Agenda — Roseville City Council, September 20, 2023 (part 3 of 8)

International Business Machines Corporation
International Business Machines Corporation, 1 North Castle Drive, Armonk, NY 10504
IBM Quotation
Quotation Information
Number: 19629361
Effective Date: 06-Sep-2023
Expiration Date: 30-Sep-2023
Customer Information
Attn: Tyler Adams
City of Roseville
Suite 300
316 Vernon Street
ROSEVILLE CA 95678-2653

UNITED STATES
Sales Representative
IBM Contact: MATT Simmons
Phone Number: 1-720-308-4641
E-mail Address: [email protected]
IBM Site Number: 3117955
IBM Customer Number: 7792879
IBM Agreement Number: 210269
Summary
Current Transaction:

Software 2,835,882.04
Estimated Tax 0.00
Total 2,835,882.04 USD
Current Transaction
Software 2,835,882.04 USD
IBM Maximo Application Suite per AppPoint Subscription License Subscription Part#: D28B4LL
Billing: Annual
Unit Price: 600.63
Subscription Length: 60 Months
Price Change within Subscription: Increase 5.000 % every 12 Months
Renewal Type: Expires at end of Subscription
Line Item Quantity Month Subscription Rate Line Item Price 1 418 1-12 251,064.83 251,064.83
2 418 13-24 263,618.07 263,618.07
3 418 25-36 276,798.98 276,798.98
4 418 37-48 290,638.92 290,638.92
5 418 49-60 305,170.87 305,170.87
Subtotal 1,387,291.67 USD

Page 2 of 5 ends

International Business Machines Corporation
International Business Machines Corporation, 1 North Castle Drive, Armonk, NY 10504
IBM Maximo Application Suite per AppPoint Subscription License Upgrade Subscription Part#: D28B5LL
Billing: Annual
Unit Price: 286.51
Subscription Length: 60 Months
Price Change within Subscription: Increase 5.000 % every 12 Months
Renewal Type: Expires at end of Subscription
Line Item Quantity Month Subscription Rate Line Item Price 6 915 1-12 262,158.35 262,158.35
7 915 13-24 275,266.27 275,266.27
8 915 25-36 289,029.58 289,029.58
9 915 37-48 303,481.06 303,481.06
10 915 49-60 318,655.11 318,655.11
Subtotal 1,448,590.37 USD
Notes
Applicable tax will be recalculated at the time of order processing.

IBM acceptance of the order is subject to credit approval.

Upon placing your order, please supply a Purchase Order or, if not PO driven, a signed Firm Order Letter. The Purchase Order value must cover the applicable charges for a minimum of one year. If the Total Term is less than one year, the Purchase Order value must cover the Total Commit Value.

Page 3 of 5 ends

International Business Machines Corporation
International Business Machines Corporation, 1 North Castle Drive, Armonk, NY 10504

Page 4 of 5 ends

PAYMENT SCHEDULE PAGE
This is an estimate of payments, final determination of billing dependent on order date.

Month Setup Products and Services Subscription Total
1 0.00 513,223.18 513,223.18
13 0.00 538,884.34 538,884.34
25 0.00 565,828.56 565,828.56
37 0.00 594,119.98 594,119.98
49 0.00 623,825.98 623,825.98
Total in USD 0.00 2,835,882.04 2,835,882.04
International Business Machines Corporation
International Business Machines Corporation, 1 North Castle Drive, Armonk, NY 10504 Useful/Important Web resources:

Passport Advantage information, customer secure site access, training, etc.: www.ibm.com/software/passportadvantage IBM's International Program License Agreement and product License Information documents: www.ibm.com/software/sla IBM Software Support Web site: https://www.ibm.com/software/support/handbook.html IBM Customer Number: 7792879
IBM Terms and Conditions
IBM International Passport Advantage Agreement
The quote or order to which this document relates is governed by the terms of your Passport Advantage Agreement and its associated attachment(s).

IBM Attachments for Monthly Licensing & Subscription Licensing The transaction to which this document relates includes either Monthly Licenses or Subscription Licenses, or both. If your Passport Advantage Agreement or the Passport Advantage Express Agreement that applies to this transaction does not already include terms for Monthly Licensing and/or Subscription Licenses, as applicable, the terms of the IBM Attachment for Monthly Licensing and/or the terms of the IBM Attachment for Subscription Licensing, in addition to the terms of your Passport Advantage or the Passport Advantage Express Agreement, govern some or all of the quote or order to which this document relates. The referenced Attachments can be found at the link below:

IBM International Passport Advantage/Passport Advantage Express Attachments for Monthly and Subscription Licensing https://www.ibm.com/software/passportadvantage/termlicenses.html Unless specifically agreed herein or in another signed agreement in writing between you and IBM, the licenses for the Programs and S&S acquired under this Quote / Agreement may not be used to settle or resolve any software license non-compliance by you that occurred prior to the Start Date of this Agreement. Further, unless otherwise agreed to by the parties in writing, the licenses for the Programs and S&S acquired under this Quote / Agreement may not be used as authorization to deploy the Programs prior to the date of your order against this Quote / Agreement. For more information about eligibility and reporting requirements for sub-capacity licensing, please visit https://www.ibm.com/software/passportadvantage/subcaplicensing.html and for more information about eligibility and reporting requirements for container licensing, please visit: https://www.ibm.com/software/passportadvantage/containerlicenses.html.

Data Processing Protection - IBM's Data Processing Addendum (DPA) at http://ibm.com/dpa and the applicable DPA Exhibit of: i) for Subscription & Support Services at https://www.ibm.com/mysupport/s/article/support-privacy; or ii) for Cloud Services, as stated in associated Service Descriptions; applies IBM's processing of personal data on behalf of Client.

If you have any trouble with the link provided, please copy and paste the appropriate URL in your browser's navigation bar.

COUNCIL COMMUNICATION
CC #: 2927
File #: 0206-03-01 & 0409
Title:

Community Facilities District No. 4 (Public Services), Annexation No. 10 (Sierra View Country Club) - Intention to Annex Territory
Contact: Jeannine Thrash 916-774-5473 [email protected] Dennis Kauffman 916-774-5313 [email protected]
Meeting Date: 9/20/2023
Item #: 7.9.

RECOMMENDATION TO COUNCIL
Staff recommends that the City Council adopt a Resolution of Intention to Annex Territory to Community Facilities District (CFD) No. 4 (Public Services) and to Authorize the Levy of Special Taxes Therein, and set Wednesday, November 1, 2023 at 6:00 p.m., in the Roseville Civic Center, Council Chambers at 311 Vernon Street, Roseville, California, as the time and place to conduct a public hearing.

BACKGROUND
On December 16, 2021 the Planning Commission approved the developer's request for a Tentative Subdivision Map to subdivide a 23.1-acre parcel into 75 single family residential lots.

Per the conditions of approval, the subject property shall be annexed into the existing infill CFD No. 4 prior to approval of the Final Parcel Map, for the purpose of covering the costs of the ongoing maintenance obligations. The List of Authorized Services can be found in the attached documents. Parcels within this subdivision will be assigned the maximum tax rate associated within Tax Zone 5 of the Rate and Method of Apportionment, also attached.

FISCAL IMPACT
The annexation of property into infill CFD No. 4 will not impact the City's General Fund. The property owners will pay a special tax, sufficient to pay the maintenance costs of the CFD, to be levied annually on the parcels of real property within the CFD.

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

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

Description
Resolution 23-375
RMA and List ofAuthorized Services
Proposed Bounday Map
RESOLUTION NO. 23-375

A RESOLUTION OF INTENTION TO ANNEX TERRITORY TO COMMUNITY

FACILITIES DISTRICT AND TO AUTHORIZE THE LEVY OF SPECIAL TAXES

THEREIN

CITY OF ROSEVILLE
Community Facilities District No. 4
(Public Services)
Annexation No. 10 (Sierra View Country Club)
RESOLVED by the City Council (the “Council”) of the City of Roseville (the “City”), County of Placer, State of California, that:

WHEREAS, this Council has conducted proceedings to establish Community Facilities District No. 4 (Public Services) (the “CFD”) pursuant to the Mello-Roos Community Facilities Act of 1982, as amended (the "Act"), Chapter 2.5 of Part 1 of Division 2 of Title 5, commencing at Section 53311, of the California Government Code; and
WHEREAS, under the Act, this Council, as the legislative body for the CFD, is empowered with the authority to annex territory to the CFD, and now desires to undertake proceedings to annex territory to the CFD.

NOW, THEREFORE, IT IS HEREBY ORDERED as follows:

1. Findings. This Council hereby finds and determines that public convenience and necessity require that territory be added to the CFD.

2. Territory Described. The name of the existing CFD is “City of Roseville Community Facilities District No. 4 (Public Services).” The territory originally included in the existing CFD is set forth in the map of the CFD heretofore recorded in the Placer County Recorder’s Office on May 3, 2005, in Book 3 at Page 50 of Maps of Assessment and Community Facilities Districts, to which map reference is hereby made, as such map has been supplemented in connection with subsequent annexations.

The territory now proposed to be annexed to the CFD is as shown on the Annexation Map for the captioned Annexation No. 10 (Sierra View Country Club) to the CFD, on file with the Clerk, the boundaries of which territory are hereby preliminarily approved and to which map reference is hereby made for further particulars. The City Clerk is hereby directed to cause to be recorded such Annexation Map, showing the territory to be annexed, in the office of the County Recorder of the County of Placer within 15 days of the date of adoption of this resolution.

3. The Services. The types of public services financed by the CFD and pursuant to the Act consist of those public services (the “Services”) as described in Exhibit A to the Resolution of Formation with respect to the CFD adopted by the Council as Resolution No. 05-

Page 2 ends

227 on May 18, 2005 (the “Resolution of Formation”). It is presently intended that the Services will be provided, without preference or priority, to the existing territory in the CFD and the territory proposed to be annexed to the CFD.

4. Special Tax. Except to the extent that funds are otherwise available to the CFD to pay for the Services, a special tax sufficient to pay the costs thereof is intended to be levied annually within the CFD, and collected in the same manner as ordinary ad valorem property taxes.

The special tax proposed to pay for Services to be supplied within the territory proposed to be annexed will be equal to the special taxes levied to pay for the same Services in the CFD, except that a higher or lower tax may be levied within the territory proposed to be annexed or to be annexed in the future to the extent that the actual cost of providing the Services in that territory is higher or lower than the cost of providing those Services in the CFD.

The proposed rate and method of apportionment of the special tax among the parcels of real property within the CFD, as now in existence and following the annexation proposed herein, in sufficient detail to allow each landowner within the territory proposed to be annexed to the CFD to estimate the maximum amount such owner will have to pay, are described in the Resolution of Formation.

5. Hearing. Wednesday, November 1, 2023 at 6:00 p.m. or as soon as possible thereafter, in the City Council Chambers, 311 Vernon Street, Roseville, California, be, and the same are hereby appointed and fixed as the time and place when and where this Council, as legislative body for the CFD, will conduct a public hearing on the matters described in this Resolution.

6. Notice. The City Clerk is hereby directed to cause notice of said public hearing to be given by publication one time in a newspaper of general circulation in the area of the CFD, including the area to be annexed to the CFD. The publication of said notice shall be completed at least 7 days before the date herein set for said hearing. The City Clerk may also cause a copy of such notice and a copy of this Resolution to be mailed to each landowner within the territory proposed to be annexed, which notice and resolution shall be mailed at least 15 days before the date of said hearing. Such notice shall be substantially in the form specified in Section 53339.4 of the Act, with a summary form specifically authorized.

7. Effective Date. This Resolution shall take effect upon its adoption. * * * * * *

Page 3 ends

I hereby certify that the foregoing resolution was duly and regularly 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 of the City of Roseville

EXHIBIT A

CITY OF ROSEVILLE
COMMUNITY FACILITIES DISTRICT NO. 4
(PUBLIC SERVICES)

RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX
A Special Tax applicable to each Assessor’s Parcel in Community Facilities District No. 4 (Public Services) [herein “CFD No. 4”] shall be levied and collected according to the tax liability determined by the City Council, acting in its capacity as the legislative body of CFD No. 4, through the application of the appropriate Special Tax rate, as described below. All of the property in CFD No. 4, unless exempted by law or by the provisions of Section E below, shall be taxed for the purposes, to the extent, and in the manner herein provided, including property subsequently annexed to CFD No. 4 unless a separate Rate and Method of Apportionment of Special Tax is adopted for the annexation area.

A. DEFINITIONS
The terms hereinafter set forth have the following meanings:
“Acreage” or “Acre” means the land area making up an Assessor’s Parcel as shown on an Assessor’s Parcel Map, or if the land area is not shown on an Assessor’s Parcel Map, the land area shown on the applicable final subdivision map or other parcel map recorded at the County Recorder’s Office.
“Administrative Expenses” means the costs incurred by the City to determine, levy and collect the Special Tax, including salaries of City employees and fees of consultants and the costs of collecting installments of the Special Taxes upon the general tax rolls; preparation of required reports, and any other costs required to administer the CFD as determined by the Finance Director.
“Administrator” means the person or firm designated by the City to administer the Special Taxes according to this Rate and Method of Apportionment of Special Tax. “Annual Tax Escalation Factor” means an annual increase in the Maximum Special Tax following the Base Year in an amount not to exceed four percent (4%). “Assessor’s Parcel” or “Parcel” means a lot or parcel shown in an Assessor’s Parcel Map with an assigned Assessor’s Parcel number.
“Assessor’s Parcel Map” means an official map of the County Assessor designating parcels by Assessor’s Parcel number.
“Authorized Services” means the public services authorized to be funded by CFD No. 4 as set forth in the documents adopted by the City Council when the CFD was formed. “Base Year” means Fiscal Year 2005-06.
“City” means the City of Roseville.
“City Council” means the City Council of the City of Roseville, acting as the legislative body of CFD No. 4.
“County” means the County of Placer.
“Developed Property” means, in any Fiscal Year, all Parcels of Taxable Property for which a use permit or building permit for new construction of a residential or non-residential structure was issued prior to June 30 of the preceding Fiscal Year. “Finance Director” means the Finance Director for the City of Roseville or his or her designee. “Fiscal Year” means the period starting on July 1 and ending on the following June 30. “Land Use Class” means, for a particular Parcel, Non-Residential Property, Multi-Family Property, Single Family Detached Property, or Single Family Attached Property. “Maximum Special Tax” means the maximum Special Tax determined in accordance with Section C below that can be levied on Taxable Property in any Fiscal Year. “Multi-Family Property” means any Parcel of Developed Property for which a building permit or use permit has been issued for construction of a residential structure with Units that are offered for rent to the general public.
“Non-Residential Property” means any Parcel of Developed Property within CFD No. 4 that is not Multi-Family Property, Single Family Detached Residential Property, or Single Family Attached Property.
“Public Property” means any property within the boundaries of CFD No. 4 that is owned by the federal government, State of California, County, City, or other public agency. “Single Family Attached Property” means, in any Fiscal Year, all Parcels in CFD No. 4 for which a building permit was issued for construction of a residential structure consisting of two or more Units that share common walls and are offered as for-sale Units, including such residential structures that meet the statutory definition of a condominium contained in Civil Code Section 1351.
“Single Family Detached Property” means, in any Fiscal Year, all Parcels in CFD No. 4 for which a building permit was issued for construction of a Unit that does not share a common wall with another Unit.
“Special Tax Requirement” means the amount of revenue needed in any Fiscal Year to pay for the following: (i) Authorized services, maintenance expenses, sinking fund payments and capital reserves authorized to be funded by CFD No. 4, (ii) Administrative Expenses, (iii) amounts needed to cure any delinquencies in the payment of Special Taxes which have occurred or (based on delinquency rates in prior years) may be expected to occur in the Fiscal Year in which the tax will be collected.
“Special Tax” means any tax levied pursuant to the Act on property within CFD No. 4. “Taxable Property” means all Assessor’s Parcels within the boundaries of CFD No. 4 which are not exempt from the Special Tax pursuant to law or Section F below. “Taxable Public Property” means, in any Fiscal Year, all Assessor’s Parcels in CFD No. 4 that had, in prior Fiscal Years, been taxed as Developed Property and subsequently came under the ownership of a Public Agency.
“Tax Zone” means one of the twenty-eight (28) mutually exclusive tax zones identified in Attachment 1 of this Rate and Method of Apportionment of Special Tax, as may be updated to include new Parcels added to the CFD as a result of future annexations (which may be noncontiguous with Parcels already in the Tax Zone).
“Unit” means an individual single-family detached unit or an individual residential unit within a duplex, triplex, fourplex, townhome, condominium, or apartment structure. “Undeveloped Property” means all Parcels of Taxable Property within the boundaries of CFD No. 4 that are not Developed Property, as determined by the Administrator.

B. DATA COLLECTION FOR ANNUAL TAX LEVY
Each Fiscal Year, the Administrator shall identify the current Assessor’s Parcel number for all Parcels of Taxable Property within CFD No. 4 and shall determine within which Tax Zone each Assessor’s Parcel is located. Upon each annexation of property into CFD No. 4, the Administrator shall update Attachment 1 to include the new Assessor’s Parcel number(s).

Based on review of building permit records for property within the CFD, each Parcel shall be categorized as either Developed Property or Undeveloped Property for purposes of levying the Special Tax pursuant to Section E below. For Single Family Attached Property or Multi-Family Property, the number of Units shall be determined by referencing the condominium plan, apartment plan, site plan or other development plan for the property.

If a Parcel in the CFD is rezoned prior to such Parcel becoming Developed Property, the City may in its sole discretion, move the Parcel to a different Tax Zone based on the new Land Use Class that can be developed on the Parcel after the rezone. If a Parcel rezones after the Parcel has been taxed as Developed Property in prior Fiscal Years, the City can either continue to apply the Maximum Special Tax to the Parcel that had applied prior to the rezone or, in the City’s sole discretion, allow for the Parcel to be moved to a different Tax Zone based on the Land Use Class that will be allowed after the rezone is approved.

C. MAXIMUM SPECIAL TAX
The following Maximum Special Tax rates apply to all Parcels of Developed Property within CFD No. 4:

MAXIMUM SPECIAL TAX RATES
(FISCAL YEAR 2005-06, REVISED 2006-07) *
Tax Zone
Maximum Special Tax
(Fiscal Year 2005-06) *
1 $ 50 per Unit
2 $ 75 per Unit
3 $ 100 per Unit
4 $ 125 per Unit
5 $ 150 per Unit
6 $ 175 per Unit
7 $ 200 per Unit
8 $ 225 per Unit
9 $ 250 per Unit
10 $ 275 per Unit
11 $ 300 per Unit
12 $ 350 per Unit
13 $ 375 per Unit
14 $ 250 per Acre
15 $ 350 per Acre
16 $ 475 per Acre
17 $ 600 per Acre
18 $ 750 per Acre
19 $ 850 per Acre
20 $ 1,000 per Acre
21 $ 1,050 per Acre
22 $ 1,500 per Acre
23 $ 2,000 per Acre
24 $ 2,500 per Acre
25 $ 3,000 per Acre
26 $ 3,500 per Acre
27 $ 4,000 per Acre
28 $ 4,500 per Acre
29 $ 5,000 per Acre
30 $ 5,500 per Acre
31 $ 6,000 per Acre
* Beginning July 1, 2006 and each July 1 thereafter, all of the Maximum Special Taxes shown in Table 1 above shall be adjusted by applying the Annual Tax Escalation Factor.

D. METHOD OF LEVY AND COLLECTION OF SPECIAL TAX
Each Fiscal Year, the Special Tax shall be levied as follows until the amount of the levy equals the Special Tax Requirement for that Fiscal Year:

First: The Special Tax shall be levied Proportionately on each Parcel of Developed Property up to 100% of the Maximum Special Tax determined for each category of Developed Property within each Tax Zone until the amount levied is equal to the Special Tax Requirement for the Fiscal Year.

Second: If additional revenue is needed after the first step has been completed, the Special Tax shall be levied Proportionately on each Parcel of Taxable Public Property up to 100% of the Maximum Special Tax that had applied to the Parcel prior to the Parcel becoming Public Property until the amount levied is equal to the Special Tax Requirement for the Fiscal Year.

The Special Tax for CFD No. 4 shall be collected at the same time and in the same manner as ordinary ad valorem property taxes provided, however, that the City may (under the authority of Government Code Section 53340) collect Special Taxes at a different time or in a different manner if necessary to meet CFD No. 4 financial obligations and the Special Tax shall be equally subject to foreclosure if delinquent.

E. LIMITATIONS
Notwithstanding any other provision of this Rate and Method of Apportionment of Special Tax, no Special Tax shall be levied on Public Property that is not Taxable Public Property.

F. INTERPRETATION OF SPECIAL TAX FORMULA
The City reserves the right to make minor administrative and technical changes to this document that does not materially affect the rate and method of apportioning the Special Taxes. In addition, the interpretation and application of any section of this document shall be left to the City’s discretion. Interpretations may be made by the City by ordinance or resolution for purposes of clarifying any vagueness or ambiguity in this Rate and Method of Apportionment of Special Tax.

ATTACHMENT 1

MAXIMUM SPECIAL TAX RATES
(FISCAL YEAR 2005-06, REVISED 2006-07) *

IDENTIFICATION OF TAX ZONES
Tax Zone
Maximum Special Tax
(Fiscal Year 2005-06) *
1 2
3 4
5 6
7 8
9 10
11 12
13 14
15 16 017-250-005 (017-117-007,011,014) 71 ac
17 18
19 20
21 22
23 24
25 26
27 28
29 30
31 The property identified by the APNs listed above shall remain part of the identified Tax Zone regardless of changes in the configuration of the Assessor's Parcels or changes to Assessor's Parcel numbers in future Fiscal Years.

ATTACHMENT 2

MAXIMUM SPECIAL TAX RATES

IDENTIFICATION OF TAX ZONES
ANNEXATION NO. 5 (OLD AUBURN RANCH)
Tax Zone
Assessor's Parcels
Included in Tax
Zone*
Proposed
Units
Fiscal Year in
Which APN was
Added to CFD No. 4
1 2
3 4
5 6
7 467-090-002-000 32 2015/16
8 9
10 11
12 13
14 15
16 17
18 19
20 21
22 23
24 25
26 27
28 29
30 31
The property identified by the APNs listed above shall remain part of the identified Tax Zone regardless of changes in the configuration of the Assessor's Parcels or changes to Assessor's Parcel numbers in future Fiscal Years.

ATTACHMENT 3

MAXIMUM SPECIAL TAX RATES

IDENTIFICATION OF TAX ZONES
ANNEXATION NO. 6 (FOOTHILLS AMERICAN DREAM)
Tax Zone
Assessor's Parcels
Included in Tax
Zone*
Proposed
Units
Fiscal Year in
Which APN was
Added to CFD No. 4
1 2
3 4
5 6
7 475-050-019-000 62 2016/2017
8 9
10 11
12 13
14 15
16 17
18 19
20 21
22 23
24 25
26 27
28 29
30 31
The property identified by the APNs listed above shall remain part of the identified Tax Zone regardless of changes in the configuration of the Assessor's Parcels or changes to Assessor's Parcel numbers in future Fiscal Years.

ATTACHMENT 4

MAXIMUM SPECIAL TAX RATES

IDENTIFICATION OF TAX ZONES
ANNEXATION NO. 7 (THE VILLAGES AT KIT CARSON)
Tax Zone
Assessor's Parcels
Included in Tax
Zone*
Proposed
Units
Fiscal Year in
Which APN was
Added to CFD No. 4
1 2
3 4
5 6
7 8
9 10
11 12
13 048-350-015-000;
048-350-016-000;
048-350-018-000;
048-350-021-000;
048-350-022-000 21 2019/20
14 15
16 17
18 19
20 21
22 23
24 25
26 27
28 29
30 31
The property identified by the APNs listed above shall remain part of the identified Tax Zone regardless of changes in the configuration of the Assessor's Parcels or changes to Assessor's Parcel numbers in future Fiscal Years.

ATTACHMENT 5

MAXIMUM SPECIAL TAX RATES

IDENTIFICATION OF TAX ZONES
ANNEXATION NO. 8 (415 EAST STREET SUBDIVISION)
Tax Zone
Assessor's Parcels
Included in Tax
Zone*
Proposed
Units
Fiscal Year in
Which APN was
Added to CFD No. 4
1 2
3 4 013-030-009-000 10 2020/21
5 6
7 8
9 10
11 12
13 14
15 16
17 18
19 20
21 22
23 24
25 26
27 28
29 30
31 The property identified by the APNs listed above shall remain part of the identified Tax Zone regardless of changes in the configuration of the Assessor's Parcels or changes to Assessor's Parcel numbers in future Fiscal Years.

ATTACHMENT 6

MAXIMUM SPECIAL TAX RATES

IDENTIFICATION OF TAX ZONES
ANNEXATION NO. 9 (1028 MAIN STREET SUBDIVISION)
Tax Zone
Assessor's Parcels
Included in Tax
Zone*
Proposed
Units
Fiscal Year in
Which APN was
Added to CFD No. 4
1 2 015-080-030-000 10 2023/24
3 4
5 6
7 8
9 10
11 12
13 14
15 16
17 18
19 20
21 22
23 24
25 26
27 28
29 30
31 The property identified by the APNs listed above shall remain part of the identified Tax Zone regardless of changes in the configuration of the Assessor's Parcels or changes to Assessor's Parcel numbers in future Fiscal Years.

ATTACHMENT 7

MAXIMUM SPECIAL TAX RATES

IDENTIFICATION OF TAX ZONES
ANNEXATION NO. 10 (SIERRA VIEW COUNTRY CLUB)
Tax Zone
Assessor's Parcels
Included in Tax
Zone*
Proposed
Units
Fiscal Year in
Which APN was
Added to CFD No. 4
1 2
3 4
5 015-011-029-000 75 2023/24
6 7
8 9
10 11
12 13
14 15
16 17
18 19
20 21
22 23
24 25
26 27
28 29
30 31
The property identified by the APNs listed above shall remain part of the identified Tax Zone regardless of changes in the configuration of the Assessor's Parcels or changes to Assessor's Parcel numbers in future Fiscal Years.

EXHIBIT B

CITY OF ROSEVILLE
COMMUNTIY FACILITIES DISTRICT NO. 4
(Services District)

LIST OF AUTHORIZED SERVICES
The Maintenance Obligations to be financed, in whole or in part, by this CFO shall consist of the following:

1. Maintenance of the landscape corridors and paseos designed to serve the project areas within the CFO, including but not limited to, soundwalls, trees, bus shelters, autumn leaf cleanup and street sweeping, landscaping, the City and neighborhood entry features and the landscape median;

2. Maintenance of all public pedestrian or bicycle pathways;

3. Maintenance of the Open Space Buffer Areas, Park Preserve areas and any lots that will be conveyed to the City, with such maintenance to include fire breaks and fire safety measures;

4. Maintenance of landscaping, and irrigation, for neighborhood park improvements, maintenance, and repair and replacement;

5. Maintenance of any sound attenuation wall, berm, and related on-site sound attenuation improvements constructed as part of the CFO;

6. Maintenance of storm drainage, stormwater management and drainage system facilities; and

7. Performance and management of any environmental mitigation monitoring, including the annual review thereof.

Other authorized services
include: General City Costs
• City and County costs associated with the setting, levy, and collection of the Special Taxes.

Sinking Funds
The Special Taxes may be collected and set-aside in designated sinking funds to be used by the City to fund miscellaneous costs related to any of the items described above as well as vandalism repair and future repairs to and replacement of landscaping, entry monuments and features, walls and fences, and other improvements the maintenance of which is funded by CFO No. 4.

COUNCIL COMMUNICATION
CC #: 2932
File #: 0800-05
Title: Microsoft Licenses - Change Order Increase
Contact: Christian Barajas 916-774-5431 [email protected] Meeting Date: 9/20/2023
Item #: 7.10.

RECOMMENDATION TO COUNCIL
Staff recommends that the City Council adopt a resolution to approve an increase to the additional licensing true-up costs, not to exceed $100,000 per year for the next two fiscal years, to cover any changes in the City’s Information Technology (IT) environment to support citywide initiatives and unexpected increase in software license costs for maintenance on our servers.

BACKGROUND
In 2020, the City Council approved a Microsoft Enterprise Agreement for software licensing via Softchoice, an authorized Microsoft reseller, for a five (5) year term. At that time, staff also requested authority for the Chief information Officer to approve additional costs, not to exceed $50,000 per year, over the term of the agreement to cover any changes to the City’s IT environment, which will be charged by annual “true-ups” completed with Softchoice. Staff is requesting an increase in this additional authority to $100,000 per year, as software license and maintenance costs have increased since the original agreement was approved.

FISCAL IMPACT
The annual amount of the contract for years 1-3 was $392,689.42 and for future years 4-5 is $412,463.07, for a total agreement cost of $2,002,994.40 over the 5-year term, before taking into account any licensing true-ups and an additional $100,000 per year for license upgrades for the next two fiscal years. Funding for the additional licensing will be provided by the Information Technology Operations Fund, and future renewals of the purchase order will be contingent on Council approval of the budget for each year.

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 expenditure for these support subscription renewals meets the above criteria and is not subject to CEQA. No additional environmental review is required.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Goal F – Invest in well-planned infrastructure and growth Respectfully Submitted,
Christian Barajas, Business Systems Analyst
Hong Sae, Chief Information Officer
_____________________________
Dominick Casey, City Manager
ATTACHMENTS:

Description
Resolution 23-380
RESOLUTION NO. 23-380

APPROVING AN INCREASE IN CHANGE ORDER AUTHORITY
WHEREAS, on October 7, 2020, the City Council approved a purchase order for Microsoft Enterprises licenses, that also included authority for the Chief Information Officer to approve additional “true-up” costs for unexpected changes for the project of up to fifty thousand dollars ($50,000) per year; and
WHEREAS, due to increased software and maintenance costs, staff is requesting an increase in change order authority.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that the Chief Information Officer is authorized to approve change orders for the project, consistent with the contract terms, provided that the net cost of all change orders shall not exceed one hundred thousand dollars ($100,000) per fiscal year (FY) for FY2023-24 and FY2024-25.

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

COUNCIL COMMUNICATION
CC #: 2923
File #: 0900-02
Title:

Compressed Natural Gas Fueling Station Upgrade Phase 1 Project - Notice of Completion
Contact: Jonathan Cummings 916-774-5566 [email protected] Meeting Date: 9/20/2023
Item #: 7.11.

RECOMMENDATION TO COUNCIL
Staff recommends that the City Council adopt a resolution to accept the Compressed Natural Gas Fueling Station Upgrade Phase 1 Project as complete and authorize the Director of Environmental Utilities to execute the Notice of Completion.

BACKGROUND
On May 6, 2020, City Council awarded an Agreement to EFS West, Inc. for the Compressed Natural Gas Fueling Station Upgrade, Phase 1 Project. The location of the project is at 2055 Hilltop Circle, Roseville, CA 95747 and is shown in the Notice of Completion (Attachment A). The City’s Environmental Utilities Department has completed final inspections and found the project work to be complete. The project is now ready for acceptance. No stop payment notices or preliminary notices have been filed with the City Clerk for the project.

FISCAL IMPACT
An agreement for $225,665 was awarded to EFS West, Inc. for the Compressed Natural Gas Fueling Station Upgrade, Phase 1 Project. The total cost to complete the project, including changes orders ($4,569), was $230,234. The project was funded by the Waste Services Rehabilitation 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. The Notice of Completion meets the above criteria and is not subject to CEQA. No additional environmental review is required.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Goal F - Invest in well-planned infrastructure and growth Respectfully Submitted,
Jonathan Cummings, Associate Engineer
Richard Plecker, Environmental Utilities Director
_____________________________
Dominick Casey, City Manager
ATTACHMENTS:

Description
Resolution 23-371
NOC
RESOLUTION NO. 23-371

ACCEPTING THE PUBLIC WORK KNOWN AS THE COMPRESSED NATURAL GAS FUELING STATION UPGRADE PHASE 1 PROJECT, APPROVING THE “NOTICE OF COMPLETION”, AND AUTHORIZING THE ENVIRONMENTAL UTILITIES DIRECTOR

TO EXECUTE SAID NOTICE ON BEHALF OF THE CITY OF ROSEVILLE BE IT RESOLVED by the City Council of the City of Roseville as follows:

1. The “Notice of Completion” on file in the City Clerk’s Department relative to that public work known as the Compressed Natural Gas Fueling Station Upgrade Phase 1 Project, has been approved and the public work accepted.

2. The Environmental Utilities Director is hereby authorized and directed to execute said Notice on behalf of the City of Roseville.

PASSED AND ADOPTED by the Council of the City of Roseville this ____ day of _____________________, 20 , by the following vote on roll call:

AYES COUNCILMEMBERS:

NOES COUNCILMEMBERS:

ABSENT COUNCILMEMBERS:
______________________________
MAYOR
ATTEST:
_________________________________
City Clerk

RECORDING REQUESTED BY AND WHEN
RECORDED MAIL TO:

CITY CLERK

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

NOTICE OF COMPLETION
NOTICE IS HEREBY GIVEN that the public work of improvement known as the Compressed Natural Gas Fueling Station Upgrade, Phase 1 Project was completed and accepted by the City of Roseville on September 20, 2023. The location is situated in the City of Roseville, County of Placer, State of California and is indicated on the attached map, marked as Exhibit “A” and incorporated herein by this reference. The real property herein described is owned by the City of Roseville, 311 Vernon Street, Roseville CA 95678.

The direct/general contractor on said project was EFS West, Inc.

The surety on said project was Ohio Casualty Insurance Company. ___________________________________
ATTEST:
________________________________
_
ĂƌŵĞŶǀĂůŽƐ, City Clerk
_
Richard D. Plecker,
Environmental Utilities Director
City of Roseville
Owner
State of California )
County of Placer )
I, Richard D. Plecker, being first duly sworn, depose and say: I am the Environmental Utilities Director of the City of Roseville, a municipal corporation in the State of California, owner of the property described in the above Notice. I am duly authorized to make this verification for and on behalf of the City of Roseville. I have read the Notice of Completion and know its contents and the facts stated therein are true. ___________________________________
State of California )
County of Placer )
Subscribed and sworn to (or affirmed) before
me on this _____ day of ,
20___,
proved to me on the basis of satisfactory
evidence to be the person(s) who appeared
before me.
____________________________________
Place Notary Seal and/or Stamp Above Signature of Notary Public A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

Richard D. Plecker
Environmental Utilities Director
City of Roseville
Richard D. Plecker
PLACER CO.

SACRAMENTO CO.
)

PROJECT

LOCATION

HILLTOP CI
I80

CIRBY WAY

VERNON ST
FO
O
T

HILLS BLVD

RIVERSIDE AVE

DOUGLAS BLVD

SUNRISE AVE

AUBURN BLVD

ATKINSON ST

SUNRISE BLVD

ANTELOPE NORTH RD

HARDING BLVD

ROSEVILLE RD

ROSEVILLE RD
PFE RD

VINEYARD RD

COOK RIOLO RD

ATKINSON ST

CHURCH ST

OAK RIDGE DR
OAK ST

ME LO DY LN

FOLSOM RD

VERNON ST
¯
City Boundary
Exhibit "A"

COMPRESSED NATURAL GAS FUELING STATION UPGRADE PROJECT
PHASE 1
2055 HILLTOP CI

COUNCIL COMMUNICATION
CC #: 2924
File #: 0900-02
Title:

Compressed Natural Gas Fueling Station Upgrade Phase 2 Project - Notice of Completion
Contact: Jonathan Cummings 916-774-5566 [email protected] Meeting Date: 9/20/2023
Item #: 7.12.

RECOMMENDATION TO COUNCIL
Staff recommends that the City Council adopt a resolution to accept the Compressed Natural Gas Fueling Station Upgrade, Phase 2 Project as complete and authorize the Director of Environmental Utilities to execute the Notice of Completion.

BACKGROUND
On April 21, 2021, City Council awarded an Agreement to EFS West, Inc. for the Compressed Natural Gas Fueling Station Upgrade, Phase 2 Project. The location of the project is at 2055 Hilltop Circle, Roseville, CA 95747 and is shown in the Notice of Completion (Attachment A). The City’s Environmental Utilities Department has completed final inspections and found the project work to be complete. The project is now ready for acceptance. No stop payment notices or preliminary notices have been filed with the City Clerk for the project.

FISCAL IMPACT
An agreement for $665,448 was awarded to EFS West, Inc. for the Compressed Natural Gas Fueling Station Upgrade, Phase 2 Project. The total cost to complete the project, including changes orders ($54,359), was $719,807. The project was funded by the Waste Services Rehabilitation 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. The Notice of Completion meets the above criteria and is not subject to CEQA. No additional environmental review is required.

Description
Resolution 23-372
NOC
RESOLUTION NO. 23-272

ACCEPTING THE PUBLIC WORK KNOWN AS THE COMPRESSED NATURAL GAS FUELING STATION UPGRADE PHASE 2 PROJECT, APPROVING THE “NOTICE OF COMPLETION”, AND AUTHORIZING THE ENVIRONMENTAL UTILITIES DIRECTOR

TO EXECUTE SAID NOTICE ON BEHALF OF THE CITY OF ROSEVILLE BE IT RESOLVED by the City Council of the City of Roseville as follows:

1. The “Notice of Completion” on file in the City Clerk’s Department relative to that public work known as the Compressed Natural Gas Fueling Station Upgrade Phase 2 Project, has been approved and the public work accepted.

2. The Environmental Utilities Director is hereby authorized and directed to execute said Notice on behalf of the City of Roseville.

PASSED AND ADOPTED by the Council of the City of Roseville this ____ day of _____________________, 20 , by the following vote on roll call:

AYES COUNCILMEMBERS:

NOES COUNCILMEMBERS:

ABSENT COUNCILMEMBERS:
______________________________
MAYOR
ATTEST:
_________________________________
City Clerk

RECORDING REQUESTED BY AND WHEN
RECORDED MAIL TO:

CITY CLERK

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

NOTICE OF COMPLETION
NOTICE IS HEREBY GIVEN that the public work of improvement known as the Compressed Natural Gas Fueling Station Upgrade, Phase 2 Project was completed and accepted by the City of Roseville on September 20, 2023. The location is situated in the City of Roseville, County of Placer, State of California and is indicated on the attached map, marked as Exhibit “A” and incorporated herein by this reference. The real property herein described is owned by the City of Roseville, 311 Vernon Street, Roseville CA 95678.

The direct/general contractor on said project was EFS West, Inc.

Richard D. Plecker
Environmental Utilities Director
City of Roseville
Richard D. Plecker
PLACER CO.

SACRAMENTO CO.
)

PROJECT

LOCATION

H LI LTOP CI
I80

CIRBY WAY

VERNON ST
FO
O
T

HILLS BLVD
R
VI ER
S

DI E AVE

DOUGLAS BLVD
SUN
R

SI E AVE
A
UBU
R
N BLV
D

ATKINSON ST
SUN
R

SI E BLV
D
A
N

TELOPE N
O
R
T
H
R
D

HARDING BLVD

ROSEVILLE RD

ROSEVILLE RD
PFE RD

VINEYARD RD
CO

OK R OI LO RD

ATK NI SON ST

CHURCH ST
O

AK R DI GE DR
OAK ST

ME LO DY LN

FOLSOM RD

VERNON ST
¯
City Boundary
Exhibit "A"

COMPRESSED NATURAL GAS FUELING STATION UPGRADE PROJECT
PHASE 2
2055 HILLTOP CI

COUNCIL COMMUNICATION
CC #: 2936
File #: 0900-02-02-2
Title:

Pleasant Grove Wastewater Treatment Plant Energy Recovery Project – Notice of Completion
Contact: Tracie Mueller 916-774-5688 [email protected] Meeting Date: 9/20/2023
Item #: 7.13.

RECOMMENDATION TO COUNCIL
Staff recommends that the City Council accept the Pleasant Grove Wastewater Treatment Plant Energy Recovery Project as complete and adopt a resolution to authorize the Environmental Utilities Director to execute the Notice of Completion.

BACKGROUND
The Energy Recovery Project (Project) added facilities at the Pleasant Grove Wastewater Treatment Plant (PGWWTP) that will beneficially utilize digester gas produced by the new treatment processes constructed as part of the PGWWTP Expansion Project. The Project included installation of microturbines that produce electrical power and heat to offset a portion of the PGWWTP’s power and natural gas demands, a receiving facility for High Strength Waste (pre-processed food waste and fats, oils, and grease), and a system for conditioning and upgrading the digester gas to produce renewable compressed natural gas (rCNG) that is sent to a new fueling station to power the City’s solid waste collection compressed natural gas vehicles.

On November 6, 2019, the City Council approved and awarded a Design-Assist and Construction Agreement to W.M. Lyles Company for the Project in the amount of $23,394,729. In addition, the City Council authorized the Environmental Utilities Director or his designee to approve and pay for contract change orders for the Project that could increase the contract amount by no more than 5% or $1,169,736. On June 16, 2021, the City Council authorized an additional change order budget in the amount of 5% of the original construction contract amount for a total change order budget of $2,334,973.

W.M. Lyles Company received the Notice to Proceed on November 13, 2019. The City’s Environmental Utilities Department completed final inspection of the Project on August 16, 2023, and found the work to be completed in accordance with the Contract Documents. Therefore, the Project is now ready for final acceptance and approval of the Notice of Completion.

FISCAL IMPACT
A Design-Assist Construction Contract was awarded to W.M. Lyles Company in the amount of $23,349,729. City Council also approved an allowance to pay contract change orders of up to 10% of the value of the contract ($2,334,973). There were a total of seven (7) negotiated change orders during construction for a total cost of $1,419,462.26. The final contract value is $24,769,191.26. Funding for this project was provided by the South Placer Wastewater Authority.

ENVIRONMENTAL REVIEW
Implementation of the PGWWTP Energy Recovery Project was previously evaluated in the Pleasant Grove Wastewater Treatment Plant Expansion and Energy Recovery Project Final Initial Study/Mitigated Negative Declaration (IS/MND) (SCH# 2016122040) (certified by the City Council on April 6, 2017), and the Addendum to the IS/MND (SCH# 2016122040) (certified by the City Council on November 7, 2018). No additional CEQA action is required for the approval of this Notice of Completion.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Goal F - Invest in well-planned infrastructure and growth Respectfully Submitted,
Tracie Mueller, Principal Engineer
Richard Plecker, Environmental Utilities Director
_____________________________
Dominick Casey, City Manager
ATTACHMENTS:

Description
Resolution 23-382
Notice of Completion
RESOLUTION NO. 23-382

ACCEPTING THE PUBLIC WORK KNOWN AS THE PLEASANT GROVE

WASTEWATER TREATMENT PLANT ENERGY RECOVERY PROJECT, APPROVING THE “NOTICE OF COMPLETION”, AND AUTHORIZING THE ENVIRONMENTAL

UTILITIES DIRECTOR TO EXECUTE SAID NOTICE

ON BEHALF OF THE CITY OF ROSEVILLE
BE IT RESOLVED by the City Council of the City of Roseville as follows:

1. The “Notice of Completion” on file in the City Clerk’s Department relative to that public work known as the Pleasant Grove Wastewater Treatment Plant Energy Recovery Project, has been approved and the public work accepted.

2. The Environmental Utilities Director is hereby authorized and directed to execute said Notice on behalf of the City of Roseville.

PASSED AND ADOPTED by the Council of the City of Roseville this ____ day of _____________________, 20 , by the following vote on roll call:

AYES COUNCILMEMBERS:

NOES COUNCILMEMBERS:

ABSENT COUNCILMEMBERS:
______________________________
MAYOR
ATTEST:
_________________________________
City Clerk

RECORDING REQUESTED BY AND WHEN
RECORDED MAIL TO:

CITY CLERK

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

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

The direct/general contractor on said project was .

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

___________________________________

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

PROJECT

LOCATIONWESTBROOK BL

BLUE OAKS BL

FIDDYMENT RD

PLEASANT GROV E BL
W
O
O

DCREEK OAKS
BL

VISTA GRANDE BL
FO
O
T

H LI LS BL

ATLANTIC ST

EUREKA RD

DOUGLAS BL

WESTPARK DR

WASHINGTON BL
I80 I80

BASELINE RD
HWY 65

ROSEVII LLE P W

M ARK ET
S
T

INDUSTRIAL AV

VERNON ST VERNON ST

DE LL WEEBB BB BBLL

JU NNCCTTIIOONN BL
S

ANT UCCII BL
NN

HHAAYYDDEENN PW
Exhibit "A"

PLEASANT GROVE WASTEWATER TREATMENT PLANT

EXPANSION PROJECT
5051 WESTPARK DRIVE
¯
City Boundary

COUNCIL COMMUNICATION
CC #: 2946
File #: 0800-02 & 0201-01
Title:

American River Terms for Ecosystem Support and Infrastructure Assistance Needs (ARTESIAN) Project - Agreement and Budget Adjustment
Contact: Sean Bigley 916-774-5513 [email protected] Meeting Date: 9/20/2023
Item #: 7.14.

RECOMMENDATION TO COUNCIL
Staff recommends that the City Council:
(1) Adopt a resolution to authorize the City Manager to execute the American River Terms for Ecosystem Support and Infrastructure Assistance Needs (ARTESIAN) Project Agreement with Regional Water Authority (RWA) to receive up to $8,010,000 of state funding for the City’s Misty Woods and Campus Oaks Aquifer Storage and Recovery (ASR) Wells; and (2) Adopt an ordinance to approve a budget adjustment to add $8,010,000 of revenue to the Aquifer Storage and Recovery Wells 13 Campus Oaks and 19 Misty Wood Project to offset costs to the Water Construction Fund that receives additional revenue from developer connection fees.

BACKGROUND
The State Water Resources Control Board (State Board) has the requirement to periodically update its regulations for how water is put to beneficial use in the Bay-Delta. Voluntary Agreements (VA’s) provide a collaborative alternative to the State Board’s regulatory process (imposing arbitrary unimpaired flow criteria on rivers such as the American River) and provide for a combination of habitat restoration, environmental outflow, a science program, and funding.

As part of the 2019 VA proposal for the American River region, 30 thousand acre-feet (TAF) of groundwater, coming from a combination of existing or new facilities within the Sacramento Region and the Sacramento Regional Water Bank, would be made available in up to 3 of 8 Dry (D) or Critical (C) years. The request from American River groundwater providers in the 2019 VA proposal included a request for a combined amount of $55 million for infrastructure to make this water available.

Late in 2022, the Regional Water Authority (RWA) was approached by the California Natural Resources Agency (CNRA) and the Department of Water Resources (DWR) and asked if $55 million were made available now to American River groundwater providers, if groundwater infrastructure projects could be under contract and completed quickly, with a Funding Agreement allowing reimbursement of expenses incurred starting on June 1, 2023, through final payment plus three years, with work being completed by December 21, 2025, and no funds requested after March 31, 2026. RWA informed the State that there were many projects within the region that would fit the criteria. In response, RWA members prepared a list of potentially eligible projects.

STATE FUNDING AGREEMENT
The State has requested that, in exchange for funding the full $55 million request, the funding recipients would build needed infrastructure and make available 30 TAF of water in three D and C years over an eight-year period.

Operationally, the Bureau of Reclamation would release this same quantity of water in the spring from Folsom Reservoir to the Lower American River, from March through May, and groundwater providers who receive state funding would forego diverting this water by shifting to groundwater supplies in years the water is called for (call years).

The water made available through this effort would be considered environmental outflow and would be allowed to continue to pass to the Delta. The Funding Agreement Between the State of California (Natural Resources Agency and Department of Water Resources) and Regional Water Authority – Voluntary Agreement Early Implementation for the American River (“Funding Agreement”) also specifies that if there are fewer than three D or C years during the eight-year period, that the State may call upon the funding recipients to provide groundwater in one D call year in the three years following.

The Funding Agreement does not assign specific flow obligations to specific funding recipients.

Instead, it recognizes that the groundwater being provided is a regional contribution and is a shared obligation.

RWA member agencies, through an ad hoc committee, have determined the proportional share of outflow commitments for a call year and funding for each agency.

Table 1: Flow and Funding Commitments Based on Regional Diversions Funding Recipient Flow Commitment2
(AF)
State Funding Provided
(Million $)
Carmichael Water District 3,800 6.83
Citrus Heights Water District 1,963 3.53
City of Roseville 4,460 8.01
City of Sacramento 3,932 7.06
Fair Oaks Water District 1,374 2.47
Golden State Water Company 763 1.37
Orangevale Water Company 460 0.83
Sacramento Suburban Water
District
10,488 18.84
Sacramento County Water Agency 2,760 4.96
RWA Administration 1.10
Total 30,000 55.00
The Funding Agreement states, among other things, that funding recipients will provide quarterly reporting on project status and submit invoices to RWA. RWA will then compile and submit this information and will then receive reimbursement from the State. RWA will then distribute the reimbursement funds to the funding recipients. The funds received from the State are anticipated to satisfy the State’s obligations for $55 million from the 2019 VA proposal.

The Funding Agreement was approved by the RWA Board’s Executive Committee on June 30, 2023, and the California Natural Resources Agency and State Department of Water Resources fully executed the Funding Agreement with RWA on July 21, 2023.

PROJECT AGREEMENT
In addition to the Funding Agreement, each participating agency needs to adopt the American River Terms for Ecosystem Support and Infrastructure Assistance Needs (ARTESIAN) Project Agreement with RWA. The ARTESIAN Project Agreement will function similar to a sub-recipient agreement between RWA and the RWA members who will receive state funds.

The ARTESIAN Project Agreement has many similar terms as those in the Funding Agreement, and includes the flow commitments provided for in Table 1 above and the amount of funding to be reimbursed to the funding recipient. The participants will be responsible for coordination commitments such as technical team meetings, flow accounting, and annual collaboration to provide flow recommendations and reviews.

Like other RWA project and program agreements, and as required by the RWA Joint Powers Agreement, the ARTESIAN Project Agreement contains terms to protect non-participating RWA Members and Contracting Agencies from all liability and obligations related to the Project Agreement and the Funding Agreement.

Staff has weighed the temporary dedication of water to the Lower American River in call years, relative to the amount of infrastructure funding that the City would receive and has determined that this constitutes an attractive deal for the City of Roseville and recommends that the City Council approve the ARTESIAN Project Agreement with RWA.

FISCAL IMPACT
The recommended budget adjustment will add $8,010,000 of revenue to the Aquifer Storage and Recovery Wells 13 Campus Oaks and 19 Misty Wood Project to offset costs to the Water Construction Fund that receives additional revenue from developer connection fees.

Costs relative to pumping the required quantity of groundwater to make available 4,460 acre-feet of water in three D and C years over an eight-year period, are already budgeted in the Water Operations Fund which receives revenue from water utility sales.

ENVIRONMENTAL REVIEW
Project level CEQA compliance for the Campus Oaks ASR well project was accomplished with the preparation of the Hewlett Packard Master Plan EIR and subsequent CEQA addendums for the Campus Oaks Master Plan (SCH No.1995112022). Additionally, both proposed well sites were evaluated in the Aquifer Storage and Recovery (ASR) Program Draft and Final EIR certified in 2012 (SCH 2009072018), and the Supplement to the ASR Final EIR (certified December 17, 2020). Because the action is consistent with the projects evaluated in the previously certified and adopted CEQA documents, no new affects would be expected to occur and all applicable mitigation measures from the CEQA documents will be implemented. As such, no additional CEQA action is required at this time.

Additionally, on July 3, 2023, the RWA filed a CEQA Notice of Exemption with Placer County for the State Funding Agreement with the State Department of Water Resources.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Goal D - Enhance economic vitality
Goal E - Deliver exceptional city services
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 23-386
ARTESIANAgreement
Ordinance 6715
Budget Adjustment
Table 1
Notice of Exemption
RESOLUTION NO. 23-386

APPROVING A PROJECT AGREEMENT WITH THE REGIONAL WATER AGENCY, AND

AUTHORIZING THE CITY MANAGER TO EXECUTE IT

ON BEHALF OF THE CITY OF ROSEVILLE
WHEREAS, the State Water Resources Control Board has the requirement to periodically update its regulations for how water is put to beneficial use in the Bay-Delta; and WHEREAS, Voluntary Agreements (VA’s) provide a collaborative alternative to the State Board’s regulatory process (imposing arbitrary unimpaired flow criteria on rivers such as the American River) and provide for a combination of habitat restoration, environmental outflow, a science program, and funding; and
WHEREAS, late in 2022, the Regional Water Authority (RWA) was approached by the California Natural Resources Agency (CNRA) and the Department of Water Resources (DWR) and asked if $55 million were made available now to American River groundwater providers, if groundwater infrastructure projects could be under contract and completed quickly, with a Funding Agreement allowing reimbursement of expenses incurred starting on June 1, 2023, through final payment plus three years, with work being completed by December 21, 2025, and no funds requested after March 31, 2026; and
WHEREAS, the State has requested that, in exchange for funding the full $55 million request, the funding recipients would build needed infrastructure and make available 30 thousand acre-feet of water in three Dry and Critical years over an eight-year period, after the State’s disposition on the VA’s; and
WHEREAS, the Funding Agreement was approved by the RWA Board’s Executive Committee on June 30, 2023, and the California Natural Resources Agency and State Department of Water Resources fully executed the Funding Agreement with RWA on July 21, 2023; and
WHEREAS, in addition to the Funding Agreement, each participating agency needs to adopt the American River Terms for Ecosystem Support and Infrastructure Assistance Needs (ARTESIAN) Project Agreement with RWA; and
WHEREAS, the ARTESIAN Project Agreement will function similar to a sub-recipient agreement between RWA and the RWA members who will receive state funds; and WHEREAS, staff recommends approval of the ARTESIAN Project Agreement with RWA; and
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that the American River Terms for Ecosystem Support and Infrastructure Assistance Needs (ARTESIAN) Project Agreement with RWA is hereby approved and the City Manager is authorized to execute it on behalf of the City of Roseville.

PASSED AND ADOPTED by the Council of the City of Roseville this ___ day of __________________________, 20__, by the following vote on roll call:

AYES COUNCILMEMBERS:

NOES COUNCILMEMBERS:

ABSENT COUNCILMEMBERS:
______________________________
MAYOR
ATTEST:
___________________________
City Clerk
1 REGIONAL WATER AUTHORITY
AMERICAN RIVER TERMS for ECOSYSTEM SUPPORT and INFRASTRUCTURE

ASSISTANCE NEEDS (ARTESIAN)

PROJECT AGREEMENT
This Agreement dated July 25, 2023 is entered into by Regional Water Agency, a California joint powers authority (“RWA”) and the RWA Members and Contracting Entities listed in Exhibit A (collectively “Participants”) who execute this Agreement and agree as follows:

1. Recitals
This Agreement is made with reference to the following background recitals:

1.1. The purpose of this Agreement is to create the American River Terms for Ecosystem Support and Infrastructure Assistance Needs (“ARTESIAN”) Project to govern administration of state funds provided to RWA on behalf of the Participants for early implementation of the American River region’s 2019 Voluntary Agreement proposal.

1.2. RWA is a joint powers authority, formed to serve and represent regional water supply interests and to assist its members in protecting and enhancing the reliability, availability, affordability, and quality of water resources.

1.3. The joint powers agreement pursuant to which RWA was formed and operates (“RWA JPA”), authorizes RWA to enter into a “Project or Program Agreement,” which is defined as an agreement between RWA and two or more of its Members or Contracting Entities to provide for carrying out a project or program that is within the authorized purposes of RWA, and sharing in the cost and benefits by the parties to the Project or Program Agreement.

1.4. Article 21 of the RWA JPA states: “The Regional Authority’s projects are intended to facilitate and coordinate the development, design, construction, rehabilitation, acquisition, or financing of water-related facilities (including sharing in the cost of federal, State or local projects) on behalf of Members and/or Contracting Entities.

The Regional Authority may undertake the development, design, construction, rehabilitation, acquisition or funding of all or any portion of such projects on behalf of Members and/or Contracting Entities in the manner and to the extent authorized by such Members and/or Contracting Entities as provided in this Agreement, but shall not accomplish these functions, nor acquire or own water-related facilities in its own name.”

1.5. Article 22 of the RWA JPA states: “Prior to undertaking a project or program, the Members and/or Contracting Entities who elect to participate in a project or program shall enter into a Project or Program Agreement. Thereafter, all assets, benefits and obligations attributable to the project shall be assets, benefits and obligations of those 2 Members and/or Contracting Entities that have entered into the Project or Program Agreement. Any debts, liabilities, obligations or indebtedness incurred by the Regional Authority in regard to a particular project or program, including startup costs advanced by the Regional Authority, shall be obligations of the participating Members and/or Contracting Entities, and shall not be the debts, liabilities, obligations and indebtedness of those Members and/or Contracting Entities who have not executed the Project or Program Agreement.”

1.6. As further described in this Agreement, RWA and the Participants desire to carry out a project and share in the costs and benefits of a project as provided for in Articles 21 and 22 of the RWA JPA.

1.7. As part of the (unratified and unexecuted) 2019 Voluntary Agreement proposal (“2019 VA Proposal”) for the American River region, American River groundwater providers, including the Participants, proposed to make available 30 thousand acre-feet (“TAF”) of water available through groundwater replenishment in up to 3 of 8 Dry (D) or Critical (C) years1 through a combination of existing or new facilities and the Sacramento Regional Water Bank. This water will be released from upstream storage through Folsom Reservoir by Reclamation or will occur downstream of Folsom Reservoir in the Lower American River as a result of reduced surface water diversions. Groundwater replenishment for flows made to the Lower American River will be completed no later than March 1 of the following calendar year. The 2019 VA Proposal included a request from American River groundwater providers for a combined amount of $55 million for infrastructure to make this water available.

1.8. On June 14, 2023, the RWA Board of Directors approved a form of funding agreement (“Funding Agreement”) between RWA and the California Natural Resources Agency (“CNRA”) and the Department of Water Resources (“DWR”) effective June 1, 2023 under which CNRA and DWR will fund up to $55 million in groundwater infrastructure projects through RWA as funding recipient in exchange for RWA obtaining commitments from the Participants to make available the 30 TAF according to the 2019 VA Proposal.

1.9. On June 30, 2023, the RWA Executive Committee approved the substantively final form of the Funding Agreement and authorized the RWA Executive Director to sign.

1.10. Upon the effective date of the Funding Agreement, the parties desire for this Agreement to govern their respective rights and obligations with respect to administration of state funding under the Funding Agreement. 1 Based on the Sacramento Valley Index as defined under the Revised State Water Resources Control Board’s Decision 1641.
3 2. Definitions
The following defined words and terms shall apply in this Agreement:

2.1. Call Year: A year type identified in this Agreement and the State Agreement in which outflow through groundwater replenishment will be provided and “called for” after assessing conditions through the Operations Review Group. This would occur in three out of eight D or C year types during the Agreement term, beginning in 2025.

If the total of C and D years from and including 2025 and 2032 is fewer than three, then the State may implement another call year in a D year from and including 2033 and 2036.

Specific details of this flow contribution are defined in Exhibit 1A and Exhibit 2, Appendix A.

2.2. Annual Flow Accounting Report (“AFAR”): A document to be produced annually to record the volume of outflow released by Reclamation at Folsom Dam, the flow volumes paid back from the Participants to Reclamation, and report a detailed accounting of which Participants made water available, the total volumes provided, mechanisms used to replenish water, deficits in contributions, over-production of contributions, any mitigation to make up for any Participant’s inability to meet its replenishment obligations, and a discussion of any challenges or lessons learned.

2.3. Master Flow Ledger (“MFL”): A document that will be updated regularly throughout the term of the Agreement to keep an accounting of outflow releases and replenishment. It will serve as a ledger that will summarize the total amount of water provided by each Participant and keep a running tally of total groundwater replenished by the region, provided as an estimate of the amount of water paid back during the current reporting period and the total amount paid back to-date. The MFL will carry forward from year-to-year through the Agreement term. When developing the MFL, Reclamation and the Participants will look at existing resources and sources of information to pull into its development.

2.4. Operations Review Group (“ORG”): The ORG will consist of operations and/or technical staff from Reclamation and each Participant who makes groundwater available for outflow. The ORG will serve as a collective entity to meet, review, confer, and report on water accounting for American River outflow.

2.5. Replenishment: The amount of water made available by Participants to backfill the amount released by Reclamation out of Folsom Reservoir.

2.6. Replenishment Schedule: An informed estimate that provides an explanation and forecast of how and when Participants are anticipating to pay back water releases that Reclamation has made available from Folsom Reservoir.

2.7. Readiness Review: A convening of Participants and other American River water providers with obligations to make outflow available meeting and discussing 4 each agency’s overall readiness to perform and meet their agreed-upon obligations for the upcoming year. The Readiness Review will include the preparation of the Replenishment Schedule.

2.8. Any other term not expressly defined in this Agreement shall have the meaning provided in the Funding Agreement.

3. Term. This Agreement will remain in effect for as long as any obligations under this Agreement remain outstanding.

4. Project Description

4.1. The project that RWA and the Participants create through this Agreement involves using state funds granted to RWA for Participants to design and construct a suite of proposed groundwater infrastructure projects which will make additional water supply capacity available for agencies that provide groundwater. These projects are identified in Exhibit 1 of this Project Agreement. This also includes making outflow available through 30 thousand acre-feet (“TAF”) of groundwater substitution in up to three D or C years, and related reporting and coordination requirements, a schedule for which is provided as Exhibit 4, all as further described in this Agreement.

4.2. Eligible Participants in this Project are those RWA Members or Contracting Entities who have a project listed on Exhibit 1.

4.3. This Agreement will become effective upon the execution of this Agreement by RWA and at least one of the named Participants on Exhibit 1.

5. RWA Responsibilities

5.1. RWA shall administer the Funding Agreement and this Agreement for the benefit of the Participants, including:
• Coordinating and administering all aspects of this Agreement; • Coordinating invoicing, reimbursement, and communication to DWR for projects funded under the Funding Agreement; and,
• Preparing and submitting reports required by the Funding Agreement.

5.2. RWA agrees to subgrant a portion of those funds granted to RWA under the Funding Agreement to each Participant for reimbursement of Eligible Project Costs, as that term is defined in the Funding Agreement, up to the project amounts identified in Exhibit 1A and Exhibit 1B. RWA shall not be responsible for payment of any amounts in excess of the project amounts identified in Exhibit 1A and 1B without written modification of this Agreement. Participants shall invoice RWA for eligible project-related costs, in arrears.
5 5.3. Each Participant shall reimburse RWA for any erroneous or disallowed disbursement of state funds. Reimbursement shall occur within 30 days of written demand by RWA.

5.4. RWA shall not be obligated to disburse any remaining unpaid portion of state funds unless and until sufficient funds identified for allocation to a Participant are released by the state to RWA for expenditure under the Funding Agreement. RWA shall expeditiously seek the release of state funds held by the state for projects funded by this Agreement.

6. Participant Responsibilities

6.1. Participants, acting as Local Project Sponsors under the Funding Agreement, shall have sole responsibility for design, construction, management, oversight, compliance, operations, maintenance and legal compliance for the projects funded by this Agreement. As a condition of receiving state funds under this Agreement, Participants agree to complete their funded projects and assume all project costs not reimbursed with state funds through this Agreement.

6.2. Except for the RWA responsibilities in section 5, the Participants shall also assume and perform all of RWA’s obligations under the Funding Agreement with respect to their projects funded under this Agreement. The responsibilities assumed by each Participant are those provided in the Funding Agreement attached Exhibit 2 and Exhibit 2, Appendix A of this Agreement.

6.3. Participants shall meet all reporting requirements in a timely manner, as well as providing an obligated portion of groundwater contributions to outflow as specified in Exhibit 1A. This includes participating in a regional total of 30 TAF available from groundwater replenishment in up to three D or C years out of eight years of the Agreement, and for an additional four years if three D or C years do not occur in the initial eight-year period, all in compliance with the specific terms of the Flow Contribution set forth in the Funding Agreement.

6.4. Participants agree not to take any action that will cause RWA or any other Participant to breach the Funding Agreement. RWA will have no obligation to prepare and submit invoices or take any other actions on behalf of, or liability for failing to take any action in regard to obtaining reimbursement for, any Participant that breaches one or more of its responsibilities provided in this Agreement hereof and that fails to cure such breach promptly after receipt of notice from RWA of the breach and requirements for curing the breach.

6.5. To ensure an external evaluation of water made available in support of the VA nets the 30 TAF of groundwater, participants agree that commensurate reductions of groundwater extractions at a level equal to or greater than water 6 commitments, or other beneficial actions such as direct groundwater recharge, during nonDry or Critical years is vital.

6.6. Flow Contribution.

6.6.1. Each Participant agrees that, as part of a regional arrangement with Reclamation, it will make available the agreed-upon quantity of outflow in up to three out of eight D or C years, provided in Exhibit 1A.

6.6.2. Assuming Reclamation provides outflow from Folsom Dam as early as March 1 of a call year, Participants will begin to replenish releases made by Reclamation as early as March 1 by reducing surface water diversions and providing groundwater substitution. The timing to achieve this complete replenishment from groundwater will rely on the rate of demand for water within the region, but shall not go beyond March 1 of the following calendar year.

6.6.3. Each Participant represents and warrants that it has and will maintain for the term of this Agreement sufficient water rights or rights to contract water to meet its outflow obligation under this Agreement. This representation and warranty shall be made effective as of the date the Participant first incurs costs for a funded project that may be reimbursable under this Agreement. Each Participant further represents and warrants that it will take actions to the satisfaction of RWA and the other Participants to ensure that the agreed quantity of water is made available for outflow from Folsom Reservoir.

7. Project Coordination and Prioritization

7.1. Project Committee. The Participants may form a Project Committee consisting of one representative (and one or more alternates) designated by each Participant. The Project Committee may meet as necessary from time to time to administer and implement this Agreement on behalf of the Participants. The Project Committee may also use other forms of communication if appropriate, such as e-mail, in order to make decisions or reach intended outcomes.

7.1.1. The Project Committee may meet when needed to assess project status and review any related information. No later than December 31, 2023, if a project is determined by the Project Committee to be unforeseeably infeasible or impracticable, then the Project Committee may meet and confer with the project-specific Participant(s) with the affected project and provide recommendations to RWA on an alternative project that will still achieve the intended objectives of the Funding Agreement.

The Project Committee may consider Priority 2 Projects (Exhibit 1B and Exhibit 2, Appendix A – Exhibit A) and any other relevant information provided by the Participant(s).)
7 7.2. Collaboration Schedule. In order for there to be coordination among the Participants and ensure efficient, effective, and collaborative engagement of the implementation of outflow replenishment associated with this Agreement, a schedule has been developed as guidance for making recommendations and ultimate decisions. This schedule is provided as Exhibit 4.

7.3. Commitment to Participate in a Readiness Review

7.3.1. In early February of each year during the term of the Agreement, a group comprised of one member from each of the Participants and other American River water providers, as necessary, with obligations to make outflow available will convene and discuss each agency’s overall readiness to perform and meet their agreedupon obligations (Readiness Review). From this conversation, parties will understand their commitments and will prepare to meet their current year’s obligations.

7.3.2. As part of the Readiness Review, Participants will provide a Replenishment Schedule by March 15 of each call year. The Replenishment Schedule will provide an explanation and forecast of how and when Participants are anticipating to pay back water releases that Reclamation has made from Folsom Reservoir. The Replenishment Schedule will also include whether replenishment would pass through Folsom Reservoir. If a Participant is making replenishment available at or above Folsom Reservoir, then Reclamation would physically see this water showing up in the lake and it would reflect in the overall accounting of Folsom storage. Passing through Folsom Reservoir is important as Reclamation will need to account for replenishment of flows downstream. Since downstream pay back of released outflow to the Lower American River is anticipated to come from groundwater providers via a reduction in surface diversions and increased groundwater production (i.e., groundwater replenishment), Reclamation will need to use the Participant’s predicted and real-time estimates of replenishment to keep an accounting. A designated RWA representative will compile feedback from each Participant to create the Replenishment Schedule and to submit it to Reclamation.

7.4. Commitment to Participate in the Operations Review Group (ORG)

7.4.1. A determination on whether releases will be made on an annual basis will be recommended by the ORG. By mid-February of each year of the Agreement term, the ORG will walk through various potential scenarios for the forthcoming water year, which includes the review of current information and forecasts, and discussion of potential risks that could cause changes to planned flow releases or replenishment.

7.4.2. If it appears to be a C or D year type, the ORG will discuss whether there should be environmental outflow, provided through groundwater substitution, in that year. Depending on current conditions, whether calls of a certain year type were made in prior years, whether future potential call years may have more favorable 8 conditions for flow releases, uncertainty related to initial Central Valley Project allocations, or other varying factors, the ORG may make a recommendation to Participants to make outflow releases that year or to hold off on providing outflow until a potential future year.

7.4.3. If the ORG determines that it will be a year that outflow will be provided (a “call year”), then it will also recommend a flow release schedule and assess biological conditions in the Lower American River to determine optimum timing and volumes of releases.

7.5. Flow Accounting

7.5.1. Starting as early as the week of March 1 or when Reclamation begins releasing outflow from Folsom Reservoir, the Master Flow Ledger (MFL) will begin keeping track of releases at Folsom Reservoir and of the following replenishment by Participants. The MFL will provide a running tally of outflow and replenishment, provided as an estimate of the amount of water paid back to Folsom storage during the current reporting period and the total amount paid back to-date within the year. The ledger will be placed in a readily and publicly accessible and version-controlled location. The ledger will be updated weekly throughout the year until committed replenishment volumes are fulfilled. Each Participant will provide weekly updates to the MFL during the course of their replenishment period.

7.5.2. In January following a call year, the ORG shall convene to review the accounting from Reclamation and the Participants and “true up” real-time flow numbers with actual volumes accounted for after outflows are fully replenished in Folsom Reservoir and through MFL accounting. These verified numbers will then be placed into an annual report summarizing findings, the Annual Flow Accounting Report (AFAR).

7.5.3. By February 1 of the year following a call year, the ORG will prepare and complete the AFAR. The AFAR will be made available after water is substantially replenished from all intended sources. This document will verify the flow volumes paid back and report a detailed accounting of which Participants made water available, the total volumes provided, mechanisms used to replenish water, deficits in contributions, over-production of contributions, any mitigation to make up for any Participant’s inability to meet its replenishment obligations, and a discussion of any challenges or lessons learned.

7.5.4. The MFL will be ongoing across all years of the term of the Agreement and is intended to carry forward into future years. This will allow Participants to have the ability to compare relative contributions across years, enable potential payback between Participants, and create multi-annual reports and assessments, as needed.

7.6. Role of RWA. The Executive Director of RWA will: (a) ensure that the interests of Members and Contracting Entities of RWA who do not participate in this Project are not adversely affected in performing this Agreement, (b) provide information to 9 the Participants on the status of implementation of the Project, (c) assist the Project Committee in carrying out its activities under this Agreement, and (d) administer implementation of the grant on behalf of RWA and the Participants consistent with the determinations of the Project Committee and the provisions of this Agreement.

7.7. RWA Project Management Expenses. RWA has developed an estimate of administrative expenses in coordinating aspects of the Funding Agreement, which is provided in Exhibit 3. RWA will submit invoices for reimbursement to DWR along with other project expenses from Participants. RWA will submit a quarterly statement to the Participants for the Project Management Expenses, which shall include a brief description of the work performed, the dates of work, number of hours worked, and staff positions in accordance with Exhibit 3. If RWA does not expend the estimated amount, the remaining funds will be utilized for Participant’s projects.

8. Breach; Termination; Withdrawal

8.1. Termination by Default. Any Participant’s failure to perform any obligation under this Agreement is a material breach of the Agreement. In the event of a material breach, the non-defaulting Participants or RWA may provide the defaulting Party with written notice of the breach and specify a reasonable opportunity to cure. If the defaulting Participant fails to cure a material breach after such notice and a reasonable opportunity to cure, the non-defaulting Participants and RWA may terminate a Participant’s participation in this Agreement upon 30 days written notice to the defaulting Participant identifying the reason for termination.

8.2. Termination by Mutual Agreement. This Agreement also may be terminated by mutual written agreement of the parties.

8.3. Termination for Lack of Funding. The primary source of funding for this Project is the State of California under the Funding Agreement. If state funding is reduced, deleted, or delayed by the budget process or other budget control actions, RWA shall provide written notice to the Participants either suspending or canceling the Agreement.

8.4. Withdrawal of a Participant. A Participant may withdraw from this Agreement at any time, effective upon sixty days’ notice to RWA and the other Participants.

8.5. Effect of Termination or Withdrawal.

8.5.1. A Participant whose participation in this Agreement has been terminated by default, withdrawal, or any other reason, and who have already submitted invoices and accepted state funds from RWA under the Funding Agreement, shall provide immediate reimbursement of all funds received.
10 8.5.2. A Participant whose participation in this Agreement has been terminated by withdrawal and who has not received any state funds from RWA under the Funding Agreement may withdraw without cost and shall be relieved of all future liability under this Agreement upon the effective date of the Participant’s withdrawal.

9. Project Liability and Indemnity

9.1. In accordance with the provisions of Articles 21 and 22 of the RWA JPA, any debts, liabilities, obligations or indebtedness incurred by RWA in regard to the Project will be the obligations of the Participants, and will not be the debts, liabilities, obligations and indebtedness of those RWA Members and/or Contracting Entities who have not executed this Agreement.

9.2. Participants acknowledge that RWA entered into the Funding Agreement at their request and for their benefit. Each Participant agrees to indemnify, defend, protect, and hold harmless RWA and its officers, employees, agents, Members, and Contracting Entities from and against any claims, liability, losses, damages and expenses (including attorney, expert witness, and litigation costs), including, but not limited to, any matter tendered to RWA for indemnification or defense under the Funding Agreement that arise out of, pertain to, or are related to this Agreement or the Funding Agreement. This indemnity provision will not apply to any claim or matter arising from the sole negligence or willful misconduct of RWA. Obligations under this indemnification provision are joint and several and shall survive the termination of this Agreement.

9.3. Each Participant agrees to indemnify, defend, protect, and hold harmless RWA and its officers, employees, agents, Members, and Contracting Entities, and each other Participant and their officers, employees, and agents, from and against any claims, liability, losses, damages and expenses (including attorney, expert witness, and litigation costs) that arise out of, pertain to, or are related to the facilities funded through this Agreement or the flow contribution obligations provided for in this Agreement. This indemnity provision will not apply to any claim or matter arising from the sole negligence or willful misconduct of RWA.

10. General Provisions

10.1. Recitals. The Recitals in Section 1 are incorporated into and shall constitute a part of this Settlement Agreement.

10.2. Amendments. This Agreement may be amended from time to time with the approval of all of the Participants and RWA.

10.3. Authority. Each person signing this Agreement on behalf of a party represents and warrants that he or she has the authority and capacity to make the promises set forth in this Agreement.
11 10.4. Compliance with Laws. Each party shall comply with all applicable federal, state, and local laws, statutes, and regulations.

10.5. Cooperation. Each party to this Agreement agrees to do all things that may be necessary, including, without limitation, the preparation and execution of documents which may be required hereunder, in order to implement and effectuate this Agreement.

10.6. Notice. Any notice to be given under this Agreement may be made by:
(a) depositing in any United States Post Office, postage prepaid, and shall be deemed received at the expiration of 72 hours after its deposit; (b) transmission by electronic mail; or (c) personal delivery.

10.7. Counterparts. This Agreement may be executed by the parties in counterpart, each of which when executed and delivered shall be an original and all of which together will constitute one and the same document.

10.8. Governing Law. Except as otherwise required by law, the Agreement shall be interpreted, governed by, and construed under the laws of the State of California. [Signatures on Following Pages]
12 [Participant Signature Blocks on Separate Pages – each Participant to provide their standard signature blocks]
CITY OF ROSEVILLE, a
municipal corporation

BY: _______________________________
BY: _______________________________

DOMINICK CASEY
City Manager

ATTEST:

________________________________

CARMEN AVALOS
City Clerk
APPROVED AS TO FORM:

BY: _______________________________

MICHELLE SHEIDENBERGER
City Attorney
APPROVED AS TO SUBSTANCE:

BY: _______________________________
RICHARD D. PLECKER, P.E.

Environmental Utilities Director
13 EXHIBIT 1A

PROJECT PARTICIPANT FUNDING AWARD AND FLOW CONTRIBUTION Funding Recipient Flow Commitment2
(AF)
State Funding
Provided
(Million $)
Carmichael Water District 3,800 6.83
Citrus Heights Water District 1,963 3.53
City of Roseville 4,460 8.01
City of Sacramento 3,932 7.06
Fair Oaks Water District 1,374 2.47
Golden State Water Company 763 1.37
Orangevale Water Company 460 0.83
Sacramento Suburban Water
District
10,488 18.84
Sacramento County Water Agency 2,760 4.96
RWA Administration 1.10
Total 30,000 55.00
2 The total commitment provided here assumes streamflow depletion factor is included. 14 EXHIBIT 1B

PROJECTS TO BE FUNDED
Projects here are divided into two categories: Priority 1 Projects and Priority 2 Projects.

Priority 1 Projects are projects that as the date of execution of the Funding Agreement that Participants intend to complete and for which they plan to seek reimbursement through the Funding Agreement. Priority 2 Projects are projects that are provided for in the Funding Agreement in the event that one or more Priority 1 Projects become unforeseeably infeasible or impracticable. RWA and Participants will work together as identified in ARTESIAN article 7.1.1 to identify another acceptable project. In the event a Priority 1 Project is determined to be infeasible or impracticable, RWA and the Participant will recommend an alternative Priority 2 project to DWR, and all entities shall mutually agree on a Priority 2 Project to replace the Priority 1 Project.

Priority 1 Projects
Agency Project Name
City of Roseville ASR Well - Mistywood
ASR Well - Campus Oaks
Sacramento County Water Agency Elk Grove Automall Well
Poppy Ridge Storage Tank
Sacramento Suburban Water District
Well 84 Antelope/Don Julio (ASR-equipped)
Wells 81, 82, and 83 Antelope North/Poker
Carmichael Water District Construct two ASR wells (Ladera and Winding Way)
City of Sacramento Groundwater Wells - Capacity Enhancements Well 168
Golden State Water Company
Upgrade existing connection between GSWC with
SCWA in the Cordova System (Mercantile and
Foyer)
Citrus Heights Water District ASR Well Equipping
Fair Oaks Water District Northridge Replacement Well
Orange Vale Water Company Well 4 or Well 5
15 Priority 2 Projects
Agency Project Name
City of Roseville ASR Well - Pleasant Grove
ASR Well - Marlin Drive
Sacramento Suburban Water District Well N35 Antelope North (Granular activated carbon treatment for PCE)
Carmichael Water District
Replace Garfield-San Juan-Lincoln transmission
lines between two wells (includes intertie with
CHWD)
Backup power at existing well sites
Intertie and pump station with SSWD
City of Sacramento
Florin Booster Pump Station
Well 170
Well 171
Well 172
Groundwater Treatment at Wells (133,134,164,
166)
Water Quality Sampling
GW Power Reliability Project
Fair Oaks Water District
Fair Oaks Water District Regional Distribution
Facility
Carmichael Water District Interconnection
Pipeline & Booster Facility
Phoenix Park Well Project
Orange Vale Water Company Well No. 4 or 5
Well No.3 Storage Tank Booster Pump Station
16 EXHIBIT 2

PARTICIPANT/LOCAL PROJECT SPONSOR OBLIGATIONS UNDER CNRA AND

DWR VOLUNTARY AGREEMENT EARLY INFRASTRUCTURE FUNDING
Each Participant listed in Exhibit 1A and 1B, acting as a Local Project Sponsor, agrees that it will fully and timely perform all Local Project Sponsor obligations. Under Article 4 of the Funding Agreement, each Local Project Sponsor is to assume RWA’s obligations for the purposes of individual project management, oversight, compliance, and operations and maintenance, and to act on behalf of RWA in the fulfillment of RWA’s responsibilities under the Funding Agreement. For each Participant and its project or projects, these Funding Agreement obligations include, but are not limited to:
• Flow Contribution (Paragraph 1 and Exhibit A);
• Project CEQA compliance (Paragraph 5.C);
• Continuing Eligibility (Paragraph 12);
• DWR’s Facilitating Improvements to Systemwide Habitat Program Guidelines Funding Requirements (Paragraph 12.F);
• Operation and Maintenance (Paragraph 14);
• Standard Conditions (Exhibit D); and,
• State Audit Document Requirements and Funding Match Guidelines for Funding Recipients (Exhibit H).

To the extent any Funding Agreement obligation assumed by a Participant requires coordination, communication, or submission of information to DWR, Participant shall coordinate its activities with RWA.

The Funding Agreement is attached as Appendix A to this Exhibit 2 and made a part hereof. The attached current draft agreement will be replaced as necessary with any amended drafts and, when executed, with the final document. RWA will provide each Participant with a copy of the operative Funding Agreement and any amendments to it.

Any new or amended terms and conditions in subsequent versions of the Funding Agreement will govern over the similar terms and conditions stated in this Exhibit 2 Appendix A. Each Participant will include all applicable provisions in this Exhibit 2, Appendix A as contract terms, conditions or specifications in any consulting, construction or other contract let to a contractor or subcontractor to carry out any portion of a project funded under the Grant Agreement.
17 EXHIBIT 2, APPENDIX A

FUNDING AGREEMENT BETWEEN THE STATE OF CALIFORNIA
(DEPARTMENT OF WATER RESOURCES) AND REGIONAL WATER AUTHORITY

VOLUNTARY AGREEMENT EARLY IMPLEMENTATION FOR THE

AMERICAN RIVER

18 Project Management Tasks Staff Hrs Rate Total Assumptions Hrs Rate Total Assumptions Hrs Rate Total AssumptionsFinalize Grant Agreement with DWR Mgr of Strategic Services 48 160.48 7,703 $ 168.50 - $ 176.93 - $ (includes update of scope, schedule, budget) Finance Manager 24 118.96 2,855 $ 124.91 - $ 131.15 - $ Senior Project Manager 0 120.68 - $ 126.71 - $ 133.05 - $ Project Research Asst. 8 72.88 583 $ 76.52 - $ 80.35 - $ Grant Agreement Support to Grant Recipients Mgr of Strategic Services 120 160.48 19,258 $ 10 hr/month 120 168.50 20,220 $ 10 hr/month 96 176.93 16,985 $ 8 hr/month(includes modification requests) Finance Manager 240 118.96 28,550 $ 20 hr/month 240 124.91 29,978 $ 20 hr/month 120 131.15 15,738 $ 10 hr/month Senior Project Manager 60 120.68 7,241 $ 5 hr/month 60 126.71 7,603 $ 5 hr/month 60 133.05 7,983 $ 5 hr/monthProject Research Asst. 24 72.88 1,749 $ 2 hr/month 24 76.52 1,837 $ 2 hr/month 24 80.35 1,928 $ 2 hr/month Conduct and Document Grant Recipient Meetings Mgr of Strategic Services 8 160.48 1,284 $ 2 hr/mtg 8 168.50 1,348 $ 2 hr/mtg 8 176.93 1,415 $ 2 hr/mtg (up to 4 meetings) Finance Manager 96 118.96 11,420 $ 8 hr/mtg 96 124.91 11,991 $ 8 hr/mtg 96 131.15 12,591 $ 8 hr/mtg Senior Project Manager 16 120.68 1,931 $ 4 hr/mtg 16 126.71 2,027 $ 4 hr/mtg 16 133.05 2,129 $ 4 hr/mtgProject Research Asst. 16 72.88 1,166 $ 4 hr/mtg 16 76.52 1,224 $ 4 hr/mtg 16 80.35 1,286 $ 4 hr/mtg Compile and Submit Requirements for Disbursement for Projects Mgr of Strategic Services 4 160.48 642 $ 4 168.50 674 $ 4 176.93 708 $ (includes Performance Monitoring Plan) Finance Manager 198 118.96 23,554 $ 6 hr/project 198 124.91 24,732 $ 6 hr/project 198 131.15 25,968 $ 6 hr/project Senior Project Manager 99 120.68 11,947 $ 3 hr/project 99 126.71 12,545 $ 3 hr/project 99 133.05 13,172 $ 3 hr/project Project Research Asst. 33 72.88 2,405 $ 1 hr/project 33 76.52 2,525 $ 1 hr/project 33 80.35 2,652 $ 1 hr/project Prepare Invoices for Grant Reimbursement to DWR Mgr of Strategic Services 4 160.48 642 $ 1 hr/invoice 4 168.50 674 $ 1 hr/invoice 4 176.93 708 $ 1 hr/invoice(up to 20 total) (4 per year) Finance Manager 48 118.96 5,710 $ 12 hr/invoice 96 124.91 11,991 $ 12 hr/invoice 96 131.15 12,591 $ 12 hr/invoice Senior Project Manager 120.68 - $ 120.68 - $ 120.68 - $ Project Research Asst. 72.88 - $ 65.20 - $ 65.20 - $ Prepare Quarter Reports to DWR (up to 14) Mgr of Strategic Services 16 160.48 2,568 $ 4 hr/report 16 168.50 2,696 $ 4 hr/report 16 176.93 2,831 $ 4 hr/report Finance Manager 96 118.96 11,420 $ 24 hr/report 96 124.91 11,991 $ 24 hr/report 96 131.15 12,591 $ 24 hr/reportSenior Project Manager 8 120.68 965 $ 2 hr/report 8 120.68 965 $ 2 hr/report 8 120.68 965 $ 2 hr/reportProject Research Asst. 72.88 - $ 100 65.20 6,520 $ 100 65.20 6,520 $ Prepare Project Completion Reports Mgr of Strategic Services 160.48 - $ 1 hr/project 168.50 - $ 1 hr/project 33 176.93 5,839 $ 1 hr/project (33 projects) Finance Manager 118.96 - $ 4 hr/project 124.91 - $ 4 hr/project 132 131.15 17,312 $ 4 hr/project Senior Project Manager 120.68 - $ 1 hr/project 126.71 - $ 1 hr/project 33 133.05 4,391 $ 1 hr/projectProject Research Asst. 72.88 - $ 76.52 - $ 40 80.35 3,214 $ Prepare Grant Completion Report Mgr of Strategic Services 160.48 - $ 168.50 - $ 40 176.93 7,077 $ Finance Manager 118.96 - $ 124.91 - $ 240 131.15 31,477 $ Senior Project Manager 120.68 - $ 126.71 - $ 16 133.05 2,129 $ Project Research Asst. 72.88 - $ 76.52 - $ 8 80.35 643 $ Coordination Meetings with DWR (up to 6 meetings) Mgr of Strategic Services 12 166.58 1,999 $ 2 hr.mtg 12 174.91 2,099 $ 2 hr.mtg 12 183.65 2,204 $ 2 hr.mtg Finance Manager 24 4 hr.mtg 24 4 hr.mtg 24 4 hr.mtgSenior Project Manager 12 120.68 1,448 $ 2 hr.mtg 12 126.71 1,521 $ 2 hr.mtg 12 133.05 1,597 $ 2 hr.mtgProject Research Asst. 72.88 - $ 76.52 - $ 80.35 - $ Legal Support - Agreement Review and Amendments 10,000 $ 5,000 $ 5,000 $ Consultant Support for Grant Administration Consultant 100,000 $ (annual estimate) 130,000 $ (annual estimate) 150,000 $ (annual estimate) Total Costs
Total RWA Project Management 1214 257,041 $ 1282 290,162 $ 1680 369,642 $ 916,845 $ Contingency 20% 183,369 $
Total 1,100,214 $
FY 2023/2024 FY 2024/2025 FY 2025/2026
EXHIBIT 3
RWA COST ESTIMATE – PROJECT ADMINISTRATION
Project administration by RWA shall not exceed $1,100,000 of the Funding Agreement award, which is approximately 2% of the total funded amount. The table below outlines the estimate of administrative costs. 19 EXHIBIT 4
ORDINANCE NO. 6715

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 American River Terms for Ecosystem Support and Infrastructure Assistance Needs (ARTESIAN) project.

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

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

PASSED AND ADOPTED by the Council of the City of Roseville, this ______________ day of _________________, 2023, by the following vote on roll call:

AYES COUNCILMEMBERS:

NOES COUNCILMEMBERS:

ABSENT COUNCILMEMBERS:
_______________________________
MAYOR
ATTEST:
__________________________
City Clerk
8/18/20238:39 AM
1 REQUEST FOR BUDGET ADJUSTMENT
REQUESTER NAME & TITLE: Sean Bigley / Assistant Environmental Utilities Director FISCAL YEAR: 2023-24 PREPARER NAME & TITLE: Archana Wagley, Senior EU Business Analyst COUNCIL DATE (if applicable): 9/20/2023 DEPARTMENT/DIVISION: EU/Water ORDINANCE:

EXPENDITURES/EXPENSES/TRANSFERS OUT
BUDGET ($)
Fund Account Center Project Adjustment
-

REVENUES/TRANSFERS IN
BUDGET ($)
Fund Account Center Project Adjustment
6120 4410 84001 500315 8,010,000
8,010,000
(8,010,000)

FUND BALANCE
BUDGET ($)
Fund Account Center Project Adjustment
6120 8,010,000
8,010,000
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
TOTAL

ACCOUNT STRING

DESCRIPTION
Increase available resources in Water Construction Fund

NET ADJUSTMENT

ACCOUNT STRING

DESCRIPTION
REQUIRED APPROVALS:

BUDGET DEPARTMENT USE ONLY:

The American River Terms for Ecosystem Support and Infrastructure Assistance Needs (ARTESIAN) Project Agreement with the Regional Water Authority (RWA) allows the City to get reimbursed for up to $8.01 million of State funding for the construction and related costs (starting July 21, 2023) for the City’s Misty Woods and Campus Oaks aquifer storage and recovery (ASR) wells, which are in the early phases of construction. This budget adjustment will add an $8,010,000 state grant reimbursement line to Project 500315 (Aquifer Storage and Recovery Wells 13 Campus Oaks and 19 Misty Wood) to offset costs to the Water Construction Fund, which receives revenue from developer connection fees.

DESCRIPTION
TOTAL
State grant from RWA for construction and related cost for project 500315

ACCOUNT STRING
8/18/23
Table 1: Flow and Funding Commitments Based on Regional Diversions

COUNCIL COMMUNICATION
CC #: 2945
File #: 0900-02-02-1 & 0201-01
Title: Wastewater Collections Pump and Trailer – Budget Adjustment Contact: Tracie Mueller 916-774-5688 [email protected] Meeting Date: 9/20/2023
Item #: 7.15.

RECOMMENDATION TO COUNCIL
Staff recommends that the City Council adopt an ordinance to approve a $81,859 budget adjustment to fund the purchase of a pump and trailer to be used by the Environmental Utilities Department's Wastewater Collections Division as part of their Emergency Response Plan to address sewer spills.

BACKGROUND
Wastewater Collections has requested purchase of a 8-inch diameter trailer pump and an 17-foot by 14-foot enclosed trailer. The trailer will be used to house and transport the new pump, and other smaller pumps, hoses and plugs which will be used in Wastewater Collection’s emergency response to sewer spills and overflows. The Public Works Department's Fleet Management Division is making the purchases as the recommended equipment is considered to be part of the City's vehicle fleet.

Wastewater Collections discovered through a recent emergency response training exercise required as part of their Emergency Response Plan that critical equipment, such as the 8-inch pump being purchased, are not readily available in the time required for a wastewater spill or overflow emergency. During the training exercise, the local rental companies were unable to supply the necessary equipment; therefore, the Wastewater Utility has decided that in order to meet their required Waste Discharge Permit compliance, the Wastewater Collection’s fleet needs to include a trailer that contains pumps, plugs, and hoses capable of addressing spills and overflows from the largest to the smallest pipeline in the City’s wastewater collection system.

The pump and trailer will be purchased through the Fleet Replacement Fund so a budget adjustment is required to transfer funds from the Wastewater Operations Fund and to increase Fleet’s appropriations authority.

FISCAL IMPACT
The recommended budget adjustment appropriates $81,859 of available resources in the Wastewater Operations Fund for a payment to the City's Fleet Replacement Fund. The payment includes $71,913 for the pump purchase, $9,146 for the trailer, and a fee of $400 for each item for Fleet Maintenance costs associated with vehicle preparation and decals. These vehicles will be purchased in the Fleet Replacement Fund. There will be no net impact to that fund since the recommended budget adjustment will increase both its revenue and expenditure budgets by $81,859.

ENVIRONMENTAL REVIEW
The California Environmental Quality Act (CEQA) does not apply to activities that will not result in a direct or reasonably foreseeable indirect physical change in the environment, or is otherwise not considered a project as defined by CEQA Statute §21065 and CEQA State Guidelines §15060(c)(3) and §15378. Approval of a budget adjustment meets the above criteria and is not subject to CEQA. No additional environmental review is required.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Goal E - Deliver exceptional city services
Respectfully Submitted,
Tracie Mueller, Principal Engineer
Richard Plecker, Environmental Utilities Director
_____________________________
Dominick Casey, City Manager
ATTACHMENTS:

Description
Ordinance 6714
Budget Adjustment
ORDINANCE NO. 6714

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 purchase of a Wastewater Collections Pump and Trailer.

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.

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

REQUEST FOR BUDGET ADJUSTMENT
REQUESTER NAME & TITLE: Bryan Buchanan, Wastewater Utility Manager FISCAL YEAR: 2023-24 PREPARER NAME & TITLE: Archana Wagley, Sr. EU Business Analyst COUNCIL DATE (if applicable): 9/20/2023 DEPARTMENT/DIVISION: EU/Wastewater ORDINANCE:

EXPENDITURES/EXPENSES/TRANSFERS OUT
BUDGET ($)
Fund Account Center Project Adjustment
6201 6550 74330 000000 (81,859)
6201 5516 74330 000000 81,859
4005 6552 62601 000000 72,313
4005 6552 62601 000000 9,546
81,859

REVENUES/TRANSFERS IN
BUDGET ($)
Fund Account Center Project Adjustment
4005 4254 62601 000000 72,313
4005 4254 62601 000000 9,546
81,859
-

FUND BALANCE
BUDGET ($)
Fund Account Center Project Adjustment
-
Justification for Budget Adjustment:

REQUESTING DEPARTMENT HEAD / DESIGNEE DATE BUDGET MANAGER / DESIGNEE DATE

CHIEF FINANCIAL OFFICER / DESIGNEE DATE CITY MANAGER / DESIGNEE DATE

POSTED BY DATE
Revised: June 24, 2019
Establish expenditure budget (automotive - vehicle
shortage) to buy a pump and a trailer for Wastewater
Collection
Establish expenditure budget (capital outlay - vehicles) in the Fleet Replacement Fund to purchase a trailer for
Wastewater Collection
TOTAL
TOTAL

ACCOUNT STRING DESCRIPTION
Reduce expenditure budget (capital outlay) to move it to 5516 (automotive - vehicle shortage) to buy a pump and
a trailer for Wastewater Collection
Establish expenditure budget (capital outlay - vehicles) in the Fleet Replacement Fund to purchase a pump for
Wastewater Collection

NET ADJUSTMENT

ACCOUNT STRING DESCRIPTION
REQUIRED APPROVALS:
8/17/23
BUDGET DEPARTMENT USE ONLY:

DESCRIPTION
Establish revenue budget (internal service charges -
vehicle shortage) in the Fleet Replacement Fund to
purchase a trailer for Wastewater Collection
The Environmental Utilities Department (EU) needs a new pump as part of their emergency response plan to respond to sewer spills. The pump is needed to stay in compliance with WDR Permit # SSO10935 and the State General Order issued on 6th June, 23. This adjustment establishes the budgets to purchase the pump and an enclosed trailer to store and haul all the plugs through the Fleet Replacement Fund (4005).

TOTAL
Establish revenue budget (internal service charges -
vehicle shortage) in the Fleet Replacement Fund to
purchase a pump for Wastewater Collection

ACCOUNT STRING
8/29/20231:43 PM
1 COUNCIL COMMUNICATION
CC #: 2944
File #: 0900-02-02-1 & 0201-01
Title: Wastewater Collections Building Expansion Project – Budget Adjustment Contact: Tracie Mueller 916-774-5688 [email protected] Meeting Date: 9/20/2023
Item #: 7.16.

RECOMMENDATION TO COUNCIL
Staff recommends that the City Council adopt an ordinance to approve a budget adjustment initiating the Wastewater Collections Building Expansion Project with a budget of $1,330,000 using available resources in the Wastewater Construction Fund.

BACKGROUND
The Wastewater Collections Division of the Environmental Utilities Department is initiating a new project at the Dry Creek Wastewater Treatment Plant. The Wastewater Collections Building Expansion Project will study the current undersized building to determine the most effective method for expansion of the building space to add a conference/training room, expand warehouse storage and possibly add or relocate office space. Utility improvements will also be required for the added building space. Using the study, the City will select final improvements and a preliminary design will be developed for a design build construction.

FISCAL IMPACT
The recommended budget adjustment requests the establishment of a new project, The Wastewater Collections Building Expansion, and is comprised of $30,000 in internal project labor costs, $300,000 in professional services costs, and $1,000,000 in capital outlay costs, with a total budget of $1,330,000 from available resources in the Wastewater Construction Fund. If additional construction funds are required after the design is completed, additional funding will be request at that time.

ENVIRONMENTAL REVIEW
The proposed project involves the minor alteration of an existing facility. This activity is categorically exempt from CEQA as a Class 1 Exemption (State CEQA Guidelines Section 15301). The Exemption has been prepared and no further CEQA action is required.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Goal E - Deliver exceptional city services
Goal F - Invest in well-planned infrastructure and growth Respectfully Submitted,
Tracie Mueller, Principal Engineer
Richard Plecker, Environmental Utilities Director
_____________________________
Dominick Casey, City Manager
ATTACHMENTS:

Description
Ordinance 6713
Budget Adjustment
Notice of Exemption
ORDINANCE NO. 6713

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 Wastewater Collections Building Expansion project.

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

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

REQUEST FOR BUDGET ADJUSTMENT
REQUESTER NAME & TITLE: Tracie Mueller, Principal Engineer FISCAL YEAR: 2023-24 PREPARER NAME & TITLE: Linda York, Development Technician COUNCIL DATE (if applicable): 9/20/2023 DEPARTMENT/DIVISION: EUD Wastewater Utility ORDINANCE:

EXPENDITURES/EXPENSES/TRANSFERS OUT
BUDGET ($)
Fund Account Center Project Adjustment
6220 5080 84001 500419 30,000
6220 5301 84001 500419 300,000
6220 6587 84001 500419 1,000,000
1,330,000

REVENUES/TRANSFERS IN
BUDGET ($)
Fund Account Center Project Adjustment
-
1,330,000

FUND BALANCE
BUDGET ($)
Fund Account Center Project Adjustment
6220 (1,330,000)
(1,330,000)
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
ACCOUNT STRING 227
Reduce available resources in the Wastewater Construction Fund
Capital Outlay budget for project #500419

NET ADJUSTMENT

ACCOUNT STRING DESCRIPTION
TOTAL
REQUIRED APPROVALS:
8/22/2023
BUDGET DEPARTMENT USE ONLY:

Wastewater Collections is initiating this new project that will be funded by available resources in the Wastewater Construction fund (6220). The Wastewater Collections Building Expansion Project (#500419) will study the current undersized building to determine the most cost effective method for expansion of the building space to add a conference/training room, expand warehouse storage and possibly add or relocate office space. Utility improvements will also be required for the added building space. Using the study, the City will select final improvements and a preliminary design will be developed for a design build construction. This project is projected to cost $1,330,000, which is comprised of $30,000 internal project labor $300,000 in Professional Services and $1,000,000 in Capital Outlay (construction). If addtional construction funds are required once we have a better estimate, additional funding will be request at that time.

TOTAL
Internal Project Labor budget for project #500419

ACCOUNT STRING DESCRIPTION
Professional Services budget for project #500419
TOTAL
8/24/20232:43 PM
1 Notice of Exemption
To: Placer County Clerk From: City of Roseville
Recorder’s Office Development Services Dept.
2954 Richardson Drive 311 Vernon Street
Auburn, CA 95603 Roseville, CA 95678
Project Title: Wastewater Collections Building Expansion Project Project Location(s): 1800 Booth Road, Roseville, CA 95747.

Project Description: Wastewater Collections is initiating a new project at the Dry Creek Wastewater Treatment Plant to study and expand the current undersized building to add a conference/training room, expand warehouse storage and possibly add or relocate office space.

Utility improvements will also be required for the added building space. Using the study, the City will select final improvements and a preliminary design will be developed for a design build construction. The expansion of the building would result only in new office space and facilities for existing staff and would not result in expansions in capacity or service.

Public Agency Approving Project: Roseville City Council Agency/Individual Carrying Out Project: City of Roseville Environmental Utilities Department Reason why this Project is Exempt: The project qualifies for a Class 1 Categorical Exemption as described in Section 15301 of the California Environmental Quality Act (CEQA) guidelines which states:
“Class 1 (Existing Facilities) consists of … the minor alteration of existing public or private structures, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of existing or former use… Examples include, but are not limited to: (e) additions to existing structures provided that the addition will not result in an increase of more than: (1) 50 percent of the floor areas of the structures before the addition, or 2,500 square feet, whichever is less.”
The project consists of the study of an expansion of the building to add a conference/training room, warehouse storage space, and to possibly add or relocate office space for existing staff.

The project would not result in expansion of capacity or service. Consequently, the Class 1 Categorical Exemption applies.

Lead Agency Contact Person: Tracie Mueller, Roseville Department of Environmental Utilities (916-774-5688).

Signature: Date: 08-21-2023
Jessica Lynch, Environmental Coordinator
City of Roseville

COUNCIL COMMUNICATION
CC #: 2929
File #: 0900-02-02-1 & 0201-01
Title:

Dry Creek Wastewater Treatment Plant Solids Train Process Optimization Study - Professional Design Services Agreement and Budget Adjustment Contact: Tracie Mueller 916-774-5688 [email protected] Meeting Date: 9/20/2023
Item #: 7.17.

RECOMMENDATION TO COUNCIL
Staff recommends that the City Council:

1. Adopt a resolution authorizing the City Manager to execute a professional design services agreement with West Yost & Associates, Inc. for a not-to-exceed amount of $442,090.79 for the Dry Creek Wastewater Treatment Plant Solids Train Process Optimization Study; and

2. Adopt an ordinance approving a budget adjustment that will appropriate $75,000 in the Wastewater Regional Rehabilitation Fund to the Dry Creek Wastewater Treatment Plant Solids Train Process Optimization Study Project.

BACKGROUND
The Dry Creek Wastewater Treatment Plant (DCWWTP) is a regional advanced activated sludge plant rated for 18 million gallons per day. In 1991-1993, the plant went through a major expansion where bar screens, diffused aeration basins, gravity belt thickeners, anaerobic digesters, and belt filter presses for dewatering were added into the treatment train. Currently, the City contracts with an outside contractor to haul the dewatered biosolids for land application. With the rising cost of hauling, chemicals and treatment, the City is requesting assistance in choosing which technologies and improvements to target for upgrading or replacement.

The purpose of this project is to evaluate the solids handling facilities at the City of Roseville’s Dry Creek Wastewater Treatment Plant and recommend improvements. The evaluation includes review of the following: dewatering, digesters, struvite control, polymers, biosolids end use. The final deliverable of the study is a five-year Strategic Plan.

On April 6, 2023, the City released a Request for Proposals entitled Dry Creek Biosolids Optimization Study (RFP 08-107). On May 11, 2023, the City received six proposals and the proposals were evaluated by staff and ranked based on the criteria specified in the RFP. Staff determined that West Yost provided the best qualifications and scope of work relative to the services required.

FISCAL IMPACT
The Professional Design Services Agreement with West Yost is for a not-to-exceed total of $442,091. The existing Project budget is $400,000. The requested budget amendment of $75,000 includes approximately $43,000 for professional services to fully cover the cost of the study, and approximately $32,000 for the projected cost of internal project labor and expenses.

The Project is funded by the Wastewater Regional Rehabilitation Fund, which has adequate resources to fund the requested budget amendment. Since this is a regional wastewater project, the Wastewater Rehabilitation Fund will be reimbursed for approximately 35 percent of the project’s actual cost from the City's partners, the South Placer Municipal Utility District and Placer County.

ENVIRONMENTAL REVIEW
The California Environmental Quality Act (CEQA) does not apply to feasibility and planning studies for possible future actions which the agency has not approved or funded (CEQA Guidelines §15262). Because the Dry Creek Wastewater Treatment Plant Solids Train Process Optimization Study only authorizes feasibility and planning studies it is statutorily exempt from CEQA review. Following completion of these studies the City will refine the project proposal and conduct CEQA review prior to project approval.

Description
Resolution 23-378
Agreement
Ordinance 6711
Budget Adjustment
RESOLUTION NO. 23-378

APPROVING A PROFESSIONAL DESIGN SERVICES AGREEMENT, BY AND BETWEEN THE CITY OF ROSEVILLE AND WEST YOST & ASSOCIATES, INC., AND

AUTHORIZING THE CITY MANAGER TO EXECUTE IT ON BEHALF OF

THE CITY OF ROSEVILLE
WHEREAS, a professional design services agreement for the Dry Creek Wastewater Treatment Plant Solids Train Process Optimization Study, by and between the City of Roseville and West Yost & Associates, Inc., has been reviewed by the City Council; and 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.

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

ORDINANCE NO. 6711

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 Dry Creek Wastewater Treatment Plant Solids Train Process Optimization Study.

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.

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

EXPENDITURES/EXPENSES/TRANSFERS OUT
BUDGET ($)
Fund Account Center Project Adjustment
6231 5080 84001 500268 32,000
6231 5301 84001 500268 43,000
75,000

REVENUES/TRANSFERS IN
BUDGET ($)
Fund Account Center Project Adjustment
-
75,000

FUND BALANCE
BUDGET ($)
Fund Account Center Project Adjustment
6231 (75,000)
(75,000)
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

ACCOUNT STRING DESCRIPTION
Reduce available resources in the Wastewater Regional
Rehabilitation Fund

NET ADJUSTMENT

ACCOUNT STRING DESCRIPTION
TOTAL
REQUIRED APPROVALS:
8/22/2023
BUDGET DEPARTMENT USE ONLY:

The Dry Creek Wastewater Treatment Plant Solids Train Process Optimization Study (#500268) project provides funding to study the existing solids train treatment process to determine if technology changes are warranted as equipment reaches end of life. This project requires an additional $75,000 to fully fund the study, which includes internal project labor and professional services. This request will bring the project's total budget to $475,000. Since this is a regional wastewater project, the Wastewater Rehabilitation Fund will be reimbursed for approximately 35 percent of the project’s actual cost from its partners, the South Placer Municipal Utility District and Placer County.

TOTAL
Increase Internal Project Labor budget for project #500268

ACCOUNT STRING DESCRIPTION
Increase Professional Services budget for project #500268 TOTAL
8/24/20232:31 PM
1 COUNCIL COMMUNICATION
CC #: 2951
File #: 0721 & 0201-01
Title: Zero Emission Bus Depot Phase II Project - Budget Adjustment Contact: Zachary Presley 916-774-5365 [email protected] Meeting Date: 9/20/2023
Item #: 7.18.

RECOMMENDATION TO COUNCIL
Staff recommends that the City Council adopt an ordinance to approve a budget adjustment in the amount of $2,042,949 to install additional bus charging stations at the Zero Emission Bus (ZEB) Depot.

BACKGROUND
The recommended budget adjustment will provide funding for the ZEB Depot Phase II Project (700055). This project will install six (6) additional chargers and their associated electrical connections at the ZEB Depot located at the Roseville Corporation Yard, bringing the total number of bus chargers at that location to nine (9). This project is funded with federal Low-No Emission competitive grant funds which were awarded to the City in 2023. The grant requires a ten percent (10%) match of local funds which will come from Local Transportation Funds (LTF).

FISCAL IMPACT
The proposed $2,042,949 budget adjustment will establish funding for the Zero Emission Bus Depot Phase II project. This project is funded with federal Low-No Emission competitive grant funds which were awarded to the City in 2023. The grant requires a ten percent (10%) match of local funds for which will come from Local Transportation Funds (LTF). This budget adjustment will have no impact on the 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. Approval of a budget adjustment meets the above criteria and is not subject to CEQA. No additional environmental review is required.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Goal E - Deliver exceptional city services
Goal F - Invest in well-planned infrastructure and growth Respectfully Submitted,
Zachary Presley, Assistant Transportation Planner
Jason Shykowski, Public Works Director
_____________________________
Dominick Casey, City Manager
ATTACHMENTS:

Description
Ordinance 6716
Budget Adjustment
ORDINANCE NO. 6716

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 Zero Emission Bus Depot Phase II project.

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

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

COUNCIL COMMUNICATION
CC #: 2938
File #: 0800-04 & 0201-01
Title:

Public Works Alternative Transportation Workforce Development - Budget Adjustment
Contact: Zachary Presley 916-774-5365 [email protected] Meeting Date: 9/20/2023
Item #: 7.19.

RECOMMENDATION TO COUNCIL
Staff recommends that the City Council adopt an ordinance to approve a budget adjustment in the amount of $647,547 to fund training that will assist City of Roseville staff with learning how to work on electric vehicles.

BACKGROUND
This budget adjustment is requested to provide funding for the Public Works Alternative Transportation Workforce Development project (700056). This project will provide electric vehicle maintenance and safety training for City of Roseville staff. This project is funded through federal Low-No Emission competitive grant funds which were awarded to the City in 2023. The grant requires a twenty percent (20%) match of local funds which will come from Local Transportation Funds (LTF).

FISCAL IMPACT
The proposed $647,547 budget adjustment will fund the Public Works Alternative Transportation Workforce Development project. This project is funded through federal Low-No Emission competitive grant funds awarded in 2023 with a twenty percent (20%) match of local funds from Local Transportation Funds (LTF). This budget adjustment will have no impact on the 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. Approval of a budget adjustment meets the above criteria and is not subject to CEQA. No additional environmental review is required.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Goal E - Deliver exceptional city services
Respectfully Submitted,
Zachary Presley, Assistant Transportation Planner
Jason Shykowski, Public Works Director
_____________________________
Dominick Casey, City Manager
ATTACHMENTS:

Description
Ordinance 6712
Budget Adjustment
ORDINANCE NO. 6712

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 Public Works Alternative Transportation Workforce Development project.

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

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

REQUEST FOR BUDGET ADJUSTMENT
REQUESTER NAME & TITLE: Ed Scofield, Alt. Transportation Manager FISCAL YEAR:

PREPARER NAME & TITLE: Zach Presley, Administrative Technician COUNCIL DATE (if applicable):

DEPARTMENT/DIVISION: _P_W_-_A_lte_r_n_at_iv_e_ T_r_a_ns_.p_o_rt_a_tio_ n _____ ORDINANCE:

EXPENDITURES/EXPENSES/TRANSFERS OUT
ACCOUNT STRING BUDGET($)
Fund Account Center Project Adjustment DESCRIPTION
2023-24
9/20/23
6511 5461 84001 700056 647,547 Establish Training and Development expenditure budget TOTAL 647,547

REVENUES/TRANSFERS IN
ACCOUNT STRING BUDGET($) DESCRIPTION
Fund Account Center Project Adjustment
6511 4401 84001 700056 518,038 Establish Federal Grants revenue budget 6511 4425 84001 700056 129,509 Establish Local Transportation Funds revenue budget TOTAL 647,547

NET ADJUSTMENT - I

FUND BALANCE
ACCOUNT STRING BUDGET($) DESCRIPTION
Fund Account I Center I Project Adjustment

TOTAL -
Justification for Budget Adjustment:

This Budget Adjustment is requested to establish 700056 - PW-AT Workforce Development Project.

This project will be utilized for training to assist City of Roseville staff and consultants with learning to work with electric vehicles. Funding comes from Federal Low-No Emission competitive grant funds which were awarded to Public Works - Alternative Transportation in 2023. The grant requires a 20% match of local funds for workforce development expenses which will come from Local Transportation Funds (LTF).

There is no impact on the General Fund.

CHIEF FINANCIAL OFFICER/ DESIGNEE

POSTED BY
Revised: June 24, 2019
8/30/20233:20 PM
REQUIRED APPROVALS:

PATE BUDGET MANAGER/ DESIGNEE DATE

DATE CITY MANAGER/ DESIGNEE DATE
BUDGET DEPARTMENT USE ONLY:

DATE

COUNCIL COMMUNICATION
CC #: 2934
File #: 0600-02
Title: Out-of-Country Travel - American Public Power Association Board Meeting Contact: Cara Moore 916-774-5636 [email protected] Meeting Date: 9/20/2023
Item #: 7.20.

RECOMMENDATION TO COUNCIL
Staff recommends that the City Council approve an out-of-country travel request for Electric Utility Director, Dan Beans, to attend the American Public Power Association (APPA) Executive Committee and Board Meetings in San Juan, Puerto Rico.

BACKGROUND
Electric Utility Director, Dan Beans, is a member of the Board of Directors for American Public Power Association (APPA). APPA is the voice of not-for-profit, community-owned utilities that power 2,000 towns and cities nationwide. The organization represents public power before the federal government to protect the interests of the more than 49 million people that public power utilities serve, and the 96,000 people they employ. APPA advocates and advises on electricity policy, technology, trends, training, and operations. APPA also works to shape the future of public power to drive a new era of community-owned electric service, and partners with members to promote public power, helping community-owned utilities deliver superior services through joint advocacy, education, and collaboration.

APPA is holding an Executive Committee Meeting and Board meeting in San Juan, Puerto Rico.

The location offers a central destination for the 10 regions belonging to the association and offers firsthand accounts of the importance of a well-managed power grid in the event of natural disasters and devastating storms. Dan's participation in these meetings, and serving on this board, has benefited the City of Roseville through participation and representation on the Energy Sub-sector Coordinating Council Supply Chain Tiger Team, which has been working on the national distribution transformer shortage, in support of Roseville's continued economic growth, and ability to keep the lights on.

FISCAL IMPACT
Costs related to travel, airfare, lodging and per diem is estimated to be $3,000. Funds are available in the Electric Department FY2023-24 budget in the Electric 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. Approval of out-of-country travel meets the above criteria and is not subject to CEQA. No additional environmental review is required.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Goal D - Enhance economic vitality
Goal F - Invest in well-planned infrastructure and growth Respectfully Submitted,
Cara Moore, Administrative Assistant
Dan Beans, Electric Utility Director
_____________________________
Dominick Casey, City Manager

COUNCIL COMMUNICATION
CC #: 2956
File #: 0102-10
Title: Resolution - St. Vincent de Paul Society of Roseville's 40th Anniversary Contact: Blair Hutchison 916-774-5266 [email protected] Meeting Date: 9/20/2023
Item #: 7.21.

RECOMMENDATION TO COUNCIL
Commend St. Vincent de Paul Society of Roseville on their 40th anniversary and extend best wishes for continued success in the future.

BACKGROUND
Not applicable.

FISCAL IMPACT
Not applicable.

ENVIRONMENTAL REVIEW
The California Environmental Quality Act (CEQA) does not apply to activities that will not result in a direct or reasonably foreseeable indirect physical change in the environment, or is otherwise not considered a project as defined by CEQA Statute §21065 and CEQA State Guidelines §15060(c)(3) and §15378. Ceremonial documents meet the above criteria and are not subject to CEQA. No additional environmental review is required.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Goal B - Support community engagement and advocacy
Respectfully Submitted,
Blair Hutchison, City Clerk Technician
Carmen Avalos, City Clerk
_____________________________
Dominick Casey, City Manager
ATTACHMENTS:

Description
Resolution - St. Vincent de Paul Society of Roseville's 40thAnniversary

COUNCIL COMMUNICATION
CC #: 2954
File #:0102-06
Title: Proclamation - Public Power Week October 1-7,2023 Contact: Blair Hutchison 916-774-5266 [email protected] Meeting Date: 9/20/2023
Item #: 7.22.

RECOMMENDATION TO COUNCIL
Proclaim October 1-7, 2023 as Public Power Week. Our community joins more than 2,000 other public utilities across the United States in this celebration of public power, which maintains our mission to serve our residents, businesses, and the community before profits.

BACKGROUND
Not applicable.

FISCAL IMPACT
Not applicable.

ENVIRONMENTAL REVIEW
The California Environmental Quality Act (CEQA) does not apply to activities that will not result in a direct or reasonably foreseeable indirect physical change in the environment, or is otherwise not considered a project as defined by CEQA Statute §21065 and CEQA State Guidelines §15060(c)(3) and §15378. Ceremonial documents meet the above criteria and are not subject to CEQA. No additional environmental review is required.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Respectfully Submitted,
Blair Hutchison, City Clerk Technician
Carmen Avalos, City Clerk
_____________________________
Dominick Casey, City Manager
ATTACHMENTS:

Description
Proclamation - Public Power Week October 1-7,2023

COUNCIL COMMUNICATION
CC #:

File #:

Title: Consent Calendar
Contact:

Meeting Date: 9/20/2023
Item #:

COUNCIL COMMUNICATION
CC #: 2942
File #: 0206-03-01
Title:

Torrente at Sierra Vista Community Facilities District No. 1 (Public Facilities) Bond Issuance
Contact: Jeannine Thrash 916-774-5473 [email protected] Dennis Kauffman 916-774-5313 [email protected]
Meeting Date: 9/20/2023
Item #: 8.1.

RECOMMENDATION TO COUNCIL
Staff recommends the City Council adopt a resolution authorizing the issuance of special tax bonds for, and on behalf of, the City of Roseville Torrente at Sierra Vista Community Facilities District (CFD) No. 1 (Public Facilities), and approving the following documents for the bond issuance:

Preliminary Official Statement
Bond Purchase Agreement
Fiscal Agent Agreement
Acquisition Agreement

BACKGROUND
Torrente at Sierra Vista CFD No. 1 (Public Facilities) was formed on November 3, 2021 with Resolution 21-442. The bonds are being issued at the developer's request, in an amount not to exceed $ 9,000,000, 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 $30,000,000.

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

COMPLIANCE STATEMENT
In accordance with Government Code 5852.1, the following information consists of estimates of certain costs and charges for the Bonds that have been provided by the City's municipal financial advisor, which has been represented by such party to have been provided in good faith: (1) estimated true interest costs of the Bonds: 5.74%; (2) estimated finance charge of the Bonds (sum of all fees and charges paid to third parties): $454,375; (3) estimated amount of proceeds of the Bonds received by the City (net of finance charges, reserves and capitalized interest, if any):
$6,038,147; 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: $17,020,773.

Description
Resolution 23-384
Fiscal Agent Agreement
Preliminary Official Statment
Bond PurchaseAgreement
AcquisitionAgreement
RESOLUTION NO. 23-384

A RESOLUTION AUTHORIZING THE ISSUANCE OF SPECIAL TAX BONDS

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

FACILITIES), APPROVING AND DIRECTING THE EXECUTION OF A FISCAL

AGENT AGREEMENT, APPROVING FORMS OF PRELIMINARY OFFICIAL

STATEMENT, BOND PURCHASE AGREEMENT AND ACQUISITION

AGREEMENT, APPROVING SALE OF SUCH BONDS, AND APPROVING

OTHER RELATED DOCUMENTS AND ACTIONS
WHEREAS, this City Council (the “Council”) of the City of Roseville (the “City”) has conducted proceedings under and pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, Chapter 2.5 of Part 1 of Division 2 of Title 5, commencing at Section 53311, of the California Government Code (the “Act”), to form its Torrente at Sierra Vista Community Facilities District No. 1 (Public Facilities) (the “District”), to authorize the levy of special taxes upon the land within the District, and to issue bonds secured by said special taxes for the purpose of providing moneys for the construction and acquisition of authorized improvements for the District; and
WHEREAS, the Council, as legislative body of the District, authorized the issuance of special tax bonds of the City for the District in the maximum principal amount of not to exceed $30,000,000, and the City now desires to issue the first series of the bonds (the “Bonds”); and WHEREAS, there has been submitted to the City Council a Fiscal Agent Agreement (the “Fiscal Agent Agreement”) between the City and U.S. Bank Trust Company, National Association, as fiscal agent, providing for the issuance of the Bonds of the City for the District, and the Council, with the aid of City staff, has reviewed the Fiscal Agent Agreement and found it to be in proper order, and now desires to approve the Fiscal Agent Agreement and the issuance of the Bonds; and
WHEREAS, the City proposes to sell the Bonds to Stifel, Nicholas & Company, Incorporated, as underwriter (the “Underwriter”), pursuant to the terms of a Bond Purchase Agreement by and between the City and the Underwriter, and the Underwriter proposes to offer the Bonds to the investing public by means of a Preliminary Official Statement, and the Council, with the aid of City staff, has reviewed the Bond Purchase Agreement and the Preliminary Official Statement and found them to be in proper order, and now desires to approve said documents; and
WHEREAS, authorized improvements for the District funded from proceeds of the Bonds will be acquired by the City from a developer of land in the District pursuant to the terms of a Funding, Construction and Acquisition Agreement (the “Acquisition Agreement”) by and between the City and the developer, and the Council, with the aid of City staff, has reviewed the Acquisition Agreement and found it to be in proper order, and now desires to approve the form of the Acquisition Agreement; and
WHEREAS, the information required to be obtained and disclosed with respect to the Bonds by the City Council in accordance with Section 5852.1 of the California Government Code is set forth in the staff report accompanying this Resolution; and - 2 -
WHEREAS, all conditions, things and acts required to exist, to have happened and to have been performed precedent to and in the issuance of the Bonds as contemplated by this Resolution and the documents referred to herein exist, have happened and have been performed in due time, form and manner as required by the laws of the State of California, including the Act.

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

1. Findings. This Council finds and determines that it is prudent in the management and development of land in the City and the District to issue the Bonds 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 Torrente at Sierra Vista Community Facilities District No. 1 (Public Facilities) Special Tax Bonds Series 2023” in an aggregate principal amount not to exceed $9,000,000 are hereby authorized to be issued. The Bonds shall be executed in the form set forth in and otherwise as provided in the Fiscal Agent Agreement.

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 Bonds proposed to be issued and secured by a special tax levied pursuant to the Act on property within the District, plus the portion of all other bonds outstanding that are secured by a special tax levied under the Act on property within the District or a special assessment levied on property within the District.

4. Fiscal Agent Agreement. The Council hereby approves the Fiscal Agent Agreement in the form presented to the Council at this meeting. The City Manager, Assistant City Manager/Chief Financial Officer or such other person or persons as either of them may designate (collectively, the “Authorized Officers”), each acting alone or together with any other Authorized Officer, are each hereby authorized and directed to execute the Fiscal Agent Agreement, for and in the name and on behalf of the City, in such form, together with any additions thereto or changes therein deemed necessary or advisable by the Authorized Officer executing such document upon consultation with Jones Hall, A Professional Law Corporation, as bond counsel to the City (“Bond Counsel”). The proceeds of the Bonds shall be applied by the City for the purposes and in the amounts as set forth in the Fiscal Agent Agreement. The Council hereby authorizes the delivery and performance by the City of the Fiscal Agent Agreement.

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

6. Approval of Official Statement and Continuing Disclosure Undertaking. The Council hereby approves the Preliminary Official Statement with respect to the Bonds, in substantially the form on file with the City Clerk. Distribution of the Preliminary Official Statement by the City and the Underwriter is hereby approved, and, prior to the distribution of the Preliminary Official Statement, each Authorized Officer, each acting alone or together with any other Authorized Officer, is 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 the Continuing Disclosure Undertaking in substantially the form on file with the City Clerk, together with such changes and additions thereto deemed advisable by the Authorized Officer executing the same.

7. Approval of Bond Purchase Agreement. The Council hereby approves the Bond Purchase Agreement in substantially the form on file with the City Clerk; provided, that the aggregate principal amount of Bonds shall not exceed $9,000,000, or result in an Underwriter’s discount in excess of 1.60% of the par amount of the Bonds, 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 substantially the form on file with the City Clerk, together with such changes and additions thereto deemed advisable by the Authorized Officer executing the same. The Council hereby finds and determines that the sale of the Bonds at negotiated sale as contemplated by the Bond Purchase Agreement will result in a lower overall cost.

8. Approval of Acquisition Agreement. The Council hereby approves the Acquisition Agreement in substantially the form on file with the City Clerk. An Authorized Officer is hereby authorized and directed to execute the Acquisition Agreement in substantially the form on file with the City Clerk, together with such changes and additions thereto deemed advisable by the Authorized Officer executing the same.

9. Actions Authorized. All actions heretofore taken by the officers, employees and agents of the City with respect to the establishment of the District and the sale and issuance of the Bonds are hereby approved, confirmed and ratified, and the Authorized Officers of the City are hereby authorized and directed to do any and all things and take any and all actions and execute any and all certificates, agreements and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Bonds in accordance with this resolution, and any certificate, agreement, and other document described in the documents herein approved. All actions to be taken by a specified Authorized Officer as specified herein, may be taken by the Authorized Officer or any designee, with the same force and effect as if taken by such Authorized Officer.

10. Effectiveness. This Resolution shall take effect upon its adoption - 4 -
* * * * *
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 of August 28, 2023

FISCAL AGENT AGREEMENT
by and between

CITY OF ROSEVILLE
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Fiscal Agent
Dated as of October 1, 2023
Relating to:
$___________
City of Roseville
Torrente at Sierra Vista Community Facilities District No. 1 (Public Facilities) Special Tax Bonds
Series 2023
i

TABLE OF CONTENTS

ARTICLE I

STATUTORY AUTHORITY AND DEFINITIONS
Section 1.01. Authority for this Agreement .........................................................................................2 Section 1.02. Agreement for Benefit of Bondowners ..........................................................................2 Section 1.03. Definitions .....................................................................................................................2

ARTICLE II
THE 2023 BONDS
Section 2.01. Principal Amount; Designation....................................................................................11 Section 2.02. Terms of the 2023 Bonds............................................................................................11 Section 2.03. Redemption.................................................................................................................12 Section 2.04. Form of Bonds.............................................................................................................15 Section 2.05. Execution of Bonds .....................................................................................................16 Section 2.06. Transfer of Bonds........................................................................................................16 Section 2.07. Exchange of Bonds .....................................................................................................17 Section 2.08. Bond Register .............................................................................................................17 Section 2.09. Temporary Bonds........................................................................................................17 Section 2.10. Bonds Mutilated, Lost, Destroyed or Stolen ...............................................................17 Section 2.11. Limited Obligation .......................................................................................................18 Section 2.12. Book-Entry Only System.............................................................................................18 Section 2.13. No Acceleration...........................................................................................................19

ARTICLE III

ISSUANCE OF BONDS
Section 3.01. Issuance and Delivery of Bonds .................................................................................20 Section 3.02. Application of Proceeds of Sale of 2023 Bonds..........................................................20 Section 3.03. Special Tax Fund ........................................................................................................20 Section 3.04. Improvement Fund......................................................................................................21 Section 3.05. Costs of Issuance Fund ..............................................................................................22

ARTICLE IV
SPECIAL TAX REVENUES; BOND FUND AND RESERVE FUND
Section 4.01. Pledge of Special Tax Revenues and Other Amounts. ..............................................24 Section 4.02. Bond Fund...................................................................................................................24 Section 4.03. Reserve Fund..............................................................................................................25

ARTICLE V

OTHER COVENANTS OF THE CITY
Section 5.01. Punctual Payment .......................................................................................................28 Section 5.02. Limited Obligation .......................................................................................................28 Section 5.03. Extension of Time for Payment...................................................................................28 Section 5.04. Against Encumbrances ...............................................................................................28 Section 5.05. Books and Accounts ...................................................................................................28 Section 5.06. Protection of Security and Rights of Owners ..............................................................28 Section 5.07. Compliance with Law; Completion of Project .............................................................29 Section 5.08. Private Activity Bond Limitation...................................................................................29 Section 5.09. Federal Guarantee Prohibition....................................................................................29 Section 5.10. Collection of Special Tax Revenues ...........................................................................29 Section 5.11. Further Assurances.....................................................................................................30 Section 5.12. No Arbitrage ................................................................................................................30 Section 5.13. Maintenance of Tax-Exemption ..................................................................................30 Section 5.14. Annual State Reports..................................................................................................30 ii
Section 5.15. Covenant to Foreclose................................................................................................31 Section 5.16. Continuing Disclosure to Owners................................................................................31 Section 5.17. Additional Bonds .........................................................................................................31 Section 5.18. Yield of the Bonds .......................................................................................................33

ARTICLE VI
INVESTMENTS; DISPOSITION OF INVESTMENT PROCEEDS;

LIABILITY OF THE CITY
Section 6.01. Deposit and Investment of Moneys in Funds..............................................................34 Section 6.02. Rebate of Excess Investment Earnings to the United States .....................................35 Section 6.03. Limited Obligation .......................................................................................................35

ARTICLE VII

THE FISCAL AGENT
Section 7.01. Appointment of Fiscal Agent .......................................................................................36 Section 7.02. Liability of Fiscal Agent ...............................................................................................36 Section 7.03. Information ..................................................................................................................38 Section 7.04. Notice to Fiscal Agent .................................................................................................36 Section 7.05. Compensation, Indemnification...................................................................................39

ARTICLE VIII

MODIFICATION OR AMENDMENT OF THIS AGREEMENT
Section 8.01. Amendments Permitted ..............................................................................................40 Section 8.02. Owners’ Meetings .......................................................................................................40 Section 8.03. Procedure for Amendment with Written Consent of Owners ......................................41 Section 8.04. Disqualified Bonds ......................................................................................................41 Section 8.05. Effect of Supplemental Agreement .............................................................................41 Section 8.06. Endorsement or Replacement of Bonds Issued After Amendments ..........................42 Section 8.07. Amendatory Endorsement of Bonds ...........................................................................42 Section 8.08. Opinion of Counsel Regarding Supplemental Agreement ..........................................42

ARTICLE IX

MISCELLANEOUS
Section 9.01. Benefits of Agreement Limited to Parties ...................................................................43 Section 9.02. Successor is Deemed Included in All References to Predecessor.............................43 Section 9.03. Discharge of Agreement .............................................................................................43 Section 9.04. Execution of Documents and Proof of Ownership by Owners....................................44 Section 9.05. Waiver of Personal Liability.........................................................................................44 Section 9.06. Notices to and Demands on City and Fiscal Agent ....................................................44 Section 9.07. Partial Invalidity...........................................................................................................45 Section 9.08. Unclaimed Moneys......................................................................................................45 Section 9.09. Applicable Law............................................................................................................45 Section 9.10. Conflict with Act...........................................................................................................45 Section 9.11. Conclusive Evidence of Regularity .............................................................................45 Section 9.12. Payment on Business Day..........................................................................................45 Section 9.13. Counterparts ...............................................................................................................45

EXHIBIT A FORM OF BOND
EXHIBIT B OFFICER’S CERTIFICATE REQUESTING DISBURSEMENT FROM

IMPROVEMENT FUND

FISCAL AGENT AGREEMENT
THIS FISCAL AGENT AGREEMENT (the “Agreement”) is made and entered into as of October 1, 2023, 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 Torrente at Sierra Vista Community Facilities District No. 1 (Public Facilities) (the “District”), and U.S. Bank Trust Company, National Association, as fiscal agent (the “Fiscal Agent”).

W I T N E S S E T H :

WHEREAS, the City Council of the City has formed the District under the provisions of the Mello-Roos Community Facilities Act of 1982, as amended (constituting Section 53311 et seq. of the California Government Code) (the “Act”) and Resolution No. 21-442 of the City Council adopted on November 3, 2021; 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, under the provisions of the Act, on ________, 2023, the City Council of the City adopted its Resolution No. 23-______ (the “Resolution”), which resolution, among other matters, authorized the issuance of the City of Roseville Torrente at Sierra Vista Community Facilities District No. 1 (Public Facilities) Special Tax Bonds Series 2023 to provide moneys for the construction and acquisition of improvements for the District, and provided that said issuance would be in accordance with the Act and this Agreement and authorized the execution hereof; and
WHEREAS, it is in the public interest and for the benefit of the City, the District, the persons responsible for the payment of special taxes and the Owners of the Bonds (as defined herein) that the City enter into this Agreement to provide for the issuance of the Bonds, the disbursement of proceeds of the Bonds, the disposition of the special taxes securing the Bonds and any additional bonds authorized to be issued hereunder and the administration and payment of the Bonds; and
WHEREAS, the City has determined that all things necessary to cause the Bonds, when authenticated by the City for the District and issued as in the Act, the Resolution and this Agreement provided to be legal, valid and binding and special obligations of the City for the District in accordance with their terms, and all things necessary to cause the creation, authorization, execution and delivery of this Agreement and the creation, authorization, execution and issuance of the Bonds, subject to the terms hereof, have in all respects been duly authorized.

NOW, THEREFORE, in consideration of the covenants and provisions herein set forth and for other valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:
2 ARTICLE I

STATUTORY AUTHORITY AND DEFINITIONS
Section 1.01. Authority for this Agreement. This Agreement is entered into pursuant to the provisions of the Act and the Resolution.

Section 1.02. Agreement for Benefit of Bondowners. The provisions, covenants and agreements herein set forth to be performed by or on behalf of the City shall be for the equal benefit, protection and security of the Owners. All of the Bonds, without regard to the time or times of their issuance or maturity, shall be of equal rank without preference, priority or distinction of any of the Bonds over any other thereof, except as expressly provided in or permitted by this Agreement. The Fiscal Agent may become the Owner of any of the Bonds in its own or any other capacity and may otherwise interact with the City or the District with the same rights it would have if it were not Fiscal Agent.

Section 1.03. Definitions. Unless the context otherwise requires, the terms defined in this Section 1.03 shall, for all purposes of this Agreement, of any Supplemental Agreement, and of any certificate, opinion or other document herein mentioned, have the meanings herein specified. All references herein to “Articles,” “Sections” and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or subdivision hereof. “2023 Bonds” means the City of Roseville Torrente at Sierra Vista Community Facilities District No. 1 (Public Facilities) Special Tax Bonds Series 2023. “2023 Capitalized Interest Account” means the fund by that name established pursuant to Section 4.02(A) hereof.
“2023 Reserve Account” means the account within the Reserve Fund by that name established pursuant to Section 4.03(A).
“Additional Bonds” means any series of bonds issued on a parity with the 2023 Bonds pursuant to Section 5.17.
“Administrative Expenses” means any or all of the following: the fees and expenses of the Fiscal Agent (including, but not limited to, any fees or expenses of its counsel), the expenses of the City in carrying out its duties hereunder (including, but not limited to, the levying and collection of the Special Taxes, and the foreclosure of the liens of delinquent Special Taxes) including the fees and expenses of its counsel, an allocable share of the salaries of City staff directly related thereto and a proportionate amount of City general administrative overhead related thereto, any amounts paid by the City from its general funds pursuant to Section 6.02, and all other fees, costs and expenses of the City or the Fiscal Agent incurred in connection with the issuance and administration of the Bonds and/or the discharge of their respective duties hereunder (including, but not limited to, the calculation of the levy of the Special Taxes, foreclosures with respect to delinquent taxes, and the calculation of amounts subject to rebate to the United States) and, in the case of the City, in any way related to the administration of the District. Administrative Expenses shall include any such expenses incurred in prior years but not yet paid, and any advances of funds by the City under Section 6.02 hereof. 3 “Agreement” means this Fiscal Agent Agreement, as it may be amended or supplemented from time to time by any Supplemental Agreement. “Annual Debt Service” means, for each Bond Year and each series of Outstanding Bonds, the sum of (i) the interest due on the respective series of Outstanding Bonds in such Bond Year, assuming that such Outstanding Bonds are retired as scheduled, and (ii) the principal amount of the respective series of Outstanding Bonds, including any mandatory sinking fund payments, due in such Bond Year.
“Assistant City Manager” means the Assistant City Manager/Chief Financial Officer of the City, including any person “acting” or serving in such capacity in an “interim” manner, and if there is no Assistant City Manager/ Chief Financial Officer, the Finance Director, Treasurer or Assistant City Manager of the City or an authorized designee of such official. “Authorized Officer” means the City Manager, Assistant City Manager, or City Clerk of the City, or any other Person authorized by the City to perform an act or sign a document on behalf of the City for purposes of this Agreement.
“Bond Counsel” means (i) Jones Hall, A Professional Law Corporation or (ii) any other attorney or firm of attorneys acceptable to the City and nationally recognized for expertise in rendering opinions as to the legality and tax-exempt status of securities issued by public entities. “Bond Fund” means the fund by that name established pursuant to Section 4.02(A) hereof.
“Bond Year” means each twelve-month period beginning on September 2 in any year and extending to the next succeeding September 1, both dates inclusive; except that the first Bond Year shall begin on the Closing Date and end on September 1, 2024. “Bonds” means the 2023 Bonds and any Additional Bonds.
“Business Day” means any day other than (i) a Saturday or a Sunday or (ii) a day on which banking institutions in the state in which the Principal Office of the Fiscal Agent is located are authorized or obligated by law or executive order to be closed. “CDIAC” means the California Debt and Investment Advisory Commission of the office of the California State Treasurer or any successor agency or bureau thereto. “City” means the City of Roseville, California, and any successor thereto. “Closing Date” means __________, 2023, the date upon which there is a physical delivery of the 2023 Bonds in exchange for the amount representing the purchase price of the 2023 Bonds by the Original Purchaser.
“Code” means the Internal Revenue Code of 1986 as in effect on the date of issuance of the Bonds or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the date of issuance of the Bonds, together with applicable temporary and final regulations promulgated, and applicable official public guidance published, under the Code. “Continuing Disclosure Certificate” means the Continuing Disclosure Certificate, dated as of the Closing Date, executed by the City and Willdan Financial Services, in its capacity as 4 dissemination agent, as originally executed and as it may be amended from time to time in accordance with the terms thereof.
“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 Bonds, which items of expense shall include, but not be limited to, printing costs, costs of reproducing and binding documents, closing costs, filing and recording fees, initial fees, expenses and charges of the Fiscal Agent, including its first annual administration fee, and expenses and fees of counsel to the Fiscal Agent, expenses incurred by the City in connection with the issuance of the Bonds, financial advisor fees, Bond (underwriter’s) discount or underwriting fee, legal fees and charges, including Bond Counsel, charges for execution, transportation and safekeeping of the Bonds and other costs, charges and fees in connection with the foregoing. “Costs of Issuance Fund” means the fund by that name established pursuant to Section 3.05(A) hereof.
“DTC” means the Depository Trust Company, and its successors and assigns. “Debt Service” means the scheduled amount of interest and amortization of principal payable on the Bonds during the period of computation, excluding amounts scheduled during such period which relate to principal which has been retired before the beginning of such period. “Depository” means (i) initially, DTC, and (ii) any other Securities Depository acting as Depository pursuant to Section 2.12.
“District” means the City of Roseville Torrente at Sierra Vista Community Facilities District No. 1 (Public Facilities) formed pursuant to the Resolution of Formation. “Fair Market Value” means the price at which a willing buyer would purchase the investment from a willing seller in a bona fide, arm’s length transaction (determined as of the date the contract to purchase or sell the investment becomes binding) if the investment is traded on an established securities market (within the meaning of Section 1273 of the Code) and, otherwise, the term “Fair Market Value” means the acquisition price in a bona fide arm’s length transaction (as referenced above) if (i) the investment is a certificate of deposit that is acquired in accordance with applicable regulations under the Code, (ii) the investment is an agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for example, a guaranteed investment contract, a forward supply contract or other investment agreement) that is acquired in accordance with applicable regulations under the Code, (iii) the investment is a United States Treasury Security—State and Local Government Series that is acquired in accordance with applicable regulations of the United States Bureau of Public Debt, or (iv) the investment is the Local Agency Investment Fund of the State of California, but only if at all times during which the investment is held its yield is reasonably expected to be equal to or greater than the yield on a reasonably comparable direct obligation of the United States. “Federal Securities” means any of the following which are non-callable and which at the time of investment are legal investments under the laws of the State of California for funds held by the Fiscal Agent (the Fiscal Agent entitled to rely upon investment direction from the City as a certification that such investment constitutes a legal investment):
(i) Direct general obligations of the United States of America (including obligations issued or held in book-entry form on the books of the United States Department 5 of the Treasury) and obligations, the payment of principal of and interest on which are directly or indirectly guaranteed by the United States of America, including, without limitation, such of the foregoing which are commonly referred to as “stripped” obligations and coupons; or
(ii) Any of the following obligations of the following agencies of the United States of America: (a) direct obligations of the Export-Import Bank, (b) certificates of beneficial ownership issued by the Farmers Home Administration, (c) participation certificates issued by the General Services Administration, (d) mortgage-backed bonds or pass-through obligations issued and guaranteed by the Government National Mortgage Association, (e) project notes issued by the United States Department of Housing and Urban Development, and (f) public housing notes and bonds guaranteed by the United States of America.
“Fiscal Agent” means the Fiscal Agent appointed by the City and acting as an independent fiscal agent with the duties and powers herein provided, its successors and assigns, and any other corporation or association which may at any time be substituted in its place, as provided in Section 7.01.
“Fiscal Year” means the twelve-month period extending from July 1 in a calendar year to June 30 of the succeeding year, both dates inclusive.
“Improvement Fund” means the fund by that name established pursuant to Section 3.04(A).
“Information Services” means “EMMA” or the “Electronic Municipal Market Access” system of the Municipal Securities Rulemaking Board; or, in accordance with then-current guidelines of the Securities and Exchange Commission, such other services providing information with respect to called bonds as the City may designate in an Officer’s Certificate delivered to the Fiscal Agent.
“Interest Payment Dates” means March 1 and September 1 of each year, commencing March 1, 2024.
“Maximum Annual Debt Service” means, for each series of Outstanding Bonds, the largest Annual Debt Service for any Bond Year after the calculation is made through the final maturity date of the respective series of Outstanding Bonds. “Officer’s Certificate” means a written certificate of the City signed by an Authorized Officer of the City.
“Ordinance” means any ordinance of the City levying the Special Taxes. “Original Purchaser” means, with respect to each series of Bonds, the first purchaser of such Bonds from the City.
“Other Mello-Roos Bonds” has the meaning given that term in Section 5.17. “Outstanding,” when used as of any particular time with reference to Bonds, means (subject to the provisions of Section 8.04) all Bonds except (i) Bonds theretofore canceled by the Fiscal Agent or surrendered to the Fiscal Agent for cancellation; (ii) Bonds paid or deemed 6 to have been paid within the meaning of Section 9.03; and (iii) Bonds in lieu of or in substitution for which other Bonds shall have been authorized, executed, issued and delivered by the City pursuant to the Agreement or any Supplemental Agreement. “Owner” or “Bondowner” means any person who shall be the registered owner of any Outstanding Bond.
“Participating Underwriter” shall have the meaning ascribed thereto in the Continuing Disclosure Certificate.
“Permitted Investments” means any of the following, to the extent that they are lawful investments for City funds at the time of investment, and are acquired at Fair Market Value (the Fiscal Agent is entitled to rely upon investment direction from the City as a certification that such investment constitutes a legal investment):
(i) Federal Securities;
(ii) any of following obligations of federal agencies not guaranteed by the United States of America: (a) debentures issued by the Federal Housing Administration; (b) participation certificates or senior debt obligations of the Federal Home Loan Mortgage Corporation or Farm Credit Banks (consisting of Federal Land Banks, Federal Intermediate Credit Banks or Banks for Cooperatives); (c) bonds or debentures of the Federal Home Loan Bank Board established under the Federal Home Loan Bank Act, bonds of any federal home loan bank established under said act and stocks, bonds, debentures, participations and other obligations of or issued by the Federal National Mortgage Association, the Student Loan Marketing Association, the Government National Mortgage Association and the Federal Home Loan Mortgage Corporation; and (d) bonds, notes or other obligations issued or assumed by the International Bank for Reconstruction and Development;
(iii) interest-bearing demand or time deposits (including certificates of deposit) in federal or State of California chartered banks (including the Fiscal Agent and its affiliates), provided that (a) in the case of a savings and loan association, such demand or time deposits shall be fully insured by the Federal Deposit Insurance Corporation, or the unsecured obligations of such savings and loan association shall be rated in one of the top two rating categories by a nationally recognized rating service, and (b) in the case of a bank, such demand or time deposits shall be fully insured by the Federal Deposit Insurance Corporation, or the unsecured obligations of such bank (or the unsecured obligations of the parent bank holding company of which such bank is the lead bank) shall be rated in one of the top two rating categories by a nationally recognized rating service;
(iv) repurchase agreements with a registered broker/dealer subject to the Securities Investors Protection Corporation Liquidation in the event of insolvency, or any commercial bank provided that: (a) the unsecured obligations of such bank shall be rated in one of the top two rating categories by a nationally recognized rating service, or such bank shall be the lead bank of a banking holding company whose unsecured obligations are rated in one of the top two rating categories by a nationally recognized rating service; (b) the most recent reported combined capital, surplus an undivided profits of such bank shall be not less than $100 million; (c) the repurchase obligation under any such repurchase obligation shall be required to be performed in not more than thirty (30) days; 7 (d) the entity holding such securities as described in clause (c) shall have a pledged first security interest therein for the benefit of the Fiscal Agent under the California Commercial Code or pursuant to the book-entry procedures described by 31 C.F.R. 306.1 et seq. or 31 C.F.R. 350.0 et seq. and are rated in one of the top two rating categories by a nationally recognized rating service;
(v) bankers’ acceptances endorsed and guaranteed by banks described in clause (iv) above;
(vi) obligations, the interest on which is exempt from federal income taxation under Section 103 of the Code and which are rated in the one of the top two rating categories by a nationally recognized rating service;
(vii) money market funds which invest solely in Federal Securities or in obligations described in the preceding clause (ii) of this definition, or money market funds which are rated in the highest rating category by Standard & Poor’s Ratings Services or Moody’s Investor Service, including such funds for which the Fiscal Agent, its affiliates or subsidiaries provide investment advisory or other management services or for which the Fiscal Agent or an affiliate of the Fiscal Agent serves as investment administrator, shareholder servicing agent, and/or custodian or subcustodian, notwithstanding that (a) the Fiscal Agent or an affiliate of the Fiscal Agent receives and retains a fee for services provided to the fund, (b) the Fiscal Agent collects fees for services rendered pursuant to this Agreement, which fees are separate from the fees received from such funds, and (c) services performed for such funds and pursuant to this Agreement may at times duplicate those provided to such funds by the Fiscal Agent or an affiliate of the Fiscal Agent; (viii) units of a taxable government money market portfolio comprised solely of obligations listed in (i) and (iv) above, such funds for which the Fiscal Agent, its affiliates or subsidiaries provide investment advisory or other management services or for which the Fiscal Agent or an affiliate of the Fiscal Agent serves as investment administrator, shareholder servicing agent, and/or custodian or subcustodian, notwithstanding that (a) the Fiscal Agent or an affiliate of the Fiscal Agent receives and retains a fee for services provided to the fund, (b) the Fiscal Agent collects fees for services rendered pursuant to this Agreement, which fees are separate from the fees received from such funds, and (c) services performed for such funds and pursuant to this Agreement may at times duplicate those provided to such funds by the Fiscal Agent or an affiliate of the Fiscal Agent; (ix) any investment which is a legal investment for proceeds of the Bonds at the time of the execution of such agreement, and which investment is made pursuant to an agreement between the City or the Fiscal Agent or any successor Fiscal Agent and a financial institution or governmental body whose long term debt obligations are rated in one of the top two rating categories by a nationally recognized rating service; (x) commercial paper which at the time of purchase is of “prime” quality of the highest ranking or of the highest letter and numerical rating as provided for by Moody’s Investors Service, or Standard and Poor’s Corporation, of issuing corporations that are organized and operating within the United States and having total assets in excess of five hundred million dollars ($500,000,000) and having an “AA” or higher rating for the issuer’s debentures, other than commercial paper, as provided for by Moody’s Investors Service or Standard and Poor’s Corporation, and provided that purchases of eligible commercial 8 paper may not exceed 180 days maturity nor represent more than 10 percent of the outstanding paper of an issuing corporation;
(xi) any general obligation of a bank or insurance company whose long term debt obligations are rated in one of the two highest rating categories of a national rating service;
(xii) shares in a common law trust established pursuant to Title 1, Division 7, Charter 5 of the Government Code of the State which invests exclusively in investments permitted by Section 53635 of Title 5, Division 2, Chapter 4 of the Government Code of the State, as it may be amended;
(xiii) shares in the California Asset Management Program; or (xiii) the Local Agency Investment Fund established pursuant to Section 16429.1 of the Government Code of the State of California, provided, however, that the Fiscal Agent shall be permitted to make investments and withdrawals in its own name and the Fiscal Agent may restrict investments in the such fund if necessary to keep moneys available for the purposes of this Fiscal Agent Agreement. (xiv) any other lawful investment for City funds.
“Prepayment” means moneys received by the City from the prepayment of Special Taxes as provided in the Special Tax Formula.
“Prepayment Account” means the account within the Bond Fund by that name established pursuant to Section 4.02(A).
“Principal Office” means the designated corporate trust office of the Fiscal Agent at which at any time its corporate trust business shall be administered set forth in Section 9.06, or such other or additional offices as may be designated by the Fiscal Agent by notice from time to time to the City and the Owners, or the designated corporate trust office of a successor Fiscal Agent, or such other or additional offices as may be designated by such successor Fiscal Agent by notice from time to time to the City and the Owners.
“Project” means the acquisition and/or construction of the authorized facilities for the District described in the Resolution of Formation, including Administrative Expenses related thereto.
“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: (i) the long-term credit rating of such bank or insurance company is rated in the top two categories (without regard to modifier) by S&P or Moody’s at the time of issuance; (ii) such letter of credit or surety bond has a term of at least 12 months; (iii) 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 (iv) 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 9 Agreement. A change in the rating of the provider of a Qualified Reserve Fund Credit Instrument shall have no impact.
“Record Date” means the 15th day of the month next preceding the month of the applicable Interest Payment Date whether or not such day is a Business Day. “Regulations” means temporary and permanent regulations promulgated under the Code. “Reserve Fund” means the fund by that name established pursuant to Section 4.03(A). “Reserve Requirement” means, with respect to any series of Bonds, the least of (i) 125% of the average Annual Debt Service with respect to the applicable series of Bonds; (ii) Maximum Annual Debt Service with respect to the applicable series of Bonds; and (iii) 10% of the original principal amount of the applicable series of Bonds (or, if the applicable series of Bonds has more than a de minimis amount of original issue discount or premium, 10% of the issue price of such series of Bonds); provided, that—
(a) the Reserve Requirement for the 2023 Bonds shall not increase after the date of issuance of the 2023 Bonds;
(b) in no event shall the City be obligated to deposit an amount in any reserve account 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 in accordance with Section 4.03(A).
“Resolution” means Resolution No. 23-_____ adopted by the City Council of the City on ___________, 2023, which resolution, among other matters, authorized the issuance of the Bonds.
“Resolution of Formation” means Resolution No. 21-442, adopted by the City Council of the City on November 3, 2021, establishing the District. “Securities Depositories” means DTC; and, in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and/or such other securities depositories as the City may designate in an Officer’s Certificate delivered to the Fiscal Agent. “Special Tax Formula” means the “Rate, Method of Apportionment, and Manner of Collection of Special Tax for City of Roseville Torrente at Sierra Vista Community Facilities District No. 1 (Public Facilities),” approved by the qualified electors in the District on November 3, 2021, and as it may be amended in the future.
“Special Tax Fund” means the fund by that name established by Section 3.03(A) hereof. “Special Tax Revenues” means the proceeds of the Special Taxes received by the City, including all scheduled payments and delinquent payments thereof, interest thereon and 10 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 shall not include any interest in excess of the interest due on the Bonds or any penalties collected in connection with any such foreclosure.
“Special Taxes” means the “Facilities Special Tax” (as defined in the Special Tax Formula) levied within the District pursuant to the Act, the Ordinance, and this Agreement. For clarity, the “Maintenance Special Tax” (as defined in the Special Tax Formula) is not included in this definition of “Special Taxes” and does not constitute security for the repayment of the Bonds. “Supplemental Agreement” means an agreement the execution of which is authorized by a resolution which has been duly adopted by the City under the Act and which agreement is amendatory of or supplemental to this Agreement, but only if and to the extent that such agreement is specifically authorized hereunder.
“Term 2023 Bonds” means the 2023 Bonds maturing on September 1, 20___, September 1, 20___, September 1, 20___, September 1, 20___, and September 1, 20___. 11 ARTICLE II
THE 2023 BONDS
Section 2.01. Principal Amount; Designation. The 2023 Bonds in the aggregate principal amount of $___________ are hereby authorized to be issued by the City for the District under and subject to the terms of the Resolution and this Agreement, the Act and other applicable laws of the State of California. The 2023 Bonds shall be designated the “City of Roseville Torrente at Sierra Vista Community Facilities District No. 1 (Public Facilities) Special Tax Bonds Series 2023.”
Section 2.02. Terms of the 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. The 2023 Bonds shall be lettered and numbered in a customary manner as determined by the Fiscal Agent.
(B) Date of the 2023 Bonds. The 2023 Bonds shall be dated the Closing Date. (C) CUSIP Identification Numbers. “CUSIP” identification numbers shall be imprinted on the 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 Bonds, notice or elsewhere, and any such notice may state that no representation is made as to the correctness of such numbers either as printed on the 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 Bonds, and any such redemption shall not be affected by any defect in or omission of such numbers. The District will promptly notify the Fiscal Agent in writing of any change in the CUSIP numbers. (D) Maturities. 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†
(______)
12 (E) Interest. The 2023 Bonds shall bear interest at the rates set forth above payable on the Interest Payment Dates in each year. Interest shall be calculated on the basis of a 360-day year composed of twelve 30-day months. Each 2023 Bond shall 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 shall 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 shall 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 shall bear interest from the Closing Date; provided, however, that if at the time of authentication of a 2023 Bond, interest is in default thereon, such 2023 Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon. (F) Method of Payment. 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 the Interest Payment Dates by first class mail to the Owner thereof at such Owner’s address as it appears on the registration books maintained by the Fiscal Agent at the close of business on 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 shall be made by wire transfer or such other method acceptable to the Fiscal Agent to the Depository. The principal of the 2023 Bonds and any premium on the 2023 Bonds are payable in lawful money of the United States of America upon surrender of the 2023 Bonds at the Principal Office of the Fiscal Agent. All 2023 Bonds paid by the Fiscal Agent pursuant to this Section shall be cancelled by the Fiscal Agent. The Fiscal Agent shall dispose of the cancelled 2023 Bonds and issue a certificate of disposal thereof to the City at the written request of the City.

Section 2.03. Redemption.
(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:
13 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
(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:

Redemption Dates Redemption Price
Interest Payment Dates 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 Interest Payment Dates thereafter 100 (iii) Mandatory Sinking Fund Redemption. The Term 2023 Bonds maturing 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___, 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
14 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
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 Section 2.03(A)(i) or (ii) above. In the event of a redemption pursuant to Section 2.03(A)(i) or (ii), 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 2.03, 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 Section 2.03(A)(i) and (ii) not less than 60 days prior to the applicable redemption date. (C) Redemption Procedure by Fiscal Agent; Rescission. The Fiscal Agent shall, at the expense of the District, 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 Owners of any 2023 Bonds designated for redemption, at their addresses appearing on the 2023 Bond registration books in the Principal Office of the Fiscal Agent; but such mailing shall not be a condition precedent to such redemption and failure to mail or to receive any such notice, or any defect therein, shall not affect the validity of the proceedings for the redemption of such 2023 Bonds.
15 Such notice shall 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, shall designate the CUSIP numbers and 2023 Bond numbers of the 2023 Bonds to be redeemed by giving the individual CUSIP number and 2023 Bond number of each 2023 Bond to be redeemed or shall state that all 2023 Bonds between two stated 2023 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, shall state as to any 2023 Bond called in part the principal amount thereof to be redeemed, and shall require that such 2023 Bonds be then surrendered at the Principal Office of the Fiscal Agent for redemption at the said redemption price, and shall state that further interest on such 2023 Bonds will not accrue from and after the redemption date.

Upon the payment of the redemption price of 2023 Bonds being redeemed, each check or other transfer of funds issued for such purpose shall, to the extent practicable, bear the CUSIP number identifying, by issue and maturity, the 2023 Bonds being redeemed with the proceeds of such check or other transfer.

The City has the right to rescind any notice of the redemption of 2023 Bonds under Section 2.03(A)(i) by written notice to the Fiscal Agent on or prior to two Business Days prior the date fixed for redemption. Any notice of redemption shall be cancelled and annulled if for any reason funds will not be or are not available on the date fixed for redemption for the payment in full of the 2023 Bonds then called for redemption, and such cancellation shall not constitute an event of default. The City and the Fiscal Agent have no liability to the Owners or any other party related to or arising from such rescission of redemption. The Fiscal Agent, at the expense of the District, shall mail notice of such rescission of redemption in the same manner as the original notice of redemption was sent under this Section.

Whenever provision is made in this Agreement for the redemption of less than all of the 2023 Bonds of any maturity, the Fiscal Agent shall 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 shall deem appropriate that results in relatively uniform debt service.

Upon surrender of 2023 Bonds redeemed in part only, the City shall execute, and the Fiscal Agent shall authenticate and deliver, to the Owner, at the expense of the City, a new 2023 Bond or 2023 Bonds, of the same series and maturity, of authorized denominations in an aggregate principal amount equal to the unredeemed portion of the 2023 Bond or 2023 Bonds. (D) 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 shall have been deposited in the Bond Fund, such 2023 Bonds so called shall cease to be entitled to any benefit under this Agreement other than the right to receive payment of the redemption price, and no interest shall accrue thereon on or after the redemption date specified in such notice.

All 2023 Bonds redeemed and purchased by the Fiscal Agent pursuant to this Section shall be canceled by the Fiscal Agent. The Fiscal Agent dispose of destroy the cancelled 2023 Bonds in accordance with the then-customary procedures and issue a certificate of disposal thereof to the City at the City’s written request.

Section 2.04. Form of 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 forms, respectively, set forth in Exhibit A attached hereto and by this reference incorporated herein, with 16 necessary or appropriate variations, omissions and insertions, as permitted or required by this Agreement, the Resolution and the Act.

Section 2.05. Execution of Bonds. The 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 Bond ceases to be such officer before delivery of the Bonds to the Owner, such signature shall nevertheless be as effective as if the officer had remained in office until the delivery of the Bonds to the Owner. Any Bond may be signed and attested on behalf of the City by such persons as at the actual date of the execution of such Bond shall be the proper officers of the City although at the nominal date of such Bond any such person shall not have been such officer of the City.

Only such Bonds as shall bear thereon a certificate of authentication in substantially the form set forth in Exhibit A, 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 authentication of the Fiscal Agent shall be conclusive evidence that the Bonds registered hereunder have been duly authenticated, registered and delivered hereunder and are entitled to the benefits of this Agreement.

Section 2.06. Transfer of Bonds. Any Bond may, in accordance with its terms, be transferred, upon the books required to be kept pursuant to the provisions of Section 2.08 by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a duly written instrument of transfer in a form acceptable to the Fiscal Agent. The cost for any services rendered or any expenses incurred by the Fiscal Agent in connection with any such transfer shall be paid by the City. The Fiscal Agent shall collect from the Owner requesting such transfer any tax or other governmental charge required to be paid with respect to such transfer.

Whenever any Bond or Bonds shall be surrendered for transfer, the City shall execute and the Fiscal Agent shall authenticate and deliver a new Bond or Bonds, for a like aggregate principal amount of Bonds of authorized denominations and of the same maturity.

No transfers of Bonds 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.

Prior to any transfer of the Bonds outside the book-entry system (including, but not limited to, the initial transfer outside the book-entry system) the transferor shall provide or cause to be provided to the Fiscal Agent all information necessary to allow the Fiscal Agent to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045, as amended. The Fiscal Agent shall conclusively rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such information or any liability resulting from its reliance on such information.

The Fiscal Agent shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Agreement or under applicable law with respect to any transfer of any interest in any Bond (including any transfers between or among DTC Participants or Beneficial Owners of interests in any Bond) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, 17 and to do so if and when expressly required by the terms of, this Agreement, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Section 2.07. Exchange of Bonds. Bonds may be exchanged at the Principal Office of the Fiscal Agent for a like aggregate principal amount of 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 exchange shall be paid by the City. The Fiscal Agent shall collect from the Owner requesting such exchange any tax or other governmental charge required to be paid with respect to such exchange.

No exchanges of Bonds 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.

Section 2.08. Bond Register. The Fiscal Agent will keep or cause to be kept, at its Principal Office, sufficient books for the registration and transfer of the Bonds (the “Bond Register”), which books shall show the series number, date, amount, rate of interest and Owner of each Bond and shall at all times be open to inspection by the City during regular business hours upon reasonable notice; and, upon presentation for such purpose, the Fiscal Agent shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on said books, the ownership of the Bonds as hereinbefore provided.

Section 2.09. Temporary Bonds. The Bonds may be initially issued in temporary form exchangeable for definitive Bonds when ready for delivery. The temporary Bonds may be printed, lithographed or typewritten, shall be of such denominations as may be determined by the City, and may contain such reference to any of the provisions of this Agreement as may be appropriate.

Every temporary Bond shall be executed by the City upon the same conditions and in substantially the same manner as the definitive Bonds. If the City issues temporary Bonds it will execute and furnish definitive Bonds without delay and thereupon the temporary Bonds shall be surrendered, for cancellation, in exchange for the definitive Bonds at the Principal Office of the Fiscal Agent or at such other location as the Fiscal Agent shall designate, and the Fiscal Agent shall authenticate and deliver in exchange for such temporary Bonds an equal aggregate principal amount of definitive Bonds of authorized denominations. Until so exchanged, the temporary bonds shall be entitled to the same benefits under this Agreement as definitive Bonds authenticated and delivered hereunder.

Section 2.10. Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond shall become mutilated, the City shall execute, and the Fiscal Agent shall authenticate and deliver, a new Bond of like tenor and principal amount in exchange and substitution for the Bond so mutilated, but only upon surrender to the Fiscal Agent of the Bond so mutilated. Every mutilated Bond so surrendered to the Fiscal Agent shall be canceled by it and disposed of by the Fiscal Agent in accordance with its then-customary procedures, who shall deliver a certificate of disposal thereof to the City at the City’s written request. If any Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Fiscal Agent and, if such evidence be satisfactory to it and indemnity for the Fiscal Agent and the City satisfactory to the Fiscal Agent and the City shall be given, the City shall execute, and the Fiscal Agent shall authenticate and deliver, a new Bond of like tenor and principal amount in lieu of and in substitution for the Bond so lost, destroyed or stolen. The City or Fiscal Agent, as applicable, may require payment of a sum not exceeding the actual cost of preparing each new Bond delivered under this Section and of the fees expenses which may be incurred by the City or the Fiscal Agent, as applicable, for the preparation, execution, authentication and delivery. Any Bond delivered under the provisions of 18 this Section in lieu of any Bond alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the City whether or not the Bond so alleged to be lost, destroyed or stolen is at any time enforceable by anyone, and shall be equally and proportionately entitled to the benefits of this Agreement with all other Bonds issued pursuant to this Agreement.

Section 2.11. Limited Obligation. All obligations of the City under this Agreement and the Bonds shall be special obligations of the City, payable solely from the Special Tax Revenues and the funds pledged therefore hereunder. Neither the full faith and credit nor the taxing power of the City (except to the limited extent set forth herein) or the State of California or any political subdivision thereof is pledged to the payment of the Bonds.

Section 2.12. Book-Entry Only System. DTC shall act as the initial Depository for the Bonds. One Bond for each maturity of the Bonds shall be initially executed, authenticated, and delivered as set forth herein as a separate fully registered certificate (in printed or typewritten form). Upon initial execution, authentication, and delivery, the ownership of the Bonds shall be registered in the Bond Register kept by the Fiscal Agent for the Bonds in the name of Cede & Co, as nominee of DTC or such nominee as DTC shall appoint in writing.

The Authorized Officers and the Fiscal Agent are hereby authorized to take any and all actions as may be necessary and not inconsistent with this Agreement to qualify the Bonds for the Depository’s book-entry system, including the execution of the Depository’s required representation letter.

With respect to Bonds registered in the Bond Register in the name of Cede & Co, as nominee of DTC, the Fiscal Agent shall not have any responsibility or obligation to any broker-dealer, bank, or other financial institution for which DTC holds Bonds as Depository from time to time (the “DTC Participants”) or to any person for which a DTC Participant acquires an interest in the Bonds (the “Beneficial Owners”). Without limiting the immediately preceding sentence, the Fiscal Agent shall not have any responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co, or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant, any Beneficial Owner, or any other person, other than DTC, of any notice with respect to the Bonds, including any notice of redemption or mandatory tender, (iii) the selection by the Depository of the beneficial interests in the Bonds to be redeemed in the event the City elects to redeem the Bonds in part, (iv) the payment to any DTC Participant, any Beneficial Owner, or any other person, other than DTC, of any amount with respect to the principal of or interest on the Bonds, or (v) any consent given or other action taken by the Depository as Owner of the Bonds.

The Fiscal Agent may treat as and deem DTC to be the absolute Owner of each Bond for which DTC is acting as Depository for the purpose of payment of the principal of and interest on such Bonds, for the purpose of giving notices of prepayment and other matters with respect to such Bonds, for the purpose of registering transfers with respect to such Bonds, and for all purposes whatsoever. The Fiscal Agent shall pay all principal of and interest on the Bonds only to the Owners as shown on the registration books, and all such payments shall be valid and effective to fully satisfy and discharge all obligations with respect to the principal of and interest on the Bonds to the extent of the sums or sums so paid.

No person other than an Owner, as shown on the Bond Register, shall receive a physical Bond. Upon delivery by DTC to the Fiscal Agent of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the transfer 19 provisions in Section 2.06 hereof, references to “Cede & Co.” in this Section 2.12 shall refer to such new nominee of DTC.

DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the Fiscal Agent and the City during any time that the Bonds are Outstanding, and discharging its responsibilities with respect thereto under applicable law.

The City may terminate the services of DTC with respect to the Bonds if it determines that DTC is unable to discharge its responsibilities with respect to the Bonds or that continuation of the system of book-entry transfers through DTC is not in the best interest of the Beneficial Owners, and the City shall promptly mail notice of such termination to the Fiscal Agent.

Upon the termination of the services of DTC as provided in the previous paragraph, and if no substitute Depository willing to undertake the functions hereunder can be found which is willing and able to undertake such functions upon reasonable or customary terms, or if the City determines that it is in the best interest of the Beneficial Owners of the Bonds that they be able to obtain certificated Bonds, the Bonds shall no longer be restricted to being registered in the Bond Register of the Fiscal Agent in the name of Cede & Co., as nominee of DTC, but may be registered in whatever name or names the Owners shall designate at that time, in accordance with Section 2.06.

To the extent that the Beneficial Owners are designated as the transferee by the Owners, in accordance with Section 2.06, the Bonds will be delivered to such Beneficial Owners as soon as practicable.

Section 2.13. No Acceleration. The principal of the Bonds shall not be subject to acceleration hereunder. Nothing in this Section 2.13 shall in any way prohibit the prepayment or redemption of Bonds under Section 2.03 hereof, or the defeasance of the Bonds and discharge of this Agreement under Section 9.03 hereof.
20 ARTICLE III

ISSUANCE OF BONDS
Section 3.01. Issuance and Delivery of Bonds. At any time after the execution of this Agreement, the City may issue the Bonds for the District in the aggregate principal amount set forth in Section 2.01 (with respect to the 2023 Bonds) or as authorized in any Supplemental Agreement (with respect to any Additional Bonds) and deliver such 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 Bonds in accordance with the provisions of the Act, the Resolution and this Agreement, to authorize the payment of Costs of Issuance of the Bonds from the proceeds of the Bonds and to do and cause to be done any and all acts and things necessary or convenient for delivery of the Bonds to the Original Purchaser.

Section 3.02. Application of Proceeds of Sale 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, plus/less original issue premium/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:
(ii) Deposit in the 2023 Reserve Account of the Reserve Fund $________, equaling the initial amount of the Reserve Requirement for the 2023 Bonds;
(ii) Deposit in the Improvement Fund $__________;
(iii) Deposit $_______ in the 2023 Capitalized Interest Account of the Bond Fund; and
(iv) Deposit in the Costs of Issuance Fund $________.

Section 3.03. Special Tax Fund.
(A) Establishment of Special Tax Fund. There is hereby established as a separate fund to be held by the Assistant City Manager, the Torrente at Sierra Vista Community Facilities District No. 1 (Public Facilities) Special Tax Bonds Special Tax Fund (the “Special Tax Fund”), to the credit of which the City shall deposit, immediately upon receipt, all Special Tax Revenues received by the City (other than as a result of Prepayments) and any amounts required by Section 3.05(B) to be deposited in the Special Tax Fund, and within such fund, a Surplus Account, to the credit of which the City shall deposit surplus Special Tax Revenues described in Section 3.03(B) below. Moneys in the Special Tax Fund shall be held in trust by the City for the benefit of the City and the Owners of the Bonds, shall be disbursed as provided below and, pending any disbursement, shall be subject to a lien in favor of the Owners of the Bonds. (B) Disbursements. As soon as practicable after the receipt by the City of any Special Tax Revenues, other than as a result of Prepayments, or the transfer of amounts to the Special Tax Fund pursuant to the terms hereof, but no later than 10 Business Days after such receipt or transfer, the Assistant City Manager shall withdraw from the Special Tax Fund and transfer to 21 the Fiscal Agent for deposit: (i) 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 during the then-current Bond Year; (ii) in the Reserve Fund, an amount, taking into account amounts then on deposit in each reserve account within the Reserve Fund, so that the amount in the reserve accounts of the Reserve Fund equals the Reserve Requirement with respect to each series of Bonds. After the transfers under subsections (i) and (ii) have been made, the City may, on or after September 2nd of each year transfer to the Surplus Account the amount remaining in the Special Tax Fund, whereupon such moneys transferred shall be free of the pledge for payment of the Bonds.

From time to time, the City may withdraw from the Surplus Account of the Special Tax Fund amounts needed to pay Administrative Costs, costs of the Project or incidental expenses of the District authorized under the Act. Moneys in the Surplus Account may, at the City’s discretion, also be used to pay the principal of, premium, if any, and interest on the Bonds or to replenish the Reserve Fund to the amount of the Reserve Requirement.
(C) Investment. Moneys in the Special Tax Fund shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits resulting from such investment and deposit shall be retained in the Special Tax Fund to be used for the purposes thereof.

Section 3.04. Improvement Fund.
(A) Establishment of Improvement Fund. There is hereby established as a separate fund to be held by the Fiscal Agent, the Torrente at Sierra Vista Community Facilities District No. 1 (Public Facilities) Special Tax Bonds Improvement Fund (the “Improvement Fund”), to the credit of which a deposit shall be made as required by Section 3.02. Moneys in the Improvement Fund shall be held in trust and shall be disbursed as provided in subsection (B) of this Section for the payment or reimbursement of costs of the Project; provided, moneys in the Improvement Fund may also be used to pay the principal of and interest on the Bonds if available moneys in the Special Tax Fund are insufficient therefor, or to replenish draws made on the Reserve Fund, as directed in an Officer’s Certificate. 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. Prior to disbursement, amounts on deposit in the Improvement Fund shall be subject to a lien in favor of the Owners of the Bonds. (B) Procedure for Disbursement. Disbursements from the Improvement Fund shall be made by the Fiscal Agent upon receipt of an Officer’s Certificate substantially in the form of Exhibit B attached hereto which shall:
(i) set forth the amount required to be disbursed, the purpose for which the disbursement is to be made, the person to which the disbursement is to be paid and state that such disbursement is for a Project cost; and (ii) certify that no portion of the amount then being requested to be disbursed was set forth in any Officer’s Certificate previously filed requesting disbursement.

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. 22 For purposes of complying with the requirements of Section 3, the Fiscal Agent may conclusively rely and shall be protected in acting or refraining from acting upon the Officer’s Certificate signed by the authorized officer of the City. The Fiscal Agent shall not be bound to make an investigation into the facts or matters stated in any such Officer’s Certificate of the City.

The Fiscal Agent shall not be responsible for determining whether the funds on hand in the Improvement are sufficient to complete the Project. The Fiscal Agent shall not be responsible to collect lien waivers.
(C) 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. (D) 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 have been completed and that all costs of such portion of the Project and all Administrative Expenses of the District have been paid, 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 3.05. Costs of Issuance Fund.
(A) Establishment of Costs of Issuance Fund. There is hereby established as a separate fund to be held by the Fiscal Agent, the Torrente at Sierra Vista Community Facilities District No. 1 (Public Facilities) Special Tax Bonds Costs of Issuance Fund (the “Costs of Issuance Fund”), to the credit of which a deposit shall be made as required by Section 3.02.

Moneys in the Costs of Issuance Fund shall be held in trust by the Fiscal Agent and shall be disbursed as provided in subsection (B) of this Section for the payment or reimbursement of Costs of Issuance of the 2023 Bonds.
(B) Disbursement. Amounts in the Costs of Issuance Fund shall be disbursed from time to time to pay Costs of Issuance, as set forth in an Officer’s Certificate in similar form to that attached hereto as Exhibit B containing respective amounts to be paid to the designated payees, signed by an Authorized Officer or a designee thereof and delivered to the Fiscal Agent. The Fiscal Agent shall pay all Costs of Issuance of the Bonds 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 Costs of Issuance not listed on the initial Officer’s Certificate delivered to the Fiscal Agent on the Closing Date of the Bonds. 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 Costs of Issuance Fund for a period of 3 months from the Closing Date of the Bonds and then shall transfer any moneys remaining therein, including any investment earnings thereon, to the Bond Fund for payment of debt service on the 2023 Bonds. Thereafter, every invoice received by the Fiscal Agent shall be submitted to the Assistant City Manager for payment from amounts on deposit in the Special Tax Fund.
(C) Investment. Moneys in the Costs of Issuance Fund shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits resulting from said 23 investment shall be retained by the Fiscal Agent in the Costs of Issuance Fund to be used for the purposes of such fund.
24 ARTICLE IV
SPECIAL TAX REVENUES; BOND FUND AND RESERVE FUND
Section 4.01. Pledge of Special Tax Revenues and Other Amounts. 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 hereby pledged to secure the repayment of the Bonds. In addition, the 2023 Bonds shall be secured by a pledge and lien on the 2023 Reserve Account of the Reserve Fund, and each Series of Additional Bonds shall be secured by a separate reserve account established within the Reserve Fund as set forth in a Supplemental Agreement. Such pledge shall constitute a first lien on the Special Tax Revenues and said amounts. The Special Tax Revenues and all moneys deposited into such funds (except as otherwise provided herein) are hereby dedicated in their entirety to the payment of the principal of, including any mandatory sinking fund payments, and interest and any premium on, the Bonds as provided herein and in the Act until all of the Bonds have been paid and retired or until moneys or Federal Securities have been set aside irrevocably for that purpose in accordance with Section 9.03.

Amounts in the Costs of Issuance Fund for any series of Bonds are not pledged to the repayment of the Bonds. The facilities acquired with the proceeds of the Bonds are not in any way pledged to pay the Debt Service on the Bonds. Any proceeds of condemnation, destruction or other disposition of any facilities financed with the proceeds of the Bonds are not pledged to pay the Debt Service on the Bonds and are free and clear of any lien or obligation imposed hereunder.

Section 4.02. Bond Fund.
(A) Establishment of Bond Fund. There is hereby established as a separate fund to be held by the Fiscal Agent, the Torrente at Sierra Vista Community Facilities District No. 1 (Public Facilities) Special Tax Bonds Bond Fund (the “Bond Fund”), to the credit of which deposits shall be made as required by Section 3.03(B), Section 4.03 and any other amounts required to be deposited therein by this Agreement or the Act. Moneys in the Bond Fund shall be held in trust by the Fiscal Agent for the benefit of the Owners of the Bonds, shall be disbursed for the payment of the principal of, and interest and any premium on, the Bonds as provided below, and, pending such disbursement, shall be subject to a lien in favor of the Owners of the Bonds.

Within the Bond Fund there is hereby established the “Prepayment Account”, which shall be used exclusively for the administration of any prepayments of Special Taxes to assure the timely redemption of Bonds. Monies in the Prepayment Account shall be used to redeem Bonds on the redemption date specified in the notice to the Fiscal Agent given pursuant to Section 2.03(A)(ii). In the event all of the Special Taxes are prepaid in full, the Prepayment Account shall be closed.

There is also hereby created within the Bond Fund a “2023 Capitalized Interest Account” which account is hereby established for purposes of accounting for the disposition of 2023 Bonds, a portion of the proceeds of which will be deposited to such 2023 Capitalized Interest Account pursuant to Section 3.02(a). The amount deposited to the 2023 Capitalized Interest Account and any investment earnings thereon shall be used solely to make payments on the 2023 Bonds, and the amount deposited to the 2023 Capitalized Interest Account and any investment earnings thereon shall be applied solely to make payments on the 2023 Bonds on March 1, 2024 and 25 September 1, 2024. Any excess amounts therein on September 2, 2024 shall be transferred to the Special Tax Fund, and the 2023 Capitalized Interest Account shall thereupon be closed. (B) Disbursements. On each Interest Payment Date, the Fiscal Agent shall withdraw from the Bond Fund and pay to the Owners of the Bonds the principal of, and interest and any premium, then due and payable on the Bonds, including any amounts due on the Bonds by reason of the sinking payments set forth in Section 2.03(A)(iii) or any redemption of the Bonds under Section 2.03(A)(i). Amounts in the 2023 Capitalized Interest Account of the Bond Fund shall be drawn on before any other amounts in the Bond Fund.

In the event that amounts in the Bond Fund are insufficient to pay regularly scheduled payments of principal of and interest on any series of Bonds, the Fiscal Agent shall withdraw from the respective reserve account within the Reserve Fund established for such series of Bonds to the extent of any funds therein, the amount of such insufficiency, and the Fiscal Agent shall provide written notice to the Assistant City Manager of the amounts so withdrawn from the Reserve Fund. Amounts so withdrawn from the Reserve Fund shall be deposited in the Bond Fund.

If, after the foregoing transfer, there are insufficient funds in the Bond Fund to make the payments provided for to pay regularly scheduled payments of principal of and interest on the Bonds, the Fiscal Agent shall apply the available funds first to the payment of interest on the Bonds, then to the payment of principal due on the Bonds other than by reason of sinking payments, and then to payment of principal due on the Bonds by reason of sinking payments.

Any sinking payment not made as scheduled shall be added to the sinking payment to be made on the next sinking payment date.
(C) Investment. Moneys in the Bond Fund shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits resulting from such investment and deposit shall be retained in the Bond Fund to be used for the purposes of such fund. (D) Deficiency. If 10 days before any Interest Payment Date it appears to the Fiscal Agent that there is a danger of deficiency in the Bond Fund and that the Fiscal Agent may be unable to pay regularly scheduled debt service on the Bonds in a timely manner, the Fiscal Agent shall report to the Assistant City Manager such fact. The City covenants to increase the levy of the Special Taxes in the next Fiscal Year (subject to the maximum amount authorized by the Resolution of Formation) in accordance with the procedures set forth in the Act for the purpose of curing Bond Fund deficiencies.

If on any Interest Payment Date the Fiscal Agent is unable to pay principal, interest and premium, if any, due on any Interest Payment Date for the Bonds due to insufficient funds in the Bond Fund, or if funds are withdrawn from the Reserve Fund to pay principal and/or interest on the Bonds the Fiscal Agent shall notify the Assistant City Manager in writing of such fact, and the Assistant City Manager shall notify CDIAC of such fact within 10 days of such Interest Payment Date. The Fiscal Agent has no obligation under this Agreement to provide notice or disclosure to the Bondowners of insufficient funds or anticipation of deficiency in the Bond Fund.

Section 4.03. Reserve Fund.
(A) Establishment of Fund. There is hereby established as a separate fund to be held by the Fiscal Agent, the Torrente at Sierra Vista Community Facilities District No. 1 (Public Facilities) Special Tax Bonds Reserve Fund (the “Reserve Fund”), and within the Reserve Fund 26 shall be established a “2023 Reserve Account,” to the credit of which a deposit shall be made as required by Section 3.02 and deposits shall be made as provided in Section 3.03(B). 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 Fund, in whole or in part, by tendering to the Fiscal Agent: (1) a Qualified Reserve Fund Credit Instrument, and (2) in the case of a release, an opinion of Bond Counsel stating that such release will not, of itself, cause the portion of the interest on the Bonds secured thereby to become includable in gross income for purposes of federal income taxation. Upon tender of such items to the Fiscal Agent in connection with a release of cash, the Fiscal Agent will transfer such funds to the City. Prior to the expiration of any Qualified Reserve Fund Credit Instrument, if applicable, the City is obligated either to replace such Qualified Reserve Fund Credit Instrument with a new Qualified Reserve Fund Credit Instrument, or to deposit or cause to be deposited with the Fiscal Agent an amount of funds such that the funds on deposit in the Reserve Fund together with all Qualified Reserve Fund Credit Instruments held by the Fiscal Agent is at least equal to the Reserve Requirement (which funds may come from a draw by the Fiscal Agent on the Qualified Reserve Fund Credit Instrument prior to its expiration). (B) Use of Fund. Except as otherwise provided in this Section, all amounts deposited in a reserve account of the Reserve Fund shall be used and withdrawn by the Fiscal Agent solely for the purpose of making transfers to the Bond Fund in the event of any deficiency within five days prior to any Interest Payment Date in the Bond Fund of the amount required for payment of the principal of, and interest on, the respective series of Bonds on such Interest Payment Date. Whenever transfer is made from the Reserve Fund to the Bond Fund due to a deficiency in the Bond Fund, the Fiscal Agent shall provide written notice thereof to the Assistant City Manager.
(C) Transfer of Excess of Reserve Requirement. 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 (it being understood the City calculates the Reserve Requirement in accordance with the definition thereof), the Fiscal Agent shall provide written notice to the Assistant City Manager of the amount of the excess. The Assistant City Manager shall advise the Fiscal Agent in writing of the amount, if any, of any transfer required pursuant to Section 4.03(D) and 6.02 below, 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 Section 4.02; provided, that to the extent that such excess results from the prepayment of Special Taxes and redemption of Bonds as provided in an Officer’s Certificate in accordance with Section 2.03(B), such amount shall be transferred to the Prepayment Account and applied to the corresponding redemption of Bonds.
(D) Transfer for Rebate Purposes. Investment earnings on amounts in the Reserve Fund may be withdrawn from the Reserve Fund for purposes of making payment to the federal government to comply with Section 6.02.
27 (E) Transfer When Balance Exceeds Outstanding Bonds. Whenever the balance in a reserve account of the Reserve Fund exceeds the amount required to redeem or pay the Outstanding Bonds covered by such reserve account, including interest accrued to the date of payment or redemption and premium, if any, due upon redemption, and after making any transfer required under Section 4.03(D) above and upon receipt of an Officer’s Certificate directing it to do so, the Fiscal Agent shall transfer the amount in the applicable reserve account of the Reserve Fund to the Bond Fund to be applied, on the next succeeding Interest Payment Date to the payment and redemption, in accordance with Section 4.02 or 2.03 as applicable, of all such Outstanding Bonds. In the event that the amount so transferred to the Bond Fund exceeds the amount required to pay and redeem the Outstanding Bonds covered by the applicable reserve account, the balance in such reserve account shall be transferred to the City, after payment of any amounts due the Fiscal Agent hereunder, to be used for any lawful purpose of the City.

Notwithstanding the foregoing, no amounts shall be transferred from a reserve account of the Reserve Fund pursuant to this Section 4.03(E) until after the calculation, pursuant to Section 6.02, of any amounts due to the federal government following payment of the respective series of Bonds and withdrawal of any such amount under Section 4.03(D) for purposes of making such payment to the federal government, and payment of any fees and expenses due to the Fiscal Agent.
(F) Investment. Moneys in each reserve account of the Reserve Fund shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits resulting from such investment and deposit shall be retained in the applicable reserve account of the Reserve Fund to be used and disbursed as provided in this Section 4.03. 28 ARTICLE V

OTHER COVENANTS OF THE CITY
Section 5.01. Punctual Payment. The City will punctually pay or cause to be paid the principal of, and interest and any premium on, the Bonds when and as due in strict conformity with the terms of this Agreement, and it will faithfully observe and perform all of the conditions covenants and requirements of this Agreement and all Supplemental Agreements and of the Bonds.

Section 5.02. Limited Obligation. The Bonds are limited obligations of the City on behalf of the District and are payable solely from and secured solely by the Special Tax Revenues and the amounts in certain funds created hereunder as, and to the extent, set forth in Section 4.01.

Section 5.03. Extension of Time for Payment. In order to prevent any accumulation of claims for interest after maturity, the City shall not, directly or indirectly, extend or consent to the extension of the time for the payment of any claim for interest on any of the Bonds and shall not, directly or indirectly, be a party to the approval of any such arrangement by purchasing or funding said claims for interest or in any other manner. In case any such claim for interest shall be extended or funded, whether or not with the consent of the City, such claim for interest so extended or funded shall not be entitled, in case of default hereunder, to the benefits of this Agreement, except subject to the prior payment in full of the principal of all of the Bonds then Outstanding and of all claims for interest which shall not have been so extended or funded.

Section 5.04. Against Encumbrances. The City will not encumber, pledge or place any charge or lien upon any of the Special Tax Revenues or other amounts pledged to the Bonds superior to or on a parity with the pledge and lien herein created for the benefit of the Bonds, except as permitted by this Agreement.

Section 5.05. Books and Accounts. The City will keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the City, in which complete and correct entries shall be made of all transactions relating to the expenditure of amounts disbursed from the Special Tax Fund and to the Special Tax Revenues. Such books of record and accounts shall at all times during business hours be subject to the inspection of the Fiscal Agent and the Owners of not less than 10% of the principal amount of the Bonds then Outstanding, or their representatives duly authorized in writing.

The Fiscal Agent will keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the Fiscal Agent, in which complete and correct entries shall be made of all transactions relating to the expenditure of amounts disbursed from the Bond Fund, the Reserve Fund, the Improvement Fund and the Costs of Issuance Fund. Such books of record and accounts shall at all times during business hours and upon reasonable prior notice, be subject to the inspection of the City and the Owners of not less than 10% of the principal amount of the Bonds then Outstanding, or their representatives duly authorized in writing.

The Fiscal Agent may establish and maintain for so long as is necessary one or more temporary funds and accounts under this Agreement.

Section 5.06. Protection of Security and Rights of Owners. The City will preserve and protect the security of the Bonds and the rights of the Owners, and will warrant and defend their 29 rights against all claims and demands of all persons. From and after the delivery of any of the Bonds by the City, the Bonds shall be incontestable by the City.

Section 5.07. Compliance with Law; Completion of Project. The City will comply with all applicable provisions of the Act and the law in completing the acquisition and construction of the Project; provided that the City shall have no obligation to advance any funds to complete the Project in excess of the amounts available therefor in the Improvement Fund.

Section 5.08. Private Activity Bond Limitation. The City shall assure that the proceeds of the 2023 Bonds are not so used as to cause the 2023 Bonds to satisfy the private business tests of Section 141(b) of the Code or the private loan financing test of Section 141(c) of the Code.

Section 5.09. Federal Guarantee Prohibition. The City shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause any of the 2023 Bonds to be “federally guaranteed” within the meaning of Section 149(b) of the Code.

Section 5.10. Collection of Special Tax Revenues. The City shall comply with all requirements of the Act so as to assure the timely collection of Special Tax Revenues, including without limitation, the enforcement of delinquent Special Taxes.

On or within five (5) Business Days of each June 1, the Fiscal Agent shall provide the Assistant City Manager with a notice stating the amount then on deposit in the Bond Fund and the reserve accounts of the Reserve Fund. The receipt of such notice by the Assistant City Manager shall in no way affect the obligations of the Assistant City Manager under the following two paragraphs. Upon receipt of such notice, the Assistant City Manager shall ascertain the relevant parcels on which the Special Taxes are to be levied, taking into account any parcel splits during the preceding and then current year.

The City shall effect the levy of the Special Taxes each Fiscal Year in accordance with the Ordinance such that the computation of the levy is complete before the final date on which the County Auditor will accept the transmission of the Special Tax amounts for the parcels within the District for inclusion on the next secured real property tax roll. Upon the completion of the computation of the amounts of the levy, the City shall prepare or cause to be prepared, and shall transmit to the Assistant City Manager, such data as the County Auditor requires to include the levy of the Special Taxes on the next secured real property tax roll.

The City shall 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 Bond Year, including any necessary replenishment or expenditure of amounts in the Reserve Fund and an amount estimated to be sufficient to pay the Administrative Expenses during such year, all in accordance with the Special Tax Formula and the Ordinance.

In any event, the Special Taxes so levied shall not exceed the authorized amounts as provided in the proceedings pursuant to the Resolution of Formation.

The Special Taxes shall be payable and be collected in the same manner and at the same time and in the same installment as the general taxes on real property are payable, and have the same priority, become delinquent at the same times and in the same proportionate amounts and bear the same proportionate penalties and interest after delinquency as do the general taxes on real property. Notwithstanding the foregoing, the Special Taxes may be collected in such other manner as the City shall prescribe if necessary to pay the debt service on the Bonds. 30 Section 5.11. Further Assurances. The City will adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Agreement, and for the better assuring and confirming unto the Owners of the rights and benefits provided in this Agreement.

Section 5.12. No Arbitrage. The City shall not take, or permit or suffer to be taken by the Fiscal Agent or otherwise, any action with respect to the gross proceeds of the Bonds which if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the Closing Date would have caused the Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Code and Regulations.

Section 5.13. Maintenance of Tax-Exemption. The City shall take all actions necessary to assure the exclusion of interest on the Bonds from the gross income of the Owners of the Bonds to the same extent as such interest is permitted to be excluded from gross income under the Code as in effect on the date of issuance of the Bonds.

Section 5.14. Annual State Reports. The following requirements shall apply to the Bonds:
(A) Annual Reporting. Not later than October 30 of each calendar year, beginning with the October 30 first succeeding the date of the Bonds, and in each calendar year thereafter until the October 30 following the final maturity of the Bonds, the City shall prepare and supply the California Debt and Investment Advisory Commission (“CDIAC”), by mail, postage prepaid, with the information required under Section 53359.5(b) of the Act. Not later than January 1 of the year following issuance of the Bonds, and at least once a year thereafter, the Assistant City Manager shall file a report with the City Council in accordance with the requirements of Government Code Section 53411, which report shall contain: (a) the amount of Special Taxes collected and expended; and (b) if applicable, the status of the Project financed by the District.

In addition, no later than seven months after the end of the City’s fiscal year, the City shall prepare and supply to CDIAC the information required by Section 8855(k) of the Government Code. The annual reporting shall be made using such form or forms as may be prescribed by CDIAC.
(B) Other Reporting. If at any time the Fiscal Agent fails to pay principal and interest due on any scheduled payment date for the Bonds, or if funds are withdrawn from the Reserve Fund to pay principal and interest on the Bonds, the Fiscal Agent shall notify the Assistant City Manager of such failure or withdrawal in writing. An official of the City shall notify CDIAC pursuant to Government Code Section 53359.5(c) within 10 days of the occurrence of any of the following events: (i) the scheduled principal or interest on the Bonds is not paid; or (ii) a draw on the Reserve Fund to pay to pay principal and interest on the Bonds which draw causes the Reserve Fund to be reduced to an amount less than the Reserve Requirement. (C) Amendment. The reporting requirements of this Section 5.14 shall be amended from time to time, without action by the City or the Fiscal Agent, to reflect any amendments to the applicable provisions of the Government Code, including the Act. (D) Reports to Bondowners. The Assistant City Manager shall provide copies of any reports required by this Section to any Bondowner upon the written request of a Bondowner and payment by the person requesting the information of the cost of the City to photocopy and pay any postage or other delivery cost to provide the same, as determined by the Assistant City 31 Manager. The term “Bondowner” for purposes of this Section shall include any beneficial owner of the Bonds as described in Section 2.12.
(E) No Liability. None of the City and its officers, agents and employees, the Finance Director or the Fiscal Agent shall be liable for any inadvertent error in reporting the information required by this Section.

Section 5.15. Covenant to Foreclose. The City hereby covenants with and for the benefit of the Owners of the Bonds that it will annually on or before September 1 of each year review the public records of the County relating to the collection of the Special Tax in order to determine the amount of the Special Tax collected in the prior fiscal year, and if the City determines on the basis of such review that the amount so collected is deficient by more than 5% of the total amount of the Special Tax levied in the District in such Fiscal Year, it will within 30 days thereafter institute foreclosure proceedings as authorized by the Act in order to enforce the lien of the delinquent installment of the Special Tax against each separate lot or parcel of land in the District for which such installment of the Special Tax is delinquent, and will diligently prosecute and pursue such foreclosure proceedings to judgment and sale; provided, that if the City determines on the basis of such review that (a) the amount so collected is deficient by less than 5% of the total amount of the Special Tax levied in the District in such Fiscal Year, but that property owned by any single property owner in the District is delinquent by more than $3,250 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. The Treasurer or Finance Director shall notify legal counsel of any such delinquency of which it is aware, and such legal counsel shall commence, or cause to be commenced, such actions to collect such delinquencies and subsequent foreclosure proceedings in such a manner as such counsel deems appropriate.

Section 5.16. Continuing Disclosure to Owners. The City hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate.

Notwithstanding any other provision of this Agreement, failure of the City to comply with the Continuing Disclosure Certificate shall not be considered a default hereunder; provided, any Participating Underwriter or any holder or beneficial owner of the Bonds may take such actions as may be necessary and appropriate to compel performance by the City of its obligations thereunder, including seeking mandate or specific performance by court order.

Section 5.17. Additional Bonds.
(A) Issuance of Additional Bonds. In addition to the 2023 Bonds, the City may, by a Supplemental Agreement, authorize the issuance of one or more additional series of special tax bonds (the “Additional Bonds”), payable from Special Taxes and secured by the Special Tax Revenues and other amounts pledged to the Bonds, as and to the extent set forth in Section 4.01, equally and ratably with 2023 Bonds, and the City may issue, and the Fiscal Agent may authenticate and deliver to the purchaser thereof, such Additional Bonds in the principal amount as shall be determined by the City, subject to the following specific conditions, which are hereby made conditions precedent to the issuance of any such Additional Bonds:
(i) No default in the 2023 Bonds shall have occurred and then be continuing, 32 (ii) The issuance of the Additional Bonds shall have been duly authorized by the City, and not exceed the maximum bonded indebtedness authorized for the District. (iii) The Additional Bonds shall be payable as to principal on September 1 in each year in which principal becomes due, and shall be payable as to interest semiannually on March 1 and September 1.
(iv) 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. (v) After giving effect to the issuance of the Additional Bonds:
(a) For each Bond Year the Additional Bonds are Outstanding, projected Special Taxes Revenues, if levied at the maximum annual Special Tax rates per the Special Tax Formula, in each Fiscal Year are at least equal to 110% of Debt Service due in the Bond Year that begins in the corresponding Fiscal Year, as calculated by the special tax consultant to the City; and (b) The aggregate value of all parcels in the District subject to the Special Tax, including then existing improvements and any facilities to be constructed or acquired with the proceeds of the Additional Bonds, as determined by an MAI appraisal, assessed valuations shown on the then current County tax roll, or by a combination of both methods, is at least 3.00 times the sum of (1) the aggregate principal amount of all Bonds then Outstanding, plus (2) the aggregate principal amount of the Additional Bonds proposed to be issued, plus (3) the aggregate principal amount of any bonds then outstanding and payable from assessments which are a lien against property in the District, plus (4) a portion of the aggregate principal amount of all bonds issued under the Act, other than Bonds then Outstanding, payable at least partially from special taxes to be levied on parcels of land subject to the Special Tax within the District (the “Other MelloRoos 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.

Nothing in this Section or in this Agreement shall prevent or be construed to prevent the Supplemental Agreement providing for the issuance of Additional Bonds from pledging or otherwise providing, in addition to the security given or intended to be given by this Agreement, additional security for the benefit of such Additional Bonds or any portion thereof.

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. 33 Nothing in this Agreement shall be interpreted to prohibit issuance of bonds or Additional Bonds secured on a subordinate basis to the Bonds.
(B) Proceedings for Issuance of Additional Bonds. Whenever the City shall determine to issue Additional Bonds:
(i) The City shall authorize the execution of a Supplemental Agreement specifying the principal amount and prescribing the forms of the Additional Bonds and providing the terms, conditions, distinctive designation, denominations, methods of numbering, date, maturity date or dates, interest rate or rates (or the manner of determining same), interest payment dates, redemption provisions (including the amount and dates of mandatory sinking fund payments, if any), place or places of payment of principal or redemption price, if any, application of the proceeds thereof and any other provisions respecting the Additional Bonds not inconsistent with the terms of this Agreement, and
(ii) The Fiscal Agent shall receive an Officer’s Certificate stating that the requirements of Section 5.17(A) have been met.

Section 5.18. Yield of the Bonds. In determining the yield of the Bonds to comply with Section 5.12 and Section 6.02, the City will take into account redemption (including premium, if any) in advance of maturity based on the reasonable expectations of the City, as of the closing date of the Bonds, without regard to whether or not redemption moneys are received or Bonds are redeemed.
34 ARTICLE VI
INVESTMENTS; DISPOSITION OF INVESTMENT PROCEEDS;

LIABILITY OF THE CITY
Section 6.01. Deposit and Investment of Moneys in Funds. Subject in all respects to the provisions of Section 6.02, moneys in any fund or account created or established by this Agreement and held by the Fiscal Agent, shall be invested by the Fiscal Agent in Permitted Investments, as directed pursuant to an Officer’s Certificate filed (including by facsimile transmission) with the Fiscal Agent at least two (2) Business Days in advance of the making of such investments (such Officer’s Certificate to specify the particular Permitted Investment to be made). In the absence of any such Officer’s Certificate, the Fiscal Agent shall hold such moneys uninvested as cash and notify the Finance Director that it is doing so until further direction is received from the Finance Director. Subject in all respects to the provisions of Section 6.02, moneys in any fund or account created or established by this Agreement and held by the Finance Director shall be invested by the Finance Director in any lawful investments that the City may make, which by their terms mature prior to the date on which such moneys are required to be paid out hereunder. Obligations purchased as an investment of moneys in any fund shall be deemed to be part of such fund or account, subject, however, to the requirements of this Agreement for transfer of interest earnings and profits resulting from investment of amounts in funds and accounts.

The Fiscal Agent may act as principal or agent in the acquisition or disposition of any investment. The Fiscal Agent shall not incur any liability for losses, fees, taxes or other charges arising from or incurred in connection with any investments, reinvestments or liquidations of investments made pursuant to this Section and hereunder. Any losses arising from any investments made pursuant to this Section shall be offset against interest earnings and profits retained in the same fund.

Except as otherwise provided in the next sentence, all investments of amounts deposited in any fund or account created by or pursuant to this Agreement, or otherwise containing gross proceeds of the Bonds (within the meaning of Section 148 of the Code), shall be acquired, disposed of, and valued (as of the date that valuation is required by this Agreement or the Code) at Fair Market Value. Investments in funds or accounts (or portions thereof) that are subject to a yield restriction under applicable provisions of the Code and (unless valuation is undertaken at least annually) investments in the Reserve Fund shall be valued by the City at their present value (within the meaning of Section 148 of the Code). For purposes of any Fair Market Value determination hereunder, the Fiscal Agent shall be entitled to conclusively rely on an Officer’s Certificate of the City and shall be fully protected in relying thereon.

Investments in any and all funds and accounts may be commingled in a separate fund or funds for purposes of making, holding and disposing of investments, notwithstanding provisions herein for transfer to or holding in or to the credit of particular funds or accounts of amounts received or held by the Fiscal Agent or the Finance Director hereunder, provided that the Fiscal Agent or the Finance Director, as applicable, shall at all times account for such investments strictly in accordance with the funds and accounts to which they are credited and otherwise as provided in this Agreement.

The Fiscal Agent or the Finance Director, as applicable, shall sell or present for redemption, any investment security whenever it shall be necessary to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the fund or account to which 35 such investment security is credited, subject to the second paragraph of this Section, and neither the Fiscal Agent nor the Finance Director shall be liable or responsible for any loss resulting from the acquisition or disposition of such investment security in accordance herewith.

The City acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the City the right to receive brokerage confirmations of security transactions as they occur, the City specifically waives receipt of such confirmations to the extent permitted by law. The Fiscal Agent will furnish the City periodic cash transaction statements which include detail for all investment transactions made by the Fiscal Agent hereunder.

Section 6.02. Rebate of Excess Investment Earnings to the United States. The City covenants to calculate and rebate to the federal government, in accordance with the Regulations, excess investment earnings to the extent required by Section 148(f) of the Code.

The City shall notify the Fiscal Agent of any amounts determined to be due to the federal government, and the Fiscal Agent shall, upon receipt of an Officer’s Certificate of the City, withdraw such amounts from the Reserve Fund pursuant to Section 4.03(D), and pay such amounts to the federal government as directed by the Officer’s Certificate which shall comply with the requirements of the Code and the Regulations. In the event of any shortfall in amounts available to make such payments under Section 4.03(D), the Fiscal Agent shall notify the Finance Director in writing of the amount of the shortfall and the Finance Director shall make such payment from any amounts available in the Special Tax Fund. Any fees or expenses incurred by the Fiscal Agent or the City under or pursuant to this Section 6.02 shall be Administrative Expenses. The Fiscal Agent may rely conclusively and shall be fully protected from liability in conclusively relying upon the City’s determinations, calculations, opinions, directions and certifications required by this Section. The Fiscal Agent shall have no responsibility to independently make any calculation or determination or to review the City’s calculations hereunder or to confirm the adequacy or correctness of any rebate report. The Fiscal Agent shall be deemed conclusively to have complied with the provisions of this Agreement and any other agreement relating to the Bonds regarding calculation and payment of rebate if it follows the directions of the City, and it shall have no independent duty to review or enforce the City’s compliance with such rebate requirements. Except to the extent expressly herein provided, the Fiscal Agent shall in no instance be responsible or liable for the tax treatment of the Bonds, the City’s or District’s compliance with the Code, or any other tax consequences in connection with the Bonds.

In order to provide for the administration of this Section 6.02, the City may provide for the employment of independent attorneys, accountants and consultants compensated on such reasonable basis as the City may deem appropriate.

Section 6.03. Limited Obligation. The City’s obligations hereunder are limited obligations of the City on behalf of the District and are payable solely from and secured solely by the Special Tax Revenues and the amounts in the Special Tax Fund, the Bond Fund and the Reserve Fund created hereunder.
36 ARTICLE VII

THE FISCAL AGENT
Section 7.01. Appointment of Fiscal Agent. U.S. Bank Trust Company, National Association, at its Principal Office, is hereby appointed Fiscal Agent for the Bonds. The Fiscal Agent undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Fiscal Agent.

Any organization or entity into which the Fiscal Agent may be merged or converted or with which it may be consolidated or any organization or entity resulting from any merger, conversion or consolidation to which it shall be a party or any organization or entity to which the Fiscal Agent may sell or transfer all or substantially all of its corporate trust business and assets as a whole or substantially as a whole, provided such company shall be eligible under the following paragraph of this Section, shall be and shall become the successor to such Fiscal Agent and will have and succeed to the rights, powers, duties, immunities and privileges as its predecessor without the execution or filing of any paper or any further act, anything herein to the contrary notwithstanding.

The City may remove the Fiscal Agent initially appointed, and any successor thereto, with 30 days’ prior notice, and may appoint a successor or successors thereto, but any such successor shall be an organization or entity having a combined capital (exclusive of borrowed capital) and surplus of at least Fifty Million Dollars ($50,000,000) including, for such purpose, the combined capital and surplus of any parent holding company, and subject to supervision or examination by federal or state authority. If such organization or entity publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purposes of this Section 7.01, combined capital and surplus of such organization or entity shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

The Fiscal Agent may at any time resign by giving written notice to the City and by giving to the Owners notice by mail of such resignation. Upon receiving notice of such resignation, the City shall promptly appoint a successor Fiscal Agent by an instrument in writing. Any resignation or removal of the Fiscal Agent shall become effective upon acceptance of appointment by the successor Fiscal Agent.

If no appointment of a successor Fiscal Agent shall be made pursuant to the foregoing provisions of this Section within thirty (30) days after the Fiscal Agent shall have given to the City written notice or after a vacancy in the office of the Fiscal Agent shall have occurred by reason of its inability to act, the Fiscal Agent, at the expense of the District, or any Bondowner may apply to any court of competent jurisdiction to appoint a successor Fiscal Agent. Said court may thereupon, after such notice, if any, as such court may deem proper, appoint a successor Fiscal Agent.

Section 7.02. Liability of Fiscal Agent. The recitals of facts, covenants and agreements herein and in the Bonds contained shall be taken as statements, covenants and agreements of the City, and the Fiscal Agent assumes no responsibility for the correctness of the same, or makes any representations as to the validity or sufficiency of this Agreement or of the Bonds, or shall incur any responsibility in respect thereof, other than in connection with the duties or obligations herein or in the Bonds assigned to or imposed upon it. The Fiscal Agent shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful 37 default. The Fiscal Agent assumes no responsibility or liability for any information, statement or recital in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance of the Bonds. All indemnifications and releases from liability granted to the Fiscal Agent hereunder shall extend to the directors, officers and employees of the Fiscal Agent. The Fiscal Agent has no liability regarding the use of the proceeds from the purchase of the Bonds deposited in funds held by the City.

In the absence of bad faith, the Fiscal Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Fiscal Agent and conforming to the requirements of this Agreement, including all Officer’s Certificates of the City meeting such requirements; but in the case of any such certificates or opinions by which any provision hereof are specifically required to be furnished to the Fiscal Agent, the Fiscal Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement. Except as provided above in this paragraph, the Fiscal Agent shall be protected and shall incur no liability in acting or proceeding, or in not acting or not proceeding, in good faith, reasonably and in accordance with the terms of this Agreement, upon any resolution, order, notice, request, consent or waiver, certificate, statement, affidavit, or other paper or document which it shall in good faith reasonably believe to be genuine and to have been adopted or signed by the proper person or to have been prepared and furnished pursuant to any provision of this Agreement, and the Fiscal Agent shall not be under any duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument.

The Fiscal Agent shall not be liable for any error of judgment made in good faith by a responsible officer unless it shall be proved that the Fiscal Agent was negligent in ascertaining the pertinent facts.

No provision of this Agreement shall require the Fiscal Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

The Fiscal Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any of the Owners pursuant to this Agreement unless such Owners shall have offered to the Fiscal Agent reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

The Fiscal Agent shall not be considered in breach of or in default in its obligations hereunder or progress in respect thereto in the event of unavoidable delay in the performance of such obligations due to unforeseeable causes beyond its control and without its fault or negligence, including, but not limited to, Acts of God or of the public enemy or terrorists, acts of a government, acts of the other party, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, earthquakes, explosion, mob violence, riot, inability to procure or general sabotage or rationing of labor, equipment, facilities, sources of energy, material or supplies in the open market, litigation or arbitration involving a party or others relating to zoning or other governmental action or inaction pertaining to the project, malicious mischief, condemnation, and unusually severe weather or delays of suppliers or subcontractors due to such causes or any similar event and/or occurrences beyond the control of the Fiscal Agent. 38 The Fiscal Agent may become the owner of the Bonds with the same rights it would have if it were not the Fiscal Agent.

The Fiscal Agent shall not be concerned with or accountable to anyone for the subsequent use or application of any moneys which shall be released or withdrawn in accordance with the provisions hereof.

The permissive right of the Fiscal Agent to do things enumerated in this Agreement shall not be construed as a duty and it shall not be answerable for other than its negligence or willful misconduct.

The Fiscal Agent may execute any of the trusts or powers hereof and perform the duties required of it hereunder either directly or by or through attorneys or agents, and shall be entitled to rely on advice of counsel concerning all matters of trust and its duty hereunder.

Section 7.03. Information. The Fiscal Agent shall provide to the City such information relating to the Bonds and the funds and accounts maintained by the Fiscal Agent hereunder as the City shall reasonably request, including but not limited to quarterly statements reporting funds held and transactions by the Fiscal Agent.

Section 7.04. Notice to Fiscal Agent. The Fiscal Agent may rely and shall be protected in acting or refraining from acting upon any Officer’s Certificate, notice, resolution, request, consent, order, certificate, report, facsimile transmission, electronic mail, warrant, Bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or proper parties and given in accordance with the requirements hereof. The Fiscal Agent may execute any of the powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Fiscal Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. The Fiscal Agent may consult with counsel, who may be counsel to the City, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith.

The Fiscal Agent shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Agreement and delivered using Electronic Means by an Authorized Officer (or his or her designee) (“Electronic Means” shall mean the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Fiscal Agent, or another method or system specified by the Fiscal Agent as available for use in connection with its services hereunder); provided, however, that the City shall provide to the Fiscal Agent an incumbency certificate for each person with the authority to provide such Instructions and containing specimen signatures of such persons, which incumbency certificate shall be amended by the City whenever a person is to be added or deleted from the listing. If the City elects to give the Fiscal Agent Instructions using Electronic Means and the Fiscal Agent in its discretion elects to act upon such Instructions, the Fiscal Agent’s understanding of such Instructions shall be deemed controlling. The City understands and agrees that the Fiscal Agent cannot determine the identity of the actual sender of such Instructions and that the Fiscal Agent shall conclusively presume that directions that purport to have been sent by an Authorized Officer (or designee) listed on the incumbency certificate provided to the Fiscal Agent have been sent by such Authorized Officer (or designee). The City shall be responsible for ensuring that only Authorized Officers (or their designees) transmit such Instructions to the Fiscal Agent and that 39 the City is solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the City. The Fiscal Agent shall not be liable for any losses, costs or expenses arising directly or indirectly from the Fiscal Agent’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The City agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Fiscal Agent, including without limitation the risk of the Fiscal Agent acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Fiscal Agent and that there may be more secure methods of transmitting Instructions than the method(s) selected by the City; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Fiscal Agent immediately upon learning of any compromise or unauthorized use of the security procedures.

The Fiscal Agent shall not be bound to recognize any person as the Owner of a Bond unless and until such Bond is submitted for inspection, if required, and his title thereto satisfactorily established, if disputed.

Whenever in the administration of its duties under this Agreement the Fiscal Agent shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of willful misconduct on the part of the Fiscal Agent, be deemed to be conclusively proved and established by a certificate of the City, and such certificate shall be full warrant to the Fiscal Agent for any action taken or suffered under the provisions of this Agreement or any Supplemental Agreement upon the faith thereof, but in its discretion the Fiscal Agent may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable.

Section 7.05. Compensation, Indemnification. The City shall pay to the Fiscal Agent from time to time reasonable compensation for all services rendered as Fiscal Agent under this Agreement, and also all reasonable expenses, charges, counsel fees and other disbursements, including those of their attorneys, agents and employees, incurred in and about the performance of their powers and duties under this Agreement, but the Fiscal Agent shall not have a lien therefor on any funds at any time held by it under this Agreement. The City further agrees, to the extent permitted by applicable law, to indemnify and save the Fiscal Agent, its officers, employees, directors and agents harmless against any costs, claims, expenses or liabilities, including, without limitation, fees and expenses of its attorneys which it may incur in the exercise and performance of its powers and duties hereunder which are not due to its negligence or willful misconduct. The obligation of the City under this Section shall survive resignation or removal of the Fiscal Agent under this Agreement and payment of the Bonds and discharge of this Agreement.
40 ARTICLE VIII

MODIFICATION OR AMENDMENT OF THIS AGREEMENT
Section 8.01. Amendments Permitted. This Agreement and the rights and obligations of the City and of the Owners of the Bonds may be modified or amended at any time by a Supplemental Agreement pursuant to the affirmative vote at a meeting of Owners, or with the written consent without a meeting, of the Owners of at least 60% in aggregate principal amount of the Bonds then Outstanding, exclusive of Bonds disqualified as provided in Section 8.04. No such modification or amendment shall, with respect to Bonds then Outstanding, (i) extend the maturity of any Bond or reduce the interest rate thereon, or otherwise alter or impair the obligation of the City to pay the principal of, and the interest and any premium on, any Bond, without the express consent of the Owner of such Bond, or (ii) permit the creation by the City of any pledge or lien upon the Special Taxes superior to or on a parity with the pledge and lien created for the benefit of the Bonds (except as otherwise permitted by the Act, the laws of the State of California or this Agreement), or reduce the percentage of Bonds required for the amendment hereof. No such amendment may modify any of the rights or obligations of the Fiscal Agent without its written consent.

This Agreement and the rights and obligations of the City and of the Owners may also be modified or amended at any time by a Supplemental Agreement, without the consent of any Owners, only to the extent permitted by law and only for any one or more of the following purposes:
(A) to add to the covenants and agreements of the City in this Agreement contained, other covenants and agreements thereafter to be observed, or to limit or surrender any right or power herein reserved to or conferred upon the City; (B) to make modifications not adversely affecting any outstanding series of Bonds in any material respect, including to effectuate the issuance of Additional Bonds in accordance with Section 5.17;
(C) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained in this Agreement, or in regard to questions arising under this Agreement, as the City and the Fiscal Agent may deem necessary or desirable, and which shall not adversely affect the rights of the Owners of the Bonds; or
(D) to make such additions, deletions or modifications as may be necessary or desirable to assure compliance with Section 148 of the Code relating to required rebate of excess investment earnings to the United States or otherwise as may be necessary to assure exclusion from gross income for federal income tax purposes of interest on the Bonds or to conform with the Regulations.

No such amendment may modify any of the rights or obligations of the Fiscal Agent without its written consent.

Section 8.02. Owners’ Meetings. The City may at any time call a meeting of the Owners.

In such event the City is authorized to fix the time and place of said meeting and to provide for the giving of notice thereof and to fix and adopt rules and regulations for the conduct of said meeting.
41 Section 8.03. Procedure for Amendment with Written Consent of Owners. The City and the Fiscal Agent may at any time enter into a Supplemental Agreement amending the provisions of the Bonds or of this Agreement or any Supplemental Agreement, to the extent that such amendment is permitted by Section 8.01, to take effect when and as provided in this Section. A copy of such Supplemental Agreement, together with a request to Owners for their consent thereto, if such consent is required under Section 8.01, shall be mailed by first class mail, at the expense of the City, by the Fiscal Agent to each Owner of Bonds Outstanding, but failure to mail copies of such Supplemental Agreement and request shall not affect the validity of the Supplemental Agreement when assented to as in this Section provided.

If consent of the Owners is required under Section 8.01, such Supplemental Agreement shall not become effective unless there shall be filed with the Fiscal Agent the written consents of the Owners of at least 60% in aggregate principal amount of the Bonds then Outstanding (exclusive of Bonds disqualified as provided in Section 8.04) and a notice shall have been mailed as hereinafter in this Section provided. Each such consent shall be effective only if accompanied by proof of ownership of the Bonds for which such consent is given, which proof shall be such as is permitted by Section 9.04. Any such consent shall be binding upon the Owner of the Bonds giving such consent and on any subsequent Owner (whether or not such subsequent Owner has notice thereof) unless such consent is revoked in writing by the Owner giving such consent or a subsequent Owner by filing such revocation with the Fiscal Agent prior to the date when the notice hereinafter in this Section provided for has been mailed.

After the Owners of the required percentage of Bonds shall have filed their consents to the Supplemental Agreement, the City shall mail a notice to the Owners in the manner hereinbefore provided in this Section for the mailing of the Supplemental Agreement, stating in substance that the Supplemental Agreement has been consented to by the Owners of the required percentage of Bonds and will be effective as provided in this Section (but failure to mail copies of said notice shall not affect the validity of the Supplemental Agreement or consents thereto). Proof of the mailing of such notice shall be filed with the Fiscal Agent. A record, consisting of the papers required by this Section 8.03 to be filed with the Fiscal Agent, shall be proof of the matters therein stated until the contrary is proved. The Supplemental Agreement shall become effective upon the filing with the Fiscal Agent of the proof of mailing of such notice, and the Supplemental Agreement shall be deemed conclusively binding (except as otherwise herein above specifically provided in this Article) upon the City and the Owners of all Bonds at the expiration of 60 days after such filing, except in the event of a final decree of a court of competent jurisdiction setting aside such consent in a legal action or equitable proceeding for such purpose commenced within such sixty-day period.

Section 8.04. Disqualified Bonds. Bonds actually known by an officer of the Fiscal Agent to be owned or held for the account of the City, excepting any pension or retirement fund, shall not be deemed Outstanding for the purpose of any vote, consent or other action or any calculation of Outstanding Bonds provided for in this Article VIII, and shall not be entitled to vote upon, consent to, or take any other action provided for in this Article VIII. The City shall provide an Officer’s Certificate to the Fiscal Agent listing those Bonds which are disqualified pursuant to this Section 8.04.

Section 8.05. Effect of Supplemental Agreement. From and after the time any Supplemental Agreement becomes effective pursuant to this Article VIII, this Agreement shall be deemed to be modified and amended in accordance therewith, the respective rights, duties and obligations under this Agreement of the City and all Owners of Bonds Outstanding shall 42 thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such Supplemental Agreement shall be deemed to be part of the terms and conditions of this Agreement for any and all purposes.

Section 8.06. Endorsement or Replacement of Bonds Issued After Amendments. The City may determine that Bonds issued and delivered after the effective date of any action taken as provided in this Article VIII shall bear a notation, by endorsement or otherwise, in form approved by the City, as to such action. In that case, upon demand of the Owner of any Bond Outstanding at such effective date and presentation of his Bond for that purpose at the Principal Office of the Fiscal Agent or at such other office as the City may select and designate for that purpose, a suitable notation shall be made on such Bond at the expense of the City. The City may determine that new Bonds, so modified as in the opinion of the City is necessary to conform to such Owners’ action, shall be prepared, executed and delivered. In that case, upon demand of the Owner of any Bonds then Outstanding, such new Bonds shall be exchanged at the Principal Office of the Fiscal Agent without cost to any Owner and at the expense of the City, for Bonds then Outstanding, upon surrender of such Bonds.

Section 8.07. Amendatory Endorsement of Bonds. The provisions of this Article VIII shall not prevent any Owner from accepting any amendment as to the particular Bonds held by him, provided that due notation thereof is made on such Bonds.

Section 8.08. Opinion of Counsel Regarding Supplemental Agreement. The Fiscal Agent shall be furnished, upon request, an opinion of counsel that any Supplemental Agreement entered into by the City and the Fiscal Agent complies with the provisions of this Article VIII, and the Fiscal Agent may conclusively rely upon such opinion. The Fiscal Agent may, but shall not be obligated to, enter into any such Supplemental Agreement which affects the Fiscal Agent's own rights, duties or immunities under this Agreement or otherwise. 43 ARTICLE IX

MISCELLANEOUS
Section 9.01. Benefits of Agreement Limited to Parties. Nothing in this Agreement expressed or implied, is intended to give to any person other than the City, the Fiscal Agent and the Owners, any right, remedy, claim under or by reason of this Agreement. Any covenants, stipulations, promises or agreements in this Agreement contained by and on behalf of the City shall be for the sole and exclusive benefit of the Owners and the Fiscal Agent.

Section 9.02. Successor is Deemed Included in All References to Predecessor.

Whenever in this Agreement or any Supplemental Agreement either the City or the Fiscal Agent is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all the covenants and agreements in this Agreement contained by or on behalf of the City or the Fiscal Agent shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not.

Section 9.03. Discharge of Agreement. If the City shall pay and discharge the entire indebtedness on all or any portion of the Bonds Outstanding in any one or more of the following ways:
(A) by well and truly paying or causing to be paid the principal of, and interest and any premium on, such Bonds Outstanding, as and when the same become due and payable;
(B) by depositing with the Fiscal Agent or other fiduciary, at or before maturity, money which, together with (in the event that all of the Bonds are to be defeased) the amounts then on deposit in the funds and accounts provided for in Sections 4.02 and

4.03, is fully sufficient to pay such Bonds Outstanding, including all principal, interest and redemption premiums; or
(C) by irrevocably depositing with the Fiscal Agent or other fiduciary, cash and Federal Securities in such amount as the City shall determine as confirmed by an independent certified public accountant will, together with the interest to accrue thereon and (in the event that all of the Bonds are to be defeased) moneys then on deposit in the fund and accounts provided for in Sections 4.02 and 4.03, be fully sufficient to pay and discharge the indebtedness on such Bonds (including all principal, interest and redemption premiums) at or before their respective maturity dates; and if such Bonds are to be redeemed prior to the maturity thereof notice of such redemption shall have been given as in this Agreement provided or provision satisfactory to the Fiscal Agent shall have been made for the giving of such notice, then, at the election of the City, and notwithstanding that any Bonds shall not have been surrendered for payment, the pledge of the Special Taxes and other funds provided for in this Agreement and all other obligations of the City under this Agreement with respect to such Bonds Outstanding shall cease and terminate, except only the obligations of the City (i) under Section 5.13 (Maintenance of Tax-Exemption) and (ii) to pay or cause to be paid to the Owners of the Bonds not so surrendered and paid all sums due thereon and all amounts owing to the Fiscal Agent pursuant to Section 7.05; and thereafter Special Taxes shall not be payable to the Fiscal Agent. Notice of such election shall be filed with the Fiscal Agent.
44 Any funds thereafter held by the Fiscal Agent upon payments of all fees and expenses of the Fiscal Agent, which are not required for said purpose, shall be paid over to the City.

Section 9.04. Execution of Documents and Proof of Ownership by Owners. Any request, declaration or other instrument which this Agreement may require or permit to be executed by Owners may be in one or more instruments of similar tenor, and shall be executed by Owners in person or by their attorneys appointed in writing.

Except as otherwise herein expressly provided, the fact and date of the execution by any Owner or his attorney of such request, consent, declaration or other instrument, or of such writing appointing such attorney, may be proved by the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state in which he purports to act, that the person signing such request, declaration or other instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer.

Except as otherwise herein expressly provided, the ownership of registered Bonds and the amount, maturity, number and date of holding the same shall be proved by the registry books.

Any request, consent, declaration or other instrument or writing of the Owner of any Bond shall bind all future Owners of such Bond in respect of anything done or suffered to be done by the City or the Fiscal Agent in good faith and in accordance therewith.

Section 9.05. Waiver of Personal Liability. No member, officer, agent or employee of the City shall be individually or personally liable for the payment of the principal of, or interest or any premium on, the Bonds; but nothing herein contained shall relieve any such member, officer, agent or employee from the performance of any official duty provided by law.

Section 9.06. Notices to and Demands on City and Fiscal Agent. Any notice or demand which by any provision of this Agreement is required or permitted to be given or served by the Fiscal Agent to or on the City may be given or served by being deposited postage prepaid in a post office letter box, by overnight courier or by electronic means (with receipt confirmed by telephone) addressed (until another address is filed by the City with the Fiscal Agent) as follows:

City of Roseville
311 Vernon Street
Roseville, California 95678
Attention: Assistant City Manager
Fax: (916) 746-1220
Any notice or demand which by any provision of this Agreement is required or permitted to be given or served by the City to or on the Fiscal Agent may be given or served by being deposited postage prepaid in a post office letter box, by overnight courier or by electronic means (with receipt confirmed by telephone) addressed (until another address is filed by the Fiscal Agent with the City) as follows:

U.S. Bank Trust Company, National Association
2222 E. Camelback Road, Suite 110
Phoenix, AZ 85016
Attention: Global Corporate Trust
45 Section 9.07. Partial Invalidity. If any Section, paragraph, sentence, clause or phrase of this Agreement shall for any reason be held illegal or unenforceable, such holding shall not affect the validity of the remaining portions of this Agreement. The City hereby declares that it would have adopted this Agreement and each and every other Section, paragraph, sentence, clause or phrase hereof and authorized the issue of the Bonds pursuant thereto irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses, or phrases of this Agreement may be held illegal, invalid or unenforceable.

Section 9.08. Unclaimed Moneys. Anything contained herein to the contrary notwithstanding, any moneys held by the Fiscal Agent in trust for the payment and discharge of the principal of, and the interest and any premium on, the Bonds which remain unclaimed for two years after the date when the payments of such principal, interest and premium have become payable, if such moneys were held by the Fiscal Agent at such date, shall be repaid by the Fiscal Agent to the City as its absolute property free from any trust, and the Fiscal Agent shall thereupon be released and discharged with respect thereto and the Owners shall look only to the City for the payment of the principal of, and interest and any premium on, such Bonds.

Section 9.09. Applicable Law. This Agreement shall be governed by and enforced in accordance with the laws of the State of California applicable to contracts made and performed in the State of California.

Section 9.10. Conflict with Act. In the event of a conflict between any provision of this Agreement with any provision of the Act as in effect on the Closing Date, the provision of the Act shall prevail over the conflicting provision of this Agreement.

Section 9.11. Conclusive Evidence of Regularity. Bonds issued pursuant to this Agreement shall constitute conclusive evidence of the regularity of all proceedings under the Act relative to their issuance and the levy of the Special Taxes.

Section 9.12. Payment on Business Day. In any case where the date of the maturity of interest or of principal (and premium, if any) of the Bonds or the date fixed for redemption of any Bonds or the date any action is to be taken pursuant to this Agreement is other than a Business Day, the payment of interest or principal (and premium, if any) or the action need not be made on such date but may be made on the next succeeding day which is a Business Day with the same force and effect as if made on the date required and no interest shall accrue for the period from and after such date.

Section 9.13. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original.

The exchange of copies of this Agreement and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Agreement as to the parties hereto and may be used in lieu of the original Agreement and signature pages for all purposes.

Section 9.14. U.S.A. Patriot Act. The City and the District acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Fiscal Agent, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Fiscal Agent. The City and the District agree that they will provide the Fiscal Agent with such information as it may request in order for the Fiscal Agent to satisfy the requirements of the U.S.A. Patriot Act.
46 [Signature Page to Fiscal Agent Agreement dated as of October 1, 2023] IN WITNESS WHEREOF, the City of Roseville has authorized the execution of this Agreement by its City Manager and attested to by its City Clerk under the authority of Resolution No. 23-_____, adopted by the Council of the City of Roseville on _______, 2023, and the Fiscal Agent has caused this Agreement to be executed.

CITY OF ROSEVILLE, a municipal corporation,
for and on behalf of the City of Roseville
Torrente 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:

CARMEL AVALOS
City Clerk
APPROVED AS TO FORM:

By:

MICHELLE SCHEIDENBERGER
City Attorney
APPROVED AS TO SUBSTANCE:

By:

DENNIS KAUFFMAN, Assistant City
Manager/Assistant City Manager
A-1

EXHIBIT A

FORM OF BOND

UNITED STATES OF AMERICA

STATE OF CALIFORNIA
No. __________ $____________

CITY OF ROSEVILLE

TORRENTE AT SIERRA VISTA
COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES)

SPECIAL TAX BONDS
SERIES 2023
INTEREST RATE: MATURITY DATE: BOND DATE: CUSIP:
% September 1, 20__ ________ __, 2023
REGISTERED OWNER: CEDE & CO.

PRINCIPAL AMOUNT: DOLLARS
The City of Roseville (the “City”) for and on behalf of the City of Roseville Torrente at Sierra Vista Community Facilities District No. 1 (Public Facilities) (the “District”), for value received, hereby promises to pay solely from the Special Tax Revenues (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, 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 the designated corporate trust office of U.S. Bank Trust Company, National Association in San Francisco, California (the “Fiscal Agent”). Interest on this Bond shall be paid by check of the Fiscal Agent mailed by first class mail on each Interest Payment Date to the Owner hereof as of the close of business on the 15th day of the month preceding the month in which the Interest Payment Date occurs whether or not such day is a Business Day (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.

This Bond is one of a duly authorized issue of bonds approved by resolutions of the City Council of the City on ________, 2023 pursuant to the Mello-Roos Community Facilities Act of A-2
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 authorized improvements for the District, and is one of the bonds designated “City of Roseville Torrente 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 October 1, 2023, by and between the City and the Fiscal Agent (the “Agreement”) 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 solely from 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:

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
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 A-3
as percentages of the principal amount of the Bonds to be redeemed), plus accrued interest thereon to the date of redemption:

Redemption Dates Redemption Price
Interest Payment Dates through March 1, 20___ 103%
September 1, 20___ and March 1, 20___ 102
September 1, 20___ and March 1, 20___ 101
September 1, 20___ and Interest Payment Dates thereafter 100 The Bonds maturing 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___, 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
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, 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 Bonds.

A-4
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 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.

A-5
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 TORRENTE AT SIERRA

VISTA COMMUNITY FACILITIES DISTRICT
NO. 1 (PUBLIC FACILITIES)
By:

Mayor
By:

City Clerk
A-6
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
A-7

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 an
eligible guarantor.

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.

B-1

EXHIBIT B
City of Roseville
Torrente at Sierra Vista Community Facilities District No. 1 (Public Facilities) Special Tax Bonds
Series 2023
OFFICER’S CERTIFICATE REQUESTING DISBURSEMENT

FROM IMPROVEMENT FUND
REQUISITION NO. _____
The undersigned hereby states and certifies that:
(i) I am an “Authorized Officer,” as such term is defined in that certain Fiscal Agent Agreement, dated as of October 1, 2023 (the “Fiscal Agent Agreement”), by and between the City and U.S. Bank Trust Company, National Association, as fiscal agent (the “Fiscal Agent”) and as such, am familiar with the facts herein certified and am authorized to certify the same;
(ii) under Section 3.04(B) of the Fiscal Agent Agreement, the undersigned hereby requests and authorizes the Fiscal Agent to disburse from the Improvement Fund established under the Fiscal Agent Agreement to each payee designated on Schedule A attached hereto and by this reference incorporated herein, the amount set forth opposite such payee, for payment or reimbursement of previous payment of a Project cost (as that term is defined in the Fiscal Agent Agreement) as described on attached Schedule A; (iii) an obligation in the stated amount has been properly incurred and each such obligation is a proper charge against the Improvement Fund and has not been subject of any previous requisition of the City requesting disbursement; (iv) there has not been filed with or served upon the City a stop notice or any other notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the money payable to the person named in this Officer’s Certificate, which has not been released or will not be released with the payment of such obligation, other than materialmen’s or mechanics’ liens accruing by mere operation of laws; and
B-2
(v) in the case of each payment made under any contract for installation or construction, insofar as such obligation was incurred for work, materials, equipment or supplies, such work was actually performed or such materials, equipment or supplies were actually installed in furtherance of the Project or delivered at the site for that purpose or delivered for storage or fabrication at a place or places approved by the City.

With respect to this requested disbursement, the City (i) certifies that it has reviewed any wire instructions set forth in such written disbursement direction to confirm such wire instructions are accurate, (ii) agrees to indemnify and hold harmless the Fiscal Agent from and against any and all claim, demand, loss, liability, or expense sustained, including but not limited to attorneys’ fees and expenses resulting directly or indirectly as a result of making the disbursement requested, and (iii) agrees that it will not seek recourse from the Fiscal Agent as a result of losses incurred by it for making the disbursement in accordance with the disbursement direction.

Dated: __________, 20__

CITY OF ROSEVILLE
By: ______________________________________
Authorized Officer
B-3

SCHEDULE A
Payee Name and Address Purpose of Obligation Amount
Jones Hall Draft of August 28, 2023
PRELIMINARY OFFICIAL STATEMENT DATED ___________, 2023

NEW ISSUE-FULL BOOK ENTRY NOT RATED
In the opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel, subject, however to certain qualifications described herein, under existing law, the interest on the 2023 Bonds is excluded from gross income for federal income tax purposes and such interest is not an item of tax preference for purposes of the federal alternative minimum tax. Interest on the 2023 Bonds may be subject to the corporate alternative minimum tax. In the further opinion of Bond Counsel, such interest is exempt from California personal income taxes.

See “TAX MATTERS” herein.
$__________*

CITY OF ROSEVILLE
TORRENTE 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 Torrente 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 October 1, 2023 (the “Fiscal Agent Agreement”) by and between the City and U.S. Bank Trust Company, National Association, as fiscal agent (the “Fiscal Agent”). The 2023 Bonds are being issued to (i) construct and acquire certain public facilities authorized for the District, (ii) provide for a deposit to a debt service reserve account for the 2023 Bonds, (iii) provide capitalized interest for debt service due on the 2023 Bonds through September 1, 2024, and (iv) pay costs of issuance of the 2023 Bonds. Interest on the 2023 Bonds is payable semiannually on March 1 and September 1 of each year, commencing March 1, 2024. The 2023 Bonds represent the first series of special tax bonds issued for the District, and the issuance of additional parity bonds in the future is contemplated, subject to the conditions set forth in the Fiscal Agent Agreement. See “THE BONDS – Authority for Issuance” and “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Future Parity Bonds.”
The 2023 Bonds are being issued as fully registered bonds, registered in the name of Cede & Co. as nominee of The Depository Trust Company (“DTC”), and will be available to ultimate purchasers in the denomination of $5,000 or any integral multiple thereof, under the book-entry system maintained by DTC. See “APPENDIX G – DTC AND THE BOOK-ENTRY ONLY SYSTEM.” The 2023 Bonds are secured by and payable from a pledge of Special Tax Revenues (as defined herein) derived from Special Taxes (as defined herein) to be levied by the City on real property within the boundaries of the District, from the proceeds of any foreclosure actions brought following a delinquency in the payment of the Special Taxes, and from amounts held in certain funds under the Fiscal Agent Agreement, all as more fully described herein. Unpaid Special Taxes do not constitute a personal indebtedness of the owners of the parcels within the District. In the event of delinquency, proceedings may be conducted only against the parcel of 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 comprises approximately 21 acres planned for 159 residential homes, consisting of 115 low-density-residential and 44 medium-density-residential units. Anthem United Torrente Homes Limited Partnership, a Washington limited partnership, is developing the land for sale to individual homeowners. As of August 10, 2023, the 5 model homes, as well as 6 production homes, were under construction, and the project was scheduled to open for sales in October 2023.

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 Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, 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 October __, 2023.
[Stifel 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
TORRENTE 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...........................................................6 THE BONDS ..................................................7 Authority for Issuance..................................7 Description of the Bonds .............................7 Redemption*................................................8 Transfer or Exchange of Bonds.................10

SECURITY AND SOURCES OF PAYMENT
FOR THE BONDS........................................11 Special Taxes............................................11 Special Tax Methodology ..........................12
Levy of Annual Special Tax; Maximum
Special Tax.............................................14 Special Tax Fund ......................................15 Delinquent Payments of Special Tax;
Covenant for Superior Court Foreclosure
................................................................15 2023 Reserve Account of the Reserve Fund
................................................................17 Improvement Fund ....................................18 Future Parity Bonds...................................19 DEBT SERVICE SCHEDULES....................21
THE SIERRA VISTA SPECIFIC PLAN ........22
THE DISTRICT.............................................23 Location and Description of the Project and
the Immediate Area ................................23

OWNERSHIP OF PROPERTY WITHIN THE
DISTRICT.....................................................29

VALUE OF PROPERTY WITHIN THE
DISTRICT.....................................................34 The Appraisal ............................................34 Value to Special Tax Burden Ratios..........35
No History of Special Tax Collections .......37
Overlapping Liens and Priority of Lien ......37
Estimated Tax Burden on Single-Family
Home......................................................39 SPECIAL RISK FACTORS...........................40
Limited Obligation of the City to Pay Debt
Service....................................................40 Concentration of Ownership......................40
Appraised Values ......................................40 Property Values and Property Development
................................................................41 Property Values and Property Development
................................................................44 FDIC/Federal Government Interests in
Properties ...............................................46 Bankruptcy and Foreclosure Delays .........46
Parity Taxes and Special Assessments;
Private Debt............................................48 Tax Delinquencies.....................................49 No Acceleration Provisions .......................50
Ballot Initiatives .........................................50 Voter Initiatives..........................................50 Pandemic Diseases...................................51
Cyber Security...........................................51 Potential Early Redemption of Bonds from
Prepayments ..........................................51

CONSTITUTIONAL LIMITATIONS ON
TAXATION AND APPROPRIATIONS..........52
CONTINUING DISCLOSURE ......................53
UNDERWRITING.........................................54 MUNICIPAL ADVISOR.................................54
LEGAL OPINION..........................................54 TAX MATTERS ............................................54 NO RATINGS...............................................56 NO LITIGATION...........................................56 EXECUTION ................................................56 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
TORRENTE 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 Torrente 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 September 15, 2021, the City Council of the City (the “City Council”), as legislative body of the District, adopted a Resolution of Intention to form the District under the MelloRoos Community Facilities Act of 1982, as amended (the “Act”), to levy a special tax and to incur bonded indebtedness for the purpose of financing the Improvements and making contributions to certain public facilities. After conducting a noticed public hearing, on November 3, 2021, the City Council adopted a Resolution of Formation (the “Resolution of Formation”), which established the District, 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 $30,000,000. On the same day, an election was held _________
* Preliminary; subject to change.
2 within the District in which the sole qualified elector in the District, The Cyril Barbaccia Irrevocable Trust, approved the proposed bonded indebtedness and the levy of the Special Tax. Subsequently, the Trust sold all the land in the District to Anthem United Torrente Homes Limited Partnership, a Washington limited partnership (the “Developer”).

Property currently in the District and subject to the Special Tax comprises approximately 21 acres planned for 159 residential homes, consisting of 115 low-density-residential (LDR) and 44 medium-density-residential (MDR) units. Anthem United Torrente Homes Limited Partnership, a Washington limited partnership, is developing the land for sale to individual homeowners. As of August 10, 2023, the 5 model homes, as well as 6 production homes, were under construction, and the project was scheduled to open for sales in October 2023. See “THE DISTRICT” and “OWNERSHIP OF PROPERTY WITHIN THE DISTRICT.”
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 October 1, 2023 (the “Fiscal Agent Agreement”) between the City and U.S. Bank Trust Company, National Association, as 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 the Developer. 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). Proceeds of the 2023 Bonds will also be deposited to a debt service reserve account for the 2023 Bonds, to provide capitalized interest for debt service due on the 2023 Bonds through September 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, 3 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 2086-87, 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 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 $30,000,000. The 2023 Bonds are the first series of special tax bonds issued under this authorization, and additional series of parity bonds are expected in the future to finance additional infrastructure improvements constructed by the Developer. In addition, the City may utilize a portion of the available authorized bond amount for the funding of certain deferred impact fees owed to the City, as described below under “– Use of Bond Authorization for Development Impact Fee Deferral Bonds.”
The District may issue additional bonds secured by Special Tax Revenues on parity with the 2023 Bonds, upon the satisfaction of certain conditions set forth in the Fiscal Agent Agreement.

Following the issuance of the 2023 Bonds in the amount of $____________*, the remaining authorized amount of indebtedness to be issued is $____________*. So long as the 2023 Bonds are outstanding, any future bonds issued for the District and secured on parity with the 2023 Bonds (herein, “Additional Bonds” and collectively with the 2023 Bonds, the “Bonds”) are required to meet certain conditions of issuance as set forth in the Fiscal Agent Agreement, and no bonds having a lien senior to the lien of the 2023 Bonds are allowed. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Future Parity Bonds.”
Use of Bond Authorization for Development Impact Fee Deferral Bonds. In connection with the approval of development in the District, the City agreed that payment of certain impact fees owed by the Developer 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 2023 Bonds have been fully paid.

The City expects to receive payment for the deferred impact fees either through continued collection _________
* Preliminary; subject to change.
4 of Special Taxes or through the issuance of future bonds after the 2023 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 2023 Bonds, a Reserve Fund (the “Reserve Fund”) is being established under the Fiscal Agent Agreement, and within the Reserve Fund separate accounts are established for each series of Bonds. At the time of issuance of the 2023 Bonds, a reserve account for the 2023 Bonds will be established within the Reserve Fund (the “2023 Reserve Account”) pursuant to the Fiscal Agent Agreement and held by the Fiscal Agent for the benefit of the 2023 Bonds. The 2023 Reserve Account is available solely for the payment of debt service on the 2023 Bonds and no other parity obligations. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS — Reserve Fund.” 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.

Appraised Value of Property. Property in the District is security for the Special Tax. The City authorized the preparation of an appraisal report for certain real property within the District, which sets forth an aggregate value of appraised taxable property in the District of $26,290,000, as of August 10, 2023 (the “Date of Value”). The valuation assumes completion of the Improvements funded by the 2023 Bonds (but not any Additional Bonds that may be issued in the future) and accounts for the impact of the lien of the Special Tax and adds the estimated bond amount to the value of property. In considering the estimates of value evidenced by the appraisal, it should be noted that the appraisal is based upon a number of standard and special assumptions, which affect the estimates as to value, in addition to the assumption of completion of the Improvements and the availability of certain of the proceeds of the 2023 Bonds to reimburse for completed Improvements.

The Improvements to be paid for with proceeds of the 2023 Bonds are now complete. See “VALUE OF PROPERTY WITHIN THE DISTRICT – The Appraisal” and APPENDIX B.

The appraised value of property in the District is approximately 3.5* times the $7,500,000* aggregate principal amount of the 2023 Bonds (there is no overlapping land-secured debt). This is an average, and individual parcels may vary widely from the average. See “VALUE OF PROPERTY WITHIN THE DISTRICT – Value to Special Tax Burden Ratios.” Development of land in the District is underway by the Developer. See “THE DISTRICT – Anticipated Development in the District” and “OWNERSHIP OF PROPERTY WITHIN THE DISTRICT.”
Risks of Investment. See the section of this Official Statement entitled “SPECIAL RISK FACTORS” for a discussion of special factors that should be considered, in addition to the other matters set forth herein, in considering the investment quality of the 2023 Bonds. In particular, no assurance can be given that the timing of construction of homes and/or sale of homes projected by the Developer in this Official Statement will be accomplished. Neither the City nor the Underwriter can predict the impact of COVID-19 or future pandemic diseases on home production and home sales activities or the willingness of owners of land in the District, including the Developer or any subsequent owners, to pay the Special Taxes securing the 2023 Bonds. See “SPECIAL RISK FACTORS – Pandemic Diseases.” 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 .
5 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. 6 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)
Deposit to Bond Fund(2)
Costs of Issuance(3)
Total $
(1) Equal to the Reserve Requirement for the 2023 Bonds. (2) Capitalized interest is being funded for the 2023 Bonds through September 1, 2024. (3) Includes fees of bond and disclosure counsel, fees, expenses and charges of the Fiscal Agent, printing costs, fees of the special tax administrator, appraiser, and municipal advisor, Underwriter’s discount, and other costs of issuance. 7 THE BONDS
Authority for Issuance
The 2023 Bonds are issued pursuant to the Fiscal Agent Agreement, the Resolution of Issuance and the Act.

On September 15, 2021, 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 November 3, 2021, the City Council adopted the Resolution of Formation, which established the District, 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 $30,000,000. On the same day, an election was held within the District in which the qualified elector in the District, the Developer, approved the proposed bonded indebtedness and the levy of the Special Tax. See “OWNERSHIP OF PROPERTY WITHIN THE DISTRICT” and APPENDIX A.

Description of the Bonds
Bond Terms. The 2023 Bonds will be dated as of and bear interest from the date of delivery thereof at the rates and mature in the amounts and years, as set forth on the cover page hereof.

The 2023 Bonds are being issued in the denomination of $5,000 or any integral multiple thereof.

Interest on the 2023 Bonds will be payable semiannually on March 1 and September 1 of each year (each an “Interest Payment Date”), commencing 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 principal designated corporate trust office of the Fiscal Agent in San Francisco, 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 bookentry 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 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 8 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 Closing 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.”
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:
__________
* Preliminary; subject to change.
9 Redemption Dates
Redemption
Price
Interest Payment Dates through and including March 1, 20__ 103% September 1, 20__ and March 1, 20__ 102
September 1, 20__ and March 1, 20__ 101
September 1, 20__ and any Interest Payment Date thereafter 100 Mandatory Sinking Fund Redemption. The Term 2023 Bonds maturing September 1, 20__ and September 1, 20__ are subject to mandatory sinking payment redemption in part on September 1, 20__ and September 1, 20__, respectively, and on each September 1 thereafter to maturity, by lot, at a redemption price equal to 100% of the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts as set forth in the following tables:

Term 2023 Bonds Maturing September 1, 20__
Mandatory
Redemption Date
(Sept. 1)
Sinking Fund
Payment
(maturity)
Term 2023 Bonds Maturing September 1, 20__
Mandatory
Redemption Date
(Sept. 1)
Sinking Fund
Payment
(maturity)
The amounts in the foregoing tables will be reduced pro rata, in order to maintain substantially uniform debt service, as a result of any prior partial optional redemption or mandatory redemption of the 2023 Bonds.

Purchase In Lieu of Redemption. In lieu of redemption, moneys in the Bond Fund may be used and withdrawn by the Fiscal Agent for purchase of Outstanding 2023 Bonds, upon the filing with the Fiscal Agent of an Officer’s Certificate requesting such purchase, at public or private sale as and when, and at such prices (including brokerage and other charges) as such Officer’s Certificate may provide, but in no event may 2023 Bonds be purchased at a price in excess of the principal amount thereof, plus interest accrued to the date of purchase.

Redemption Procedure by Fiscal Agent. The Fiscal Agent will cause notice of any redemption to be mailed by first class mail, postage prepaid, at least 20 days but not more than 60 days prior to the date fixed for redemption, to the Securities Depositories and to one or more Information Services, and to the respective Owners of any 2023 Bonds designated for redemption, at their addresses appearing on the registration books in the Principal Office of the Fiscal Agent; but such mailing is not a condition precedent to such redemption and failure to mail or to receive any 10 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 Principal Office of the Fiscal Agent for redemption at the said redemption price, and will state that further interest on such 2023 Bonds will not accrue from and after the redemption date.

The City has the right to rescind any notice of the optional redemption of 2023 Bonds and such notice may be cancelled and annulled if for any reason funds will not be or are not available on the date fixed for redemption for the payment in full of the 2023 Bonds then called for redemption.

Whenever provision is made in the Fiscal Agent Agreement for the redemption of less than all of the 2023 Bonds of any maturity, the City will select the 2023 Bonds to be redeemed, from all 2023 Bonds or such given portion thereof of such maturity by lot in any manner which the City in its sole discretion deems appropriate 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 deliver to the registered Owner, at the expense of the City, a new 2023 Bond or 2023 Bonds, of the same series and maturity, of authorized denominations in aggregate principal amount equal to the unredeemed portion of the 2023 Bond or 2023 Bonds.

Effect of Redemption. From and after the date fixed for redemption, if funds available for the payment of the principal of, and interest and any premium on, the 2023 Bonds so called for redemption are deposited in the Bond Fund, such 2023 Bonds so called will cease to be entitled to any benefit under the Fiscal Agent Agreement other than the right to receive payment of the redemption price, and no interest will accrue thereon on or after the redemption date specified in such notice.

Transfer or Exchange of Bonds
So long as the 2023 Bonds are registered in the name of Cede & Co., as nominee of DTC, transfers and exchanges of 2023 Bonds will be made in accordance with DTC procedures. See “APPENDIX G – 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 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.
11 SECURITY AND SOURCES OF PAYMENT FOR THE BONDS
Special Taxes
The Bonds (consisting of the 2023 Bonds and any Additional Bonds that may be issued in the future) are payable from and secured by proceeds of the Special Taxes received by the City, including all scheduled payments and delinquent payments thereof, interest and penalties thereon and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the Special Taxes (but excluding any interest in excess of the interest due on the Bonds or any penalties collected in connection with any such foreclosure), and net of a 1% administration charge of the County (the “Special Tax Revenues”). All of the Special Tax Revenues and all moneys deposited in the Bond Fund and, until disbursed as provided herein, in the Improvement Fund and the Special Tax Fund are pledged to secure the repayment of the Bonds. In addition, with respect to each Series of Bonds, all moneys in the applicable subaccount of the Reserve Fund for such Series is pledged to secure the repayment of the applicable Series. The Special Tax Revenues and all moneys deposited into such funds (except as otherwise provided in the Fiscal Agent Agreement) are dedicated to the payment of the principal of, including any mandatory sinking fund payments, and interest and any premium on, the Bonds as provided in the Fiscal Agent Agreement and in the Act until all of the Bonds have been paid and retired or defeased in accordance with the Fiscal Agent Agreement.

A Special Tax applicable to each taxable parcel in the District will be levied and collected according to the tax amount determined by the City Council through the application of the 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 12 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 2086-87, and a “Maintenance Special Tax” will be levied and collected beginning in the Transition Year. For the definition of “Transition Year” and other defined terms used in this “Special Tax Methodology” section, as well as 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 and, (2) to fund any foreseeable deficiency of the amount to be available for the payment of Facilities Special Taxes which are expected 13 to 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 designates 2 “original parcels,” corresponding to large lot parcels CG-1 (planned for 115 LDR lots) and CG-20 (planned for 44 MDR lots). 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 2086-87. 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 2086-87. Initial Bonding Period means the period in which Bonds are outstanding or refunded which financed 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 14 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 115 planned low-density-residential (LDR) units in the District, the Maximum Annual Facilities Special Tax for Fiscal Year 2023-24 equals $3,173 per unit, while for the 44 planned medium-density-residential (MDR) units in the District, the Maximum Annual Facilities Special Tax for Fiscal Year 2023-24 equals $2,497 per unit.

The foregoing 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 2” in such Appendix.

Annual Special Tax Levy. The Special Tax will be levied each year by calculating 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” in the District receive a levy. 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 “APPRAISAL OF PROPERTY WITHIN THE DISTRICT.” See also “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Special Tax Methodology” above. 15 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.

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 Special Tax against each separate lot or parcel of land in the District for which such installment of 16 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 $3,250 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 Bonds benefit from the Reserve Fund established pursuant to the Fiscal Agent Agreement; however, if delinquencies in the payment of the Special Taxes with respect to the Bonds are significant enough to completely deplete the Reserve Fund, there could be a default or a delay in payments of principal and interest to the owners of the Bonds pending prosecution of foreclosure proceedings and receipt by the City of the proceeds of foreclosure sales. Provided that it is not levying the Special Tax at the Maximum Annual 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 Bonds and to replenish 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.

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. 17 However, under Section 53356.6 of the Act, the District, as judgment creditor, is entitled to purchase any property sold at foreclosure using a “credit bid,” where the District could submit a bid crediting all or part of the amount required to satisfy the judgment for the delinquent amount of the Special Tax. If the District becomes the purchaser under a credit bid, the District must pay the amount of its credit bid into the redemption fund established for the Bonds, but this payment may be made up to 24 months after the date of the foreclosure sale.
2023 Reserve Account of Reserve Fund
In connection with the issuance of the 2023 Bonds, a Reserve Fund (the “Reserve Fund”) is being established under the Fiscal Agent Agreement. In addition, a reserve account for the 2023 Bonds (previously defined as the “2023 Reserve Account”) will be established within the Reserve Fund to be held by the Fiscal Agent for the benefit of the 2023 Bonds.

Upon delivery of the 2023 Bonds, the Fiscal Agent will deposit an amount of the proceeds into the 2023 Reserve Account of the Reserve Fund so that the amount therein equals the “Reserve Requirement,” which means, with respect to any series of Bonds, the least of (i) 125% of the average Annual Debt Service with respect to the applicable series of Bonds; (ii) Maximum Annual Debt Service with respect to the applicable series of Bonds; and (iii) 10% of the original principal amount of the applicable series of Bonds (or, if the applicable series of Bonds has more than a de minimis amount of original issue discount or premium, 10% of the issue price of such series of Bonds); provided, that—
(a) the Reserve Requirement for the 2023 Bonds shall not increase after the date of issuance of the 2023 Bonds;
(b) in no event shall the City be obligated to deposit an amount in any reserve fund in excess of the amount permitted by the applicable provisions of the Code to be so deposited from the proceeds of tax-exempt bonds without having to restrict the yield of any investment purchased with any portion of such deposit and, if the amount of any such deposit is so limited, the Reserve Requirement shall be only the amount of such deposit as permitted by the Code; and
(c) the City may meet all or a portion of the Reserve Requirement with respect to any series of Bonds by depositing a Qualified Reserve Fund Credit Instrument.

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

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.

Improvement Fund
Under the Fiscal Agent Agreement, there is established an Improvement Fund, which is to be held in trust by the Fiscal Agent and will be disbursed as provided in the Fiscal Agent Agreement for the payment or reimbursement of the costs of the construction and acquisition of the Improvements in accordance with the Acquisition Agreement (as described herein). Interest earnings from the investment of amounts in the Improvement Fund will be retained in the Improvement Fund to be used for the purposes of the Improvement Fund.

Upon completion of the Improvements and payment to the Developer or other entities that are due reimbursement for Improvements, the Fiscal Agent will transfer the amount, if any, remaining in the Improvement Fund to the Bond Fund for application to the payment of principal of and interest 19 on the Bonds in accordance with the Fiscal Agent Agreement, and the Improvement Fund will be closed.

Future Parity Bonds
The Resolution of Formation authorizes the issuance of up to $30,000,000 of special tax bonds for the District, of which the 2023 Bonds represent the first series. The City expects that it will, by a Supplemental Agreement, authorize the issuance of one or more additional series of Bonds (previously defined as the “Additional Bonds”) payable from Special Taxes and secured by the Special Tax Revenues on a parity with the 2023 Bonds, as development progresses in the District and upon compliance by the City with the conditions set forth in the Fiscal Agent Agreement, which include the following:
(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) The aggregate value of all parcels in the District subject to the Special Tax, including then existing improvements and any facilities to be constructed or acquired with the proceeds of the Additional Bonds, as determined by an MAI appraisal, assessed valuations shown on the then current County tax roll, or by a combination of both methods, is at least

3.00 times the sum of (1) the aggregate principal amount of all Bonds then Outstanding, plus (2) the aggregate principal amount of the Additional Bonds proposed to be issued, plus (3) the aggregate principal amount of any bonds then outstanding and payable from assessments which are a lien against property in the District, plus (4) a portion of the aggregate principal amount of all bonds issued under the Act, other than Bonds then Outstanding, payable at least partially from special taxes to be levied on parcels of land subject to the Special Tax within the District (the “Other Mello-Roos Bonds”) 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 MelloRoos 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.

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 the Developer will be deferred (referred to as the 20 “Development Impact Fee Deferral” in the Rate and Method) to allow payment of the deferred fees after the 2023 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 2023 Bonds have matured. If the City chooses to issue bonds to pay deferred impact fees, the remaining authorization will be available to be utilized by the City as a means therefor. 21 DEBT SERVICE SCHEDULES
The annual debt service on the 2023 Bonds, based on the interest rates and maturity schedule set forth on the cover of this Official Statement and assuming no early redemptions, is set forth below.

City of Roseville
Torrente at Sierra Vista Community Facilities District No. 1 (Public Facilities) Special Tax Bonds, Series 2023
Debt Service – 2023 Bonds
Year
Ending
(Sept. 1) Principal Interest Total
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
2044
2045
2046
2047
2048
2049
2050
2051
2052
2053
Total
____________
Source: Underwriter.
22 THE SIERRA VISTA SPECIFIC PLAN
The Sierra Vista Specific Plan (“SVSP”) is the primary land use, policy and regulatory document used to guide development of the project area. The Specific Plan establishes a development framework for land use, affordable housing, resource protection, circulation, utilities and services, implementation and design. The intent is to promote the systematic and orderly development of the plan area. All subsequent development projects and related activities in the SVSP area are required to be consistent with the SVSP. The SVSP implements the goals and policies of the City of Roseville General Plan and augments these goals and policies by providing specific direction to reflect conditions unique to the project and Plan Area. The General Plan serves as the long-term policy guide for the physical, economic and environmental growth of the City. The property within the District was included within the SVSP at adoption, and is a component of the SVSP. The full text of the SVSP is available on the City’s website.

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

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

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

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

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

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

Open Space - Approximately 317 acres of the SVSP are proposed as Open Space, comprising approximately 15 percent of the total project site acreage. Open Space land use and zoning is generally applied to lands that are environmentally sensitive or otherwise significant due to habitat, natural features, or man-made features. Open space corridors provide for passive recreation opportunities, preservation of significant resources, viewsheds, potential floodwater conveyance and retention, resource mitigation, wildlife 23 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. The SVSP area is statistically projected to house approximately 22,045 residents and in excess of 9,000 employees. The SVSP includes a total of 8,679 dwelling units on approximately 2,064 gross acres. Proposed land uses include a total of approximately 317 acres set aside in open space; 106 acres for dedication to parks; 71 acres of public/quasi-public uses; 190 acres of community commercial; 27 acres of business professional; and 41 acres of commercial mixed use.

THE DISTRICT
Location and Description of the District and the Immediate Area General. The Developer is developing approximately 21 acres of property into 159 residential units – 115 LDR units and 44 MDR units. The District is located in the SVSP area, which is in the northwest portion of the City. Property in the District is within the Center Joint Unified School District. The land owned by the Developer 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. See “THE SIERRA VISTA SPECIFIC PLAN” above.

Maps. Maps showing the boundary of the District are shown on the following pages. 24 [Reserved for boundary map]
25 [Aerial #1]
26 [Aerial #2]
27 Entitlements and Anticipated Development
The Developer has provided the following information with respect to entitlements and anticipated development of land in the District (the "Property"). No assurance can be given that all information is complete. No assurance can be given that development of the Property will be completed, or that it will be completed in a timely manner. Since the ownership of the parcels is subject to change, the development plans outlined below may not be continued by the subsequent owner if the parcels are sold, although development by any subsequent owner will be subject to the SVSP, the Torrente Development Agreement described herein, and the policies and requirements of the City. No assurance can be given that the plans or projections detailed below will actually occur.

Overview. As noted above, development within the District is anticipated by the Developer 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.

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 has received full land use approval, including, but not limited to, approval of Specific Plan Zoning and the Torrente Development Agreement.

The Property within the District encompasses approximately 21 acres, planned for development into 115 low density residential (LDR) units and 44 medium density residential (MDR) units. The following table shows the entitlements.

Table 1
City of Roseville
Torrente at Sierra Vista Community Facilities District No. 1 (Public Facilities) Planned Units in District
Village (Parcel) Land Use Acres Planned Units Final Maps Recordation Date
CG-1 LDR 17.47 115 December 22, 2022
CG-20 MDR 3.70 44 December 22, 2022
Totals 21.17 159
__________
Source: Developer.
28 Development Agreement
General. The Developer purchased the Property in the District from Sierra Baseline Development LLC ("Sierra Baseline"). Immediately prior to the sale to the Developer, Sierra Baseline purchased a larger amount of property from The Cyril Barbaccia Irrevocable Trust (the "Trust"). The Trust and the City were the original parties to the Development Agreement Relative to The Sierra Vista Specific Plan, dated May 19, 2010, as amended (the "Original Development Agreement"). The Original Development Agreement was entered into in accordance with Sections 65864 through 65869.5 of the California Government Code, as implemented through Article V, Chapter 19.84 of the City’s Zoning Ordinance No. 802. The Original Development Agreement relates to the entire property holdings in the SVSP, of which the Property in the District is a part. In connection with the sale of SVSP property in the District to Sierra Baseline, Sierra Baseline assumed the obligations under the Original Development Agreement.

On April 29, 2022, in the sale of the Property to the Developer, Sierra Baseline and the Developer executed a partial assignment and assumption of the Original Development Agreement whereby (i) Sierra Baseline assigned all of the rights, title, and interest in the Original Development Agreement with respect to the Property only and (ii) the Developer assumed the obligation to satisfy the conditions of approval on the tentative map for parcels CG-1 and CG-20 of the SVSP (i.e., the Property). The portion of the Original Development Agreement assigned to and assumed by the Developer with respect to the Property is referred to herein as the "Torrente Development Agreement"). The Torrente Development Agreement vests development rights, sets forth infrastructure improvements and dedication requirements, secures the timing and methods for financing improvements, and specifies other performance obligations as related to development of the Property.

Like the rest of the land within the SVSP, the Torrente Development Agreement is the primary implementation tool for the development of the Property in the District, and creates a binding contract between the City and the Developer, setting forth the needed infrastructure improvements, timing and method for financing improvements and other specific performance obligations of the City and the Developer 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. The Torrente Development Agreement has a 30-year term (from the date of the Original Development Agreement in 2010), runs with the property, and may be modified only by mutual consent of the City and the Developer and in a manner consistent with the SVSP. With the Torrente Development Agreement in place, subject to compliance with the terms of the Torrente Development Agreement, 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.

Backbone and In-Tract Improvements. The Torrente Development Agreement sets forth the responsibility of the Developer to satisfy the conditions of approval on the tentative map for parcels CG-1 and CG-20 of the SVSP (i.e., the Property), which includes the certain backbone improvements consisting of construction of a portion of Baseline Road. As of August 10, 2023, the Baseline Road improvements were roughly 75% complete. The remaining items to be completed consist of pouring concrete, paving, striping and installation of the traffic signal.

In addition, the Developer is responsible for constructing the “in-tract” improvements and paying the impact fees necessary to put the 159 lots into finished lot form, and to obtain final maps the lots. Final maps for all 159 lots were approved by the City Council in December 2022 and recorded on December 22, 2022. The “in-tract” improvements were completed in May 2023. 29 Funding of improvements with the 2023 Bonds and Additional Bond proceeds will satisfy a portion, but not all, of the relevant obligations set forth in the Torrente Development Agreement for infrastructure improvements. See Table 4 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 the Developer.

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

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 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 Developer. No additional environmental permits are required to be obtained.

Seismic Conditions. The Property is not located within a seismic special studies zone, designated by the California State Division of Mines and Geology, in accordance with the AlquistPriolo Special Study Zone Act of 1972.

OWNERSHIP OF PROPERTY WITHIN THE DISTRICT
Unpaid Special Taxes do not constitute a personal indebtedness of the owners of the property within the District. There is no assurance that the present property owners or any subsequent owners will have the ability to pay the Special Taxes or that, even if they have the ability, they will choose to pay the Special Taxes. An owner may elect to not pay the Special Taxes when due and cannot be legally compelled to do so. Neither the City nor any Bond Owner will have the ability at any time to seek payment directly from the owners of property within the District of the Special Tax or the principal or interest on the Bonds, or the ability to control who becomes a subsequent owner of any property within the District.

The Developer has provided the information set forth in this section entitled “OWNERSHIP OF PROPERTY WITHIN THE DISTRICT.” No assurance can be given that all information is complete.

No assurance can be given that development of the Property will be completed, or that it will be completed in a timely manner, as described herein. The Special Taxes are not personal obligations of the Developer or of any subsequent landowners; the Bonds are secured only by the Special Taxes and moneys available under the Fiscal Agent Agreement. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS” and “SPECIAL RISK FACTORS” herein.

Information Regarding the Developer
All of the Property in the District is currently owned by Anthem United Torrente Homes Limited Partnership, a Washington limited partnership (the “Developer”). The Developer’s general 30 partner is Anthem United Torrente Homes Management LLC, a Washington limited liability company (“Anthem United LLC”), and its limited partners are Anthem United Homes, Inc., a Washington corporation (“Anthem United Homes”), and IHP Capital Partners VI, LLC, a Delaware limited liability company (“IHP”). Anthem United Homes has both regional and national development experience in residential, commercial, and municipal projects.

General Partner. Anthem United LLC, together with its affiliates, including Anthem United Homes, is a land development and homebuilding company operating across western North America (Canada and the United States). Anthem United LLC is currently involved with building approximately 14,600 homes in more than 60 communities across more than 5,000 acres of land. Headquartered in Vancouver BC, it also has offices in Calgary and Edmonton AB, and Roseville, California. Anthem United LLC, as the general partner of the Developer, is responsible for overseeing the day-to-day operations of Developer and its achievement of the budget for the project.

Limited Partners. Anthem United Homes is a privately held affiliate of the Developer responsible primarily for homebuilding operations undertaken by Anthem United Homes' entities. Its President is Eric Carlson. IHP is a privately held entity. Its Manager is Institutional Housing Partners VI L.P., a California limited partnership (“IHP VI”). IHP Capital Partners, a California corporation (“IHP Corp”), is the General Partner of IHP VI. Douglas Neff is the CEO of IHP Corp. Richard Whiteley and Christopher Bley are Co-Presidents of IHP Corp.

Proposed Development
Overview. As noted above, land in the District is entitled to develop into 115 LDR units and 44 MDR units. The Developer is marketing the project as “Kindred at Sierra Vista.” As noted above, the Developer is responsible for constructing certain backbone improvements, the “in-tract” improvements, and paying the impact fees necessary to put the lots into finished lot form, and to obtain final maps for the lots. Final maps were approved and recorded for all 159 lots on December 22, 2022. The “in-tract” improvements were completed in May 2023.

Utilities. All typical urban utility services for finished lots are available at the lots or will be extended to the lots. These utilities include electric power, natural gas, telephone, cable television, water, refuse, and sanitary sewer and storm water facilities. The City provides electric, water, sewer refuse and storm water facilities, and police and fire services. Pacific Gas & Electric provides natural gas.

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 the District.

Currently, there are two transformers on site that are providing power for the model homes and phase 1 production homes. To complete the development, additional transformers will be needed. Orders for the additional transformers 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 31 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. The Developer continues to move forward with construction as planned and is monitoring the transformer capacity needs 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.

Timing of Model Homes and Production Homes. All 159 lots are in “finished” form, with all utilities stubbed to them. Model home construction began in May 2023, and five (5) model homes will be completed by the end of September 2023. The first production homes began construction in July 2023.

Planned Home Sale Plans and Sizes. The Developer plans to construct various floor plans for the LDR and MDR units, as shown in the following table.

Table 2
City of Roseville
Torrente at Sierra Vista Community Facilities District No. 1 (Public Facilities) Planned Home Sale Plans and Sizes
Floorplan Size Range (sf)
Village Land Use
No. of
Lots(1) Low High Base Pricing(2)
CG-1 LDR 115 1,979 3,272 $584,990-$696,990
CG-20 MDR 44 1,840 2,052 $565,990-$580,990 _______________ (1) There are three models planned for CG-1 and two models planned for CG-20. (2) Base Pricing as of August 10, 2023. Excludes upgrades, concessions, and other offsets in pricing.

Source: The Developer.

Table 3
City of Roseville
Torrente at Sierra Vista Community Facilities District No. 1 (Public Facilities) Planned Home Sale Plans and Sizes
Status of Development
(As of August 10, 2023)
Village
CG-1
Village
CG-20 Total
Closed to Homeowners 0 0 0
Completed Homes 0 0 0
Homes Under Construction
(including 5 models)(1) 6 5 11
Finished Blue Top Lots 109 39 148
Total Projected Units 115 44 159
Units under Contract to be Sold 0 0 0
___________________________
(1) Under construction means that a building permit has been issued and the trenching for the foundation has begun.

Source: The Developer.
32 Eligible Facilities
The Bonds will provide a funding source to the Developer for moneys expended for a portion of the cost of the improvements and for certain fees paid or to be paid by the Developer. The eligible Improvements authorized to be funded with proceeds of the Bonds include, but are not limited to, transportation improvements, water improvements, and wastewater improvements.

Estimated Cost of the Development
General. The Developer purchased the Property in the District as tentatively mapped lots and is responsible for all costs and fees related to finishing the lots and building and selling the homes.

Funding Sources. In connection with the issuance of the Bonds, the City and the Developer have entered into a Funding, Construction and Acquisition Agreement (the “Acquisition Agreement”) which provides that the Developer will construct (or cause to be constructed or funded) certain improvements (including paying impact fees for improvements), and the City, upon completion of construction and acceptance by the City, or through progress payments prior to completion of the entire improvement, will purchase the improvements or reimburse the Developer for expended amounts using a portion of the proceeds of the Bonds pursuant to the terms of the Acquisition Agreement. The Developer will be responsible for the portion of the cost of construction of the improvements not paid with Bond proceeds.

The Developer intends to fund its development in the District using equity, draws on a revolving construction loan and proceeds from the sales of homes within the District.

On June 8, 2022, the Developer entered into a revolving loan with Western Alliance Bank (the "Western Alliance Revolver"). The Western Alliance Revolver consists of two parts: a $17,052,750 land development loan (the "Land Loan") and a $28,000,000 revolving vertical construction loan (the "Vertical Loan"). As of August 10, 2023, the Developer has borrowed approximately $16,403,685 of the Land Loan and anticipates drawing additional amounts under the Land Loan over the next several months. The Land Loan is paid in part from the Vertical Loan each time that the Developer commences construction on a home. As the homes are completed and sold, there is a mandatory paydown of the Vertical Loan. The Developer intends to borrow funds, repay funds, and redraw from the Vertical Loan to construct the homes in the District over time, with the maximum amount that may be outstanding at any one time being $28,000,000. The Western Alliance Revolver matures and must be paid in full on June 8, 2025.

The Special Tax Formula provides that the funding of Improvement costs can also be made from collections of the Special Tax available as the “pay-as-you-go” component of Special Taxes.

The pay-as-you-go funding component is expected to provide for funding of the cost of a portion of the Improvements in excess of the amount provided from bond proceeds (if such proceeds are not sufficient) through annual Special Tax collections in excess of the amount needed to pay the debt service. The City and the Developer contemplate utilizing this funding mechanism during the time the Bonds are outstanding. Additionally, after the final maturity date of the Bonds and any additional bonds issued to reimburse the Developer for costs of the improvements, the City expects to continue to levy Special Taxes for payment of the “Development Impact Fee Deferral” (as defined in the Special Tax Formula) which levy may secure future bonds issued after payment in full of the Bonds and any additional bonds issued under the Fiscal Agent Agreement. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Special Tax Methodology” and “– Special Tax Fund.” 33 The following table shows estimated sources and uses for the Developer related to the development of the District.

Table 4
City of Roseville
Torrente at Sierra Vista Community Facilities District No. 1 (Public Facilities) Developer’s Proposed Financing Plan
Total
As of
August 10,
2023
Remainder
of 2023 2024
2025 and
thereafter
Sources:

Equity $24,763,433 $23,763,433 $1,000,000 - -
Bond Proceeds(1) 5,875,000 - 5,875,000 - -
Land/Revolving Loan(2) 104,671,136 19,823,614 10,118,455 $39,981,757 $34,747,310 Recoveries - Baseline Frontage (SVSP) 4,272,156 3,778,916 493,240 - - Recoveries - Baseline Interior Lanes
(City/County TMF) 1,858,103 - 1,858,103 - -
Recoveries - Baseline/Market Street Signal
(TMF Set-Aside) 622,315 66,537 70,451 289,631 195,696
Recoveries - PG&E 111,458 - 66,874 22,292 22,292
Recoveries - Bike Trail 79,814 17,569 37,146 25,099
Sales of Homes 107,523,682 - - 50,042,468 57,481,214
Total Sources $249,777,097 $47,432,500 $19,499,692 $90,373,294 $92,471,611 Uses:

Land Acquisition $16,000,000 $16,000,000 - - -
Backbone Infrastructure 6,689,389 4,485,114 $2,204,275 - - In-tract Infrastructure 12,192,002 11,454,623 737,379 - - Loan Repayment 104,671,136 3,110,250 2,681,250 $48,929,369 $49,950,267 Loan Interest/Fees 5,466,367 1,892,264 579,342 1,808,795 1,185,966 Direct Costs of Homes 43,218,887 1,305,790 4,443,220 18,873,267 18,596,610 Indirect Costs of Homes 27,390,154 8,656,450 2,282,622 8,684,872 7,766,210 Total Uses $215,627,935 $46,904,491 $12,928,088 $78,296,303 $77,499,053 Net Cash Flow $34,149,162 $528,009 $6,571,604 $12,076,991 $14,972,558 __________
(1) Estimated as of August 10, 2023; actual amount may differ. (2) Estimated total borrowings under the Western Alliance Land Loan and Revolver.

Source: The Developer.
34 VALUE OF PROPERTY WITHIN THE DISTRICT
The Appraisal
General. Integra Realty Resources, Sacramento, California (the “Appraiser”) prepared an appraisal report, with a date of value of August 10, 2023 (the “Appraisal”). The Appraisal was prepared at the request of the City. The Appraisal is set forth in APPENDIX B hereto. The description herein of the Appraisal is intended for limited purposes only; the Appraisal should be read in its entirety. The conclusions reached in the Appraisal are subject to certain assumptions and qualifications which are set forth in the Appraisal.

Property Appraised. The appraised properties consist of all of the taxable property in the District, which is owned by the Developer and planned for development into 159 single-family residential units.

Value Estimates. The Appraisal provides a market value, in bulk, of the appraised property as of the date of value (based on the hypothetical condition the improvements to be financed by the 2023 Bonds were in place as of the date of valuation). The valuation accounts for the impact of the lien of the Special Tax and represents the market value (based on the hypothetical condition) of all the land in the District. The property appraised excludes property in the District designated for public and quasipublic purposes.

The value estimate for the appraised properties as of the August 10, 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 $26,290,000.

The bulk sale value represents the most probable price, in a sale of parcels within the District, to a single purchaser or sales to multiple buyers, over a reasonable absorption period discounted to present value.

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 would be available to the Developer to reimburse for improvements already completed. The estimate of market value accounts for the impact of the lien of Special Taxes securing the 2023 Bonds.

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” for a description of certain assumptions made by the Appraiser. Because the Appraiser arrived at an estimate of current market value based upon certain assumptions which may or may not be fulfilled, no assurance can be given that should the parcels become delinquent due to unpaid Special Taxes, and be foreclosed upon and offered for sale for the amount of the delinquency, that any bid would be received for such property or, if a bid is received, that such bid would be sufficient to pay such delinquent Special Taxes.

Exposure Time. Exposure time is the length of time the subject property would have been exposed for sale in the market had it sold on the effective valuation date at the concluded market value.

Exposure time is always presumed to precede the effective date of the Appraisal. Based on the Appraiser’s review of recent sales transactions for similar properties and its analysis of supply and 35 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 the Developer 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 the Developer 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. 36 Appraised Value to Lien Ratios. The appraised value of all taxable property within the District is $26,290,000. The principal amount of direct and overlapping bonded debt in the District (including the 2023 Bonds) is $7,500,000*. Consequently, the estimated value of the taxable property within the District is approximately 3.51:1* times the principal amount of the direct and overlapping bonded debt. The following table sets forth the appraised value, maximum special tax, projected special tax levy tax and allocable District debt by value to lien ratio range categories.

Table 4
City of Roseville
Torrente at Sierra Vista Community Facilities District No. 1 (Public Facilities) Average Value to Lien Ratio Categories
Village
Number
Developed
Parcels per
RMA (1)
Total
Taxable
Units
Appraised
Value (2)
FY 2024-25
Maximum
Special Tax
Per Unit
Maximum
Annual
Special Tax
per Village
FY 2024-25
Estimated
Special Tax
Levy (3)
FY 2024-25
Percentage
Share of
Special Tax
Levy
Total CFD
Bond Lien (4) *
Value-toLien*
CG - 1 115 115 $19,551,000 $3,237 $372,219 $341,218 76.9% $5,764,490 3.39:1 CG - 20 44 44 6,793,000 2,547 112,064 102,730 23.1 1,735,510 3.88:1 Totals 159 159 $26,290,000 484,282 443,948 100.0% 7,500,000 3.51:1 * Preliminary; subject to change.
(1) As per the RMA, Developed Parcels are parcels created by a recorded final map prior to May 1 of each year. Final maps are expected to be recorded as of this date. (2) Provided by Integra Realty Resources, per Appraisal with a date of value of August 10, 2023. (3) The special tax levy includes debt service requirements and annual CFD administration costs. The estimated adjusted debt service for calendar year 2025 is $434,263.

A 2-percent special tax levy is added to debt service requirements for special tax administration for a CFD administration requirement of $9,496. The total special tax levy required for FY 2024-25 is $441,142. There will be 159 parcels defined as Developed Parcels for FY 2024-25. (4) Provided by Underwriter.

Source: Economic & Planning Systems; Underwriter.
37 No History of Special Tax Collections
Fiscal Year 2023-24 will be the first year in which the Special Tax is levied in the District.

Overlapping Liens and Priority of Lien
The principal of and interest on the Bonds are payable from the Special Tax authorized to be collected within the District, and payment of the Special Tax is secured by a lien on certain real property within the District. Such lien is co-equal to and independent of the lien for general taxes and any other liens imposed under the Act, regardless of when they are imposed on the property in the District. The imposition of additional special taxes, assessments and general property taxes will increase the amount of independent and co-equal liens which must be satisfied in foreclosure. The City, the County and certain other public agencies are authorized by the Act to form other community facilities districts and improvement areas and, under other provisions of State law, to form special assessment districts, either or both of which could include all or a portion of the land within the District.

Set forth below is an overlapping debt table showing the existing direct and overlapping bonded debt payable with respect to property within the District. This table has been prepared by California Municipal Statistics Inc. as of the date indicated, and is included for general information purposes only. The City has not reviewed the data for completeness or accuracy and makes no representations in connection therewith. In addition to bonded debt, property in the District is also subject to Fiscal Year 2023-24 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 public and municipal services, which districts provide for escalating annual special taxes on residential property. The Fiscal Year 2023-24 annual maximum tax is $285.54 per lot (LDR and MDR units) for CFD No. 2 and the Fiscal Year 2023-24 annual maximum tax will not exceed $528.35 per lot (LDR) / $308.97 per lot (MDR) for CFD No. 3; the CFD No. 2 tax rates are subject to annual escalation of 4%; the CFD No. 3 tax rates are subject to annual escalation up to 4% depending on the City’s public safety budget each year.

There can be no assurance that the Developer, its affiliates or any subsequent owner will not petition for the formation of other community facilities districts and improvement areas or for a special assessment district or districts and that parity special taxes or special assessments will not be levied by the County or some other public agency to finance additional public facilities; however, no other special districts are currently contemplated by the City or the Developer.

Private liens, such as deeds of trust securing loans obtained by the Developer, may be placed upon property in the District at any time. Under California law, the Special Taxes have priority over all existing and future private liens imposed on property subject to the lien of the Special Taxes. 38 Table 5
City of Roseville
Torrente at Sierra Vista Community Facilities District No. 1 (Public Facilities) Summary of Overlapping Debt
As of November 1, 2022
2022-23 Assessed Valuation: $169,175
DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT: % Applicable Debt 11/1/22 Sierra Joint Community College District SFID No. 4 General Obligation Bonds 0.0002% $ 295 Center Joint Unified School District General Obligation Bonds 0.0048% 4,309 City of Roseville Torrente at Sierra Vista CFD No. 1 100.000 0 (1) TOTAL DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT $4,604 OVERLAPPING GENERAL FUND DEBT:

Placer County Certificates of Participation 0.0002% $147 Placer County Office of Education Certificates of Participation 0.0002 0 Sierra Joint Community College District Certificates of Participation 0.0001 1 City of Roseville Certificates of Participation 0.0006 95 Placer County Mosquito and Vector Control District Certificates of Participation 0.0002 3 TOTAL OVERLAPPING GENERAL FUND DEBT $246
COMBINED TOTAL DEBT $4,850 (2)
Ratios to 2022-23 Assessed Valuation:

Direct Debt ($0) .......................................................................0.00% Total Direct and Overlapping Tax and Assessment Debt..........2.72% Combined Total Debt.................................................................2.87% ___________________________
(1) Excludes Bonds to be sold.
(2) Excludes tax and revenue anticipation notes, revenue, mortgage revenue and non-bonded capital lease obligations.

Source: California Municipal Statistics, Inc.
39 Estimated Tax Burden on Single-Family Home
Based on estimated sales prices for the MDR and LDR homes shown in the Appraisal, the projected overall tax burden for the homes planned for the District will be approximately 1.73% (MDR) and 1.76% (LDR), as shown in the following table. This is an average and the projected overall tax burden for individual homes will vary from this average.

Table 6
City of Roseville
Torrente at Sierra Vista Community Facilities District No. 1 (Public Facilities) Projected Overall Tax Burden for Single-Family Residential Parcels Fiscal Year 2023-24
Item Assumption LDR MDR
Estimated Average Home Price (1) $655,000 $570,000
Homeowner's Exemption (7,000) (7,000)
Estimated Assessed Value 648,000 563,000
Ad Valorem Property Taxes (TRA 005-070) (2) FY 2022/23
General Ad Valorem 1.0000% 6,480 5,630
Sierra College SFID #4 GO Bond 2018 Series A 0.0024% 16 14 Sierra College SFID #4 GO Bond 2018 Series B 0.0162% 105 91 Center Joint Unif B&I 0.1041% 675 586
Center Joint Unif B&I 2008 Series 2020A 0.0070% 45 39
Center Joint Unif B&I 2008 Series 2020A Refunding 0.0307% 199 173 Center Joint Unif B&I 2008 Series 2020B Refunding 0.0022% 14 12 Center Joint Unif B&I 2008 Series 2021B Refunding 0.0100% 65 56 Subtotal Ad Valorem Property Taxes 1.1726% 7,598 6,602
Direct Charges and Assessments
City of Roseville CFD No. 1 (Public Facilities) (3) 3,111 2,448 City of Roseville CFD No. 2 (Public Services) (4) 261 261 City of Roseville CFD No. 3 (Municipal Services) (5) 508 508 Placer Mosquito & Vector Control 31 31
Subtotal Direct Charges and Assessments 3,911 3,248
Total Ad Valorem Property Taxes and Direct Charges 11,509 9,850 Overall Tax Burden 1.76% 1.73%
(1) Provided by Integra Realty Resources, dated August 10, 2023. (2) Ad Valorem tax rates based on FY 2022-23.
(3) CFD No. 1 special tax is escalated to FY 2022-23 maximum special tax rates per unit. (4) Based upon Maximum Annual Special Tax for parcels in CFD No. 2 for FY 2022-23. (5) CFD escalated to FY 2022-23 maximum special tax rates.

Source: County of Placer; City of Roseville; EPS.
40 SPECIAL RISK FACTORS
The purchase of the 2023 Bonds described in this Official Statement involves a degree of risk that may not be appropriate for some investors. The following includes a discussion of some of the risks that should be considered before making an investment decision.

Limited Obligation of the City to Pay Debt Service
The City has no obligation to pay principal of and interest on the 2023 Bonds in the event Special Tax collections are delinquent, other than from amounts, if any, on deposit in the Reserve Fund or funds derived from the tax sale or foreclosure and sale of parcels on which levies of the Special Tax are delinquent, nor is the City obligated to advance funds to pay such debt service on the 2023 Bonds. The 2023 Bonds are not general obligations of the City but are limited obligations of the City and the District payable solely from the proceeds of the Special Tax and certain funds held under the Fiscal Agent Agreement, including amounts deposited in the Reserve Fund and investment income thereon, and the proceeds, if any, from the sale of property in the event of a foreclosure. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS.” Any tax for the payment of the 2023 Bonds will be limited to the Special Tax to be collected within the jurisdiction of the District.

Concentration of Ownership
Land in the District is 100% owned by a single entity, the Developer. 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 the Developer or any future owner of significant property subject to the Special Taxes in the District to pay installments of Special Taxes when due could cause the depletion of the Reserve Fund prior to reimbursement from the resale of foreclosed property or payment of the delinquent Special Tax and, consequently, result in the delinquency rate reaching a level that would cause an insufficiency in collection of the Special Tax to meet the District’s obligations on the 2023 Bonds. For a description of the Developer, see “OWNERSHIP OF PROPERTY WITHIN THE DISTRICT.” In that event, there could be a delay or failure in payments on the 2023 Bonds. See “– 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.

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 41 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.

Land Development. Land values are influenced by the level of development in the area in many respects.
42 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.

The Developer provides 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. The Developer has no obligation to the City or to owners of the 2023 Bonds to complete the project.

Risks of Real Estate Investment Generally. Continuing development of land within the District may be adversely affected by changes in general or local economic conditions, fluctuations in the real estate market, increased construction costs, development, financing and marketing capabilities of individual property owners, water or electricity shortages, and other similar factors.

Development in the District may also be affected by development in surrounding areas, which may compete with the District. In addition, land development operations are subject to comprehensive federal, state and local regulations, including environmental, land use, zoning and building requirements. There can be no assurance that proposed land development operations within the District will not be adversely affected by future government policies, including, but not limited to, governmental policies to restrict or control development, or future growth control initiatives. There can be no assurance that land development operations within the District will not be adversely affected by these risks.

With respect to development financing risk, the Developer’s current financing for development of the property within the District (referred to herein as the Western Alliance Revolver) is currently scheduled to mature, which requires repayment in full, in June 2025. See “OWNERHSIP OF PROPERTY WITHIN THE DISTRICT – Estimate Cost of the Development.” Natural Disasters. The value of the parcels in the District in the future can be adversely affected by a variety of natural occurrences, particularly those that may affect infrastructure and other public improvements and private improvements on the parcels in the District and the continued habitability and enjoyment of such private improvements. For example, the areas in and surrounding the District, like those in much of California, may be subject to earthquakes or other unpredictable seismic activity, however, the District is not located in a seismic special studies zone.

Other natural disasters could include, without limitation, landslides, floods, droughts, wildfires or tornadoes. One or more natural disasters could occur and could result in damage to improvements of varying seriousness. Although the District is not in a high-risk area for landslides, floods, wildfires or tornadoes, natural disasters such as these are unpredictable and may occur anywhere throughout the State, with devastating consequences. The damage may entail significant repair or replacement costs and that repair or replacement may never occur either because of the cost, or because repair or replacement will not facilitate habitability or other use, or because other considerations preclude such repair or replacement. Under any of these circumstances there could 43 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.

The Developer and the City indicate that the existing Development Agreement protects the Developer’s ability to access water for the project through an agreed upon water allocation. Further, the City indicates it has adequate surface water and groundwater supplies to meet the allocation for all three phases of development in accordance with applicable law and regulations. 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 Torrente 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 the Developer’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 the Developer or successor owners. Any reduction or interruption in the water supply would also likely cause a reduction in the land value and thus a reduction in the security in the event of a need to foreclose on land within the District following a delinquency in the payment of Special Taxes.

Legal Requirements. Other events that may affect the value of a parcel include changes in the law or application of the law. Such changes may include, without limitation, local growth control initiatives, local utility connection moratoriums and local application of statewide tax and governmental spending limitation measures. Development in the District may also be adversely affected by the application of laws protecting endangered or threatened species.

Hazardous Substances. Any discovery of a hazardous substance detected on property within the District would affect the marketability and the value of some or all of the property in the District. In that event, the owners and operators of a parcel within the District may be required by law to remedy conditions of the parcel relating to releases or threatened releases of hazardous substances. The federal Comprehensive Environmental Response, Compensation and Liability Act 44 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 the Developer 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.

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 45 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. There is currently no history of tax levies in the District.

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 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.
46 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 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, 47 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 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 48 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 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 49 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 nongovernmental liens were in existence at the time of the levy of the Special Tax or not, this result may not apply in the case of bankruptcy. See “– Bankruptcy and Foreclosure Delays” above.

There can be no assurance that property owners within the District will not petition for the formation of other community facilities districts and improvement areas or for a special assessment district or districts and that parity special taxes or special assessments will not be levied by the County or some other public agency to finance additional public facilities. Property owners may also elect to finance improvements to their homes through Property Assessed Clean Energy (PACE) financings, which are secured by assessment district liens. In addition to liens for special taxes or assessments to finance public improvements of benefit to land within the District, owners of property may obtain loans from banks or other private sources which loans may be secured by a lien on the parcels in the District. Such loans would increase amounts owed by the owner of such parcel with respect to development of its property in the District. However, the lien of such loans would be subordinate to the lien of the Special Taxes.

Tax Delinquencies
Under provisions of the Act, the Special Taxes will be billed to the properties within the District on the regular property tax bills sent to owners of such properties. Such Special Tax installments are due and payable, and bear the same penalties and interest for nonpayment, as do regular property tax installments. Special Tax installment payments cannot be made separately from property tax payments. Therefore, the unwillingness or inability of a property owner to pay regular property tax bills as evidenced by property tax delinquencies may also indicate an unwillingness or inability to make regular property tax payments and Special Tax payments in the future.

The annual Special Tax will be billed and collected in two installments payable without penalty by December 10 and April 10. In the event such Special Taxes are not timely paid, moneys available to pay debt service on the 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 2023 Bond holders pursuant to the Fiscal Agent Agreement. However, no replenishment from the proceeds of a Special Tax levy can occur as long as the proceeds that are collected from the levy of the Special Tax against property within the District at the maximum Special Tax rates, together with other available funds, remains insufficient to pay all such amounts. Thus it is possible that the 2023 Reserve Account of the Reserve Fund will be depleted and not be replenished by the levy of the Special Tax. 50 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 ability of the State Legislature to impose higher taxes (as defined in Proposition 26) without a twothirds vote of the Legislature. Article XIIIC requires that all new local taxes be submitted to the 51 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. Pandemic diseases arising in the future could have significant adverse health and financial impacts throughout the world, leading to loss of jobs and personal financial hardships, and/or actions by federal, State and local governmental authorities to contain or mitigate the effects of an outbreak.

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.

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
Property owners within the District, including the Developer 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 2023 Bonds on the interest payment date for which timely notice may be given under the Fiscal Agent Agreement 52 following the receipt of the prepayment. The resulting redemption of 2023 Bonds that were purchased at a price greater than par could reduce the otherwise expected yield on such 2023 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. 53 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 nine 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 April 1, 2024) and to provide notices of the occurrence of certain enumerated events.

The Developer 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 Anthem United to provide such information is in effect only so long as Anthem United 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 Anthem United’ undertaking includes a provision that if a portion of Anthem United’ property which is responsible for such 20% is sold, the reporting obligation may be assumed by the new owner and Anthem United’ obligations with respect to such property will be terminated, or if not so assumed, Anthem United 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 Anthem United 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.

While the Developer has not previously entered into a continuing disclosure undertaking, (i) an affiliate of the Developer through common control has previously entered into a continuing disclosure undertaking under the Rule and has not failed to comply with such obligations during the 54 last five years and (ii) an affiliate of the Developer through common control will enter into a continuing disclosure undertaking for a project in Placer County, but the obligations thereunder have not yet arisen.

UNDERWRITING
The 2023 Bonds were purchased through negotiation by Stifel, Nicholas & Company, Incorporated, 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 an 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. 55 Tax Treatment of Original Issue Discount and Premium. If the initial offering price to the public at which a 2023 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 2023 Bond is sold is greater than the amount payable at maturity thereof, then such difference constitutes “original issue premium” for purposes of federal income taxes and State of California personal income taxes.

De minimis original issue discount and original issue premium are disregarded.

Under the Tax Code, original issue discount is treated as interest excluded from federal gross income and exempt from State of California personal income taxes to the extent properly allocable to each owner thereof subject to the limitations described in the first paragraph of this section. The original issue discount accrues over the term to maturity of the 2023 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 2023 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 2023 Bond (said term being the shorter of the 2023 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 2023 Bond for purposes of determining taxable gain or loss upon disposition. The amount of original issue premium on a 2023 Bond is amortized each year over the term to maturity of the 2023 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 2023 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 56 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.

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 4.4 percent in June 2023, up from a revised 4.0 percent in May 2023, and above the year-ago estimate of 3.7 percent. This compares with an unadjusted unemployment rate of 4.9 percent for California and 3.8 percent for the nation during the same period. The unemployment rate was

3.9 percent in El Dorado County, 3.8 percent in Placer County, 4.5 percent in Sacramento County, and 4.8 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)
August 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 the first quarter of calendar year 2023 in the City were reported to be $1,348,494,934, a 3.16% decrease in the total taxable sales of $1,392,430,779 reported during the calendar year 2022.

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 the first quarter of calendar year 2023 in the County were reported to be $2,975,118,499, a 4.98% decrease in the total taxable sales of $3,130,904,685 reported during calendar year 2022.

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 Torrente 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 Torrente 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 October 1, 2023 (the “Fiscal Agent Agreement”), by and between the City, on behalf of the City of Roseville Torrente 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, opinions, and other papers as we deem necessary to render this opinion.

As to questions of fact material to our opinion, we have relied upon representations of the City contained in the Fiscal Agent Agreement, and in the certified proceedings and other certifications of public officials furnished to us, without undertaking to verify the same by independent investigation.

Based upon the foregoing, we are of the opinion, under existing law, as follows:

1. The City is duly created and validly existing as a public body, corporate and politic, with the power to adopt the resolution authorizing the issuance of the Bonds, enter into the Fiscal Agent Agreement and perform the agreements on its part contained therein, and to issue the Bonds.

2. The Bonds have been duly authorized, executed and delivered by the City and are valid and binding limited obligations of the City, payable solely from the sources provided therefor in the Fiscal Agent Agreement.

3. The Fiscal Agent Agreement has been duly entered into by the City and constitutes a valid and binding obligation of the City enforceable upon the City.

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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 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. Moreover, our opinions are not a guarantee of a particular result, and are not binding on the Internal Revenue Service or any court; rather, our opinions represent our legal judgment based upon our review of existing law that we deem relevant to such opinions and in reliance upon the representations and covenants referenced above. 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 October ___, 2023, is executed and delivered by the CITY OF ROSEVILLE (the “City”) in connection with the execution and delivery of its City of Roseville Torrente 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 October 1, 2023 (the “Fiscal Agent Agreement”), by and between the City and U.S.

Bank Trust Company, National Association, as fiscal agent (the “Fiscal Agent”).

The District covenants and agrees as follows:

Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the City for the benefit of the holders and beneficial owners of the Bonds and in order to assist the Participating Underwriter in complying with S.E.C. Rule 15c2- 12(b)(5).

Section 2. Definitions. In addition to the definitions set forth above and in the Fiscal Agent Agreement, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section 2, the following capitalized terms shall have the following meanings:
“Annual Report” means any Annual Report provided by the City pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. “Annual Report Date” means the date that is nine months after the end of the City’s fiscal year (currently April 1 based on the City’s fiscal year end of June 30). “Dissemination Agent” means Willdan Financial Services, or any successor Dissemination Agent designated in writing by the City and which has filed with the City a written acceptance of such designation.
“Listed Events” means any of the events listed in Section 5(a) of this Disclosure Certificate. “MSRB” means the Municipal Securities Rulemaking Board, which has been designated by the Securities and Exchange Commission as the sole repository of disclosure information for purposes of the Rule, or any other repository of disclosure information that may be designated by the Securities and Exchange Commission as such for purposes of the Rule in the future. “Official Statement” means the final official statement executed by the City in connection with the issuance of the Bonds.
“Participating Underwriter” shall mean any of the original underwriters of the Bonds.

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“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 April 1, 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 the audited financial statements shall be filed in the same manner as the Annual Report when they become available.

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(b) The following information, unless otherwise specified, as of September 30 of the preceding year:
(i) Principal amount of all outstanding bonds of the District. (ii) Balance in the improvement fund.
(iii) (a) Balance in 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.
(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.

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(d) Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the City or related public entities, which are available to the public on the MSRB’s Internet web site or filed with the Securities and Exchange Commission. The City shall clearly identify each such other document so included by reference.

Section 5. Reporting of Significant Events.
(a) The City shall give, or cause to be given, notice of the occurrence of any of the following Listed Events with respect to the Bonds:
(1) Principal and interest payment delinquencies.
(2) Non-payment related defaults, if material.
(3) Unscheduled draws on debt service reserves reflecting financial difficulties. (4) Unscheduled draws on credit enhancements reflecting financial difficulties. (5) Substitution of credit or liquidity providers, or their failure to perform. (6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the security, or other material events affecting the tax status of the security.
(7) Modifications to rights of security holders, if material. (8) Bond calls, if material, and tender offers.
(9) Defeasances.
(10) Release, substitution, or sale of property securing repayment of the securities, if material.
(11) Rating changes.
(12) Bankruptcy, insolvency, receivership or similar event of the City or other obligated person.
(13) The consummation of a merger, consolidation, or acquisition involving the City or an obligated person, or the sale of all or substantially all of the assets of the City or an obligated person (other than in the ordinary course of business), the entry into a definitive agreement to undertake such an action, or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material. (14) Appointment of a successor or additional fiscal agent or the change of name of the fiscal agent, if material.

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(15) Incurrence of a financial obligation of the City, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of the City, any of which affect security holders, if material (for the definition of “financial obligation,” see clause (e)). (16) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a financial obligation of the City, any of which reflect financial difficulties (for the definition of “financial obligation,” see clause (e)).
(b) Whenever the City obtains knowledge of the occurrence of a Listed Event, the City shall, or shall cause the Dissemination Agent (if not the City) to, file a notice of such occurrence with the MSRB, in an electronic format as prescribed by the MSRB, in a timely manner not in excess of 10 business days after the occurrence of the Listed Event. Notwithstanding the foregoing, notice of Listed Events described in subsections (a)(8) and (9) above need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to holders of affected Bonds under the Fiscal Agent Agreement.
(c) The City acknowledges that the events described in subparagraphs (a)(2), (a)(7), (a)(8) (if the event is a bond call), (a)(10), (a)(13), (a)(14) and (a)(15) of this Section 5 contain the qualifier “if material” and that subparagraph (a)(6) also contains the qualifier “material” with respect to certain notices, determinations or other events affecting the tax status of the Bonds.

The City shall cause a notice to be filed as set forth in paragraph (b) above with respect to any such event only to the extent that it determines the event’s occurrence is material for purposes of U.S. federal securities law. Whenever the City obtains knowledge of the occurrence of any of these Listed Events, the City will as soon as possible determine if such event would be material under applicable federal securities law. If such event is determined to be material, the City will cause a notice to be filed as set forth in paragraph (b) above. The Dissemination Agent shall not be responsible for determining whether an event is material. (d) For purposes of this Disclosure Certificate, any event described in paragraph (a)(12) above is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City. (e) For purposes of Section 5(a)(15) and (16), “financial obligation” means a (i) debt obligation; (ii) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (iii) guarantee of (i) or (ii). The term financial obligation shall not include municipal securities as to which a final official statement has been provided to the MSRB consistent with the Rule.

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.

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Section 7. Termination of Reporting Obligation. The City’s obligations under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the City shall give notice of such termination in the same manner as for a Listed Event under Section 5(b).

Section 8. Dissemination Agent. The City may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any Dissemination Agent, with or without appointing a successor Dissemination Agent. Any Dissemination Agent may resign by providing 30 days’ written notice to the City.

Section 9. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the City may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied:
(a) if the amendment or waiver relates to the provisions of Sections 3(a), 4 or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature, or status of an obligated person with respect to the Bonds, or type of business conducted; (b) the undertakings herein, as proposed to be amended or waived, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the primary offering of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) the proposed amendment or waiver either (i) is approved by holders of the Bonds in the manner provided in the Fiscal Agent Agreement for amendments to the Fiscal Agent Agreement with the consent of holders, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the holders or beneficial owners of the Bonds.

If the annual financial information or operating data to be provided in the Annual Report is amended pursuant to the provisions hereof, the first Annual Report filed pursuant hereto containing the amended operating data or financial information shall explain, in narrative form, the reasons for the amendment and the impact of the change in the type of operating data or financial information being provided.

If an amendment is made to this Disclosure Certificate modifying the accounting principles to be followed in preparing financial statements, the Annual Report for the year in which the change is made shall present a comparison between the financial statements or information prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. The comparison shall include a qualitative discussion of the differences in the accounting principles and the impact of the change in the accounting principles on the presentation of the financial information, in order to provide information to investors to enable them to evaluate the ability of the City to meet its obligations. To the extent reasonably feasible, the comparison shall be quantitative.

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).

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Section 10. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the City from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the City chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the City shall have no obligation under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event.

Section 11. Default. If the City fails to comply with any provision of this Disclosure Certificate, the Participating Underwriter or any holder or beneficial owner of the Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under this Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed an Event of Default under the Fiscal Agent Agreement, and the sole remedy under this Disclosure Certificate in the event of any failure of the City to comply with this Disclosure Certificate shall be an action to compel performance.

Section 12. Duties, Immunities and Liabilities of Dissemination Agent. (a) The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the City agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which they may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys’ fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent’s negligence or willful misconduct. The Dissemination Agent shall have no duty or obligation to review any information provided to it by the City hereunder and shall not be deemed to be acting in any fiduciary capacity for the City, the Bond holders, or any other party. The obligations of the City under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds. (b) The Dissemination Agent shall be paid compensation by the City for its services provided hereunder in accordance with its schedule of fees as amended from time to time, and shall be reimbursed for all expenses, legal fees and advances made or incurred by the Dissemination Agent in the performance of its duties hereunder.

Section 13. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the City, the Dissemination Agent, the Participating Underwriter and the holders and beneficial owners from time to time of the Bonds, and shall create no rights in any other person or entity.

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Section 14. Counterparts. This Disclosure Certificate may be executed in several counterparts, each of which shall be regarded as an original, and all of which shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Disclosure Certificate as of the date first above written.

CITY OF ROSEVILLE, for and on behalf of
City of Roseville Torrente 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 October ___, 2023, is executed by Anthem United Torrente Homes Limited Partnership, a Washington limited partnership (the “Developer”) in connection with the execution and delivery by the City of Roseville of its City of Roseville Torrente 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 October 1, 2023 (the “Fiscal Agent Agreement”), by and between the City and U.S. Bank Trust Company, National Association, as fiscal agent (the “Fiscal Agent”).

The Developer covenants and agrees as follows:

Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the Developer for the benefit of the holders and beneficial owners of the Bonds.

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, the Developer, or any successor Dissemination Agent designated in writing by the Developer, and which has filed with the Developer, the City and the Fiscal Agent a written acceptance of such designation, and which is experienced in providing dissemination agent services such as those required under this Disclosure Certificate. “Listed Events” means any of the events listed in Section 5(a) of this Disclosure Certificate.

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“Major Owner” means, as of any Report Date, an owner of land in the District that is responsible in the aggregate for 20% or more of the Special Taxes in the District anticipated to be levied at any time during the then-current fiscal year. “MSRB” means the Municipal Securities Rulemaking Board, which has been designated by the Securities and Exchange Commission as the sole repository of disclosure information for purposes of the Rule, or any other repository of disclosure information that may be designated by the Securities and Exchange Commission as such for purposes of the Rule in the future. “Official Statement” means the final official statement executed by the City in connection with the issuance of the Bonds.
“Participating Underwriter” means Stifel, Nicholas & Company, Incorporated, 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, 2024, 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 the MSRB in substantially the form prescribed by the MSRB, with a copy to 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 A relating to the Developer, any or all of which may be included by specific reference to other documents, including official statements of debt issues of the Developer or related public entities, which 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 A, the Developer’s Periodic Report shall include such further information, if any, as may be necessary to make the specifically required statements, in the light of the circumstances under which they are made, not misleading.

Section 5. Reporting of Significant Events.
(a) The Developer shall give, or cause to be given, notice of the occurrence of any of the following Listed Events with respect to itself or the Property, if material:
(i) bankruptcy or insolvency proceedings commenced by or against the Developer and, if known, any bankruptcy or insolvency proceedings commenced by or against any Affiliate of the Developer that is reasonably likely to have a significant impact on the Developer’s ability to pay Special Taxes or to sell or develop the Property; (ii) failure to pay any taxes, special taxes (including the Special Taxes) or assessments due with respect to the Property on or prior to the delinquency date; (iii) filing of a lawsuit of which the Developer is aware against the Developer or an Affiliate seeking damages, which is reasonably likely to have a significant impact on the Developer’s ability to pay Special Taxes or to sell or develop the Property; (iv) material damage to or destruction of any of the improvements on the Property; and
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(v) any payment default or other material default by the Developer on any loan with respect to the construction of improvements on the Property. (b) Whenever the Developer obtains knowledge of the occurrence of a Listed Event, the Developer shall as soon as possible determine if such event would be material under applicable Federal securities law.
(c) If the Developer determines that knowledge of the occurrence of a Listed Event would be material under applicable Federal securities law, the Developer shall, or shall cause the Dissemination Agent to, promptly file a notice of such occurrence with the MSRB, with a copy to the Fiscal Agent, the City and the Participating Underwriter.

Section 6. Duration of Reporting Obligation.
(a) All the Developer’s obligations hereunder shall commence on the date hereof and terminate (except as provided in Section 11) on the earliest to occur of the following:
(i) upon the legal defeasance, prior redemption or payment in full of all the Bonds, or
(ii) at such time as property owned by the Developer is no longer responsible for payment of 20% or more of the Special Taxes, or
(iii) the date on which the Developer prepays in full all of the Special Taxes attributable to the Property, or
(iv) the date on which (A) the Developer has completed construction of all buildings to be constructed within property it owns in the District and (B) each such building constructed by the Developer and intended for lease by the Developer has been, since completion of construction, at least 80% occupied at one time or another, if applicable.

The Developer shall give notice of the termination of its obligations under this Disclosure Certificate in the same manner as for a Listed Event under Section 5. (b) If a portion of the Property owned by the Developer, or any Affiliate of the Developer, is conveyed to a Person that, upon such conveyance, will be a Major Owner, the obligations of the Developer hereunder with respect to the property in the District owned by such Major Owner and its Affiliates may be assumed by such Major Owner or by an Affiliate thereof, and if so assumed the Developer’s obligations hereunder with respect to such portion of the Property will be terminated. In order to effect such an assumption, such Major Owner or Affiliate shall enter into an Assumption Agreement in form and substance reasonably satisfactory to the City and the Participating Underwriter. If not so assumed, the Developer shall report the information, as applicable to the transferee, required herein so long as the transferee is a Major Owner.

Section 7. Dissemination Agent. The Developer may, from time to time, appoint or engage a Dissemination Agent to assist the Developer in carrying out its obligations under this Disclosure Certificate, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent may resign by providing thirty days’ written notice to the City, the Developer and the Participating Underwriter.

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Section 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the Developer may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied (provided, however, that the Dissemination Agent shall not be obligated under any such amendment that modifies or increases its duties or obligations hereunder without its written consent thereto):
(a) if the amendment or waiver relates to the provisions of sections 3(a), 4 or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature, or status of an obligated person with respect to the Bonds, or type of business conducted; and (b) the proposed amendment or waiver either (i) is approved by holders of the Bonds in the manner provided in the Fiscal Agent Agreement, with the consent of holders, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the holders or beneficial owners of the Bonds.

Section 9. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the Developer from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Periodic Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the Developer chooses to include any information in any Periodic Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the Developer shall have no obligation under this Disclosure Certificate to update such information or include it in any future Periodic Report or notice of occurrence of a Listed Event.

Section 10. Default. In the event of a failure of the Developer to comply with any provision of this Disclosure Certificate, the Fiscal Agent shall (upon written direction and only to the extent indemnified to its satisfaction from any liability, cost or expense, including fees and expenses of its attorneys), and the Participating Underwriter and any holder or beneficial owner of the Bonds may, take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Developer to comply with its obligations under this Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed an Event of Default under the Fiscal Agent Agreement, and the sole and exclusive remedy under this Disclosure Certificate in the event of any failure of the Developer to comply with this Disclosure Certificate shall be an action to compel performance.

Section 11. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the Developer agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents (each, an “Indemnified Party”), harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the reasonable costs and expenses (including attorneys’ fees) of defending against any claim of liability, but excluding loss, liabilities, costs and expenses due to an Indemnified Party’s negligence or willful misconduct or failure to perform its duties hereunder.

The Dissemination Agent shall be paid compensation for its services provided hereunder in accordance with its schedule of fees as amended from time to time, which schedule, as amended, shall be reasonably acceptable, and all reasonable expenses, reasonable legal fees and advances made or incurred by the Dissemination Agent in the performance of its duties hereunder. The Dissemination Agent shall have no duty or obligation to review any information E-16
provided to it hereunder and shall not be deemed to be acting in any fiduciary capacity for the City, the Developer, the Fiscal Agent, the Bond owners, or any other party. The obligations of the Developer under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds.

Section 12. Notices. Any notice or communications to be among any of the parties to this Disclosure Certificate may be given as follows:

To the Developer Anthem United Torrente Homes Limited Partnership ____________________
____________________
Attn: _______________
To the Issuer/City: City of Roseville
311 Vernon Street
Roseville, CA 95678
Attn: CFD Administrator
To the Participating
Underwriter: Stifel, Nicholas & Company, Incorporated
_______________
_______________
Attn: _______________
Any person may, by written notice to the other persons listed above, designate a different address or telephone number(s) to which subsequent notices or communications should be sent.

Section 13. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the City, the Developer (its successors and assigns), the Fiscal Agent, the Dissemination Agent, the Participating Underwriter and holders and beneficial owners from time to time of the Bonds, and shall create no rights in any other person or entity. All obligations of the Developer hereunder shall be assumed by any legal successor to the obligations of the Developer as a result of a sale, merger, consolidation or other reorganization.

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Section 14. Counterparts. This Disclosure Certificate may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

IN WITNESS WHEREOF, the Developer has executed this Disclosure Certificate as of the date first above written.

Anthem United Torrente Homes Limited
Partnership
By:

Name:

Title:

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EXHIBIT A

PERIODIC REPORT
This Periodic Report is hereby submitted under Section 4 of the Continuing Disclosure Certificate (the “Disclosure Certificate”) dated October ___, 2023, executed by the undersigned (the “Developer”) in connection with the issuance of the above-captioned bonds by the City of Roseville (the “City”) with respect to its City of Roseville Torrente at Sierra Vista Community Facilities District No. 1 (Public Facilities) (the “District”).

Capitalized terms used in this Periodic Report but not otherwise defined have the meanings given to them in the Disclosure Certificate.

I. Property Ownership and Development
The information in this section is provided as of ____________________ (this date must be not more than 60 days before the date of this Periodic Report).

A. Property currently owned by the Developer in the District (the “Property”):

Development name:

Number of lots (acreage):

B. Status of land development or construction activities:
______________________________________________________________________ ______________________________________________________________________ C. Status of building permits and any significant amendments to land use or development entitlements:
______________________________________________________________________ ______________________________________________________________________ D. Aggregate property sold, optioned or leased by the Developer to end users or merchant builders:

Since the Date of
Issuance of the Bonds
Since the Last Periodic
Report
Acres* ____
Lots ____
Bldg. Sq. Ft. ____
Acres* ____
Lots ____
Bldg. Sq. Ft. ____
* For bulk land sales only (excluding sales of finished lots or completed buildings).

E. Status of any land purchase contracts with regard to the Property, whether acquisition of land in the District by the Developer or sales of land in the District to other property E-19
owners, distinguishing between (i) end users (e.g., condominiums), (ii) developers and (iii) merchant builders.
______________________________________________________________________ ______________________________________________________________________ F. With respect to occupied buildings owned and leased by Developer, (i) occupancy percentage and (ii) a rent roll consisting solely of (A) term of lease and (B) number of square feet subject to the lease, if applicable.
______________________________________________________________________ ______________________________________________________________________ II. Legal and Financial Status of Developer
Unless such information has previously been included or incorporated by reference in a Periodic Report, describe any change in the legal structure of the Developer or the financial condition and financing plan of the Developer that would materially and adversely interfere with its ability to complete its development plan described in the Official Statement. ______________________________________________________________________ ______________________________________________________________________ III. Change in Development or Financing Plans
Unless such information has previously been included or incorporated by reference in a Periodic Report, describe any development plans or financing plans relating to the Property that are materially different from the proposed development and financing plan described in the Official Statement.
______________________________________________________________________ ______________________________________________________________________ IV. Official Statement Updates
Unless such information has previously been included or incorporated by reference in a Periodic Report, describe any other significant changes in the information relating to the Developer or the Property contained in the Official Statement under the heading “ OWNERSHIP OF PROPERTY WITHIN THE DISTRICT” that would materially and adversely interfere with the Developer’s ability to develop and sell the Property as described in the Official Statement. ______________________________________________________________________ ______________________________________________________________________ E-20
V. Other Material Information
In addition to any of the information expressly required above, provide such further information, if any, as may be necessary to make the specifically required statements, in the light of the circumstances under which they are made, not misleading. _____________________________________________________________________ ______________________________________________________________________ Certification
The undersigned Developer hereby certifies that this Periodic Report constitutes the Periodic Report required to be furnished by the Developer under the Disclosure Certificate.

ANY STATEMENTS REGARDING THE DEVELOPER, THE DEVELOPMENT OF THE PROPERTY, THE DEVELOPER’S FINANCING PLAN OR FINANCIAL CONDITION, OR THE

BONDS, OTHER THAN STATEMENTS MADE BY THE DEVELOPER IN AN OFFICIAL

RELEASE, OR FILED WITH THE MUNICIPAL SECURITIES RULEMAKING BOARD, ARE NOT AUTHORIZED BY THE DEVELOPER. THE DEVELOPER IS NOT RESPONSIBLE FOR THE

ACCURACY, COMPLETENESS OR FAIRNESS OF ANY SUCH UNAUTHORIZED STATEMENTS.

THE DEVELOPER HAS NO OBLIGATION TO UPDATE THIS PERIODIC REPORT OTHER THAN AS EXPRESSLY PROVIDED IN THE DISCLOSURE CERTIFICATE.

Dated:
[Anthem United Torrente Homes Limited Partnership]
By: _____________________________
_____________________________
_____________________________
F-1
[Insert Appendix F – Summary of Legals]
G-1

APPENDIX G

DTC AND THE BOOK-ENTRY ONLY SYSTEM
The following description of the Depository Trust Company (“DTC”), the procedures and record keeping with respect to beneficial ownership interests in the 2023 Bonds, payment of principal, interest and other payments on the 2023 Bonds (herein, the “Securities”) to DTC Participants or Beneficial Owners, confirmation and transfer of beneficial ownership interest in the Securities and other related transactions by and between DTC, the DTC Participants and the Beneficial Owners is based solely on information provided by DTC. Accordingly, no representations can be made concerning these matters and neither the DTC Participants nor the Beneficial Owners should rely on the foregoing information with respect to such matters, but should instead confirm the same with DTC or the DTC Participants, as the case may be.

Neither the issuer of the Securities (the “Issuer”) nor the fiscal agent appointed with respect to the Securities (the “Agent”) takes any responsibility for the information contained in this Appendix.

No assurances can be given that DTC, DTC Participants or Indirect Participants will distribute to the Beneficial Owners (a) payments of interest, principal or premium, if any, with respect to the Securities, (b) certificates representing ownership interest in or other confirmation or ownership interest in the Securities, or (c) redemption or other notices sent to DTC or Cede & Co., its nominee, as the registered owner of the Securities, or that they will so do on a timely basis, or that DTC, DTC Participants or DTC Indirect Participants will act in the manner described in this Appendix. The current “Rules” applicable to DTC are on file with the Securities and Exchange Commission and the current “Procedures” of DTC to be followed in dealing with DTC Participants are on file with DTC.

1. The Depository Trust Company (“DTC”) will act as securities depository for the securities (the “Securities”). The Securities will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Security certificate will be issued for each issue of the Securities, each in the aggregate principal amount of such issue, and will be deposited with DTC. If, however, the aggregate principal amount of any issue exceeds $500 million, one certificate will be issued with respect to each $500 million of principal amount, and an additional certificate will be issued with respect to any remaining principal amount of such issue.

2. DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates.

Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding G-2
company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has a Standard & Poor’s rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. The information contained on this Internet site is not incorporated herein by reference.

3. Purchases of Securities under the DTC system must be made by or through Direct Participants, which will receive a credit for the Securities on DTC’s records. The ownership interest of each actual purchaser of each Security (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Securities are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Securities, except in the event that use of the book-entry system for the Securities is discontinued.

Roseville City CouncilSeptember 20, 2023

Roseville City Council
September 20, 2023