (property owner) has at least 120 days from the date of service of the notice of levy to redeem the property to be sold. If a judgment debtor fails to redeem and the property is sold, his or her only remedy is an action to set aside the sale, which must be brought within 90 days of the date of sale. If, as a result of such an action a foreclosure sale is set aside, the judgment is revived and the judgment creditor is entitled to interest on the revived judgment as if the sale had not been made (California Code of Civil Procedure Section 701.680). Foreclosure by court action is subject to normal litigation delays, the nature and extent of which are largely dependent upon the nature of the defense, if any, put forth by the debtor and the condition of the calendar of the superior court of the county. Such foreclosure actions can be stayed by the superior court on generally accepted equitable grounds or as the result of the debtor’s filing for relief under the Federal bankruptcy laws. The Act provides that, upon foreclosure, the Special Tax lien will have the same lien priority as is provided for ad valorem taxes and special assessments. See “APPRAISAL OF PROPERTY WITHIN THE DISTRICT – Priority of Lien.” No assurances can be given that the real property subject to a judicial foreclosure sale will be sold or, if sold, that the proceeds of sale will be sufficient to pay any delinquent Special Tax installment. The Act does not require the District to purchase or otherwise acquire any lot or parcel of property foreclosed upon if there is no other purchaser at such sale.
19 Section 53356.6 of the Act requires that property sold pursuant to foreclosure under the Act be sold for not less than the amount of judgment in the foreclosure action, plus post-judgment interest and authorized costs, unless the consent of the owners of 75% of the outstanding Bonds is obtained. However, under Section 53356.6 of the Act, the District, as judgment creditor, is entitled to purchase any property sold at foreclosure using a “credit bid,” where the District could submit a bid crediting all or part of the amount required to satisfy the judgment for the delinquent amount of the Special Tax. If the District becomes the purchaser under a credit bid, the District must pay the amount of its credit bid into the redemption fund established for the Bonds, but this payment may be made up to 24 months after the date of the foreclosure sale. 2023 Reserve Account of Reserve Fund A Reserve Fund has been established under the Fiscal Agent Agreement, and within the Reserve Fund, separate accounts are being established for each series of Bonds. Accordingly, a 2023 Reserve Account is being established for the 2023 Bonds. Amounts in the reserve accounts for the 2019 Bonds, 2020, Bonds and 2021 Bonds and 2022 Bonds are available solely for the payment of debt service on those respective series of Bonds, and amounts in the 2023 Reserve Account are available solely for the payment of debt service on the 2023 Bonds. 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. 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,” which means, with respect to any series of Bonds, the least of (i) 125% of the average Annual Debt Service with respect to the applicable series of Bonds; (ii) Maximum Annual Debt Service with respect to the applicable series of Bonds; and (iii) 10% of the original principal amount of the applicable series of Bonds (or, if the applicable series of Bonds has more than a de minimis amount of original issue discount or premium, 10% of the issue price of such series of Bonds); provided, that— (a) the Reserve Requirement for each series of Bonds shall not increase after the date of issuance of the respective series; (b) in no event shall the City be obligated to deposit an amount in any reserve subaccount in excess of the amount permitted by the applicable provisions of the Code to be so deposited from the proceeds of tax-exempt bonds without having to restrict the yield of any investment purchased with any portion of such deposit and, if the amount of any such deposit is so limited, the Reserve Requirement shall be only the amount of such deposit as permitted by the Code; and (c) the City may meet all or a portion of the Reserve Requirement with respect to any series of Bonds by depositing a Qualified Reserve Fund Credit Instrument. For each series of Additional Bonds, the Fiscal Agent shall establish a separate subaccount within the Reserve Fund for such series and moneys in each subaccount shall be held in trust by the Fiscal Agent for the benefit of the Owners of the respective series of Bonds. The City has the right to either meet the Reserve Requirement at the time of issuance of a series of Bonds or at any time thereafter to cause the Fiscal Agent to release cash from the Reserve
20 Fund, in whole or in part, by tendering to the Fiscal Agent: (1) a Qualified Reserve Fund Credit Instrument, and (2) in the case of a release, an opinion of Bond Counsel stating that such release will not, of itself, cause the portion of the interest on the Bonds secured thereby to become includable in gross income for purposes of federal income taxation. Upon tender of such items to the Fiscal Agent in connection with a release of cash, the Fiscal Agent will transfer such funds to the City. Prior to the expiration of any Qualified Reserve Fund Credit Instrument, if applicable, the City is obligated either to replace such Qualified Reserve Fund Credit Instrument with a new Qualified Reserve Fund Credit Instrument, or to deposit or cause to be deposited with the Fiscal Agent an amount of funds such that the funds on deposit in the Reserve Fund together with all Qualified Reserve Fund Credit Instruments held by the Fiscal Agent are at least equal to the Reserve Requirement (which funds may come from a draw by the Fiscal Agent on the Qualified Reserve Fund Credit Instrument prior to its expiration). “Qualified Reserve Fund Credit Instrument” means an irrevocable standby or direct-pay letter of credit or surety bond issued by a commercial bank or insurance company and deposited with the Fiscal Agent, provided that all of the following requirements are met: (a) the long-term credit rating of such bank or insurance company is rated in the top two categories (without regard to modifier) by Standard & Poor's Financial Services LLC or Moody’s Investors Service, Inc. at the time of issuance; (b) such letter of credit or surety bond has a term of at least 12 months; (c) such letter of credit or surety bond has a stated amount at least equal to the portion of the Reserve Requirement being met by such instrument or with respect to which funds are proposed to be released pursuant to the Fiscal Agent Agreement; and (d) the Fiscal Agent is authorized pursuant to the terms of such letter of credit or surety bond to draw thereunder an amount equal to any deficiencies which may exist from time to time in the Bond Fund for the purpose of making payments required pursuant to the Fiscal Agent Agreement. Whenever, on the Business Day prior to any Interest Payment Date, the amount in any reserve account within the Reserve Fund exceeds the Reserve Requirement for the applicable series of Bonds covered by such reserve account, the Fiscal Agent shall provide written notice to the Chief Financial Officer of the amount of the excess. The Chief Financial Officer shall advise the Fiscal Agent in writing of the amount, if any, of any transfer required pursuant to the Fiscal Agent Agreement, and otherwise direct the Fiscal Agent to transfer an amount equal to the excess to the Improvement Fund, if the Project has not been completed as of the date of such transfer, or if the Project has been completed, to the Bond Fund to be used for the payment of the principal of and interest on the Outstanding Bonds covered by the applicable reserve account in accordance with the Fiscal Agent Agreement; provided, that to the extent that such excess results from the prepayment of Special Taxes and redemption of Bonds, such amount shall be transferred to the Prepayment Account and applied to the corresponding redemption of Bonds. Whenever the balance in the Reserve Fund exceeds the amount required to redeem or pay the Outstanding Bonds, including interest accrued to the date of payment or redemption and premium, if any, due upon redemption, and make any other transfer required under the Fiscal Agent Agreement, the Fiscal Agent will transfer the amount in the Reserve Fund to the Bond Fund to be applied, on the next succeeding Interest Payment Date, to the payment and redemption of all of the Outstanding Bonds. If the amount so transferred from the Reserve Fund to the Bond Fund exceeds the amount required to pay and redeem the Outstanding Bonds, the balance in the Reserve Fund will be transferred to the City, after payment of any amounts due the Fiscal Agent, to be used for any lawful purpose of the City.
21 Improvement Fund Under the Fiscal Agent Agreement, there is established an Improvement Fund (and within the Improvement Fund, accounts corresponding to respective series of Bonds), which is to be held in trust by the Fiscal Agent and will be disbursed as provided in the Fiscal Agent Agreement for the payment or reimbursement of the costs of the construction and acquisition of the Improvements in accordance with the Acquisition Agreement (as described herein). Interest earnings from the investment of amounts in the Improvement Fund will be retained in the Improvement Fund to be used for the purposes of the Improvement Fund. Upon completion of the Improvements and payment to JMC Homes or other entities that are due reimbursement for Improvements, the Fiscal Agent will transfer the amount, if any, remaining in the Improvement Fund to the Bond Fund for application to the payment of principal of and interest on the Bonds in accordance with the Fiscal Agent Agreement, and the Improvement Fund will be closed. See “THE IMPROVEMENTS.” Parity Bonds The Resolution of Formation authorizes the issuance of up to $310,000,000 of special tax bonds for the District. In 2019, the City issued $12,540,000 initial principal amount of 2019 Bonds, in 2020, the City issued $9,835,000 initial principal amount of 2020 Bonds, in 2021, the City issued $10,375,000 initial principal amount of 2021 Bonds and in 2022, the City issued $3,405,000 initial principal amount of 2022 Bonds. The 2023 Bonds represent the fifth series of special tax bonds issued under the authorization. The City expects that it will, by a Supplemental Agreement, authorize the issuance of one or more additional series of Additional Bonds payable from Special Taxes and secured by the Special Tax Revenues on a parity with the Bonds, as additional property is annexed in the District and/or through the issuance of bond to finance the Development Impact Fee Deferral, and, to the extent Bonds remain outstanding, upon compliance by the City with the conditions set forth in the Fiscal Agent Agreement, which include the following: (i) There shall be deposited into a reserve account of the Reserve Fund, an amount at least equal to the Reserve Requirement with respect to such Additional Bonds. (ii) For each Bond Year the Additional Bonds are Outstanding, projected Special Taxes Revenues, if levied at the maximum annual Special Tax rates per the Rate and Method, in each Fiscal Year are at least equal to 110% of Debt Service due in the Bond Year that begins in the corresponding Fiscal Year, as calculated by the special tax consultant to the City. (iii) Both of the following conditions are met: (A) Regarding All Parcels in the District: The aggregate value of all parcels in the District subject to the Special Tax, including then existing improvements and any facilities to be constructed or acquired with the proceeds of the Additional Bonds, as determined by an MAI appraisal, assessed valuations shown on the then current County tax roll, or by a combination of both methods, is at least 3.00 times the sum of (1) the aggregate principal amount of all Bonds then Outstanding, plus (2) the aggregate principal amount of the Additional Bonds proposed to be issued, plus (3) the aggregate principal amount of any bonds then outstanding and payable from assessments which are a lien against property in the District, plus (4) a portion of the aggregate principal amount of all bonds issued under the Act, other than Bonds then
22 Outstanding, payable at least partially from special taxes to be levied on parcels of land subject to the Special Tax within the District (the “Other Mello-Roos Bonds”) equal to the aggregate principal amount of the Other Mello-Roos Bonds multiplied by a fraction, the numerator of which is the amount of special taxes levied for the Other Mello-Roos Bonds on parcels of land within the District subject to the Special Tax, and the denominator of which is the total amount of special taxes levied for the Other Mello-Roos Bonds on all parcels of land subject to the Special Tax against which the special taxes are levied to pay the Other Mello-Roos Bonds (such fraction to be determined based upon the special taxes which could be levied the year in which maximum annual debt service on the Other Mello-Roos Bonds occurs), based upon information from the most recent available Fiscal Year. (B) Regarding Recently Annexed Parcels: The aggregate value of the Recently Annexed Parcels, including then existing improvements and any facilities to be constructed or acquired with the proceeds of the Additional Bonds, as determined by an MAI appraisal, assessed valuations shown on the then current County tax roll, or by a combination of both methods, is at least 3.00 times the sum of (1) the Attributable Principal Amount of all Bonds then Outstanding, plus (2) the Attributable Principal Amount of the Additional Bonds proposed to be issued, plus (3) the amount of any bonds then outstanding and payable from assessments which are a lien against the Recently Annexed Parcels, plus (4) the allocation of Other Mello-Roos Bonds determined to be applicable to the Recently Annexed Parcels. As used herein, “Recently Annexed Parcels” means all parcels in the District subject to the Special Tax which were annexed into the District following the closing date for the then-most recently issued series of Bonds, and “Attributable Principal Amount” means for the Bonds or any Additional Bonds, calculated separately, an amount equal to the aggregate outstanding principal amount of such Bonds and Additional Bonds multiplied by a fraction, the numerator of which is the amount of special taxes that will be levied for such Bonds and Additional Bonds on Recently Annexed Parcels in the first fiscal year in which the levy includes debt service for the applicable series of Additional Bonds, and the denominator of which is the total amount of special taxes that will be levied for the Bonds and Additional Bonds on all parcels of land in the District against which the special taxes are levied to pay the Bonds and Additional Bonds in such fiscal year. Additional Bonds may be issued for the purpose of refunding any outstanding Bonds without meeting the foregoing conditions so long as debt service on the refunding Bonds in each Bond Year is less than debt service on the Bonds refunded. Nothing in the Fiscal Agent Agreement shall be interpreted to prohibit issuance of bonds or Additional Bonds secured on a subordinate basis to the Bonds. In connection with the approval of development in the District, the City has agreed that payment of certain impact fees owed by JMC Homes and other builders will be deferred (referred to as the “Development Impact Fee Deferral” in the Rate and Method) to allow payment of the deferred fees after the 2019 Bonds have been fully paid. The City expects to receive payment for the deferred impact fees either through continued collection of Special Taxes or through the issuance of future bonds after the 2019 Bonds have matured. If the City chooses to issue bonds to pay deferred impact fees, the remaining authorization will be available to be utilized by the City as a means therefor.
23 DEBT SERVICE SCHEDULES The Bonds have been sized so that there is at least 110% annual debt service coverage from Special Tax Revenues if levied at the Maximum Annual Facilities Special Tax rate. The annual debt service on the 2023 Bonds, based on the interest rates and maturity schedule set forth on the cover of this Official Statement, together with the annual debt service on the Prior Bonds, in each case, assuming no early redemptions, is set forth below. City of Roseville Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) Parity Debt Service (Prior Bonds and 2023 Bonds) Year Ending (Sept. 1) Prior Bonds Debt Service 2023 Bonds Principal 2023 Bonds Interest 2023 Bonds Debt Service Total Parity Debt Service 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 Totals ____________ Source: Fiscal Agent for Prior Bonds; Underwriter for 2023 Bonds.
24 THE SIERRA VISTA SPECIFIC PLAN The Sierra Vista Specific Plan (“SVSP”) is the primary land use, policy and regulatory document used to guide development of the project area. The Specific Plan establishes a development framework for land use, affordable housing, resource protection, circulation, utilities and services, implementation and design. The intent is to promote the systematic and orderly development of the plan area. All subsequent development projects and related activities in the SVSP area are required to be consistent with the SVSP. The SVSP implements the goals and policies of the City of Roseville General Plan and augments these goals and policies by providing specific direction to reflect conditions unique to the project and Plan Area. The General Plan serves as the long-term policy guide for the physical, economic and environmental growth of the City. The property within the District was included within the SVSP at adoption, and is a component of the SVSP. The full text of the SVSP is available on the City’s website. Land Use Concept. The SVSP is planned primarily as a residential community, with a significant commercial and employment center along Baseline Road, which properties are not part of the District and not subject to the Special Taxes securing the Bonds. The overall mix and intensity of uses is similar to that found in adjacent portions of the City. The SVSP also provides for recreation, open space, employment and educational opportunities available to residents both within and outside the SVSP area. The primary elements that comprise the form of the SVSP land use plan include: the residential neighborhoods; a range of commercial and employment uses, schools, parks and open space, as more particularly described below. Residential Neighborhoods - A variety of housing styles similar to that found elsewhere in the City are planned, including affordable housing and designated age restricted neighborhoods. High density residential comprises approximately 30% of planned residential uses. Commercial and Employment - A range of commercial and employment uses are proposed within the SVSP, including commercial mixed-use, business professional mixed-use, and community commercial uses. Conventional commercial sites are provided as well, typically along arterial roadways. The SVSP’s employment and service uses are intended to complement and further diversify the City’s employment, retail, service, and revenue base. Neighborhood Parks - Neighborhood parks are proposed throughout the SVSP, some are located adjacent to the elementary schools and middle school sites, maximizing the potential for joint-use opportunities with the outdoor recreation facilities. Park facilities range from approximately one to approximately 10 acres in size. Some of the SVSP’s neighborhood parks would be linked to a system of paseos, providing a comprehensive network of pedestrian and bikeway connections to the SVSP’s parks and open space system. Neighborhood parks typically include a mix of soccer and baseball fields, tot lots, playgrounds, picnic area, and hard surface game courts. Open Space - Approximately 317 acres of the SVSP are proposed as Open Space, comprising approximately 15 percent of the total project site acreage. Open Space land use and zoning is generally applied to lands that are environmentally sensitive or otherwise significant due to habitat, natural features, or man-made features. Open space corridors provide for passive recreation opportunities, preservation of significant resources, viewsheds, potential floodwater conveyance and retention, resource mitigation, wildlife
25 movement corridors, and can function to improve the interface between uses. In many locations, the preserve area accommodates a dedicated Class I pedestrian pathway to be shared with a vehicle maintenance road for maintenance activities. In addition, open space areas could accommodate utility lines and provide the conduit for drainage and space for storm water treatment and detention facilities within the SVSP area. Any disturbance or construction within open space preserve areas of the SVSP would comply with the provisions of the Army Corps of Engineers approved Open Space Management Plan and Section 404 permit requirements. Land Use Plan. The SVSP land use plan includes a blend of residential, service, employment, open space and public uses. At the time of adoption the SVSP area was statistically projected to house approximately 22,045 residents and in excess of 9,000 employees. The SVSP includes a total of 8,679 dwelling units on approximately 2,064 gross acres, with many homes currently completed and occupied. Originally designated land uses included a total of approximately 317 acres set aside in open space; 106 acres for dedication to parks; 71 acres of public/quasi-public uses; 190 acres of community commercial; 27 acres of business professional; and 41 acres of commercial mixed use.
26 THE DISTRICT Location and Description of the District and the Immediate Area General. The District currently encompasses 1,205 single-family residential lots, comprising a mix of completed homes, homes under construction and lots under development. JMC Homes originally owned all of the land in the District and Future Annexation Area and is the developer and homebuilder of all of the lots currently in the District other than (1) 143 lots comprising Village FD-10, which were sold to Richmond American Homes in late 2021 and early 2022 as finished lots and (2) 135 lots comprising Village FD-24, which were transferred to FD-24, LLC, a California limited liability company (“FD-24 LLC”), an affiliate of JMC Homes, as unimproved lots. As of June 1, 2023, JMC Homes had sold and closed 696homes to individuals and Richmond American Homes had sold and closed 6 homes to individuals. The land currently in the District constitutes a portion of a larger development project being undertaken in the City by JMC Homes. Additional land is expected to annex into the District from the Future Annexation Area. The boundary of the District as originally formed comprised land planned for 395 homes. Acreage designated for an additional 810 residential units was annexed from the Future Annexation Area into the District in 2020 (283 lots), 2021 (297 lots), 2022 (95 lots) and 2023 (135 lots). The boundary of the District is expected to expand to include an approximate total of 2,383 lots subject to a Special Tax; the remaining 1,178 planned taxable lots in the Future Annexation Area are owned by MILLC, an investment affiliate of JMC Homes, and/or JMC Homes, and are expected to be annexed into the District and developed into an additional 1,178 single family residential units over the next few years and subject to the Special Tax, as market conditions warrant. The District is located in the SVSP area, which is in the northwest portion of the City. The District is divided between the Center Joint Unified School District (K-8 & High School) and the Roseville City School District (K-8) / Roseville Joint Union High School District (High School). The land owned by JMC Homes and its affiliates in the SVSP area is generally level topography, currently with large open annual grassland areas. The SVSP has targeted a majority of the creek corridors, and a portion of the seasonal wetlands, for preservation in permanent open space. High-voltage power lines run adjacent to certain land in the District. See “THE SIERRA VISTA SPECIFIC PLAN” above. Map. A map of the area in which the District is located appears on the next page, followed by a map showing the initial boundary of the District and the original areas in the Future Annexation Area, and following that is a map showing the original District boundary and annexations to date.
27 [Reserved for location area map]
28 [Reserved for boundary map]
29 [Reserved for annexation map]
30 Entitlements and Planned Development JMC Homes and Richmond American Homes have provided the following information with respect to entitlements and current and anticipated development of land in the District. No assurance can be given that all information is complete. No assurance can be given that development of land in the District will be completed, or that it will be completed in a timely manner. Since the ownership of the parcels is subject to change, the development plans outlined below may not be continued by the subsequent owner if the parcels are sold, although development by any subsequent owner will be subject to the SVSP, the Development Agreements described herein and the policies and requirements of the City. No assurance can be given that the plans or projections detailed below will actually occur. Overview. As noted above, development within the current District boundary is anticipated to be consistent with the SVSP land uses, which primarily consist of low-density and medium-density residential neighborhoods. Permitted land uses are configured to reinforce the neighborhood identity and sense of community. See “THE SIERRA VISTA SPECIFIC PLAN” above. MILLC and JMC Homes originally owned all of the approximately 693 acres comprising the overall project, which is approved for development in the SVSP for 2,839 residential units and 20.3 acres of non-residential (retail/office) uses. Property currently in the District and subject to the Special Tax comprises approximately 195 acres planned for 1,205 residential homes. This includes the 73 acres originally planned for 395 residential homes within the original boundary of the District, 42 acres annexed into the District in 2020 planned for 283 residential units, 49 acres annexed into the District in 2021 planned for 297 residential units, 14.5 acres annexed into the District in 2022 planned for 95 residential units, and 16.4 acres annexed in the District in 2023 planned for 135 residential units. The District includes a future annexation area, currently owned by MILLC or JMC Homes, planned for 1,178 residential lots which would be subject to a Special Tax if and when annexed. Entitlements. The entitlements permit a development proposal related to a particular parcel to proceed through tentative map subdivision and design-review permitting processes to final mapping provided the development application is in accord with the entitlements and the final map conditions. The land received full land use approval in 2010, including, but not limited to, approval of Specific Plan Zoning and Development Agreements, and subsequently received a Section 404 (wetlands) permit, California Water Board Section 401 Certification, and U.S. Fish and Wildlife Service Biological Opinion. Phase 1 (Original District). With respect to the 395 lots that were part of the initial District boundary, site development for these 395 lots commenced in May 2018 and all of the improvements have been accepted by the City. Phase 1 is currently near build out. Phase 2 (2020 Annexation). With respect to the 283 lots that annexed into the District in 2020, site development commenced in May 2020 and all the improvements have now been accepted by the City. Phase 2 is currently near build out. Phase 3 (2021 Annexation). With respect to the 297 lots that annexed into the District in 2021, site development commenced in May 2021 and all the improvements have been accepted by the City. Phase 3 currently includes many completed homes and is near build out.
31 Phase 4 (2022 Annexation). With respect to the 95 lots that annexed into the District in 2022, site development commenced in May 2022 and all the improvements have been accepted by the City. Phase 5 (2023 Annexation). With respect to the 135 lots that annexed into the District in 2023, site development commenced in May 2022 with acceptance by the City expected in July 2023. The two small lot final maps were recorded on June 30, 2022. Future Phases. Property in the remaining Future Annexation Area encompasses land planned for development into an additional 1,178 residential units subject to a Special Tax when annexed; these parcels are not currently in the District and are therefore not currently subject to the Special Tax securing the Bonds. JMC Homes anticipates annexing additional lots into the District every few years as market conditions warrant, however, the timing of each annexation and number of lots in each annexation may vary based on market conditions. Much of the infrastructure required in the District has been installed by other developers and will benefit the future phases. Further, the City and JMC Homes could choose to create new community facilities districts or separate improvement areas for land within the Future Annexation Area. Development Agreements. MILLC entered into Development Agreements, dated June 18, 2010 (“Development Agreements”) with the City in accordance with applicable state and local codes. The Development Agreements vest development rights, set forth infrastructure improvements and dedication requirements, secure the timing and methods for financing improvements, and specify other performance obligations as related to development in the Sierra Vista Specific Plan area. All of the property in the District is subject to the requirements of the Development Agreements as well as the SVSP. The Development Agreements were entered into in accordance with Sections 65864 through 65869.5 of the California Government Code, as implemented through Article V, Chapter 19.84 of the City’s Zoning Ordinance No. 802. Development Agreements are the primary implementation tools for the SVSP and are intended to create a binding contract between the City and MILLC and their assigned successors in interest, which set forth the needed infrastructure improvements, park dedication requirements, timing and method for financing improvements and other specific performance obligations of the City and MILLC, including obligations related to development of the property in the District, with the terms, conditions, rules, regulations, entitlements, vested rights and other provisions relating to the development of the property in the District according to the SVSP entitlements. Included are provisions relating to infrastructure improvements, public dedication requirements, landscaping amenities and other obligations of the parties. The Development Agreements have a 30-year term, run with the property, and may be modified only by mutual consent of the City and landowner and in a manner consistent with the SVSP. With the Development Agreements in place, subject to compliance with the terms of the Development Agreements, construction of homes within the District may occur upon City approval of subdivision maps, satisfaction of certain design requirements and conditions of such maps and issuance of building permits. Land use and development entitlements granted under the Development Agreements for property in the District are consistent with the SVSP as described under the caption “THE SIERRA VISTA SPECIFIC PLAN” and summarized above. Improvements. The Development Agreements set forth the responsibility of MILLC and its successors (including JMC Homes and FD-24 LLC) for a portion of the costs of certain public improvements required for its development within the SVSP, including an electric substation. The
32 dedication of the electric substation site occurred on May 26, 2017, and JMC Homes has satisfied its obligations with respect to it. JMC Homes does not believe any of these improvements – including completion of the electric substation by the City – will impair its ability to timely obtain building permits. Funding of the Improvements with the 2023 Bonds and Additional Bonds proceeds will satisfy a portion, but not all, of the relevant obligations of the District for infrastructure improvements required by the Development Agreements. See Table 6 herein for a sources and uses table. The improvements not funded from the 2023 Bonds and Additional Bonds or Special Taxes are required to be funded by FD-24 LLC or its successor(s). See “THE IMPROVEMENTS” below. No Affordable Units. There are no affordable unit requirements for the land in the current District boundary. Environmental Matters Flood Hazard Map Information. According to the Federal Emergency Management Agency’s flood insurance rate maps (Flood Area Panel Number 060243, with an effective date of November 2, 2018), the developable portions of the property in the project area (including land in the District) are located within Flood Zone X, described as areas of minimal flooding (outside of the 100 and 500-year floodplains). Wetland Conditions. According to the City’s planning department, some jurisdictional wetlands will be affected by the development of the project, however the impact has been mitigated by the landowner. No additional environmental permits are required to be obtained. Seismic Conditions. The property expected to be developed as part of the project (including land in the District) is not located within a seismic special studies zone, designated by the California State Division of Mines and Geology, in accordance with the Alquist-Priolo Special Study Zone Act of 1972. Wildfire Hazards. Land in the District is not located in a High or Very High Fire Hazard Severity Zone (FHSZ), as defined by CAL FIRE. Current and Proposed Development Overview. As noted above, development within the current District boundary has so far been, and is anticipated by JMC Homes to continue to be, consistent with the SVSP land uses, which primarily consist of low-density residential neighborhoods. Permitted land uses are configured to reinforce the neighborhood identity and sense of community. See “THE SIERRA VISTA SPECIFIC PLAN” above. The land currently encompasses 1,205 single-family residential lots, comprising a mix of completed homes, homes under construction and lots under development. JMC Homes originally owned all of the land in the District and Future Annexation Area and is the developer and homebuilder of all of the lots currently in the District other than 143 lots comprising Village FD-10 sold to Richmond American Homes in late 2021 and early 2022 as finished lots and the 135 lots comprising FD-24 transferred to FD-24 LLC in early 2022 as unimproved lots. JMC Homes has been actively constructing and selling homes to individual homebuyers and Richmond American Homes recently commenced construction of its models and first phase of production homes. As of
33 June 1, 2023, JMC Homes had sold and closed 696 homes to individuals and Richmond American Homes had sold and closed 6 homes to individuals. Subdivision Maps. The current mapping configuration of parcels in the District, together with final map status, is set forth in the following table. Tentative Map and Final Map Status for Taxable Residential Parcels in the District As of June 1, 2023 Large-Lot Parcel Village Land Use Planned Units Tentative Map Approval Date Small Lot Final Map Record Date Phase 1 JM-2A Monument LDR (Residential) 92 12/12/2013 12/27/2018 JM-3A Pinnacle LDR (Residential) 83 12/12/2013 12/27/2018 JM-4A/4B Sentinel LDR (Residential) 132 12/12/2013 8/23/2019 JM-20A Palisade MDR (Residential) 88 12/12/2013 12/27/2018 Sub-Total 395 Phase 2 JM-2B Monument LDR (Residential) 95 1/9/2019 5/4/2020 JM-3B Pinnacle LDR (Residential) 44 1/9/2019 5/4/2020 JM-20B Palisade MDR (Residential) 75 1/9/2019 5/4/2020 JM-20 Phase 3.1A Palisade MDR (Residential) 69 1/9/2019 7/14/2020 Sub-Total 283 Phase 3 JM-20 Phase 3.1B Palisade MDR (Residential) 39 1/9/2020 7/20/2021 JM-21 Excelsior LDR (Residential) 80 1/9/2020 7/1/2021 JM-40 Palisade MDR (Residential) 35 12/10/2020 7/1/2021 FD-10* Seasons MDR (Residential) 143 2/25/2021 8/20/2021 Sub-Total 297 Phase 4 FD-6 TBD LDR (Residential) 95 1/9/2020 6/29/2022 Sub-Total 95 Phase 5 FD-24** TBD MDR (Residential) 135 1/9/2020 6/30/2022 Sub-Total 135 Total 1205 * FD-10 was sold by JMC Homes to Richmond American Homes. ** FD-24 was transferred by MILLC to its affiliate, FD-24, LLC. Source: JMC Homes.
34 Future Annexation Area Not in District as of June 1, 2023 Owned by MILLC or JMC Homes Village (Parcel) Land Use Acres Planned Units (1) JM-1 MDR 17.00 134 JM-30 HDR 7.51 176 JM-41 CC 13.90 -- FD-7 LDR 8.34 58 FD-8A LDR 16.51 75 FD-8B LDR 18.91 81 FD-21 MDR 24.44 187 FD-23 MDR 17.66 127 FD-32A HDR 3.81 78 FD-32B HDR 4.23 116 FD-33 (1/2 owner) HDR 4.30 86 CO-1 LDR 16.30 87 CO-2 LDR 8.77 43 CO-3 LDR 15.66 67 CO-20 MDR 12.71 94 CO-21 MDR 25.39 193 CO-22 LDR 4.81 32 CO-41 CC 0.16 -- Total 220.41 1,178 (1) Includes 456 HDR units which under the Rate and Method would not be subject to the Special Tax. Source: JMC Homes. In-Tract Improvements. In addition to the Improvements described below, subdivision in-tract improvements have been underway at the project since 2018. With respect to the 1,070 units planned for phases 1 through 4, in-tract improvements are complete and accepted by the City. With respect to the 135 units planned for phase 5, in-tract improvements began in May 2022 and are expected to be accepted by the City in July 2023. Backbone Infrastructure. With respect to the 1,205 units planned for phases 1 through 5, JMC Homes completed all basic (sometimes referred to as “backbone”) infrastructure required for development of all of the phases in the District and have been accepted by the City. Upon completion of various components of such infrastructure, JMC Homes and FD-24 LLC are eligible to be reimbursed for the cost thereof from proceeds of the Bonds as provided in an acquisition agreement entered into with the City, provided such proceeds are available. JMC Homes and FD-24 LLC are responsible for the cost of construction of the infrastructure improvements and other costs required for the District and the Future Annexation Area. Proceeds of the Bonds and any additional bonds will provide a portion of the cost of improvements and the remainder will be contributed by JMC Homes and FD-24 LLC. See “THE IMPROVEMENTS – Estimated Cost of the Improvements.” Bonds for the District are expected to be issued on a parity with the 2023 Bonds and Prior Bonds in multiple series as development progresses and annexation of land into the District occurs. The pace of home construction in the District will be determined by JMC Homes, largely by market conditions and demand for homes.
35 Utilities. All typical urban utility services for finished lots are available at the lots or will be extended to the lots within the District. These utilities include electric power, natural gas, telephone, cable television, water, refuse, and sanitary sewer and storm water facilities. The City provides electric, water, sewer refuse and storm water facilities, and police and fire services. Pacific Gas & Electric provides natural gas. Development and Building Permits by Phase. The following tables show the development status, proposed product mix and estimated base sales prices for the 1,205 homes proposed for the various villages currently in the District. As shown in Tables 1 and 2 below, the Phase 1, Phase 2, Phase 3, Phase 4 and Phase 5 parcels are all currently located within the boundary of the District and subject to the Special Tax securing the Bonds; territory remaining in the Future Annexation Area is anticipated to annex to the District in the future. JMC Homes originally owned all of the land in the District and the Future Annexation Area, and is the developer and homebuilder of all of the lots currently in the District other than 143 lots sold to Richmond American Homes as finished lots and the 135 lots transferred to FD-24 LLC as unimproved lots. JMC Homes has been actively constructing and selling homes to individual homebuyers and Richmond American Homes recently commenced construction of its models and first phase of production homes. As of June 1, 2023, JMC Homes had sold and closed 696 homes to individuals and Richmond American Homes had sold and closed 6 homes to individuals. Construction status as of June 1, 2023 is summarized as follows:
36 Table 1 City of Roseville Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) Construction and Closing Summary – JMC Homes Only (Excludes FD-10) (1) As of June 1, 2023 Description Number of Lots Number of Building Permits Issued Lots Not Yet Finished Finished Lots Model Homes Released Units Not Sold Sold Backlog Sold & Closed Ph 1 (Initial Boundary) – 2019 JM-20 Phase 1 88 83 0 5 4 0 0 79 JM-2 Phase 1 92 92 0 0 0 0 0 92 JM-3 Phase 1 83 83 0 0 0 1 0 82 JM-4 Phase 1 92 89 0 3 3 0 0 86 JM-4 Phase 2 40 40 0 0 0 0 0 40 Sub-Total 395 387 0 8 7 1 0 379 Ph 2 (First Annexation) – 2020 JM-2 Phase 2 95 95 0 0 0 0 0 95 JM-3 Phase 2 44 44 0 0 0 0 0 44 JM-20 Phase 2 75 75 0 0 0 1 9 65 JM-20 Phase 3.1A 69 69 0 0 0 0 0 69 Sub-Total 283 283 0 0 0 1 9 273 Phase 3 (Second Annexation) – 2021 JM-20 Phase 3.1B 39 39 0 0 0 0 6 33 JM-21 80 29 0 51 3 10 5 11 JM-40 35 28 0 7 0 15 13 0 Sub-Total 154 96 0 58 3 25 24 44 Phase 4 (Third Annexation) – 2022 FD-6 95 0 0 95 0 0 0 0 Sub-Total 95 0 0 95 0 0 0 0 Phase 5 (Fourth Annexation) – 2023 FD-24 (2) 135 0 0 135 0 0 0 0 Sub-Total 135 0 0 135 0 0 0 0 Total 1,062 766 0 296 10 27 33 696 (1) FD-10 (143 lots) was sold by JMC Homes to Richmond American Homes in December 2021 and March 2022. The status of development of these lots is described elsewhere herein. See “Home Construction Status – FD-10/Richmond American Homes” below. (2) FD-24 (135 lots) was transferred by MILLC to FD-24 LLC as unimproved lots and have no vertical home construction. Finished lots are based on building permit availability. Model Homes and Production – JMC Homes and FD-24 LLC. As of June 1, 2023 (the date of value of the Appraisal), JMC Homes had 10 model homes built and open to the public. The model homes are located in JM-4, JM-20A and JM-21, within phases 1 and 3 of the development, but available to serve additional production phases. Phase 1 is near build out and sales are currently underway within phases 2 and 3 of the development. JMC Homes estimates that the last of the 297 homes planned for phases 2 and 3 of the development will be completed and sold to individual homeowners by the first quarter of 2025, and the 95 homes planned for phase 4 of the development will be completed and sold to individual homeowners by the second quarter of 2025. The 135 lots in phase 5 are expected to start construction in third or fourth quarter of 2023. Planned Home Sale Plans and Sizes. The following table sets forth JMC Homes’ and FD-24 LLC’s current expectations with respect to floorplans, sizes and asking base prices for the 1,062 homes planned for the land currently in the District (phases 1 through 5). Base sales prices are subject to change and exclude options, upgrades, lot premiums and any incentives or price reductions being offered. There can be no assurance that sales prices of the remaining homes in
37 the future annexation areas will equal or exceed the sales prices for the homes in the current District boundary. Table 2 City of Roseville Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) Sale Plans, Sizes and Asking Base Prices– JMC Homes Only (Excludes FD-10)(1) INITIAL CFD BOUNDARY (395 LOTS) Floorplan Size Range (sf) Village No. of Lots Completed Models(2) Project Floorplans Low High Estimated Base Prices(3) Palisade 88 4 5 1,203 2,184 $499,990 – $559,990 Monument 92 SOLD OUT Sentinel 132 3 3 1,754 2,178 $669,990 – $739,990 Pinnacle (Gated) 83 1 lot remaining $699,990 395 2020 ANNEXATION (283 LOTS) Floorplan Size Range (sf) Village No. of Lots Completed Models(2) Project Floorplans Low High Estimated Base Prices(3) Palisade 144 In Phase 1 5 1,203 2,184 $499,990 – $559,990 Monument 95 SOLD OUT Pinnacle (Gated) 44 SOLD OUT 283 2021 ANNEXATION (297 LOTS) Floorplan Size Range (sf) Village No. of Lots Completed Models(2) Project Floorplans Low High Estimated Base Prices(3) Palisade 74 In Phase 1 5 1,203 2,184 $499,990 – $559,990 Excelsior (Gated) 80 3 7 2,201 3,822 $669,990 – $999,990 154 2022 ANNEXATION (95 LOTS) Floorplan Size Range (sf) Village No. of Lots Completed Models(2) Project Floorplans Low High Estimated Base Prices(3) FD-6 (Gated) 95 3 planned TBD TBD TBD TBD 95 2023 ANNEXATION (135 LOTS) Floorplan Size Range (sf) Village No. of Lots Completed Models(2) Project Floorplans Low High Estimated Base Prices(3) FD-24 (Gated)(4) 135 TBD TBD TBD TBD TBD 135 (1) FD-10 (143 lots) was sold by JMC Homes to Richmond American Homes in December 2021 and March 2022. The status of development of these lots is described elsewhere herein. See “Home Construction Status – FD-10/Richmond American Homes” below. (2) All models for Phase 1, 2 and JM-40 and JM-20 Phase 3.1B are located in Phase 1 of the project. (3) Estimated base sales prices are as of June 1, 2023 and subject to change. Estimated base sales prices exclude options, upgrades, lot premiums and any incentives or price reductions being offered. There can be no assurance that sales prices of the remaining homes in the future annexation areas will equal or exceed the sales prices for the homes in the current District boundary. (4) FD-24 (135 lots) was transferred by MILLC to FD-24 LLC as unimproved lots and have no vertical home construction. Source: JMC Homes.
38 Home Construction Status – FD-10/Richmond American Homes. Richmond American Homes plans to develop Village FD-10 with 143 single-family detached single and two-story homes in a neighborhood marketed as “Seasons at Sierra Vista.” The following table summarizes the development status for the 143 residential lots owned by Richmond American Homes as of June 1, 2023. [to be updated by Richmond American] Table 3 City of Roseville Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) Richmond American Homes “Seasons at Sierra Vista” Neighborhood Development Summary as of June 1, 2023 Village FD-10 Neighborhood Total No. Planned Units Final Mapped Parcels Units Completed and Closed
Units Under Construction and in Escrow
Units Under Construction and Unsold(1)
Units Completed and Unsold(1)
Finished Lots not Under Construction Seasons 143 143 6 [__] [__] [__] [__] ____________________ (1) Includes 3 model homes which have not been released for sale and _____ available production homes. Source: Richmond American Homes. [[Richmond American Homes anticipates completing the models in August 2022, closing on sales of the first production homes to individual homebuyers in December 2022 and reaching buildout and closing on the final homes to individual homebuyers in March 2026.]] [Update] No assurance can be given that home construction and sales will be carried out on the schedule and according to the plans outlined herein, or that the home construction and sale plans or base prices set forth above will not change after the date of this Official Statement. Additionally, homes under contract may not result in closed escrows as sales contracts are subject to cancellation. See “SPECIAL RISK FACTORS – Concentration of Ownership” and “ – Property Values and Property Development.” Transformer Supply Chain Challenges. Electric service within the City is provided by the City’s electric utility system. The electric utility is currently experiencing a known supply chain disruption with respect to obtaining electrical transformers needed for new development, having been advised by suppliers of up to a 2-year delay for new orders. Developers in the City have been made aware of the City’s known and foreseeable delay in obtaining electric transformers needed for development, which could affect development in Villages FD-24. Orders for the transformers required for that village have been submitted and the City is quoting lead times on those orders of 10-14 months, with no guarantee that they will be delivered within that timeframe. Currently, the City is not denying building permit issuance on lots in subdivisions that do not have transformers and developers can construct homes on the lots, but are building at their own risk of not having electricity when the home is finished and ready to be sold since the City will not issue an occupancy permit without electric service. The shipments of transformers are starting to be received by the City and supply chain issues are beginning to be resolved. FD-24 LLC continues to move forward with construction as planned and is monitoring the transformer capacity needs for village FD-24 and cannot predict the outcome or impact from the delay, if any, in obtaining electric transformers on its ability to obtain building permits, construct homes, and energize and sell and convey such homes in the District. COVID-19 Impact. The development within the District is subject to disruption and delays due to the COVID-19 pandemic and other related public health and governmental authorities’ orders and actions which could have a material adverse effect on FD-24 LLC, JMC Homes and Richmond
39 American Homes’ ability to complete their proposed development within the District in the timeframe and budget, and at the sales prices, described in this Official Statement. As of June 1, 2023, FD-24 LLC, JMC Homes and Richmond American Homes have experienced increases in certain construction costs, supply chain delays, labor shortages, and increased cycle time for home deliveries. However, FD-24 LLC, JMC Homes and Richmond American Homes have not experienced any significant development delays resulting from work stoppages, reduced attendance of workers, or the ability to obtain necessary inspections and approvals for homes, which may be attributed, directly or indirectly, to the COVID-19 pandemic. Although the recent cost increases and construction delays are not currently having a significant impact on the overall development of homes in the District, the impacts caused by the outbreak are evolving and no prediction can be made with respect to the ultimate effects of the COVID-19 outbreak and related public health and governmental authorities’ orders and actions (including, without limitation, the scope of restrictions under the current or any amended County or State of California orders), on FD-24 LLC, JMC Homes and Richmond American Homes’ ability to sell and close homes in the District. Such effects, if and as they arise, could have a material adverse effect on the ability to develop the homes in the District as planned, and no assurance can be provided that FD-24 LLC, JMC Homes and Richmond American Homes will be able to (a) complete in whole or in any part, or within any particular time, its construction of their homes within the District; (b) avoid additional material increases in development costs or delays resulting from work stoppages, reduced attendance of workers, shortages or delays in the delivery of building materials, and/or delays in obtaining necessary inspections and approvals; or (c) sell homes, and close home sales or not experience purchase contract cancellations, due to in each case to public health or governmental restrictions, further spread of COVID-19, an economic downturn driven by the pandemic, or otherwise. See “RISK FACTORS – Pandemic Diseases.”
40 OWNERSHIP OF PROPERTY WITHIN THE DISTRICT Unpaid Special Taxes do not constitute a personal indebtedness of the owners of the property within the District. There is no assurance that the present property owners or any subsequent owners will have the ability to pay the Special Taxes or that, even if they have the ability, they will choose to pay the Special Taxes. An owner may elect to not pay the Special Taxes when due and cannot be legally compelled to do so. Neither the City nor any Bond Owner will have the ability at any time to seek payment directly from the owners of property within the District of the Special Tax or the principal or interest on the Bonds, or the ability to control who becomes a subsequent owner of any property within the District. JMC Homes and Richmond American Homes have provided the respective information set forth in this section entitled “OWNERSHIP OF PROPERTY WITHIN THE DISTRICT,” other than information noted to be sourced from others. No assurance can be given that all information is complete. In addition, any Internet addresses included below are for reference only, and the information on those Internet sites is not a part of this Official Statement or incorporated by reference into this Official Statement. No assurance can be given that development of the property will be completed, or that it will be completed in a timely manner, as described herein. The Special Taxes are not personal obligations of JMC Homes, Richmond American Homes or of any subsequent landowners and in the event a landowner defaults in the payment of the Special Taxes, the District may proceed with judicial foreclosure but has no direct recourse to the assets of any landowner. The Bonds are secured only by the Special Taxes and moneys available under the Fiscal Agent Agreement. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS” and “SPECIAL RISK FACTORS” herein. Current Property Owners in the District As of June 1, 2023 (the date of value of the Appraisal), JMC Homes had seven model homes built and open to the public. The model homes are located in JM-4 and JM-20A, within phase 1 of the development, but available to serve additional production phases. Sales are currently underway within phase 1, phase 2 and phase 3 of the development. JMC Homes estimates that the last of the 14 homes planned for phase 1 of the development will be completed and sold to individual homeowners by summer of 2022; the last of the 24 homes planned for phase 2 of the development are expected to be completed and sold to individual homeowners by winter of 2022; and the last of the 114 homes planned for phase 3 of the development are expected to be completed and sold to individual homeowners by summer of 2025. JMC will construct three model homes in JM-21 and expect to open to the public by summer of 2022. JM-20 Phase 3.1B and JM-40 will use the models located in JM-20A Phase 1. FD-10 was sold to Richmond American Homes, which is constructing and selling homes in the neighborhood marketed as “Seasons at Sierra Vista.”
41 The following table shows ownership and value-to-lien ratios for parcels in the District as of June 1, 2023 (the Appraiser’s date of value). Table 4 City of Roseville Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) Value to Lien Ratios – By Ownership and Development Status as of June 1, 2023 Ownership / Development Status(1) No. of Parcels Planned Units (2) Composite Value (3) FY 2023-24 Maximum Tax (4) Projected FY 2023-24 Special Tax Levy (5) * Allocable Debt CFD Bonds (6)(7) * % of Total CFD Bonded Debt (7) Overlapping Debt (8) Total Direct & Overlapping Debt * Average Value to Lien Ratio* Individual Homeowners - Completed Homes (9) 706 706 $378,972,052 $1,346,978 $1,211,323 $23,832,862 59.45% $8,785,306 $32,618,168 11.62 Richmond American Homes: Homes Completed 3 3 $1,530,000 $5,299 $4,766 $93,769 0.23% $1,233 $95,002 16.10 Homes Partially Completed (10) 7 7 1,400,000 12,366 11,120 218,793 0.55 39,834 258,627 5.41 Finished Lots 127 127 18,415,000 224,349 201,755 3,969,539 9.90 378,068 4,347,607 4.24 Subtotal – Richmond American Homes 137 137 $21,345,000 $242,014 $217,641 $4,282,101 10.68% $419,135 $4,701,236 4.54 JMC Homes: Homes Completed 22 22 $12,405,000 $41,293 $37,134 $730,614 1.82% $78,947 $809,561 15.32 Homes Partially Completed 50 50 10,683,000 90,535 81,417 1,601,881 4.00 28,565 1,630,446 6.55 Finished Lots 290 290 44,280,000 544,974 490,090 9,642,542 24.05 127,908 9,770,450 4.53 Subtotal – JMC Homes 362 362 $67,368,000 $676,802 $608,641 $11,975,037 29.87% $235,420 $12,210,457 5.52 Total 1,205 1,205 $467,685,052 $2,265,794 $2,037,605 $40,090,000 100.00% $9,439,861 $49,529,861 9.44 * Preliminary, subject to change. (1) Ownership and Development status as of June 1, 2023 per Appraiser and JMC Homes. For the purposes of determining each parcel's development status for the District's Fiscal Year 2023-24 Special Tax levy, any parcel for which a Final Small Lot Subdivision Map was recorded prior to May 1, 2023 is considered a Developed Parcel. (2) Planned number of residential lots per the Sierra Vista Specific Plan (3) Composite Value represents the Appraised Values as of June 1, 2023 or the Fiscal Year 2022-23 Assessed Value. Existing single-family homes showing a complete assessed value for both land and improvements were not appraised. Those parcels not appraised are instead valued above using Assessed Value. (4) Maximum Tax refers to Maximum Annual Facilities Special Tax. (5) Special Tax and the Projected Special Tax Levy refer to Special Facilities Tax (6) Represents the outstanding balance of the District's Prior Bonds together with the estimated par amount of the 2023 Bonds. (7) This table allocates the CFD Bonded Debt based upon each parcel's share of the District's Fiscal Year 2023-24 Maximum Special Tax. (8) Overlapping debt liens of the District parcels as of July 1, 2023 as summarized under the “Direct and Overlapping Tax and Assessment Debt” table in the overlapping debt report prepared by California Municipal Statistics, Inc. No direct charges related to PACE liens secured by Special Taxes were levied onto the District parcels in Fiscal Year 2022-23. (9) Represents homes within the District held by individual homeowners as of June 1, 2023 per Appraiser and JMC Homes (10) A partially completed home represents a single-family lot upon which a building permit has been issued together with construction towards the completion of either the structure's footings or more. Sources: Ownership and Development Status - JMC Homes and Integra Realty Resources, Inc.; Land Use and Number of Units - Sierra Vista Specific Plan; Appraised Value - Integra Realty Resources, Inc; Assessed Values - Placer County; Projected Special Tax Levy - Willdan Financial Services and Overlapping Debt - California Municipal Statistics, Inc, as compiled by Willdan Financial Services.
42 JMC Homes JMC Homes has been doing business in the greater Sacramento area as a homebuilder since 1978. It has averaged annual new homes sales volume in excess of $110 million for the past five years and is currently ranked as the 103rd largest homebuilder by Builder Online. It is currently building and selling homes in Roseville, Rocklin, Folsom, Lincoln and Marysville in the Sacramento area. JMC Homes’ website address is http://www.jmchomes.com. The website address is given for reference and convenience only, the information on the website may be incomplete or inaccurate and has not been reviewed by the City or the Underwriter. Nothing on the website is a part of this Official Statement or incorporated into this Official Statement by reference. FD-24 LLC FD-24 LLC is a California limited liability company, owned and controlled by a common ownership with JMC Homes. Richmond American Homes Richmond American Homes is Richmond American Homes of Maryland, Inc., a Maryland corporation. Richmond American Homes is a wholly-owned subsidiary of M.D.C. Holdings, Inc., a Delaware corporation (“MDC”). MDC is a publicly traded company whose common stock is listed on the New York Stock Exchange under the symbol “MDC.” Richmond American Homes and its predecessor entity have been building homes in California since 1986. The Sacramento division of Richmond American Homes is based in Roseville, California, is responsible for the development of its project in the District. MDC has two primary operations, homebuilding, and financial services. MDC’s homebuilding operations consist of wholly-owned subsidiary companies that build and sell homes under the name “Richmond American Homes.” MDC’s financial services operations include subsidiary companies that provide mortgage financing, place title insurance and homeowner insurance for Richmond American Homes’ homebuyers, and provide general liability insurance for MDC subsidiaries and most of Richmond American’s subcontractors. MDC is subject to the informational reporting requirements of the Exchange Act, and in accordance therewith is obligated to file reports, proxy statements, and other information, including financial statements, with the SEC. Such filings, including particularly MDC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as filed with the SEC on February 1, 2022, and Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, as filed with the SEC on April 28, 2022, set forth, among other things, certain data relative to such consolidated results of operations and financial position of MDC and its subsidiaries as of such dates. The SEC maintains an internet web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC, including MDC. The address of such internet web site is www.sec.gov. All documents subsequently filed by MDC pursuant to the requirements of the Exchange Act after the date of this Official Statement will be available for inspection in such manner as the SEC prescribes. Copies of MDC’s Annual Report and related financial statements, prepared in accordance with generally accepted accounting standards, are also available from MDC on MDC’s website at www.mdcholdings.com. The foregoing website addresses and references to filings with the SEC are included for reference only, and the information on such websites and on file with the SEC are not a part of this Official Statement and are not incorporated by reference into this Official Statement. No
43 representation is made in this Official Statement as to the accuracy or adequacy of the information contained on such websites. Neither Richmond American Homes nor MDC is obligated to advance funds for construction or development or to pay ad valorem property taxes or the Special Taxes and investors should not rely on the information and financial statements contained on such websites in evaluating whether to buy, hold or sell the 2023 Bonds. The information contained on such websites may be incomplete or inaccurate and has not been reviewed by the City, the District or the Underwriter. THE IMPROVEMENTS Eligible Facilities The Bonds will provide a funding source to JMC Homes for moneys expended for a portion of the cost of the Improvements and for certain JMC Homes fees paid or to be paid by JMC Homes. The eligible Improvements authorized to be funded with proceeds of the Bonds include, but are not limited to, the following: Transportation Improvements. Public roadway improvements designed to meet the needs of the project, including those improvements identified in the Development Agreement, including but not limited to: • Earl Rush Drive, formerly Federico Drive. • Fiddyment Road. • Market Street. • Santucci Boulevard. • Summerfaire Drive. • Silver Spruce Drive. • Nicole Gee Drive, formerly Sierra Glen Drive. • Vista Park Drive. • Vista Grande Boulevard. • Westbrook Boulevard. Eligible roadway improvements include the following items: acquisition of land and easements; roadway design; project management; geotechnical engineering, testing and observations, bridge crossings and culverts; clearing, grubbing, and demolition; grading, soil import/export, paving (including slurry seal), and decorative/enhanced pavement concrete or pavers; power pole relocations; joint trenches, underground utilities, and undergrounding of existing utilities; dry utilities and appurtenances; curbs, gutters, sidewalks, bike trails (including on- and off-site), park and ride facilities, bus rapid transit improvements, including transfer stations and regional public transit improvements; retaining walls, sound walls, enhanced fencing, and access ramps; street lights, signalization, and traffic signal control systems; bus turnouts; signs and striping; erosion control; median and parkway landscaping and irrigation; entry monumentation; bus shelters; masonry walls; traffic control and agency fees; and other improvements related thereto. Eligible improvements for the roads listed above also include any and all necessary underground potable and non-potable water, sanitary sewer, and storm drainage system improvements. Potable and Non-Potable Water System Improvements. Authorized facilities include any and all on- and off-site backbone water facilities designed to meet the needs of development of the project. These facilities include potable and non-potable mains, valves, services, and appurtenances; wells; and water treatment and storage facilities, and related improvements,
44 including but not limited to: site clearing, grading, and paving; curbs and gutters; recycled water storage tanks, booster pump stations, and all appurtenances thereto; wells; water treatment; stand-by generator; site lighting, drainage, sanitary sewer, and water service; landscaping and irrigation; access gates and fencing; striping and signage; among others. Drainage System Improvements. Authorized facilities include any and all on- and off-site backbone drainage and storm drainage improvements designed to meet the needs of development of the project. These facilities include mains, pipelines and appurtenances, outfalls and water quality measures, temporary drainage facilities, detention/retention basins, and drainage pretreatment facilities; drainage ways/channels, pump stations, landscaping, and irrigation; access roads, gates, and fencing; striping and signage, among others. Wastewater System Improvements. Authorized facilities include any and all on- and off-site backbone wastewater facilities designed to meet the needs of development of the project. These facilities include pipelines and all appurtenances thereto; manholes; tie-in to existing main line; force mains; lift stations; odor-control facilities; sewer treatment plant improvements and permitting related thereto; and related sewer system improvements, among others. Solid Waste Improvements. Authorized facilities include any and all backbone solid waste improvements designed to meet the needs of development of the project. Eligible improvements also include the project’s pro-rata contribution, as described in the project DA, to the SVSP Solid Waste Recycling Center. Park, Landscape Corridor and Paseo Improvements. Authorized facilities include any and all improvements to parks, landscape corridors and paseos located in the project, including but not limited to construction of Park Sites as identified by the Specific Plan, and construction of Paseos as identified by the SVSP. Open Space Improvements. Authorized facilities include any and all open space improvements designed to meet the needs of development of the project, including bike trails, bike/pedestrian bridges, storm drain crossings, storm drain detention/retention, wetland mitigation, tree mitigation, on- and off-site hawk/raptor mitigation, agricultural mitigation or wetland mitigation, property acquisition, endowment payments for open space management, landscaping and irrigation, access gates and fencing, and related open space improvements, among others. Utilities. Authorized facilities include any and all on- and off-site utility improvements designed to meet the needs of development of the project. All utility improvements, easement payments, and land acquisition not located under or alongside transportation improvements are considered authorized facilities. Authorized facilities also shall include costs related to the acquisition of the off-site electric substation site; site clearing; grading; street frontage improvements, including curbs, gutters, and paving; and construction of an all-weather access road to the site from the nearest public street or extension of temporary 12kV overhead lines as described in the project DA, among others. Other Public Facilities and Impact Fees. Authorized facilities includes any and all public facilities or infrastructure, including the project’s pro-rata contribution to the land acquisition of the off-site fire station site, site clearing, grading, and street frontage improvements including curbs, gutters, and paving, including fire station site reimbursement obligations in the Development Agreement. Authorized facilities also include development impact fees paid and not otherwise reimbursed, whether standard City or County fees levied at the time of the issuance of a building permit or required as part of the DA for the property. Fees include, but are not limited to, the South
45 Placer Regional Transportation Authority Tier II Traffic Fee, City of Roseville City Wide Park Fee, City of Roseville Public Facilities Fee, and Public Benefit Fee. Estimated Cost of the Improvements General. The total estimated cost of the Improvements for the land currently within the District (1,205 units) is approximately $126.6 million, as shown in the table below. As of the end of 2022, a total of approximately $54 million has been expended for the Improvements, while the 2023 Bonds are expected to provide an additional approximately $2.9 million. Additional infrastructure will be required for areas of future annexation and Additional Bonds are expected to be sold in the future. Table 5 City of Roseville Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) Summary of Partial Authorized Facilities and Estimated Cost in Current District Boundary Item Estimated Total Cost (1) Transportation Improvements $17,068,427 Potable and Non-Potable Water System Improvements 5,148,178 Drainage System Improvements 7,429,329 Wastewater System Improvements 4,604,478 Parks, Landscape Corridor and Paseo Improvements 5,248,885 Open Space Improvements 5,802,951 Utilities 6,341,219 Other Public Facilities and Impact Fees 74,982,800 Total $126,626,267 ____________ (1) Includes soft cost and contingency. Source: JMC Homes. Funding Sources. In connection with the issuance of the Bonds, the City and JMC Homes have previously entered into a Funding, Construction and Acquisition Agreement (the “Acquisition Agreement”) which provides that JMC Homes will construct (or cause to be constructed or funded) the Improvements and related facilities, and the City, upon completion of construction and acceptance by the City, or through progress payments prior to completion of the entire improvement, will purchase the Improvements or reimburse JMC Homes for expended amounts using a portion of the proceeds of the Bonds pursuant to the terms of the Acquisition Agreement. JMC Homes will be responsible for the portion of the cost of construction of the Improvements not paid with Bonds.
46 The following table shows estimated sources and uses for JMC Homes & FD-24 LLC related to the development and sale of the 1,205 homes planned for Phases 1–5 in the District. Table 6 City of Roseville Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) Proposed Financing Plan – Phase 1–5 (1,205 Lots) Calendar Years 2021 through 2025 Total As of December 31, 2021 2022 2023 2024 2025 Sources: Bond Proceeds (1) 37,444,636 $31,920,000 $2,554,636 $2,970,000 - - Sales of Homes & Land 587,613,047 272,751,000 119,259,886 103,524,363 72,216,648 19,861,150 Total Sources $625,057,683 $304,671,000 $121,814,522 $106,494,363 $72,216,648 $19,861,150 Uses: Authorized Facilities $61,820,182 $46,342,000 $7,935,341 $ 7,542,841 - - In-tract Infrastructure 67,600,053 52,325,000 8,540,000 6,735,053 - - Costs of Sales of Homes (2) 343,053,836 163,650,600 72,748,531 50,090,025 44,052,155 12,512,525 Total Uses $472,888,962 $262,317,600 $89,223,872 $64,367,919 $44,052,155 $12,512,525 Net Cash Flow $152,583,612 $42,353,400 $32,590,650 $42,126,444 $28,164,493 $7,348,625 ____________ (1) Includes estimated 2023 proceeds. (2) Excludes “Other Public Facilities and Impact Fees” included in Cost of Sales of Homes. Source: JMC Homes.
47 VALUE OF PROPERTY WITHIN THE DISTRICT Assessed Valuation A history of assessed valuation of property in the District since Fiscal Year 2019-20 is set forth in the following table. Table 7 City of Roseville Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) Historical Assessed Values of the District Fiscal Years 2019-20 to 2022-23 Fiscal Year Assessed Land Value Assessed Structure Value Assessed Value Total % Change in Assessed Value Total (1)(2) 2019-20 $6,582,845 -- $6,582,845 N/A 2020-21 (1) 13,963,713 31,757,644 45,721,357 595% 2021-22 (2) 45,039,164 119,792,918 164,832,082 261 2022-23 (3) 85,901,732 222,035,560 307,937,292 87 __________ (1) The assessed value of the District's Annexation No. 1 parcels is reflected above commencing with Fiscal Year 2020-21. Annexation No. 1 increased the District’s Fiscal Year 2020-21 assessed land value by $4,915,787. (2) The assessed value of the District's Annexation Nos. 2 and 3 parcels is reflected above commencing with Fiscal Year 2021-22. Annexation Nos. 2 and 3 increased the District’s total Fiscal Year 2021-22 assessed land value by $4,341,804 and $1,257,291, respectively. (3) The assessed value of the District’s Annexation No. 4 is reflected above commencing with Fiscal Year 2022-23. Annexation No. 4 increased the District’s total Fiscal Year 2022-23 assessed land value by $1,784,610. Source: Assessed Values - Respective Placer County Secured Property Rolls as compiled by Willdan Financial Services. The Appraisal General. Integra Realty Resources, Sacramento, California (the “Appraiser”) prepared an appraisal report with a date of value of June 1, 2023 (the “Appraisal”). The Appraisal was prepared at the request of the City in order to obtain an additional indication of value of land in the District. The Appraisal is set forth in APPENDIX B hereto. The description herein of the Appraisal is intended for limited purposes only; the Appraisal should be read in its entirety. The conclusions reached in the Appraisal are subject to certain assumptions and qualifications which are set forth in the Appraisal. Property Appraised. The appraised properties consist of 417 finished residential lots, 57 homes under construction, and 249 completed single-family homes within the boundaries of the CFD not currently assessed for an improvement value by the Placer County Assessor. As such, a not-less- than estimate of market value for the smallest floor plan constructed within each subdivision was appraised and assigned to each respective Assessor’s parcel within the CFD. In addition to the appraised parcels cited herein, there are also 482 existing single-family homes within the District with a complete assessed value for both land and improvements that were not appraised. Rather, the aggregate assessed value of those 482 homes was combined with the aggregate value of the appraised properties to provide a total aggregate value of the CFD. The property appraised also excludes property in the District designated for public and quasi-public purposes. Value Estimates. The Appraisal provides a not-less-than estimated market value of the 723 lots that are part of appraised property owned by JMC Homes and Richmond American Homes, based on the hypothetical condition the improvements to be financed by the 2023 Bonds were in place as of
48 the date of valuation. The valuation accounts for the impact of the lien of the Special Tax and represents the hypothetical market value (based on the hypothetical condition) of the appraised properties. The aggregate value estimate for the appraised properties as of the June 1, 2023 date of value, using the methodologies described in the Appraisal and subject to the limiting conditions and special assumptions set forth in the Appraisal, and based on the ownership of the property as of that date, is not less than $211,423,000. The appraiser combined that amount with the assessed value of the then existing homes in the District to arrive at an estimated total value of taxable property in the District of $467,685,052. This aggregate value of the taxable property in the District is further described as follows: Owner/Subdivision No. of Parcels Value per Parcel Aggregate Value Individual Homeowners – Completed Homes without AVs(1) Monument 42 $595,000 $24,990,000 Palisade 113 490,000 55,370,000 Pinnacle 17 645,000 10,965,000 Sentinel 35 605,000 21,175,000 Excelsior 11 650,000 7,150,000 Seasons 6 510,000 3,060,000 Sub-Total 224 122,710,000 John Mourier Construction, Inc. Finished Lots 290 Varies 44,280,000 Homes under Construction 50 Varies 10,683,000 Finished Homes without AVs Sentinel 3 605,000 1,815,000 Palisade 11 490,000 5,390,000 Excelsior 8 650,000 5,200,000 Sub-Total 362 67,368,000 Richmond American Homes Finished Lots 127 145,000 18,415,000 Homes under Construction 7 200,000 1,400,000 Finished Homes without AVs – Seasons 3 510,000 1,530,000 Sub-Total 137 21,345,000 Total Aggregate Value of Appraised Properties 723 $211,423,000 Aggregate value- existing homes based on Assessed Value 482 $256,262,052 Aggregate Value of Appraised Properties & Assessed Properties in the District 1,205 $467,685,052 ___________ (1) Represents not-less-than value, based on the smallest floor plan within each applicable subdivision. Source: The Appraisal. 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. 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. See “APPENDIX B – THE APPRAISAL.” Exposure Time. Exposure time is the length of time the subject property would have been exposed for sale in the market had it sold on the effective valuation date at the concluded market value. Exposure time is always presumed to precede the effective date of the Appraisal. Based on the
49 Appraiser’s review of recent sales transactions for similar properties and its analysis of supply and demand in the local land market, the Appraiser’s opinion was that the probable exposure time for the appraised property at the concluded market value stated previously is 12 months. Marketing Time. Marketing time is an estimate of the amount of time it might take to sell a property at the concluded market value immediately following the effective date of value. As the Appraiser foresees no significant changes in market conditions in the near term, the Appraiser’s opinion was that a reasonable marketing period for the appraised property in bulk is likely to be the same as the exposure time. Accordingly, the Appraiser estimated the marketing period at 12 months. No assurance can be given that a sale of the property in bulk by JMC Homes or Richmond American Homes could be achieved or attained over an extended period of time; real estate is cyclical in nature, and it is impossible to accurately forecast and project specific demand over a particular period. See “SPECIAL RISK FACTORS – Property Values and Property Development.” Limitations of Appraisal Valuation. Property values may not be evenly distributed throughout the District; thus, certain parcels may have a greater value than others. This disparity is significant because in the event of nonpayment of the Special Tax, the only remedy is to foreclose against the delinquent parcel. No assurance can be given that the foregoing valuation can or will be maintained during the period of time that the 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. Value to Special Tax Burden Ratios In comparing the value of the real property within the District and the principal amount of the Bonds, it should be noted that only the real property upon which there is a delinquent Special Tax can be foreclosed upon, and the real property within the District cannot be foreclosed upon as a whole to pay delinquent Special Taxes of the owners of such parcels within the District unless all of the property is subject to a delinquent Special Tax. In any event, individual parcels may be foreclosed upon separately to pay delinquent Special Taxes levied against such parcels. Other public agencies whose boundaries overlap those of the District could, without the consent of the City and in certain cases without the consent of the owners of the land within the District, impose additional taxes or assessment liens on the land within the District. Property owners can also voluntarily add Property Assessed Clean Energy (PACE) assessment liens on their property to finance energy efficiency improvements. The lien created on the land within the District through the levy of such additional taxes or assessments may be on a parity with the lien of the Special Tax. In addition, construction loans may be obtained by JMC Homes (or its affiliates) or Richmond American Homes or home loans may be obtained by ultimate homeowners. The deeds of trust securing such debt on property within the District, however, will be subordinate to the lien of the Special Tax.
50 Value to Lien Ratios by Development Status and Land Use. The following table sets forth appraised value and assessed value, maximum special tax, allocable District debt, and average value to lien ratios by status of development, based on the status of development in the District as of June 1, 2023 (the Appraiser’s date of value), and on assumptions detailed therein. Table 8 City of Roseville Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) Value to Lien Ratios – By Development Status and Land Use Development Status(1)(2)/ Land Use(3) No of Parcels Planned Units(3) Appraised Value (4) Assessed Value (5) FY 2022-23 Maximum Facilities Tax (6) Projected FY 2022-23 Facilities Special Tax Levy (7)* Allocable Debt CFD Bonds(8)(9)*
% Total CFD Bonded Debt (9) * Overlapping Debt (10) Total Direct & Overlapping Debt* Average Value to Lien Ratios* Homes Completed & Sold (11) LDR MDR Subtotal Homes Completed LDR MDR Subtotal Homes Partially Completed (12) LDR MDR Subtotal Final Map Lots (2) LDR MDR Subtotal Tentative lots (Annexation 3) LDR (Village FD-6) (13) Total Footnotes Follow on Next Page
51 * Preliminary, subject to change. Sources: Development Status - Appraiser and Developer; Land Use and Number of Units - Sierra Vista Specific Plan; Appraised Values - Integra Realty Resources, Inc.; Assessed Values - Placer County; Overlapping Debt - California Municipal Statistics, Inc, as compiled by Willdan Financial Services and Maximum Facilities Special Tax - Willdan Financial Services.
52 Appraised Value to Lien Ratio Categories. The following table sets forth the appraised value and assessed value, maximum special tax, projected special tax levy and allocable District debt by value to lien ratio range categories. Table 9 City of Roseville Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) Average Value to Lien Ratio Categories . Value-to-Lien Ratio Range * No. of Parcels No of Units (1) Composite Value (2) FY 2023-24 Maximum Tax (3) Projected FY 2023-24 Special Tax Levy (4) * Allocable Debt CFD Bonds (5)(6) * % of Total CFD Bonded Debt (6) Overlapping Debt (7)
Total Direct & Overlapping Debt *
Average Value to Lien Ratio* 15:1 to 19.99:1 125 125 $68,215,000 $231,857 $208,507 $4,102,378 10.23% $143,769 $4,246,147 16.07 10:1 to 14.99:1 441 441 250,659,075 850,363 764,722 15,045,960 37.53% 6,449,075 21,495,035 11.66 5:1 to 9.99:1 274 274 95,839,977 517,593 465,466 9,158,070 22.85% 2,370,132 11,528,202 8.31 3:1 to 4.99:1 365 365 52,971,000 665,981 598,910 11,783,592 29.39% 476,885 12,260,477 4.32 Total 1,205 1,205 $467,685,052 $2,265,794 $2,037,605 $40,090,000 100.00% $9,439,861 $49,529,861 9.44 * Preliminary, subject to change. (1) Number of residential lots per the Sierra Vista Specific Plan (2) Composite Value represents the Appraised Values as of June 1, 2023 or the Fiscal Year 2022-23 Assessed Value. Existing single-family homes showing a complete assessed value for both land and improvements were not appraised. Those parcels not appraised are instead valued above using Assessed Value. (3) Maximum Tax refers to Maximum Annual Facilities Special Tax. (4) Special Tax and Projected Special Tax Levy refer to Special Facilities Tax (5) Represents the outstanding balance of the District's Prior Bonds together with the estimated par amount of the 2023 Bonds. (6) This table allocates the CFD Bonded Debt based upon each parcel's share of the District's Fiscal Year 2023-24 Maximum Special Tax. (7) Overlapping debt liens of the District parcels as of July 1, 2023 as summarized under the “Direct and Overlapping Tax and Assessment Debt” table in the overlapping debt report prepared by California Municipal Statistics, Inc. No direct charges related to PACE liens secured by Special Taxes were levied onto the District parcels in Fiscal Year 2022-23. Sources: Appraised Value - Integra Realty Resources, Inc; Assessed Values - Placer County, as compiled by Integra Realty Resources Inc.; Outstanding Balance of Prior Bonds and Overlapping Debt - California Municipal Statistics, Inc, as compiled by Willdan Financial Services and Maximum Tax and Projected Special Tax Levy - Willdan Financial Services.
53 Special Tax Collections and Delinquencies Fiscal Year 2019-20 was the first year in which the Special Tax was levied in the District. The following table shows the collections of the Special Tax and delinquency information since Fiscal Year 2019-20. Table 10 City of Roseville Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) Historical Collections and Delinquencies As of Each Fiscal Year End (3) As of May 15, 2023 Fiscal Year (1) Annual Special Taxes Levied No. of Parcels Levied Amount Delinquent (2) No. of Parcels Delinquent Percent Levy Delinquent Remaining Amount Delinquent (2) Remaining No. of Parcels Delinquent Percent Levy Delinquent 2019-20 $686,521 265 $0 0 0.00% $0 0 0.00% 2020-21 $1,172,992 399 $832 1 0.07% $0 0 0.00% 2021-22 $1,676,822 682 $7,322 7 0.44% $0 0 0.00% 2022-23 $1,900,805 976 $6,495 5 0.34% $6,495 5 0.34% (1) Fiscal year 2019-20 was the District's first Special Tax levy. (2) Delinquent amounts and collections shown above do not include penalties, interest or fees. (3) Delinquency information as of June 15, 2020 for the FY 2019-20 levy, May 18, 2021 for the FY 2020-21 levy and June 13, 2022 for the FY 2021-22 levy and May 15, 2023 for the FY 2022-23 levy. Source: Placer County Tax Collector, compiled by Willdan Financial Services.
54 Overlapping Liens and Priority of Lien The principal of and interest on the Bonds are payable from the Special Tax authorized to be collected within the District, and payment of the Special Tax is secured by a lien on certain real property within the District. Such lien is co-equal to and independent of the lien for general taxes and any other liens imposed under the Act, regardless of when they are imposed on the property in the District. The imposition of additional special taxes, assessments and general property taxes will increase the amount of independent and co-equal liens which must be satisfied in foreclosure. The City, the County and certain other public agencies are authorized by the Act to form other community facilities districts and improvement areas and, under other provisions of State law, to form special assessment districts, either or both of which could include all or a portion of the land within the District. There can be no assurance that JMC Homes, its affiliates or any subsequent owner will not petition for the formation of other community facilities districts and improvement areas or for a special assessment district or districts and that parity special taxes or special assessments will not be levied by the County or some other public agency to finance additional public facilities; however, no other special districts are currently contemplated by the City or JMC Homes. Private liens, such as deeds of trust securing loans obtained by JMC Homes or Richmond American, 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. Set forth below is an overlapping debt table showing the existing direct and overlapping bonded debt payable with respect to property within the District. This table has been prepared by California Municipal Statistics Inc. as of the date indicated, and is included for general information purposes only. Neither the City nor the Underwriter have reviewed the data for completeness or accuracy and make no representations in connection therewith. In addition to bonded debt, property in the District is also subject to special taxes authorized to be levied on behalf of the City’s Sierra Vista Community Facilities District No. 2 (Public Services) and Community Facilities District No. 3 (Municipal Services) for municipal services, which districts provide for escalating annual special taxes on taxable property. The Fiscal Year 2022-23 annual maximum tax rates are $471.12 per single family lot for FD-10 and $526.71 per single family lot for all other parcels for CFD No. 2 and the Fiscal Year 2022-23 maximum rates are $508.02 per lot (low density)/$ 297.09 per lot (medium density) for CFD No. 3; the CFD No. 3 tax rates are subject to annual escalation up to 4% depending on the City’s public safety budget each year. [Willdan to update]
55 Table 11 City of Roseville Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) Summary of Overlapping Debt As of July 1, 2023 2022-23 Local Secured Assessed Valuation: $307,937,292 DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT: % Applicable Debt Sierra Joint Community College District SFID No. 4 Gen. Obl. Bonds 0.361% $ 534,560 Center Joint Unified School District General Obligation Bonds 8.759 8,905,301 City of Roseville Villages at Sierra Vista CFD No. 1 100.000 35,840,000 (1) TOTAL DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT $45,279,861 OVERLAPPING GENERAL FUND DEBT: Placer County Certificates of Participation 0.313% $253,941 Sierra Joint Community College District Certificates of Participation 0.239 1,920 City of Roseville Certificates of Participation 1.040 165,980 Placer County Mosquito and Vector Control District Certs. of Participation 0.313 5,798 TOTAL OVERLAPPING GENERAL FUND DEBT $427,639 COMBINED TOTAL DEBT $45,707,500 (2) Ratios to 2021-22 Assessed Valuation: Direct Debt ($35,840,000) ...................................................... 11.64% Total Direct and Overlapping Tax and Assessment Debt ........ 14.70% Combined Total Debt ............................................................... 14.84% _______________ (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.
56 Estimated Tax Burden on Single-Family Home Based on current and estimated sales prices for the smallest floorplan for MDR and LDR homes provided by JMC Homes being planned for the lots currently in the District, the Special Tax Administrator has projected that the overall tax burden for the smallest floorplan homes planned for the District will be approximately 1.65% and 1.57%, respectively, as shown in the following table. The projected overall tax burden for larger floorplan homes is expected to be smaller, as a percentage of the projected assessed value of the homes. Table 12 City of Roseville Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) Projected Overall Tax Burden for Single-Family Residential Parcels Fiscal Year 2022-23 Land Use Designations Net Taxable Value MDR Value LDR Value Average Assessed Value (1) $535,000 $755,000 Less: Homeowner's Exemption ($7,000) ($7,000) Net Taxable Value $528,000 $748,000 Projected Ad Valorem Property Taxes (2) Taxes Taxes Base Property Tax 1.000000% $5,280 $7,480 Sierra Coll SFID #4 B&I 2018 Series A 0.002407% $13 $18 Sierra Coll SFID #4 B&I 2018 Series B 0.016193% $85 $121 Center Joint Unif B&I 0.104100% $550 $779 Center Joint Unif B&I 2008 Series 2020A 0.007000% $37 $52 Center Joint Unif B&I 2008 Series 2020A Refunding 0.030700% $162 $230 Center Joint Unif B&I 2008 Series 2020B Refunding 0.002200% $12 $16 Center Joint Unif B&I 2008 Series 2021B Refunding 0.010000% $53 $75 Total Ad Valorem 1.172600% $6,191 $8,771 Projected Parcel Charges, Special Taxes and Assessments (3) Charges Charges Placer Mosquito & Vector (4) $33 $33 City of Roseville, Villages of Sierra Vista CFD # 1 (Public Facilities) (5) $1,767 $1,987 City of Roseville, Sierra Vista CFD # 2 (Public Services) (6) $397 $397 City of Roseville CFD 3, Municipal Services (7) $309 $528 Total Parcel Charges, Assessments, and Special Taxes $2,505 $2,945 Total Projected Taxes and Direct Charges $8,696 $11,716 Total Effective Tax Rate 1.65% 1.57% ___________________________________ (1) Representative new home prices from the "Ability to Pay" section of the Appraisal (2) Represents each individual FY 2022-23 Ad Valorem Tax Rate for Tax Rate Area 005-070, subject to change annually. (3) Assumes no PACE related Special Taxes (4) FY 2022-23 Charge (5) Equal to the applicable Maximum Public Facilities Special Tax for FY 2023-24 (6) Equal to the applicable Maximum Public Services Special Tax for FY 2023-24 (7) Equal to the projected Maximum Municipal Services Special Tax for FY 2023-24 Sources: FY 2022-23 Ad Valorem Tax Rates by Tax Rates Area, and Placer Mosquito & Vector charges - Placer County; Representative Prices of new LDR and MDR homes - Integra Realty Resources, Inc.; Projected Maximum Special Tax Rates of CFD Nos. 1, 2 and 3 - Willdan Financial Services.
57 SPECIAL RISK FACTORS The purchase of the 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 A substantial portion of the land in the District is owned by single entities, JMC Homes (and its affiliate FD-24, LLC) and Richmond American Homes. Owners of property are not personally obligated to pay the Special Tax attributable to their property. Rather, the Special Tax is an obligation only against the parcel of property, secured by the amount which could be realized in a foreclosure proceeding against the property, and not by any promise of the owner to pay. If the value of the property is not sufficient, taking into account other obligations also constituting a lien against the property, the City, Fiscal Agent and owners of the 2023 Bonds have no recourse against the owner, such as filing a lawsuit to collect money. Failure of JMC Homes (or its affiliate FD-24, LLC), Richmond American Homes or any future owner of significant property subject to the Special Taxes in the District to pay installments of Special Taxes when due could cause the depletion of the Reserve Fund prior to reimbursement from the resale of foreclosed property or payment of the delinquent Special Tax and, consequently, result in the delinquency rate reaching a level that would cause an insufficiency in collection of the Special Tax to meet the District’s obligations on the 2023 Bonds. For a description of JMC Homes and Richmond American Homes, see “OWNERSHIP OF PROPERTY WITHIN THE DISTRICT.” In that event, there could be a delay or failure in payments on the 2023 Bonds. See “– Bankruptcy and Foreclosure Delays” below and “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Delinquent Payments of Special Tax; Covenant for Superior Court Foreclosure.” Appraised Values The Appraisal summarized in APPENDIX B estimates the market value of the taxable property within the District. This market value is merely the present opinion of the Appraiser, and is subject to the assumptions and limiting conditions stated in the Appraisal. The City has not sought the present opinion of any other appraiser of the value of the taxed parcels. A different present opinion of value might be rendered by a different appraiser.
58 The opinion of value relates to sale by a willing seller to a willing buyer as of the date of valuation, each having similar information and neither being forced by other circumstances to sell or to buy. Consequently, the opinion is of limited use in predicting the selling price at a foreclosure sale, because the sale is forced and the buyer may not have the benefit of full information. In considering the estimates of value evidenced by the appraisal, it should be noted that the appraisal is based upon a number of standard and special assumptions which affect the estimates as to value, in addition to hypothetical conditions, as set forth in the Appraisal (see APPENDIX B hereto). The improvements to be financed by the 2023 Bonds were not in place as of the date of inspection; thus, the value estimate is subject to a hypothetical condition (of such improvements being in place) In addition, the opinion is a present opinion. It is based upon present facts and circumstances. Differing facts and circumstances may lead to differing opinions of value. The appraised market value is not evidence of future value because future facts and circumstances may differ significantly from the present. No assurance can be given that any of the appraised property in the District could be sold in a foreclosure for the estimated market value contained in the Appraisal. Such sale is the primary remedy available to Bondowners if that property should become delinquent in the payment of Special Taxes. Property Values and Property Development The value of Taxable Parcels within the District is a critical factor in determining the investment quality of the 2023 Bonds. If a property owner defaults in the payment of the Special Tax, the District’s only remedy is to foreclose on the delinquent property in an attempt to obtain funds with which to pay the delinquent Special Tax. Land development and land values could be adversely affected by economic and other factors beyond the City’s control, such as: a general economic downturn; adverse judgments in future litigation that could affect the scope, timing or viability of development; relocation of employers out of the area; stricter land use regulations; shortages of water, electricity, natural gas or other utilities; destruction of property caused by earthquake, flood or other natural disasters; environmental pollution or contamination. The Appraisal information included as APPENDIX B sets forth certain assumptions of the Appraiser in estimating the market value of the property within the District as of the date indicated. No assurance can be given that the land values are accurate if these assumptions are incorrect or that the values will not decline in the future if one or more events, such as natural disasters or adverse economic conditions, occur. See “Appraised Values” above. Neither the Underwriter nor the City has evaluated development risks. Since these are largely business risks of the type that property owners customarily evaluate individually, and inasmuch as changes in land ownership may well mean changes in the evaluation with respect to any particular parcel, the District is issuing the 2023 Bonds without regard to any such evaluation. Thus, the creation of the District and the issuance of the 2023 Bonds in no way implies that the District, the Underwriter, or the City has evaluated these risks or the reasonableness of these risks. The following is a discussion of specific risk factors that could affect the timing or scope of property development in the District or the value of property in the District.
59 Land Development. Land values are influenced by the level of development in the area in many respects. First, undeveloped or partially developed land is generally less valuable than developed land and provides less security to the owners of the 2023 Bonds should it be necessary for the District to foreclose on undeveloped or partially developed property due to the nonpayment of Special Taxes. Second, failure to complete development on a timely basis could adversely affect the land values of those parcels that have been completed. Lower land values would result in less security for the payment of principal of and interest on the 2023 Bonds and lower proceeds from any foreclosure sale necessitated by delinquencies in the payment of the Special Tax. See “VALUE OF PROPERTY WITHIN THE DISTRICT – Value to Special Tax Burden Ratios.” No assurance can be given that the proposed development within the District will be completed, and in assessing the investment quality of the 2023 Bonds, prospective purchasers should evaluate the risks of noncompletion. JMC Homes, FD-24 LLC and Richmond American Homes provide no assurances to the City that the project will be developed or that sources of financing that will actually be available will be sufficient to complete the currently projected development. JMC Homes, FD-24 LLC and Richmond American Homes have no obligation to the City or to owners of the 2023 Bonds to complete their project. Risks of Real Estate Investment Generally. Continuing development of land within the District may be adversely affected by changes in general or local economic conditions, fluctuations in the real estate market, increased construction costs, supply chain disruptions, development, financing and marketing capabilities of individual property owners, water or electricity shortages, and other similar factors. For example, the City is currently experiencing a known supply chain disruption with respect to electrical transformers needed for new development, which may have the effect of delaying development in Villages JM-21, FD-6 and FD-24 and results in a risk of prohibiting the closing of home sales in those villages since the City will not issue an occupancy permit without electric service. See “THE DISTRICT - Entitlements and Planned Development - Transformer Supply Chain Challenges” above. Development in the District may also be affected by development in surrounding areas, which may compete with the District. In addition, land development operations are subject to comprehensive federal, state and local regulations, including environmental, land use, zoning and building requirements. There can be no assurance that proposed land development operations within the District will not be adversely affected by future government policies, including, but not limited to, governmental policies to restrict or control development, or future growth control initiatives. There can be no assurance that land development operations within the District will not be adversely affected by these risks. Natural Disasters. The value of the parcels in the District in the future can be adversely affected by a variety of natural occurrences, particularly those that may affect infrastructure and other public improvements and private improvements on the parcels in the District and the continued habitability and enjoyment of such private improvements. For example, the areas in and surrounding the District, like those in much of California, may be subject to earthquakes or other unpredictable seismic activity, however, the District is not located in a seismic special studies zone. Other natural disasters could include, without limitation, landslides, floods, droughts, wildfires or tornadoes. One or more natural disasters could occur and could result in damage to
60 improvements of varying seriousness. Although the District is not in a high-risk area for landslides, floods, wildfires or tornadoes, natural disasters such as these are unpredictable and may occur anywhere throughout the State, with devastating consequences. The damage may entail significant repair or replacement costs and that repair or replacement may never occur either because of the cost, or because repair or replacement will not facilitate habitability or other use, or because other considerations preclude such repair or replacement. Under any of these circumstances there could be significant delinquencies in the payment of Special Taxes, and the value of the parcels may well depreciate. Drought. California has been subject to droughts from time-to-time in the past. Although the City does not believe any future drought would impact development in the District, no assurances can be given in this regard. The City employs a portfolio approach to its water supplies which includes the use of surface water, groundwater and recycled water. This portfolio approach is designed to provide a more reliable water supply. Surface water is the City’s primary water supply which is delivered from the Folsom Reservoir under contracts with the Bureau of Reclamation and the Placer County Water Agency. The City also uses groundwater to supplement its surface water supplies during emergency and drought conditions. These ground water wells are designated to accommodate Aquifer Storage and Recovery (ASR). The City’s ASR program allows for the storage of treated surface water in the groundwater basin through direct injection through the ASR wells. This water can be extracted later from the same wells for use during emergency or drought conditions. This water “banking” allows the City to use groundwater without significant impact to the ground water table when surface water supplies are limited. The City also uses recycled water generated from its wastewater treatment facilities for irrigation purposes in commercial landscaping, public rights-of way, parks and golf courses. The use of recycled water reduces the demand for treated water for these purposes and leaving more for domestic use. However, no assurance can be given that a future drought affecting homes in the District would not result in decreased values. JMC Homes and the City indicate that the existing Development Agreement protects JMC Homes’s ability to access water for the project through an agreed upon water allocation. However, in the event that the City’s water supply is severely limited or cut off by virtue of future actions beyond its control resulting from ongoing or future drought conditions, development within the District may be delayed or even stopped. The Development Agreement provides that should the City need to restrict development it must do so City-wide and cannot single out the Villages at Sierra Vista property in restricting development activity. In turn, the anticipated diversity of land ownership within the District could also be reduced, making the owners of the 2023 Bonds more dependent upon JMC Homes’s or other owners of undeveloped land timely payment of the Special Taxes levied on undeveloped property. Furthermore, such an increased period of concentrated ownership of undeveloped land increases the potential negative impact of any bankruptcy or other financial difficulties experienced by JMC Homes, Richmond American Homes or successor owners. Any reduction or interruption in the water supply would also likely cause a reduction in the land value and thus a reduction in the security in the event of a need to foreclose on land within the District following a delinquency in the payment of Special Taxes. Legal Requirements. Other events that may affect the value of a parcel include changes in the law or application of the law. Such changes may include, without limitation, local growth control initiatives, local utility connection moratoriums and local application of statewide tax and governmental spending limitation measures. Development in the District may also be adversely affected by the application of laws protecting endangered or threatened species.
61 Hazardous Substances. Any discovery of a hazardous substance detected on property within the District would affect the marketability and the value of some or all of the property in the District. In that event, the owners and operators of a parcel within the District may be required by law to remedy conditions of the parcel relating to releases or threatened releases of hazardous substances. The federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, sometimes referred to as “CERCLA” or the “Superfund Act,” is the most well-known and widely applicable of these laws. California laws with regard to hazardous substances are also applicable to property within the District and are as stringent as the federal laws. Under many of these laws, the owner (or operator) is obligated to remedy a hazardous substance condition of property whether or not the owner (or operator) has anything to do with creating or handling the hazardous substance. The effect, therefore, should any of the parcels be contaminated by a hazardous substance is to reduce the marketability and value of the parcel by the costs of remedying the condition, because the purchaser, upon becoming owner, will become obligated to remedy the condition just as is the seller. The values set forth in the Appraisal do not take into account the possible reduction in marketability and value of any of the parcels within the District by reason of the possible liability of the owner (or operator) for the remedy of a hazardous substance condition on a parcel. Although the City is not aware that the owner (or operator) of any of the property within the District has a current liability for a hazardous substance with respect to any of the parcels, it is possible that such liabilities do currently exist and that the City is not aware of them. Further, it is possible that liabilities may arise in the future with respect to any of the parcels within the District resulting from the existence, currently, on the parcel of a substance presently classified as hazardous but which has not been released or the release of which is not presently threatened, or may arise in the future resulting from the existence, currently, on the parcel of a substance not presently classified as hazardous but which may in the future be so classified. Further, such liabilities may arise not simply from the existence of a hazardous substance but from the method of handling it. All of these possibilities could significantly affect the value of a parcel within the District that is realizable upon a foreclosure sale. Endangered and Threatened Species. It is illegal to harm or disturb any plants or animals in their habitat that have been listed as endangered species by the United States Fish & Wildlife Service under the Federal Endangered Species Act or by the California Fish & Game Commission under the California Endangered Species Act without a permit. Although JMC Homes believes that no federally listed endangered or threatened species would be affected by the proposed development within the District, other than any that are permitted by the entitlements already received (which allow for the impact of development and specify the mitigation required), the discovery of an endangered plant or animal could delay development of vacant property in the District or reduce the value of undeveloped property. Levy and Collection of Special Taxes General. The principal source of payment of principal of and interest on the 2023 Bonds is the proceeds of the annual levy and collection of the Special Tax against property within the District. Limitation on Maximum Special Tax Rate. The annual levy of the Special Tax is subject to the Maximum Annual Facilities Special Tax rate authorized in the Rate and Method. The levy cannot be made at a higher rate even if the failure to do so means that the estimated proceeds of the levy and collection of the Special Tax, together with other available funds, will not be sufficient to pay debt service on the 2023 Bonds.
62 In addition to the Maximum Annual Facilities 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. No Relationship Between Property Value and Special Tax Levy. Because the Rate and Method is not based on property value, the levy of the Special Tax will rarely, if ever, result in a uniform relationship between the value of particular parcels of Taxable Property and the amount of the levy of the Special Tax against those parcels. Thus, there will rarely, if ever, be a uniform relationship between the value of the parcels of Taxable Property and their proportionate share of debt service on the 2023 Bonds, and certainly not a direct relationship. Factors that Could Lead to Special Tax Deficiencies. The following are some of the factors that might cause the levy of the Special Tax on any particular parcel of Taxable Property to vary from the Special Tax that might otherwise be expected: Transfers to Governmental Entities. The number of parcels of Taxable Property could be reduced through the acquisition of Taxable Property by a governmental entity and failure of the government to pay the Special Tax based upon a claim of exemption or, in the case of the federal government or an agency thereof, immunity from taxation, thereby resulting in an increased tax burden on the remaining taxed parcels. Property Tax Delinquencies. Failure of the owners of Taxable Property to pay property taxes (and, consequently, the Special Tax), or delays in the collection of or inability to collect the Special Tax by tax sale or foreclosure and sale of the delinquent parcels, could result in a deficiency in the collection of Special Tax revenues. See “– Tax Delinquencies” below. Delays Following Special Tax Delinquencies and Foreclosure Sales. The Fiscal Agent Agreement generally provides that the Special Tax is to be collected in the same manner as ordinary ad valorem property taxes are collected and, except as provided in the special covenant for foreclosure described in “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Delinquent Payments of Special Tax; Covenant for Superior Court Foreclosure” and in the Act, is subject to the same penalties and the same procedure, sale and lien priority in case of delinquency as is provided for ordinary ad valorem property taxes. Under these procedures, if taxes are unpaid for a period of five years or more, the property is deeded to the State and then is subject to sale by the County. If sales or foreclosures of property are necessary, there could be a delay in payments to owners of the 2023 Bonds pending such sales or the prosecution of foreclosure proceedings and receipt by the City of the proceeds of sale if the Reserve Fund is depleted. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Delinquent Payments of Special Tax; Covenant for Superior Court Foreclosure.” The ability of the City to collect interest and penalties specified by State law and to foreclose against properties having delinquent Special Tax installments may be limited in certain respects with regard to properties in which the Federal Deposit Insurance Corporation (the “FDIC”) has or obtains
63 an interest. The FDIC would obtain such an interest by taking over a financial institution that has made a loan that is secured by property within the District. See “ – FDIC/Federal Government Interests in Properties” below. Other laws generally affecting creditors’ rights or relating to judicial foreclosure may affect the ability to enforce payment of Special Taxes or the timing of enforcement of Special Taxes. For example, the Soldiers and Sailors Civil Relief Act of 1940 affords protections such as a stay in enforcement of the foreclosure covenant, a six-month period after termination of military service to redeem property sold to enforce the collection of a tax or assessment and a limitation on the interest rate on the delinquent tax or assessment to persons in military service if the court concludes the ability to pay such taxes or assessments is materially affected by reason of such service. FDIC/Federal Government Interests in Properties General. The ability of the District to foreclose the lien of delinquent unpaid Special Tax installments may be limited with regard to properties in which the Federal Deposit Insurance Corporation (the “FDIC”), the Drug Enforcement Agency, the Internal Revenue Service, or other federal agency has or obtains an interest. Federal courts have held that, based on the supremacy clause of the United States Constitution, in the absence of Congressional intent to the contrary, a state or local agency cannot foreclose to collect delinquent taxes or assessments if foreclosure would impair the federal government interest. The supremacy clause of the United States Constitution reads as follows: “This Constitution, and the Laws of the United States which shall be made in Pursuance thereof; and all Treaties made, or which shall be made, under the Authority of the United States, shall be the supreme Law of the Land; and the Judges in every State shall be bound thereby, any Thing in the Constitution or Laws of any State to the contrary notwithstanding.” This means that, unless Congress has otherwise provided, if a federal governmental entity owns a parcel that is subject to Special Taxes within the District but does not pay taxes and assessments levied on the parcel (including Special Taxes), the applicable state and local governments cannot foreclose on the parcel to collect the delinquent taxes and assessments. Moreover, unless Congress has otherwise provided, if the federal government has a mortgage interest in the parcel and the District wishes to foreclose on the parcel as a result of delinquent Special Taxes, the property cannot be sold at a foreclosure sale unless it can be sold for an amount sufficient to pay delinquent taxes and assessments on parity with the Special Taxes and preserve the federal government’s mortgage interest. In Rust v. Johnson (9th Circuit; 1979) 597 F.2d 174, the United States Court of Appeal, Ninth Circuit held that the Federal National Mortgage Association (“FNMA”) is a federal instrumentality for purposes of this doctrine, and not a private entity, and that, as a result, an exercise of state power over a mortgage interest held by FNMA constitutes an exercise of state power over property of the United States. Bankruptcy and Foreclosure Delays The payment of the Special Tax and the ability of the District to foreclose the lien of a delinquent unpaid tax, as discussed in “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Delinquent Payments of Special Tax; Covenant for Superior Court Foreclosure,” may be limited by bankruptcy, insolvency or other laws generally affecting creditors’ rights or by the laws of
64 the State of California relating to judicial foreclosure. The various legal opinions to be delivered concurrently with the delivery of the 2023 Bonds (including Bond Counsel’s approving legal opinion) will be qualified as to the enforceability of the various legal instruments by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights, by the application of equitable principles and by the exercise of judicial discretion in appropriate cases. Although bankruptcy proceedings would not cause the Special Taxes to become extinguished, bankruptcy of a property owner could result in a delay in prosecuting superior court foreclosure proceedings and could result in the possibility of delinquent Special Tax installments not being paid in full. Such a delay would increase the likelihood of a delay or default in payment of the principal of and interest on the 2023 Bonds. To the extent that property in the District continues to be owned by a limited number of property owners, the chances are increased that the Reserve Fund established for the 2023 Bonds could be fully depleted during any such delay in obtaining payment of delinquent Special Taxes. As a result, sufficient moneys would not be available in the Reserve Fund for transfer to the Bond Fund to make up shortfalls resulting from delinquent payments of the Special Tax and thereby to pay principal of and interest on the 2023 Bonds on a timely basis. To the extent that bankruptcy or similar proceedings were to involve a large property owner, the chances would increase the likelihood that the Reserve Fund could be fully depleted during any resulting delay in receiving payment of delinquent Special Taxes. As a result, sufficient monies would not be available in the Reserve Fund for transfer to the Bond Fund to make up any shortfalls resulting from delinquent payments of the Special Tax and thereby to pay principal of and interest on the 2023 Bonds on a timely basis. On July 30, 1992, the United States Court of Appeals for the Ninth Circuit issued its opinion in a bankruptcy case entitled In re Glasply Marine Industries. In that case, the court held that ad valorem property taxes levied by Snohomish County in the State of Washington after the date that the property owner filed a petition for bankruptcy were not entitled to priority over a secured creditor with a prior lien on that property. The court upheld the priority of unpaid ad valorem taxes imposed before the bankruptcy petition (the “pre-petition taxes”), but unpaid taxes imposed after the filing of the bankruptcy petition (“post-petition taxes”) were declared to be unsecured “administrative expenses” of the bankruptcy estate, and were therefore held to be payable from the bankruptcy estate only after payment of all secured creditors. As a result, the secured creditor of the property was able to foreclose on the property and retain all of the proceeds of the sale except for the amount of the pre-petition taxes. According to the court’s ruling, as administrative expenses, post-petition taxes would have to be paid, but only if the debtor had sufficient assets not subject to other perfected security interests to do so. In certain circumstances, payment of such administrative expenses may also be allowed to be deferred. Once the property is transferred out of the bankruptcy estate (through foreclosure or otherwise) it would at that time again become subject to and would secure liens for then current and future ad valorem taxes. Glasply was controlling precedent on bankruptcy courts in the State of California for several years subsequent to the date of the Ninth Circuit’s holding. Pursuant to state law, the lien date for general ad valorem property taxes levied in the State of California is the January 1 preceding the fiscal year for which the taxes are levied. Under the Glasply holding, a bankruptcy petition filing would have prevented the lien for general ad valorem property taxes levied in fiscal years subsequent to the filing of a bankruptcy petition from attaching and becoming a lien so long as the property was a part of the estate in bankruptcy. However, the Glasply holding was for the most part subsequently rendered inoperative with respect to the imposition of a lien for and the collection of
65 ad valorem taxes by amendments to the federal Bankruptcy Code (Title 11 U.S.C.) which were part of the Bankruptcy Reform Act of 1994 (the “Bankruptcy Reform Act”) passed by Congress during the later part of 1994. The Bankruptcy Reform Act added a provision to the automatic stay section of the Bankruptcy Code which, pursuant to Section 362(b)(18) thereof, excepts from the Bankruptcy Code’s automatic stay provisions, “the creation of a statutory lien for an ad valorem property tax imposed by . . . a political subdivision of a state, if such tax comes due after the filing of the petition” by a debtor in bankruptcy court. The effect of this provision is to continue the secured interest of ad valorem taxes on real property (i.e., post-petition taxes) in effect during the period following the filing of a bankruptcy petition, including during the period bankruptcy proceedings are pending. Without further clarification by the courts or Congress, the original rationale of the Glasply holding could, however, still result in the treatment of post-petition special taxes as “administrative expenses,” rather than as tax liens secured by real property, at least during the pendency of bankruptcy proceedings. This treatment might result from the fact that, although the lien of special taxes is of record from the date of the filing of a Notice of Special Tax Lien, the actual special tax is levied annually. As noted above, special taxes have a different lien date than the lien date for general ad valorem taxes in the State of California noted above. The lien of a Mello-Roos special tax attaches upon recordation of the notice of the special tax lien, as provided for in Section 53328.3 of the Act, as opposed to the annual January 1 lien date for general ad valorem taxes. Thus, in deciding whether the original Glasply ruling is applicable to a bankruptcy proceeding involving special taxes rather than general ad valorem property taxes, a court might consider the differences in the statutory provisions for creation of the applicable tax lien (general ad valorem or special tax) in determining whether there is a basis for post petition special taxes to be entitled to a lien on the property during pending bankruptcy proceedings. If a court were to apply Glasply to eliminate the priority of the special tax lien as a secured claim against property with respect to post-petition levies of the Special Taxes made against property owners within the District who file for bankruptcy, collections of the Special Taxes from such property owners could be reduced as the result of being treated as “administrative expenses” of the bankruptcy estate. Also, and most importantly, is the fact that the original holding in Glasply and the mitigation of that holding by the Bankruptcy Reform Act of 1994 both appear to be applicable only to general ad valorem taxes, and, therefore, the exemption from the automatic stay in Section 362(b)(18) discussed above may not be applicable to special taxes since they were not expressly mentioned or provided for in this section, nor defined to be included within the term “ad valorem taxes.” Parity Taxes and Special Assessments; Private Debt The City, the County and certain other public agencies are authorized by the Act to form other community facilities districts and improvement areas and, under other provisions of State law, to form special assessment districts, either or both of which could include all or a portion of the land within the District. Property in the District is currently subject to certain overlapping tax and assessment liens, as shown in the overlapping debt statement. Property in the District is also subject to the special tax of two additional community facilities districts formed to fund services and known as the Sierra Vista Community Facilities District No. 2 (Public Services) and the City’s Community Facilities District No. 3 (Municipal Services). The property is not subject to any other special tax or assessment liens (other than the lien of the Special Tax). See “VALUE OF PROPERTY WITHIN THE DISTRICT – Estimated Tax Burden on Single Family Home.” In addition, other governmental obligations may be authorized and undertaken or issued in the future, the tax, assessment or charge for which may become an obligation of one or more of the
66 parcels of taxable property and may be secured by a lien on a parity with the lien of the Special Tax securing the 2023 Bonds. The principal of and interest on the 2023 Bonds are payable from the Special Tax authorized to be collected within the District, and payment of the Special Tax is secured by a lien on certain real property within the District. Such lien is co-equal to and independent of the lien for general taxes and any other liens imposed under the Act, regardless of when they are imposed on the property in the District. The imposition of additional special taxes, assessments and general property taxes will increase the amount of independent and co-equal liens which must be satisfied in foreclosure if unpaid. The City, the County and certain other public agencies are authorized by the Act to form other community facilities districts and improvement areas and, under other provisions of State law, to form special assessment districts, either or both of which could include all or a portion of the land within the District. Although the Special Taxes will generally have priority over non-governmental liens on a parcel of taxable property, regardless of whether the non-governmental liens were in existence at the time of the levy of the Special Tax or not, this result may not apply in the case of bankruptcy. See “– Bankruptcy and Foreclosure Delays” above. There can be no assurance that property owners within the District will not petition for the formation of other community facilities districts and improvement areas or for a special assessment district or districts and that parity special taxes or special assessments will not be levied by the County or some other public agency to finance additional public facilities. Property owners may also elect to finance improvements to their homes through Property Assessed Clean Energy (PACE) financings, which are secured by assessment district liens. In addition to liens for special taxes or assessments to finance public improvements of benefit to land within the District, owners of property may obtain loans from banks or other private sources which loans may be secured by a lien on the parcels in the District. Such loans would increase amounts owed by the owner of such parcel with respect to development of its property in the District. However, the lien of such loans would be subordinate to the lien of the Special Taxes. Tax Delinquencies Under provisions of the Act, the Special Taxes will be billed to the properties within the District on the regular property tax bills sent to owners of such properties. Such Special Tax installments are due and payable, and bear the same penalties and interest for nonpayment, as do regular property tax installments. Special Tax installment payments cannot be made separately from property tax payments. Therefore, the unwillingness or inability of a property owner to pay regular property tax bills as evidenced by property tax delinquencies may also indicate an unwillingness or inability to make regular property tax payments and Special Tax payments in the future. The annual Special Tax will be billed and collected in two installments payable without penalty by December 10 and April 10. In the event such Special Taxes are not timely paid, moneys available to pay debt service on the 2023 Bonds becoming due on the subsequent respective March 1 and September 1 may be insufficient, except to the extent moneys are available in the Reserve Fund. In the event of non-payment of Special Taxes, funds in the 2023 Reserve Account of the Reserve Fund, if available, may be used to pay principal of and interest on the 2023 Bonds. If funds in the 2023 Reserve Account of the Reserve Fund for the 2023 Bonds are depleted, the funds can be replenished from the proceeds of the levy and collection of the Special Tax that are in excess of the amount required to pay all amounts to be paid to the 2022 Bond holders pursuant to the Fiscal Agent Agreement. However, no replenishment from the proceeds of a Special Tax levy can occur as long as the proceeds that are collected from the levy of the Special Tax against property within the District at the maximum Special Tax rates, together with other available funds, remains
67 insufficient to pay all such amounts. Thus it is possible that the 2023 Reserve Account of the Reserve Fund will be depleted and not be replenished by the levy of the Special Tax. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Delinquent Payments of Special Tax; Covenant for Superior Court Foreclosure” for a discussion of the provisions which apply, and procedures which the City is obligated to follow, in the event of delinquency in the payment of Special Taxes. See also “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Special Tax Methodology” for a discussion of a limitation imposed by the Act applicable to Special Tax increases on residential property. No Acceleration Provisions The 2023 Bonds do not contain a provision allowing for the acceleration of the 2023 Bonds in the event of a payment default or other default under the terms of the 2023 Bonds or the Fiscal Agent Agreement. Under the Fiscal Agent Agreement, a 2023 Bond holder is given the right for the equal benefit and protection of all 2023 Bond holders similarly situated to pursue certain remedies. So long as the 2023 Bonds are in book-entry form, DTC will be the sole 2023 Bond holder and will be entitled to exercise all rights and remedies of 2023 Bond holders. Ballot Initiatives From time to time, initiative measures qualify for the State ballot pursuant to the State’s constitutional initiative process, and those measures could be adopted by California voters. The adoption of any such initiative might place limitations on the ability of the State, the City, the County or other local districts to increase revenues or to increase appropriations or on the ability of the landowners to complete the development of the District. See “–Property Values and Property Development – Land Development” above. See also “–Voter Initiatives” below. Voter Initiatives Under the California Constitution, the power of initiative is reserved to the voters for the purpose of enacting statutes and constitutional amendments. Since 1978, the voters have exercised this power through the adoption of Proposition 13 and similar measures, including Proposition 218, which was approved in the general election held on November 5, 1996, and Proposition 26, which was approved on November 2, 2010. Any such initiative may affect the collection of fees, taxes and other types of revenue by local agencies such as the District. Subject to overriding federal constitutional principles, such collection may be materially and adversely affected by voter-approved initiatives, possibly to the extent of creating cash-flow problems in the payment of outstanding obligations such as the 2023 Bonds. Proposition 218—Voter Approval for Local Government Taxes—Limitation on Fees, Assessments, and Charges—Initiative Constitutional Amendment, added Articles XIIIC and XIIID to the California Constitution, imposing certain vote requirements and other limitations on the imposition of new or increased taxes, assessments and property-related fees and charges. On November 2, 2010, California voters approved Proposition 26, entitled the “Supermajority Vote to Pass New Taxes and Fees Act”. Section 1 of Proposition 26 declares that Proposition 26 is intended to limit the ability of the State Legislature and local government to circumvent existing restrictions on increasing taxes by defining the new or expanded taxes as “fees.” Proposition 26 amended Articles XIIIA and XIIIC of the State Constitution. The amendments to Article XIIIA limit the
68 ability of the State Legislature to impose higher taxes (as defined in Proposition 26) without a two-thirds vote of the Legislature. Article XIIIC requires that all new local taxes be submitted to the electorate before they become effective. Taxes for general governmental purposes require a majority vote and taxes for specific purposes (“special taxes”) require a two-thirds vote. The Special Taxes and the issuance of special tax bonds of the District were each authorized by not less than a two-thirds vote of the landowners within the District who constituted the qualified electors at the time of such voted authorization. The District believes, therefore, that issuance of the 2023 Bonds does not require the conduct of further proceedings under the Mello-Roos Act, Proposition 218 or Proposition 26. Like their antecedents, Proposition 218 and Proposition 26 are likely to undergo both judicial and legislative scrutiny before the impact on the District can be determined. Certain provisions of Proposition 218 and Proposition 26 may be examined by the courts for their constitutionality under both State and federal constitutional law, the outcome of which cannot be predicted. Pandemic Diseases In recent years, public health authorities have warned of threats posed by outbreaks of disease and other public health threats. On February 11, 2020, the WHO announced the official name for the outbreak of COVID-19, an upper respiratory tract illness. COVID-19 has since spread across the globe. The spread of COVID-19 had significant adverse health and financial impacts throughout the world. The WHO declared the COVID-19 outbreak to be a pandemic, and states of emergency were declared by the Governor of the State and the President of the United States. Taxpayer assistance measures may include deferral of due dates of property taxes, which was an assistance program during the COVID-19 pandemic, and with or without a deferral some taxpayers may be unable to make their property and Special Tax payments. No assurance can be given that the property tax payment dates will not be deferred in the future, which may cause a delay in the receipt of Special Taxes. In addition, home values may be affected by a reduction in demand stemming from personal finances, or general widespread economic circumstances resulting from pandemic diseases. Such actions may affect the ability of the developers described herein to complete their planned developments in the time periods and within the cost estimates described in this Official Statement. Cyber Security The City, like many other public and private entities, relies on computer and other digital networks and systems to conduct its operations. As a recipient and provider of personal, private or other sensitive electronic information, the City is potentially subject to multiple cyber threats, including without limitation hacking, viruses, ransomware, malware and other attacks. No assurance can be given that the City’s efforts to manage cyber threats and attacks will be successful in all cases, or that any such attack will not materially impact the operations or finances of the City or the District, or the administration of the 2023 Bonds. The City is also reliant on other entities and service providers in connection with the administration of the 2023 Bonds, including without limitation the County tax collector for the levy and collection of Special Taxes, the Fiscal Agent, and the dissemination agent. No assurance can be given that the City, the District and these other entities will not be affected by cyber threats and attacks in a manner that may affect the Bond owners. Potential Early Redemption of Bonds from Prepayments
69 Property owners within the District, including the JMC Homes, Richmond American and individual homeowners, are permitted to prepay their Special Tax obligation at any time. Such prepayments could also be made from the proceeds of bonds issued by or on behalf of an overlapping special assessment district or community facilities district. Such prepayments will result in a redemption of the Bonds on the interest payment date for which timely notice may be given under the Fiscal Agent Agreement following the receipt of the prepayment. The resulting redemption of Bonds that were purchased at a price greater than par could reduce the otherwise expected yield on such Bonds. CONSTITUTIONAL LIMITATIONS ON TAXATION AND APPROPRIATIONS Article XIIIA of the California Constitution, commonly known as “Proposition 13,” provides that each county will levy the maximum ad valorem property tax permitted by Proposition 13 and will distribute the proceeds to local agencies in accordance with an allocation formula based in part on pre-Proposition 13 ad valorem property tax rates levied by local agencies. Article XIIIA limits the maximum ad valorem tax on real property to 1% of “full cash value,” which is defined as the County Assessor’s valuation of real property as shown on the 1975-76 tax bill under full cash value, or, thereafter, the appraised value of real property when purchased, newly constructed, or a change in ownership has occurred after the 1975 assessment. The full cash value may be adjusted annually to reflect increases of no more than 2% per year or decreases in the consumer price index or comparable local data, or declining property value caused by damage, destruction or other factors. Article XIIIA exempts from the 1% tax limitation any taxes to repay indebtedness approved by the voters prior to July 1, 1978, and requires a vote of two-thirds of the qualified electorate to impose Special Taxes or any additional ad valorem, sales, or transaction taxes on real property. In addition, Article XIIIA requires the approval of two-thirds of all members of the State Legislature to change any State laws resulting in increased tax revenues. On June 3, 1986, California voters approved an amendment to Article XIIIA of the California Constitution to allow local governments and school districts to raise their property tax rates above the constitutionally mandated 1% ceiling for the purpose of paying off certain new general obligation debt issued for the acquisition or improvement of real property and approved by two-thirds of the votes cast by the qualified electorate. If any such voter-approved debt is issued, it may be on a parity with the lien of the Special Tax on the parcels within the District. State and local government agencies in the State, and the State itself are subject to annual appropriation limits, imposed by Article XIIIB of the State Constitution. Article XIIIB prohibits government agencies and the State from spending “appropriations subject to limitation” in excess of the appropriations limits imposed. “Appropriations subject to limitation” are authorizations to spend “proceeds of taxes,” which consist of tax revenues, certain state subventions and certain other funds, including proceeds from regulatory licenses, user charges or other fees to the extent that such proceeds exceed the cost reasonably borne by such entity in providing the regulation, product or service. No limit is imposed on appropriations of funds which are not “proceeds of taxes” such as debt service on indebtedness existing or authorized before January 1, 1979, or subsequently authorized by the voters, appropriations required to comply with mandates of courts or the federal government, reasonable user charges or fees and certain other non-tax funds.
70 CONTINUING DISCLOSURE The City has covenanted for the benefit of owners of the 2023 Bonds to provide certain financial information and operating data relating to the District by not later than six and one-half months after the end of the City’s fiscal year (presently June 30) in each year (the “City Annual Report”) commencing with its report for the 2022-23 fiscal year (due January 15, 2024) and to provide notices of the occurrence of certain enumerated events. JMC Homes has also covenanted for the benefit of owners of the 2023 Bonds to provide certain financial information and operating data relating to the property it or its affiliates owns in the District by not later than April 1st and October 1st of each year, beginning with the report due April 1, 2024 (the “Developer Periodic Reports”) and to provide notices of the occurrence of certain enumerated events. The obligation of JMC Homes to provide such information is in effect only so long as JMC Homes and its affiliates, or their successors, are collectively responsible for 20% or more of the Special Taxes, as described in the Developer Periodic Reports and JMC Homes’ undertaking includes a provision that if a portion of JMC Homes’ property which is responsible for such 20% is sold, the reporting obligation may be assumed by the new owner and JMC Homes’ obligations with respect to such property will be terminated, or if not so assumed, JMC Homes is to report such required information, as applicable to the transferee. The City Annual Report and the Developer Periodic Reports and notices of listed events will be filed with the Municipal Securities Rulemaking Board. The covenants of the City have been made in order to assist the Underwriter in complying with Securities Exchange Commission Rule 15c2-12(b)(5) (the “Rule”). The specific nature of the information to be contained in the Annual Report or the notices of listed events by the City and JMC Homes is summarized in “APPENDIX E — FORM OF CONTINUING DISCLOSURE UNDERTAKINGS.” The City believes it currently is in material compliance with all of its continuing disclosure undertakings for the last five years. Notwithstanding the foregoing, in the last five years: (1) The Annual Report for Fiscal Year 2019-20 for one series of the City’s outstanding bonds did not initially fulfill all content requirements; a remedial filing was done approximately 3 months later. (2) For its Annual Report for Fiscal Year 2021-22, while the City filed unaudited financial statements and then its audited financial statements when available, the unaudited financial statements were not timely filed with respect to certain bond issues. (3) The City has not in a timely manner filed all significant event notices of changes in the ratings of certain then-outstanding obligations resulting from changes in ratings to the bond insurers who insured such obligations or the underlying rates for such obligations. However, the City has submitted all undisclosed significant event notices of changes in ratings occurring during the last five years on all currently outstanding obligations. The City believes it has made corrective filings to address the known instances during the last five years of past delayed or failure to file annual reports, omissions of required information and/or rating changes to be filed under its prior continuing disclosure undertakings. JMC Homes has represented to the City that, during the past five years, JMC Homes has been in material compliance with its continuing disclosure undertakings.
71 UNDERWRITING The 2023 Bonds were purchased through negotiation by Piper Sandler & Co., as underwriter (the “Underwriter”). The Underwriter agreed to purchase the 2023 Bonds at a price of $_____________ (which is equal to the par amount of the 2023 Bonds, plus/less a [net] original issue premium/discount of $_____________ and less the Underwriter’s discount of $_____________). The initial public offering prices set forth on the cover page hereof may be changed by the Underwriter. The Underwriter may offer and sell the 2023 Bonds to certain dealers and others at a price lower than the public offering prices set forth on the cover page hereof. MUNICIPAL ADVISOR The City has retained Hilltop Securities Inc., Encino, California, as registered municipal advisor (the “Municipal Advisor”) in connection with the issuance of the 2023 Bonds. The Municipal Advisor is not obligated to undertake, and has not undertaken to make, an independent verification or assume responsibility for the accuracy, completeness, or fairness of the information contained in this Official Statement. The fees of the Municipal Advisor are contingent upon the sale and delivery of the 2023 Bonds. LEGAL OPINION The validity of the 2023 Bonds and certain other legal matters are subject to the approving opinion of Jones Hall, a Professional Law Corporation, Bond Counsel. A complete copy of the proposed form of Bond Counsel opinion is contained in APPENDIX D to this Official Statement, and the final opinion will be made available to registered owners of the 2023 Bonds at the time of delivery. The fees of Bond Counsel are contingent upon the sale and delivery of the 2023 Bonds. TAX MATTERS Federal Tax Status. In the opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel, subject, however to the qualifications set forth below, under existing law, the interest on the 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. The opinions set forth in the preceding paragraph are subject to the condition that the City comply with all requirements of the Internal Revenue Code of 1986, as amended (the “Tax Code”) relating to the exclusion from gross income for federal income tax purposes of interest on obligations such as the 2023 Bonds. The City has made certain representations and covenants in order to comply with each such requirement. Inaccuracy of those representations, or failure to comply with certain of those covenants, may cause the inclusion of such interest in gross income for federal income tax purposes, which may be retroactive to the date of issuance of the 2023 Bonds. Tax Treatment of Original Issue Discount and Premium. If the initial offering price to the public at which a 2022 Bond is sold is less than the amount payable at maturity thereof, then such difference constitutes “original issue discount” for purposes of federal income taxes and State of California personal income taxes. If the initial offering price to the public at which a 2022 Bond is sold is greater than the amount payable at maturity thereof, then such difference constitutes “original
72 issue premium” for purposes of federal income taxes and State of California personal income taxes. De minimis original issue discount and original issue premium are disregarded. Under the Tax Code, original issue discount is treated as interest excluded from federal gross income and exempt from State of California personal income taxes to the extent properly allocable to each owner thereof subject to the limitations described in the first paragraph of this section. The original issue discount accrues over the term to maturity of the 2022 Bond on the basis of a constant interest rate compounded on each interest or principal payment date (with straight-line interpolations between compounding dates). The amount of original issue discount accruing during each period is added to the adjusted basis of such 2023 Bonds to determine taxable gain upon disposition (including sale, redemption, or payment on maturity) of such 2022 Bond. The Tax Code contains certain provisions relating to the accrual of original issue discount in the case of purchasers of the 2023 Bonds who purchase the 2023 Bonds after the initial offering of a substantial amount of such maturity. Owners of such 2023 Bonds should consult their own tax advisors with respect to the tax consequences of ownership of 2023 Bonds with original issue discount, including the treatment of purchasers who do not purchase in the original offering, the allowance of a deduction for any loss on a sale or other disposition, and the treatment of accrued original issue discount on such 2023 Bonds under federal individual alternative minimum taxes. Under the Tax Code, original issue premium is amortized on an annual basis over the term of the 2022 Bond (said term being the shorter of the 2022 Bond’s maturity date or its call date). The amount of original issue premium amortized each year reduces the adjusted basis of the owner of the 2022 Bond for purposes of determining taxable gain or loss upon disposition. The amount of original issue premium on a 2022 Bond is amortized each year over the term to maturity of the 2022 Bond on the basis of a constant interest rate compounded on each interest or principal payment date (with straight-line interpolations between compounding dates). Amortized 2022 Bond premium is not deductible for federal income tax purposes. Owners of premium 2023 Bonds, including purchasers who do not purchase in the original offering, should consult their own tax advisors with respect to State of California personal income tax and federal income tax consequences of owning such 2023 Bonds. California Tax Status. In the further opinion of Bond Counsel, interest on the 2023 Bonds is exempt from California personal income taxes. Other Tax Considerations. Current and future legislative proposals, if enacted into law, clarification of the Tax Code or court decisions may cause interest on the 2023 Bonds to be subject, directly or indirectly, to federal income taxation or to be subject to or exempted from state income taxation, or otherwise prevent beneficial owners from realizing the full current benefit of the tax status of such interest. The introduction or enactment of any such legislative proposals, clarification of the Tax Code or court decisions may also affect the market price for, or marketability of, the 2023 Bonds. It cannot be predicted whether or in what form any such proposal might be enacted or whether, if enacted, such legislation would apply to bonds issued prior to enactment. The opinions expressed by Bond Counsel are based upon existing legislation and regulations as interpreted by relevant judicial and regulatory authorities as of the date of such opinion, and Bond Counsel has expressed no opinion with respect to any proposed legislation or as to the tax treatment of interest on the 2023 Bonds, or as to the consequences of owning or receiving interest on the 2023 Bonds, as of any future date. Prospective purchasers of the 2023 Bonds should consult their own tax advisors regarding any pending or proposed federal or state tax legislation, regulations or litigation, as to which Bond Counsel expresses no opinion.
73 Owners of the 2023 Bonds should also be aware that the ownership or disposition of, or the accrual or receipt of interest on, the 2023 Bonds may have federal or state tax consequences other than as described above. Other than as expressly described above, Bond Counsel expresses no opinion regarding other federal or state tax consequences arising with respect to the 2023 Bonds, the ownership, sale or disposition of the 2023 Bonds, or the amount, accrual or receipt of interest on the 2023 Bonds. NO RATINGS The City has not applied to a rating agency for the assignment of a rating to the 2023 Bonds and does not contemplate applying for a rating. NO LITIGATION At the time of delivery of and payment for the 2023 Bonds, the City Attorney will deliver his opinion that to the best of its knowledge there is no action, suit, proceeding, inquiry or investigation at law or in equity before or by any court or regulatory agency pending against the City affecting its existence or the titles of its officers to office or seeking to restrain or to enjoin the issuance, sale or delivery of the 2023 Bonds, the application of the proceeds thereof in accordance with the Fiscal Agent Agreement, or the collection or application of the Special Tax to pay the principal of and interest on the 2023 Bonds, or in any way contesting or affecting the validity or enforceability of the 2023 Bonds, the Fiscal Agent Agreement or any action of the City contemplated by any of said documents, or in any way contesting the completeness or accuracy of this Official Statement or any amendment or supplement thereto, or contesting the powers of the City or its authority with respect to the 2023 Bonds or any action of the City contemplated by any of said documents. EXECUTION The execution and delivery of this Official Statement by the City has been duly authorized by the City Council on behalf of the District. CITY OF ROSEVILLE By: Assistant City Manager/ Chief Financial Officer
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APPENDIX A RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX
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APPENDIX B THE APPRAISAL
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APPENDIX C THE CITY OF ROSEVILLE AND PLACER COUNTY The District is located in the City of Roseville (the “City”), which is located in southwestern Placer County (the “County”), California (the “State”). Certain financial and economic data for the City, County and State are presented in this appendix for information purposes only. The 2023 Bonds are not a debt or obligation of the City, County or State, but are a limited obligation of the City, secured solely by the Special Tax Revenues and other amounts pledged under the Fiscal Agent Agreement, all as described in more detail in this Official Statement. General The City is located in Placer County, which is located in the Sacramento Valley near the foothills of the Sierra Nevada mountain range, about 16 miles northeast of Sacramento and 110 miles east of San Francisco. The City presently occupies 43 square miles in the southwestern part of the County and is the largest city in the County as well as the residential and business center of the County. It is bordered by Sacramento County to the south, the City of Rocklin to the north and un-incorporated Placer County to the east and west. The estimated population of the City as of January 1, 2023 was approximately 152,928. The City has warm summers typical of central California, with an average July temperature of 77 degrees. Winter temperatures are moderate; the average January temperature is 46 degrees. The temperature drops below freezing an average of eight days per year. Rainfall averages 20 inches annually and falls mostly during the winter. The City is predominately comprised of residential housing, small and large businesses, as well as numerous retail centers, the latter of which play a vital role in the economy of the City and contribute significantly to City and County sales tax receipts. The City has the thirteenth highest retail sales of all cities in the State, and the City is considered a regional shopping destination. The Westfield Galleria at Roseville is the main shopping center in the City and the second largest shopping mall in Northern California. Across from the Westfield Galleria lies the “Fountains at Roseville,” a 330,000 square foot retail center, containing additional stores and several recreation centers. Plans call for future construction of hotel, additional retail, and office buildings in connection with the Fountains at Roseville project. In addition to the Westfield Galleria and Fountains at Roseville, the City has many shopping plazas surrounding the Westfield Galleria and the Douglas Boulevard financial corridor. The City is also home to one of the largest auto malls in the United States and a popular water park, Roseville Golfland-SunSplash. Municipal Government The City was incorporated on April 10, 1909 and is a charter city. The City operates under the council-manager form of government, with a five-member City Council elected at large for staggered four-year terms. At each election, the council member receiving the most votes is appointed mayor pro-tempore for two years and becomes mayor for the final two years. City services include, among others, police and fire protection, library services, street maintenance, and parks and recreation. The City also owns two golf courses and provides its own electricity, water, sewer and refuse services to its citizens.
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Population The following table sets forth population estimates for the City, County and State for the past five years. POPULATION ESTIMATES City, County and State Calendar Years 2019 through 2023, as of January 1 Year City of Roseville Placer County State of California 2019 141,097 395,345 39,605,361 2020 143,493 399,015› 39,648,938 2021 148,736 406,688 39,286,510 2022 151,450 409,441 39,078,674 2023 152,928 410,305 38,940,231 Source: California State Department of Finance.
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Effective Buying Income Effective buying income (“EBI”) is designated as personal income less personal tax and non-tax payments. Personal income is the aggregate of wages and salaries, other labor income (such as employer contributions to private pension funds), proprietor’s income, rental income (which includes imputed rental income of owner-occupants of non-farm dwellings), dividends paid by corporations, personal interest income from all sources, and transfer payments (such as pensions and welfare assistance). Deducted from this total are personal taxes (federal, state and local), non-tax payments (such as fines, fees, penalties), and personal contributions for social insurance. Effective buying income is a bulk measure of market potential. It indicates the general ability to buy and is essential in comparing, selecting and grouping markets on that basis. The following table demonstrates the growth in annual estimated EBI for the City, the County, the State and the United States. EFFECTIVE BUYING INCOME (EBI) City, County, State and United States As of January 1, 2019 through 2023 Year Area Total Effective Buying Income (000’s Omitted) Median Household Effective Buying Income 2019 City of Roseville $4,981,208 $75,784 Placer County 14,736,480 74,797 California 1,183,264,399 62,637 United States 9,017,967,563 52,841 2020 City of Roseville $4,834,974 $72,395 Placer County 14,333,583 72,431 California 1,243,564,816 65,870 United States 9,487,165,436 55,303 2021 City of Roseville $4,126,395 $66,668 Placer County 12,122,101 65,269 California 1,036,142,723 55,681 United States 8,132,748,136 48,043 2022 City of Roseville $6,165,433 $87,539 Placer County 18,491,490 88,051 California 1,452,426,153 77,058 United States 11,208,582,541 64,448 2023 City of Roseville $6,996,310 $92,853 Placer County 19,349,979 91,862 California 1,461,799,662 77,175 United States 11,454,846,397 65,326 Source: Claritas, LLC.
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Employment and Industry The unemployment rate in the Sacramento--Roseville--Arden-Arcade MSA was 3.9 percent in May 2023, up from a revised 3.8 percent in April 2023, and above the year-ago estimate of 3.1 percent. This compares with an unadjusted unemployment rate of 4.5 percent for California and 3.4 percent for the nation during the same period. The unemployment rate was 3.6 percent in El Dorado County, 3.4 percent in Placer County, 4.1 percent in Sacramento County, and 4.2 percent in Yolo County. The following table summarizes the civilian labor force, employment and unemployment, as well as employment by industry, in the Sacramento--Arden-Arcade--Roseville MSA for the years 2018 through 2022. CIVILIAN LABOR FORCE, EMPLOYMENT AND UNEMPLOYMENT Sacramento Arden Arcade Roseville Metropolitan Statistical Area (El Dorado, Placer, Sacramento, and Yolo Counties) Civilian Labor Force, Employment and Unemployment Annual Averages 2018 2019 2020 2021 2022 Civilian Labor Force (1) 1,088,500 1,101,200 1,095,600 1,107,800 1,124,500 Employment 1,047,200 1,061,100 998,400 1,036,700 1,082,500 Unemployment 41,200 40,100 97,200 71,100 42,000 Unemployment Rate 3.8% 3.6% 8.9% 6.4% 3.7% Wage and Salary Employment (2) Agriculture 9,100 8,700 8,300 9,000 8,600 Mining and Logging 400 500 500 500 500 Construction 64,500 69,400 70,200 74,900 76,800 Manufacturing 36,000 36,800 36,100 37,700 40,300 Wholesale Trade 28,400 28,600 26,600 26,900 28,300 Retail Trade 102,000 100,500 95,100 101,600 100,800 Transportation, Warehousing and Utilities 29,500 32,200 34,300 37,500 40,500 Information 12,400 11,900 10,200 10,100 10,500 Finance and Insurance 36,700 35,200 34,800 34,100 33,200 Real Estate and Rental and Leasing 16,800 17,300 16,900 17,700 19,100 Professional and Business Services 136,000 137,300 133,500 140,600 147,500 Educational and Health Services 159,800 166,600 164,000 168,800 175,400 Leisure and Hospitality 106,200 109,600 83,900 93,600 108,700 Other Services 34,200 35,400 31,000 33,300 36,100 Federal Government 14,100 14,200 14,800 14,500 14,300 State Government 120,400 121,900 121,700 127,300 128,700 Local Government 103,500 105,300 98,900 98,400 102,900 Total, All Industries (3) 1,009,900 1,031,300 980,700 1,025,400 1,072,300 (1) Labor force data is by place of residence; includes self-employed individuals, unpaid family workers, household domestic workers, and workers on strike. (2) Industry employment is by place of work; excludes self-employed individuals, unpaid family workers, household domestic workers, and workers on strike. (3) Totals may not add due to rounding. Source: State of California Employment Development Department.
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Major Employers The following table lists the major employers within the County, in alphabetical order. MAJOR EMPLOYERS Placer County (In Alphabetical Order) June 2023 Employer Name Location Industry Backyard Bar & BBQ Truckee Restaurants City of Roseville Roseville Alternative Fuels City of Roseville California Roseville Government Offices-City/Village & Twp Costco Wholesale Roseville Wholesale Clubs Golfland Sunsplash Roseville Roseville Golf Courses-Miniature Kaiser Permanente Roseville MD Roseville Hospitals Northstar California Truckee Resorts Oracle Rocklin Computer Software-Manufacturers Palisades Tahoe-Alpine Meadows Alpine Meadows Skiing Centers & Resorts Placer County Fire Dept Auburn Government Offices-County Placer County Food Stamps Auburn County Government-Social/Human Resources Placer County Sheriff Auburn Government Offices-County Placer County Sheriff Dept Tahoe City Government Offices-County PRIDE Industries Roseville Employment Agencies & Opportunities Resort At Squaw Creek Olympic Valley Hotels & Motels Roseville Toyota Roseville Automobile Dealers-New Cars Sheriff's Training Auburn Government Offices-County Sierra Joint Cmnty Clg Dist Rocklin School Districts Stagg Howard A Pro Corp Roseville Attorneys Sutter Auburn Faith Hospital Auburn Hospitals Sutter Roseville Med Ctr Fndtn Roseville Hospitals TASQ Technology Roseville Importers (whls) Thunder Valley Casino Lincoln Casinos Union Pacific Railroad Co Roseville Railroads Walmart Supercenter Roseville Department Stores Source: State of California Employment Development Department, extracted from the America’s Labor Market Information System (ALMIS) Employer Database, 2023 2nd Edition.
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Principal Employers The following table shows the principal employers in the City, as shown in the City’s Comprehensive Annual Financial Report for fiscal year ending June 30, 2022. PRINCIPAL EMPLOYERS City of Roseville As of June 30, 2022 Employer Number of Employees The Kaiser Permanente Medical Group & Foundation Group 5,900 PRIDE Industries 5,342 Sutter Roseville Medical Group 3,361 Adventist Health 1,500 City of Roseville 1,277 Union Pacific Railroad Company 1,150 Roseville City School District 1,133 Roseville Joint Union High School 1,005 Penumbra 600 Consolidated Communications 507 Total – Top Ten 21,865 Total City-Wide Employment 92,281 Source: City of Roseville Comprehensive Annual Financial Report for Fiscal Year 2021-22. Construction Permits The following table shows valuations of residential and non-residential building permits issued for calendar years 2018 through 2022. BUILDING PERMIT VALUATION City of Roseville (Valuation in Thousands of Dollars) 2018 2019 2020 2021 2022 Permit Valuation New Single-family $220,813.8 $265,615.3 $322,748.5 $467,676.3 $420,490.6 New Multi-family 0.0 6,855.8 46,469.0 0.0 1,552.1 Res. Alterations/Additions 8,598.7 16,133.8 5,126.3 39,648.3 5,529.1 Total Residential $229,412.5 $288,604.9 $374,343.8 $507,324.6 $427,571.8 New Commercial $21,072.5 $24,136.7 $23,230.8 $16,627.7 $40,882.5 New Industrial 0.0 0.0 0.0 0.0 0.0 New Other 11,541.4 9,358.1 12,610.6 12,351.9 7,312.1 Com. Alterations/Additions 38,098.5 46,155.6 24,553.9 29,192.0 42,938.9 Total Nonresidential $70,712.4 $79,650.40 $60,395.3 $58,171.6 $91,133.5 New Dwelling Units Single-Family 806 1,001 1,226 1,860 1,618 Multiple Family 0 65 372 0 18 Total New Dwelling Units 806 1,066 1,598 1860 1,636 Source: Construction Industry Research Board, Building Permit Summary.
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The County’s 2022-23 assessment roll totaled $97,541,982,154 as compared to the prior year’s assessment roll of $89,326,713,518, which reflected a 9.20% increase this year. These numbers over the last two years contrast with the real estate decline years of 2008 and after, where the County assessment roll experienced declines. The following table shows residential and non-residential building permits issued within the County for calendar years 2018 through 2022. Annual figures are not yet available for 2023. BUILDING PERMIT VALUATION County of Placer (Valuation in Thousands of Dollars) 2018 2019 2020 2021 2022 Permit Valuation New Single-family $696,737.4 $693,647.7 $827,822.1 $1,323,114.6 $1,193,148.4 New Multi-family 23,384.7 7,896.7 72,442.8 11,183.1 40,312.6 Res. Alterations/Additions 99,341.6 86,964.2 52,440.8 107,613.1 82,331.3 Total Residential $819,463.7 $788,508.6 $952,705.7 $1,441,910.8 $1,315,792.3 New Commercial $90,424.4 $73,609.7 $58,855.0 $52,238.1 $105,124.2 New Industrial 7,956.4 268.7 25.0 1,155.5 0.0 New Other 68,208.3 110,951.1 76,576.0 73,032.7 116,224.1 Com. Alterations/Additions 84,271.0 78,159.7 49,149.7 58,371.2 80,371.0 Total Nonresidential $250,860.1 $262,989.2 $184,605.7 $184,797.5 $301,719.3 New Dwelling Units Single-Family 1,963 2,080 2,552 4,176 3,701 Multiple Family 19 71 540 66 351 Total New Dwelling Units 1,982 2,151 3,092 4,242 4,052 Source: Construction Industry Research Board, Building Permit Summary.
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Commercial Activity A summary of historic taxable sales within the City and the County during the past five years in which data is available is shown in the following tables. The total taxable sales during calendar year 2022 in the City were reported to be $5,934,936,479, a 5.63% increase from the total taxable sales of $5,618,718,251 reported during the calendar year 2021. TAXABLE TRANSACTIONS City of Roseville Calendar Years 2018 through 2022 (Dollars in Thousands) Retail Stores Total All Outlets Number of Permits Taxable Transactions Number of Permits Taxable Transactions 2018 3,705 $4,048,870 5,393 $4,767,160 2019 3,748 4,021,058 5,578 4,889,702 2020 3,912 3,692,180 5,968 4,425,817 2021 3,623 4,800,774 5,602 5,618,718 2022 3,676 5,039,926 5,847 5,934,936 Source: State Department of Tax and Fee Administration The total taxable sales during calendar year 2022 in the County were reported to be $13,351,486,567, an 5.69% increase over the total taxable sales of $12,632,960,416 reported during calendar year 2021. TAXABLE TRANSACTIONS Placer County Calendar Years 2018 through 2022 (Dollars in Thousands) Retail Stores Total All Outlets Number of Permits Taxable Transactions Number of Permits Taxable Transactions 2018 8,717 $7,724,326 13,794 $9,909,906 2019 8,771 7,943,537 14,193 10,341,805 2020 9,165 7,931,068 15,141 10,319,123 2021 8,130 9,627,064 13,720 12,632,960 2022 8,201 10,051,067 14,163 13,351,487 Source: State Department of Tax and Fee Administration.
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Transportation The transportation network in and around the City is an integral part of its development. Centrally located in the State, the area is the hub of several major highways. Interstate 80 runs through the City, connecting San Francisco to New York. Highway 65 runs north through the City, from I-80 to Lincoln and Marysville. Interstate 5, which is west of the City, runs north to Seattle and south to Los Angeles. Union Pacific Railroad bought Southern Pacific in 1996 and the J.R. Davis Yard, located in Roseville, is the largest rail facility on the West Coast. Union Pacific owns and operates track in 23 states, primarily west of the Mississippi River. Amtrak provides passenger service daily to San Francisco and San Jose, and the California Zephyr connects the County to the Midwest and Chicago. Greyhound operates a station in the City, providing interstate destination services. Greyhound also operates throughout the County, with bus depots or regularly scheduled stops in most of the communities along major highways and roads. Sacramento International Airport serves the Roseville area. Served by ten major carriers and several commuter airlines, as well as air-freight carriers, the airport handles passenger flights to over 140 cities with more than 130 scheduled departures per day and 4.3 million passengers annually. Nearby Auburn Municipal Airport serves charter and private aircraft for coastal, state and transcontinental flights. Executive air service is available as well. Auburn Municipal has an elevation of 1,520 feet and an east/west runway 3,100 feet in length. Several trucking companies serve the City, ranging from interstate lines to local haulers, and transporting a wide variety of goods. United Parcel Service, with a distribution center in Rocklin, offers freight transportation services as well.
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APPENDIX D FORM OF OPINION OF BOND COUNSEL [Closing Date] City Council City of Roseville 311 Vernon Street Roseville, California 95678 OPINION: $__________ City of Roseville Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) Special Tax Bonds Series 2023 Members of the City Council: We have acted as bond counsel to the City of Roseville (the “City”) in connection with the issuance by the City of the $__________ City of Roseville Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) Special Tax Bonds Series 2023 (the “Bonds”), pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, constituting Section 53311, et seq. of the California Government Code (the “Act”) and a Fiscal Agent Agreement dated as of July 1, 2019, as supplemented and amended by a Supplemental Agreement No. 1 to Fiscal Agent Agreement dated as of July 1, 2020, a Supplemental Agreement No. 2 to Fiscal Agent Agreement dated as of August 1, 2021, a Supplemental Agreement No. 3 to Fiscal Agent Agreement dated as of August 1, 2022 and a Supplemental Agreement No. 4 to Fiscal Agent Agreement dated as of August 1, 2023 (collectively, the “Fiscal Agent Agreement”), by and between the City, on behalf of the City of Roseville Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities), and U.S. Bank Trust Company, National Association, as fiscal agent. We have examined the law and such certified proceedings and other papers as we deem necessary to render this opinion. As to questions of fact material to our opinion, we have relied upon representations of the City contained in the Fiscal Agent Agreement, and in the certified proceedings and other certifications of public officials furnished to us, without undertaking to verify the same by independent investigation. Based upon the foregoing, we are of the opinion, under existing law, as follows: 1. The City is duly created and validly existing as a public body, corporate and politic, with the power to adopt the resolution authorizing the issuance of the Bonds, enter into the Fiscal Agent Agreement and perform the agreements on its part contained therein, and to issue the Bonds.
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2. The Bonds have been duly authorized, executed and delivered by the City and are valid and binding limited obligations of the City, payable solely from the sources provided therefor in the Fiscal Agent Agreement. 3. The Fiscal Agent Agreement has been duly authorized, executed and delivered by the City and constitutes a valid and binding obligation of the City enforceable upon the City. 4. Pursuant to the Act, the Fiscal Agent Agreement creates a valid lien on the funds pledged by the Fiscal Agent Agreement. 5. The interest on the Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax. The opinions set forth in the preceding sentence are subject to the condition that the City comply with all requirements of the Internal Revenue Code of 1986, as amended, relating to the exclusion from gross income for federal income tax purposes of interest on obligations such as the Bonds. The City has made certain representations and covenants in order to comply with each such requirement. Inaccuracy of those representations, or failure to comply with certain of those covenants, may cause the inclusion of such interest in gross income for federal income tax purposes, which may be retroactive to the date of issuance of the Bonds. 6. The interest on the Bonds is exempt from personal income taxation imposed by the State of California. Interest on the 2023 Bonds may be subject to the corporate alternative minimum tax. We express no opinion regarding any other tax consequences arising with respect to the ownership, sale or disposition of, or the amount, accrual or receipt of interest on, the Bonds. The rights of the owners of the Bonds and the enforceability of the Bonds are limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally, and by equitable principles, whether considered at law or in equity. This opinion is given as of the date hereof, and we assume no obligation to revise or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention, or any changes in law that may hereafter occur. Our engagement with respect to this matter has terminated as of the date hereof. Respectfully submitted, A Professional Law Corporation
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APPENDIX E FORMS OF CONTINUING DISCLOSURE UNDERTAKINGS CONTINUING DISCLOSURE CERTIFICATE (City) This CONTINUING DISCLOSURE CERTIFICATE (this “Disclosure Certificate”) dated as of _________, 2023, is executed and delivered by the CITY OF ROSEVILLE (the “City”) in connection with the execution and delivery of its City of Roseville Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) Special Tax Bonds Series 2023 (the “Bonds”). The Bonds are being executed and delivered pursuant to a Fiscal Agent Agreement dated as of July 1, 2019, as supplemented and amended by a Supplemental Agreement No. 1 to Fiscal Agent Agreement dated as of July 1, 2020, a Supplemental Agreement No. 2 to Fiscal Agent Agreement dated as of August 1, 2021, a Supplemental Agreement No. 3 to Fiscal Agent Agreement dated as of August 1, 2022 and a Supplemental Agreement No. 4 to Fiscal Agent Agreement dated as of August 1, 2023 (collectively, the “Fiscal Agent Agreement”), by and between the City and U.S. Bank Trust Company, National Association, as successor fiscal agent (the “Fiscal Agent”). The District covenants and agrees as follows: Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the City for the benefit of the holders and beneficial owners of the Bonds and in order to assist the Participating Underwriter in complying with S.E.C. Rule 15c2-12(b)(5). Section 2. Definitions. In addition to the definitions set forth above and in the Fiscal Agent Agreement, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section 2, the following capitalized terms shall have the following meanings: “Annual Report” means any Annual Report provided by the City pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. “Annual Report Date” means the date that is six and one-half months after the end of the City’s fiscal year (currently January 15 based on the City’s fiscal year end of June 30). “Dissemination Agent” means Willdan Financial Services, or any successor Dissemination Agent designated in writing by the City and which has filed with the City a written acceptance of such designation. “Listed Events” means any of the events listed in Section 5(a) of this Disclosure Certificate. “MSRB” means the Municipal Securities Rulemaking Board, which has been designated by the Securities and Exchange Commission as the sole repository of disclosure information for purposes of the Rule, or any other repository of disclosure information that may be designated by the Securities and Exchange Commission as such for purposes of the Rule in the future.
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“Official Statement” means the final official statement executed by the City in connection with the issuance of the Bonds. “Participating Underwriter” shall mean any of the original underwriters of the Bonds. “Rule” means Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as it may be amended from time to time. Section 3. Provision of Annual Reports. (a) The City shall, or shall cause the Dissemination Agent to, not later than the Annual Report Date, commencing January 15, 2024, with the report for the 2022-23 fiscal year, provide to the MSRB, in an electronic format as prescribed by the MSRB, an Annual Report that is consistent with the requirements of Section 4 of this Disclosure Certificate. Not later than 15 Business Days prior to the Annual Report Date, the City shall provide the Annual Report to the Dissemination Agent (if other than the City). If by 15 Business Days prior to the Annual Report Date the Dissemination Agent (if other than the City) has not received a copy of the Annual Report, the Dissemination Agent shall contact the City to determine if the City is in compliance with the previous sentence. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may include by reference other information as provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the City may be submitted separately from the balance of the Annual Report, and later than the Annual Report Date, if not available by that date. If the City’s fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5(b). The City shall provide a written certification with each Annual Report furnished to the Dissemination Agent to the effect that such Annual Report constitutes the Annual Report required to be furnished by the City hereunder. (b) If the City does not provide (or cause the Dissemination Agent to provide) an Annual Report by the Annual Report Date, the City shall provide (or cause the Dissemination Agent to provide) in a timely manner to the MSRB, in an electronic format as prescribed by the MSRB, a notice to that effect. (c) With respect to each Annual Report, the Dissemination Agent shall: (i) determine prior to each Annual Report Date the then-applicable rules and electronic format prescribed by the MSRB for the filing of annual continuing disclosure reports; and (ii) if the Dissemination Agent is other than the City, file a report with the City certifying that the Annual Report has been provided pursuant to this Disclosure Certificate, and stating the date it was provided. Section 4. Content of Annual Reports. The City’s Annual Report shall contain or incorporate by reference the following: (a) The City’s audited financial statements prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board. If the City’s audited financial statements are not available by the Annual Report Date, the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the Official Statement, and
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the audited financial statements shall be filed in the same manner as the Annual Report when they become available. (b) The following information, unless otherwise specified, as of September 30 of the preceding year: (i) Principal amount of all outstanding bonds of the District. (ii) Balance in the improvement fund. (iii) (a) Balance in 2023 Reserve Account of the Reserve Fund, and statement of the Reserve Requirement for the 2023 Bonds; and statement of projected draws on the 2023 Reserve Account of the Reserve Fund, if any; and (b) balance in any debt service reserve fund or account established in connection with any other issue of bonds of City of Roseville Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) and statement of the reserve requirement for such other bonds; and statement of projected draws on any other such debt service reserve fund or account, if any. (iv) Balance in other funds and accounts held by the City or fiscal agent related to the Bonds. (v) Additional debt authorized by the City and payable from or secured by assessments or special taxes with respect to property within the District. (vi) The Special Tax levy. (vii) Notwithstanding the September 30 reporting date, the following information shall be reported as of the last day of the month immediately preceding the date of the Annual Report rather than as of September 30. Identity of each delinquent taxpayer responsible for 5 percent or more of total Special Tax levied, and the following information: assessor parcel number, assessed value of applicable properties, amount of Special Tax levied, amount delinquent by parcel number and status of foreclosure proceedings. If any foreclosure has been completed, summary of results of foreclosure sales or transfers. (viii) Most recently available total assessed value of all parcels subject to the Special Tax. (ix) List of landowners and assessor’s parcel number of parcels subject to 20% or more of the Special Tax levy including the following information: development status to the extent shown in City records, land use classification, assessed value (land and improvements). (x) Debt service coverage. (ix) The total Special Tax levy and Maximum Special Tax for Developed Property, Small Lot Tentative Map Property, Large Lot Property and Undeveloped Property (all as defined in the Rate and Method of Apportionment) together with the allocable debt of the CFD Bonds and most recently available assessed values for each category.
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(c) In addition to any of the information expressly required to be provided under this Disclosure Certificate, the City shall provide such further material information, if any, as may be necessary to make the specifically required statements, in the light of the circumstances under which they are made, not misleading. (d) Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the City or related public entities, which are available to the public on the MSRB’s Internet web site or filed with the Securities and Exchange Commission. The City shall clearly identify each such other document so included by reference. Section 5. Reporting of Significant Events. (a) The City shall give, or cause to be given, notice of the occurrence of any of the following Listed Events with respect to the Bonds: (1) Principal and interest payment delinquencies. (2) Non-payment related defaults, if material. (3) Unscheduled draws on debt service reserves reflecting financial difficulties. (4) Unscheduled draws on credit enhancements reflecting financial difficulties. (5) Substitution of credit or liquidity providers, or their failure to perform. (6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the security, or other material events affecting the tax status of the security. (7) Modifications to rights of security holders, if material. (8) Bond calls, if material, and tender offers. (9) Defeasances. (10) Release, substitution, or sale of property securing repayment of the securities, if material. (11) Rating changes. (12) Bankruptcy, insolvency, receivership or similar event of the City or other obligated person. (13) The consummation of a merger, consolidation, or acquisition involving the City or an obligated person, or the sale of all or substantially all of the assets of the City or an obligated person (other than in the ordinary course of business), the entry into a definitive agreement to undertake such an
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action, or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material. (14) Appointment of a successor or additional fiscal agent or the change of name of the fiscal agent, if material. (15) Incurrence of a financial obligation of the City, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of the City, any of which affect security holders, if material (for the definition of “financial obligation,” see clause (e)). (16) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a financial obligation of the City, any of which reflect financial difficulties (for the definition of “financial obligation,” see clause (e)). (b) Whenever the City obtains knowledge of the occurrence of a Listed Event, the City shall, or shall cause the Dissemination Agent (if not the City) to, file a notice of such occurrence with the MSRB, in an electronic format as prescribed by the MSRB, in a timely manner not in excess of 10 business days after the occurrence of the Listed Event. Notwithstanding the foregoing, notice of Listed Events described in subsections (a)(8) and (9) above need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to holders of affected Bonds under the Fiscal Agent Agreement. (c) The City acknowledges that the events described in subparagraphs (a)(2), (a)(7), (a)(8) (if the event is a bond call), (a)(10), (a)(13), (a)(14) and (a)(15) of this Section 5 contain the qualifier “if material” and that subparagraph (a)(6) also contains the qualifier “material” with respect to certain notices, determinations or other events affecting the tax status of the Bonds. The City shall cause a notice to be filed as set forth in paragraph (b) above with respect to any such event only to the extent that it determines the event’s occurrence is material for purposes of U.S. federal securities law. Whenever the City obtains knowledge of the occurrence of any of these Listed Events, the City will as soon as possible determine if such event would be material under applicable federal securities law. If such event is determined to be material, the City will cause a notice to be filed as set forth in paragraph (b) above. The Dissemination Agent shall not be responsible for determining whether an event is material. (d) For purposes of this Disclosure Certificate, any event described in paragraph (a)(12) above is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City. (e) For purposes of Section 5(a)(15) and (16), “financial obligation” means a (i) debt obligation; (ii) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (iii) guarantee of (i) or (ii). The
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term financial obligation shall not include municipal securities as to which a final official statement has been provided to the MSRB consistent with the Rule. Section 6. Identifying Information for Filings with the MSRB. All documents provided to the MSRB pursuant to this Disclosure Certificate shall be accompanied by identifying information as prescribed by the MSRB. Section 7. Termination of Reporting Obligation. The City’s obligations under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the City shall give notice of such termination in the same manner as for a Listed Event under Section 5(b). Section 8. Dissemination Agent. The City may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any Dissemination Agent, with or without appointing a successor Dissemination Agent. Any Dissemination Agent may resign by providing 30 days’ written notice to the City. Section 9. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the City may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied: (a) if the amendment or waiver relates to the provisions of Sections 3(a), 4 or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature, or status of an obligated person with respect to the Bonds, or type of business conducted; (b) the undertakings herein, as proposed to be amended or waived, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the primary offering of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) the proposed amendment or waiver either (i) is approved by holders of the Bonds in the manner provided in the Fiscal Agent Agreement for amendments to the Fiscal Agent Agreement with the consent of holders, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the holders or beneficial owners of the Bonds. If the annual financial information or operating data to be provided in the Annual Report is amended pursuant to the provisions hereof, the first Annual Report filed pursuant hereto containing the amended operating data or financial information shall explain, in narrative form, the reasons for the amendment and the impact of the change in the type of operating data or financial information being provided. If an amendment is made to this Disclosure Certificate modifying the accounting principles to be followed in preparing financial statements, the Annual Report for the year in which the change is made shall present a comparison between the financial statements or information prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. The comparison shall include a qualitative discussion of the differences in the accounting principles and the impact of the change in the accounting principles on the presentation of the financial information, in order to provide information to investors to
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enable them to evaluate the ability of the City to meet its obligations. To the extent reasonably feasible, the comparison shall be quantitative. A notice of any amendment made pursuant to this Section 9 shall be filed in the same manner as for a Listed Event under Section 5(b). Section 10. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the City from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the City chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the City shall have no obligation under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. Section 11. Default. If the City fails to comply with any provision of this Disclosure Certificate, the Participating Underwriter or any holder or beneficial owner of the Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under this Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed an Event of Default under the Fiscal Agent Agreement, and the sole remedy under this Disclosure Certificate in the event of any failure of the City to comply with this Disclosure Certificate shall be an action to compel performance. Section 12. Duties, Immunities and Liabilities of Dissemination Agent. (a) The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the City agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which they may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys’ fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent’s negligence or willful misconduct. The Dissemination Agent shall have no duty or obligation to review any information provided to it by the City hereunder and shall not be deemed to be acting in any fiduciary capacity for the City, the Bond holders, or any other party. The obligations of the City under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds. (b) The Dissemination Agent shall be paid compensation by the City for its services provided hereunder in accordance with its schedule of fees as amended from time to time, and shall be reimbursed for all expenses, legal fees and advances made or incurred by the Dissemination Agent in the performance of its duties hereunder. Section 13. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the City, the Dissemination Agent, the Participating Underwriter and the holders and beneficial owners from time to time of the Bonds, and shall create no rights in any other person or entity.
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Section 14. Counterparts. This Disclosure Certificate may be executed in several counterparts, each of which shall be regarded as an original, and all of which shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have executed this Disclosure Certificate as of the date first above written. CITY OF ROSEVILLE, for and on behalf of City of Roseville Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) By: Name: Title: WILLDAN FINANCIAL SERVICES, as Dissemination Agent By: Name: Title:
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FORM OF CONTINUING DISCLOSURE CERTIFICATE (Developer) THIS CONTINUING DISCLOSURE AGREEMENT (the “Disclosure Certificate”) dated as of ___________, 2023, is executed by John Mourier Construction, Inc., a California corporation (the “Developer”) in connection with the execution and delivery by the City of Roseville of its City of Roseville Villages at Sierra Vista Community Facilities District No. 1 (Public Facilities) Special Tax Bonds Series 2023 (the “Bonds”). The Bonds are being executed and delivered pursuant to a Fiscal Agent Agreement, dated as of July 1, 2019, as supplemented and amended by a Supplemental Agreement No. 1 to Fiscal Agent Agreement dated as of July 1, 2020, a Supplemental Agreement No. 2 to Fiscal Agent Agreement dated as of August 1, 2021, a Supplemental Agreement No. 3 to Fiscal Agent Agreement dated as of August 1, 2022 and a Supplemental Agreement No. 4 to Fiscal Agent Agreement dated as of August 1, 2023 (collectively, the “Fiscal Agent Agreement”), by and between the City and U.S. Bank Trust Company, National Association, as successor fiscal agent (the “Fiscal Agent”). The Developer covenants and agrees as follows: Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the Developer for the benefit of the holders and beneficial owners of the Bonds. Section 2. Definitions. In addition to the definitions set forth above and in the Fiscal Agent Agreement, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: “Affiliate” of another Person means (a) a Person directly or indirectly owning, controlling, or holding with power to vote, 5% or more of the outstanding voting securities of such other Person, (b) any Person, 5% or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held with power to vote, by such other Person, and (c) any Person directly or indirectly controlling, controlled by, or under common control with, such other Person. For purposes hereof, control means the power to exercise a controlling influence over the management or policies of a Person, unless such power is solely the result of an official position with such Person. “Assumption Agreement” means an undertaking of a Major Owner, or an Affiliate thereof, for the benefit of the holders and beneficial owners of the Bonds containing terms substantially similar to this Disclosure Certificate (as modified for such Major Owner’s development and financing plans with respect to the District), whereby such Major Owner or Affiliate agrees to provide periodic reports and notices of significant events, setting forth the information described in sections 4 and 5 hereof, respectively, with respect to the portion of the property in the District owned by such Major Owner and its Affiliates and, at the option of the Developer or such Major Owner, agrees to indemnify the Dissemination Agent (if any) pursuant to a provision substantially in the form of Section 11 hereof. “Dissemination Agent” means Willdan Financial Services, or any successor Dissemination Agent designated in writing by the Developer, and which has filed with the Developer, the City and the Fiscal Agent a written acceptance of such designation, and which is experienced in providing dissemination agent services such as those required under this Disclosure Certificate.
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“Listed Events” means any of the events listed in Section 5(a) of this Disclosure Certificate. “Major Owner” means, as of any Report Date, an owner of land in the District that is responsible in the aggregate for 20% or more of the Special Taxes in the District anticipated to be levied at any time during the then-current fiscal year. “MSRB” means the Municipal Securities Rulemaking Board, which has been designated by the Securities and Exchange Commission as the sole repository of disclosure information for purposes of the Rule, or any other repository of disclosure information that may be designated by the Securities and Exchange Commission as such for purposes of the Rule in the future. “Official Statement” means the final official statement executed by the City in connection with the issuance of the Bonds. “Participating Underwriter” means Piper Sandler & Co., the original Underwriter of the Bonds. “Periodic Report” means any Periodic Report provided by the Developer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. “Person” means an individual, a corporation, a partnership, a limited liability company, an association, a joint stock company, a trust, any unincorporated organization or a government or political subdivision thereof. “Property” means the property owned by the Developer in the District. “Report Date” means April 1 and October 1 of any fiscal year. “Rule” means Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. “Special Taxes” means the special taxes of the District levied on taxable property within the District. Section 3. Provision of Periodic Reports. (a) The Developer shall, or, upon written direction of the Developer the Dissemination Agent shall, not later than the Report Date, commencing October 1, 2022, file or cause to be filed with the MSRB a Periodic Report which is consistent with the requirements of Section 4 of this Disclosure Certificate with a copy to the Fiscal Agent (if different from the Dissemination Agent), the Participating Underwriter and the City. Not later than 15 calendar days prior to the Report Date, the Developer shall provide the Periodic Report to the Dissemination Agent (if different from the Developer). The Developer shall provide a written certification with (or included as a part of) each Periodic Report furnished to the Dissemination Agent (if different from the Developer), the Fiscal Agent (if different from the Dissemination Agent), the Participating Underwriter and the City to the effect that such Periodic Report constitutes the Periodic Report required to be furnished by it under this Disclosure Certificate. The Dissemination Agent, the Fiscal Agent, the Participating Underwriter and the City may conclusively rely upon such certification of the Developer and shall have no duty or obligation to review the Periodic Report. The Periodic Report may be submitted as a single document or as separate documents comprising a package, and may incorporate by reference other information as provided in Section 4 of this Disclosure Certificate.
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(b) If the Dissemination Agent does not receive a Periodic Report by 15 calendar days prior to the Report Date, the Dissemination Agent shall send a reminder notice to the Developer that the Periodic Report has not been provided as required under Section 3(a) above. The reminder notice shall instruct the Developer to determine whether its obligations under this Disclosure Certificate have terminated (pursuant to Section 6 below) and, if so, to provide the Dissemination Agent with a notice of such termination in the same manner as for a Listed Event (pursuant to Section 5 below). If the Developer does not provide, or cause the Dissemination Agent to provide, a Periodic Report to the MSRB by the Report Date as required in subsection (a) above, the Dissemination Agent shall send a notice to that effect to the MSRB in substantially the form prescribed by the MSRB, with a copy to the Fiscal Agent (if other than the Dissemination Agent), the City and the Participating Underwriter. (c) With respect to the Periodic Report, the Dissemination Agent shall, to the extent the Periodic Report has been furnished to it, file the Periodic Report with the MSRB and file a report with the Developer (if the Dissemination Agent is other than the Developer), the City and the Participating Underwriter certifying that the Periodic Report has been provided pursuant to this Disclosure Certificate, stating the date it was provided to and filed with the MSRB. Section 4. Content of Periodic Reports. The Developer’s Periodic Report shall contain or incorporate by reference the information set forth in Exhibit B relating to the Developer, any or all of which may be included by specific reference to other documents, including official statements of debt issues of the Developer or related public entities, which have been submitted to the MSRB or the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available from the MSRB. The Developer shall clearly identify each such other document so included by reference. In addition to any of the information expressly required to be provided in Exhibit B, the Developer’s Periodic Report shall include such further information, if any, as may be necessary to make the specifically required statements, in the light of the circumstances under which they are made, not misleading. Section 5. Reporting of Significant Events. (a) The Developer shall give, or cause to be given, notice of the occurrence of any of the following Listed Events with respect to itself or the Property, if material: (i) bankruptcy or insolvency proceedings commenced by or against the Developer and, if known, any bankruptcy or insolvency proceedings commenced by or against any Affiliate of the Developer that is reasonably likely to have a significant impact on the Developer’s ability to pay Special Taxes or to sell or develop the Property; (ii) failure to pay any taxes, special taxes (including the Special Taxes) or assessments due with respect to the Property on or prior to the delinquency date; (iii) filing of a lawsuit of which the Developer is aware against the Developer or an Affiliate seeking damages, which is reasonably likely to have a significant impact on the Developer’s ability to pay Special Taxes or to sell or develop the Property; (iv) material damage to or destruction of any of the improvements on the Property; and
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(v) any payment default or other material default by the Developer on any loan with respect to the construction of improvements on the Property. (b) Whenever the Developer obtains knowledge of the occurrence of a Listed Event, the Developer shall as soon as possible determine if such event would be material under applicable Federal securities law. (c) If the Developer determines that knowledge of the occurrence of a Listed Event would be material under applicable Federal securities law, the Developer shall, or shall cause the Dissemination Agent to, promptly file a notice of such occurrence with the MSRB, with a copy to the Fiscal Agent, the City and the Participating Underwriter. Section 6. Duration of Reporting Obligation. (a) All the Developer’s obligations hereunder shall commence on the date hereof and terminate (except as provided in Section 11) on the earliest to occur of the following: (i) upon the legal defeasance, prior redemption or payment in full of all the Bonds, or (ii) at such time as property owned by the Developer is no longer responsible for payment of 20% or more of the Special Taxes, or (iii) the date on which the Developer prepays in full all of the Special Taxes attributable to the Property, or (iv) the date on which (A) the Developer has completed construction of all buildings to be constructed within property it owns in the District and (B) each such building constructed by the Developer and intended for lease by the Developer has been, since completion of construction, at least 80% occupied at one time or another, if applicable. The Developer shall give notice of the termination of its obligations under this Disclosure Certificate in the same manner as for a Listed Event under Section 5. (b) If a portion of the Property owned by the Developer, or any Affiliate of the Developer, is conveyed to a Person that, upon such conveyance, will be a Major Owner, the obligations of the Developer hereunder with respect to the property in the District owned by such Major Owner and its Affiliates may be assumed by such Major Owner or by an Affiliate thereof, and if so assumed the Developer’s obligations hereunder with respect to such portion of the Property will be terminated. In order to effect such an assumption, such Major Owner or Affiliate shall enter into an Assumption Agreement in form and substance reasonably satisfactory to the City and the Participating Underwriter. If not so assumed, the Developer shall report the information, as applicable to the transferee, required herein so long as the transferee is a Major Owner. Section 7. Dissemination Agent. The Developer may, from time to time, appoint or engage a Dissemination Agent to assist the Developer in carrying out its obligations under this Disclosure Certificate, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent may resign by providing thirty days’ written notice to the City, the Developer and the Participating Underwriter.
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Section 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the Developer may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied (provided, however, that the Dissemination Agent shall not be obligated under any such amendment that modifies or increases its duties or obligations hereunder without its written consent thereto): (a) if the amendment or waiver relates to the provisions of sections 3(a), 4 or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature, or status of an obligated person with respect to the Bonds, or type of business conducted; and (b) the proposed amendment or waiver either (i) is approved by holders of the Bonds in the manner provided in the Fiscal Agent Agreement, with the consent of holders, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the holders or beneficial owners of the Bonds. Section 9. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the Developer from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Periodic Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the Developer chooses to include any information in any Periodic Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the Developer shall have no obligation under this Disclosure Certificate to update such information or include it in any future Periodic Report or notice of occurrence of a Listed Event. Section 10. Default. In the event of a failure of the Developer to comply with any provision of this Disclosure Certificate, the Fiscal Agent shall (upon written direction and only to the extent indemnified to its satisfaction from any liability, cost or expense, including fees and expenses of its attorneys), and the Participating Underwriter and any holder or beneficial owner of the Bonds may, take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Developer to comply with its obligations under this Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed an Event of Default under the Fiscal Agent Agreement, and the sole and exclusive remedy under this Disclosure Certificate in the event of any failure of the Developer to comply with this Disclosure Certificate shall be an action to compel performance. Section 11. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the Developer agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents (each, an “Indemnified Party”), harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the reasonable costs and expenses (including attorneys’ fees) of defending against any claim of liability, but excluding loss, liabilities, costs and expenses due to an Indemnified Party’s negligence or willful misconduct or failure to perform its duties hereunder. The Dissemination Agent shall be paid compensation for its services provided hereunder in accordance with its schedule of fees as amended from time to time, which schedule, as amended, shall be reasonably acceptable, and all reasonable expenses, reasonable legal fees and advances made or incurred by the Dissemination Agent in the performance of its duties