Agenda packet — Roseville City Council, July 17, 2024 (part 3 of 4)

5. All other provisions of the Agreement shall remain unchanged and in full force and effect.

IN WITNESS WHEREOF, the City of Roseville, a municipal corporation, has authorized the execution of this First Amendment to Agreement in duplicate by its City Manager and attested to by its City Clerk under the authority of Resolution No. 24-_____ adopted by the Council of the City of Roseville on the ___ day of ___________, 2024, and CONSULTANT has caused this First Amendment to Agreement to be executed.

CITY OF ROSEVILLE, a HDR ENGINEERING, INC., a
municipal corporation Nebraska corporation
BY: _______________________________ BY: _______________________________ DOMINICK CASEY its: _______________________________
City Manager
And

SIGNATURES CONTINUED ON NEXT PAGE
Senior Vice President
[\\Rosenet\rosenetdfs\CITY ATTORNEY\CYCOM\WPDOCS\D024\P005\00087198.DOCX:05/24/2024] ATTEST:

BY: _______________________________
its: _______________________________
BY: _______________________________

CARMEN AVALOS
City Clerk
APPROVED AS TO FORM:

BY: _______________________________

MICHELLE SHEIDENBERGER
City Attorney
APPROVED AS TO SUBSTANCE:

BY: _______________________________
RICHARD D. PLECKER
Environmental Utilities Director

CERTIFICATE
The undersigned hereby certifies that she is the Assistant Secretary of HDR Engineering, Inc., a Nebraska corporation (the “Corporation”), and that, as such, has custody of the minute books of the Corporation, and that, by Consent and Agreement of the Board of Directors, the following resolution was unanimously adopted:
"RESOLVED, that effective immediately, and until termination of said individual from the Corporation, or until recision by the Corporation's Board of Directors, whichever occurs first, the following individuals are hereby granted the nondelegable authority to execute or approve on behalf of the Corporation, contracts, amendments or change orders for engineering services and architectural services incidental to engineering services to be rendered by the Corporation, . . . , or releases of claim or lien in connection with such services, such contracts, amendments, change orders or releases so executed or approved shall be binding upon the Corporation:
. . . Holly L. Kennedy – Senior Vice President . . .”
The undersigned further certifies that the foregoing resolution has been spread in full upon the minute books of the Corporation and is in full force and effect.

DATED August 17, 2023.
(CORPORATE SEAL)
______________________________
Elizabeth C. Buell, Assistant Secretary
[\\Rosenet\rosenetdfs\CITY ATTORNEY\CYCOM\WPDOCS\D024\P005\00087198.DOCX:05/24/2024] EXHIBIT “A”
hdrinc.com
2365 Iron Point Road, Suite 300, Folsom, CA 95630
T: 916.817.4700
May 9, 2024
Janice Gainey
City of Roseville
2005 Hilltop Circle
Roseville, CA 95747
RE: Lead and Copper Rule Regulatory (LCRR) and Technical Assistance - Strategic Communications Amendment
Dear Ms. Gainey,
HDR has been assisting the City of Roseville with its Lead and Copper Rule Revisions (LCRR) compliance efforts since April of 2022. The first phase of this effort consisted of review of federal and state compliance requirements, review of the City’s existing compliance efforts, and development of a Gap Analysis Technical Memorandum (TM). Subsequently, HDR provided assistance in obtaining approval from the California Division of Drinking Water (DDW) for the City’s proposed Service Line Inventory (SLI) methodology and supported City’s consideration for an LCRR compliant communications strategy. A summary of work completed to date is provided below.

Table 1: Summary of Work Completed to Date and New Task Amendment Task Task Name Task Description Status Date
Completed
1 Project Management &
Meetings
Monitoring of project budget and schedule. Invoice
preparation. Development of meeting materials.

Ongoing N/A
2 Identify LCRR
Requirements &
Assess Infrastructure
Inventory
Reviewed LCRR compliance requirements of EPA and
California DDW. Developed a summary of the City’s inventory with desktop data.

Complete 9/28/2023
3 Draft and Final Gap
Assessment TM
Summarized City’s existing LCR compliance efforts and
compiled a list of recommendations for LCRR compliance.

Draft only.

Complete 9/28/2023
4 Inventory Methodology
Plan for DDW
At City’s request, developed an explanation of the City’s plan for inventory efforts and received approval from DDW to proceed.

Complete 3/26/2024
5 Communications
Support
At City’s request, participated in meetings and provided follow up support associated with identification and planning of Communications and Outreach strategy and support needs.

Complete 4/15/2024
6 Public Outreach See new scope provided herein in Attachment A. Initiate @ Amendme
nt NTP
Per scope.

This proposed Amendment supports the preparation of the LCRR Strategic Communications Plan for the City of Roseville (Task 6 services). The scope of services for this work is provided in Attachment A. A detailed fee table is provided in Attachment B.

If you have any questions or require any addition information, please contact Karen Pappas at [email protected] or 925.451.7421.

Sincerely,
HDR Engineering, Inc.

Holly L.L. Kennedy, PE (CA #74682) Karen R. Pappas, PE (CA # 77571) Senior Vice President Project Manager
City of Roseville | Strategic Communications Amendment
Attachment A – Scope
3 Attachment A – Scope
Task 6 – Public Outreach Planning
HDR will develop an LCRR-compliant Communications Plan that will be used to guide employee communication, customer awareness, and community education about the new lead and copper rule regulations. The Communication Plan development will include the following subtasks:

6.1 – Planning
HDR will conduct up to two communication meetings with the City’s Public Information Officer (PIO) and team to support Communications Plan alignment with PIO goals for internal and external audiences.

DELIVERABLES:
• Meeting notes and action items
ASSUMPTIONS:
• Meetings will be held virtually. Up to two HDR staff attend each meeting.

6.2 Communications Plan Development
Based on Task 6.1 outcomes, HDR will develop a Communications Plan that includes, but is not limited to:
• Preparation of a list of recommended tools and tactics the City can develop for internal and external stakeholders and public
• LCRR Communication Requirements
• Key Messaging
• Implementation
o Outreach Toolkit Outline
o Deliverables and schedule
• Community Analytics Infographic
DELIVERABLES:
• Two drafts and one final Communication Plan
ASSUMPTIONS:
• Materials will be provided in Word, Excel, or PDF and delivered electronically.

6.3 Website Page
HDR will develop LCRR required content for an LCRR-specific webpage. The page will serve as the main source of information and provide a means of distributing key communications for LCRR compliance.

DELIVERABLES:
• Draft and final webpage content outline
• Draft and final webpage content
• Draft and final supporting graphics
ASSUMPTIONS:
• The City will manage all backend development
• Content will not exceed five pages
City of Roseville | Strategic Communications Amendment
Attachment A – Scope
4 • Graphics will not exceed five separate deliverables

6.4 Communications Plan Implementation Support
At the City’s direction, HDR will lead (or support) the implementation of tools identified within the Communications Plan. HDR will confirm the division of effort with the City before proceeding with implementation. Deliverables are designed to meet the three tiers of public notifications for LCRR as appropriate e.g., Tier 1 immediate notice, Tier 2 as soon as possible, Tier 3 annual notice.

DELIVERABLES:
• Seven letter templates for:
o Service line material notification letter template for lead o Service line material notification letter template for GRR o Service line material notification letter template for unknown material o Action level exceedance letter template
o Individual tap sample action level exceedance letter template o School sampling notification and overview letter
o Local and state health agency school sampling results letter template • One Messaging document
• One FAQ
• One Internal Talking Points document
• One Infographic
ASSUMPTIONS:
• Water sampling program for schools and childcare facilities has been developed for communications to reference for content such as who did the sampling and methodology • The City is sampling 20% of schools and childcare facilities annually • All deliverables will be translated into Spanish only • Does not include HDR coordination/facilitation of meetings with public and private schools, and childcare facilities to discuss program/notifications
• Additional tools may be added to deliverables list per client review and assignment • Budget may require amendment if additional deliverables are requested City of Roseville | Strategic Communications Amendment
Attachment B – Fee
5 Attachment B – Fee
Table 2 below lists project tasks in terms of contract fee, total fee invoiced, and the proposed fee for this amendment. Additional funds will be required to complete the scope of work proposed herein. A detailed estimate of cost and level of effort for Task 6 is provided in Table 3.

Table 2: Project Cost Overview Summary
Task Task Name Original
Contract Fee
Total Invoiced
through March
Estimate to
Complete
Amendment
Fee Contract Total
1 Project Management & Meetings $21,630.00 $11,645.90 $11,704.69 $1,720.59 $23,350.59 2 Identify LCRR Requirements &
Assess Infrastructure Inventory $58,610.00 $27,562.23 – ($31,047.77) $27,562.23 3 Draft and Final Gap Assessment
TM $20,406.00 $14,356.62 – ($6,049.38) $14,356.62
4 Inventory Methodology Plan for
DDW – $3,324.37 – $3,324.37 $3,324.37
5 Interim Communications Support - $3,092.68 $2,000.00 $5,092.68 $5,092.68 6 Public Outreach Support - $99,400.00 $99,400.00 $99,400.00 Totals $100,646.00 $59,981.80 $113,104.69 $72,440.49 $173,086.49 Table 3: Fee Table - Task 6 Public Outreach Support
Task Principal/
QA/QC
Project
Manager Asst PM GIS Tech Admin/ Graphics Total HDR Total HDR Total HDR Total No. Task Description Karen Pappas Melissa
Diamant
Carlee
Fullenkamp
Vanessa
Bauman
Clerical Adrienne
Dobrowski
Labor
Hours Labor ($) Expenses ($) Cost ($)
Task 6- Public Outreach (Optional)

6.1 LCRR Communication Planning 1 4 4 0 4 0 13 $2,584 $2,584

6.2 LCRR Communication Plan
Development 2 32 4 6 32 24 100 $20,190 $20,190

6.3 LCRR Communication Webpage
content (max 5 pages) and
graphics (max 5 graphics)
2 40 10 0 20 40 112 $24,203 $24,203

6.4 7 Letter Templates 7 56 7 0 14 7 91 $23,054 $23,054

6.4 LCRR Messaging, Talking Points,
and FAQ 2 32 6 0 32 0 72 $14,901 $14,901

6.4 LCRR Infographic 2 16 4 0 4 40 66 $14,468 $14,468
Subtotal Task 6 16 180 35 6 106 111 454 $99,400 $0 $99,400 ORDINANCE NO. 6836

ORDINANCE OF THE COUNCIL OF THE CITY OF ROSEVILLE
AUTHORIZING CERTAIN AMENDMENTS TO THE FISCAL YEAR 2024-25

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 2024-25, is hereby amended as listed on the attached budget adjustment for the Lead and Copper Rule Revisions and Technical Assistance 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 , 2024, by the following vote on roll call:

AYES COUNCILMEMBERS:

NOES COUNCILMEMBERS:

ABSENT COUNCILMEMBERS:

MAYOR
ATTEST:

City Clerk

EXPENDITURES/EXPENSES/TRANSFERSOUT

REQUEST FOR BUDGET ADJUSTMENT
Updated 12/1/2023
ACCOUNT STRING BUDGET ($) DESCRIPTION
Fund Account Center Project Adjustment
6101 5301 84001 500329 72,441 Increase professional services budget for project 500329 EXPENDITURES/EXPENSES/TRANSFERSOUTTOTAL 72,441

REVENUES/TRANSFERS IN
ACCOUNT STRING BUDGET ($) DESCRIPTION
Fund Account Center Project Adjustment

REVENUES/TRANSFERS INTOTAL -
NET ADJUSTMENT 72,441

FUND BALANCE
ACCOUNT STRING BUDGET ($) DESCRIPTION
Fund Account Center Project Adjustment
6101 3601 00000 000000 (72,441) Decrease available resources in the Water Operations Fund 3601 00000 000000
3601 00000 000000
3601 00000 000000
3601 00000 000000
3601 00000 000000
FUND BALANCETOTAL (72,441)
Justification for Budget Adjustment:

Additional funds are needed to amend the professional services contract with HDR to provide public outreach assistance as outlined as an optional task in the original proposal to meet regulatory requirements. This adjustment will increase the professional services budget by $72,441, bringing the total project budget to $193,087 for the Lead and Copper Rule Regulatory and Technical Assistance project (#500329).

REQUESTER NAME & TITLE: Janice Gainey, Principal Engineer FISCAL YEAR: 2024-25 PREPARER NAME & TITLE: Joseph Barrow, EU Business Analyst COUNCIL DATE (if applicable): 07/17/24 DEPARTMENT/DIVISION: Environmental Utilities/Water ORDINANCE:

COUNCIL COMMUNICATION
CC #: 3432
File #: 0800-02 & 0201-01
Title:
2024 Potable Water Master Plan and Hydraulic Model Update – Sole Source Professional Services Agreement and Budget Adjustment
Contact: Janice Gainey 916-774-5535 [email protected] Meeting Date: 7/17/2024
Item #: 6.25.

RECOMMENDATION TO COUNCIL
Staff recommends that City Council:

1. Approve the Professional Services Agreement with West Yost for the 2024 Potable Water Master Plan and Hydraulic Model Update in the amount of $916,607.

2. Adopt a resolution authorizing the City Manager to execute the agreement on behalf of the City.

3. Adopt an ordinance to approve a budget adjustment of $260,000 from available resources in the Water Construction Fund to fully fund the project.

BACKGROUND
The goal of this effort is to establish a baseline for long-term water supply and infrastructure resiliency planning for the Water Utility. The drivers for this effort include:

The need to have an updated Capital Improvement Program for the Water Distribution System for achieving the City Council goal of investing in well-planned infrastructure and growth
Identifying a comprehensive strategy for water supply resiliency for buildout of the City Improving overall water distribution system performance Reducing infrastructure rehabilitation costs through better capital projects planning To achieve the goals of this effort the Water Utility needs to develop a Master Plan of the Potable Water System. This will require an update to the Water Distribution System Hydraulic Water Model as well, which is a tool the Utility uses to guide decisions with water system planning, infrastructure upgrades and capital improvements.

West Yost has extensive institutional knowledge of the City’s water systems gained from over 17 years of working with the water utility on a large variety of projects. Between 2007 and 2023, West Yost has conducted various hydraulic modeling and infrastructure analysis including a system wide model update project, emergency interties modeling, an evaluation of the Pressure Zone 4, Critical Dry Year Water Supply and Infrastructure Assessment, Hydraulic Capacity Evaluation of the West Side Tank and Pump Station, the Atlantic Street Railroad Pipe Crossings, new development modeling support, as well as overall general modeling support. Through these multiple projects, West Yost has developed an in-depth understanding of the City’s complex water distribution system.

Given that it would require a significant amount of time for another consultant to come up to speed to fully understand the complexities of the Roseville Water System, and given that the knowledge West Yost has developed over the years, it will consequently allow them to complete this project in a very timely manner. Environmental Utility staff’s recommendation is to sole source this effort to West Yost as the most efficient, and best value to the City.

FISCAL IMPACT
Initial funding for the 2024 Potable Water Master Plan and Hydraulic Model Update was approved in FY2023-24 for $450,000. An additional $240,000 was appropriated in the adopted FY2024-25 budget, for a total of $690,000. Subsequent contract negotiations indicate that the project will require an additional $260,000 in FY2024-25 for a total project budget of $950,000, which is funded from available resources in the Water Construction Fund.

ENVIRONMENTAL REVIEW
The proposed project to develop a potable water master plan and update of the City’s water model, is non-construction and non-field related work. The California Environmental Quality Act (CEQA) only applies to projects which have the potential to cause a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA. (CEQA Guidelines §15061(b)(3)).

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

Description
Resolution 24-252
Professional Services Agreement
Ordinance 6833
RESOLUTION NO. 24-252

APPROVING A PROFESSIONAL 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 services agreement for a potable water system master plan and hydraulic model update, 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 professional services agreement is hereby approved and that the City Manager is authorized to execute it on behalf of the City of Roseville.

PASSED AND ADOPTED by the Council of the City of Roseville this day of , 2024, by the following vote on roll call:

AYES COUNCILMEMBERS:

NOES COUNCILMEMBERS:

ABSENT COUNCILMEMBERS:

MAYOR
ATTEST:

City Clerk

ORDINANCE NO. 6833

ORDINANCE OF THE COUNCIL OF THE CITY OF ROSEVILLE
AUTHORIZING CERTAIN AMENDMENTS TO THE FISCAL YEAR 2024-25

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 2024-25, is hereby amended as listed on the attached budget adjustment for the 2024 Potable Water Master Plan and Hydraulic Model Update 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 , 2024, by the following vote on roll call:

AYES COUNCILMEMBERS:

NOES COUNCILMEMBERS:

ABSENT COUNCILMEMBERS:

MAYOR
ATTEST:

City Clerk

EXPENDITURES/EXPENSES/TRANSFERS OUT

REQUEST FOR BUDGET ADJUSTMENT
Updated 12/1/2023
ACCOUNT STRING BUDGET ($) DESCRIPTION
Fund Account Center Project Adjustment
6120 5301 84001 500148 260,000 Add funds to increase professional services budget EXPENDITURES/EXPENSES/TRANSFERS OUT TOTAL 260,000

REVENUES/TRANSFERS IN
ACCOUNT STRING BUDGET ($) DESCRIPTION
Fund Account Center Project Adjustment

REVENUES/TRANSFERS IN TOTAL -
NET ADJUSTMENT 260,000

FUND BALANCE
ACCOUNT STRING BUDGET ($) DESCRIPTION
Fund Account Center Project Adjustment
6120 3601 00000 000000 (260,000) Reduce available resources in the Water Construction Fund 3601 00000 000000
3601 00000 000000
3601 00000 000000
3601 00000 000000
3601 00000 000000
FUND BALANCE TOTAL (260,000)
Justification for Budget Adjustment:

Initial funding for the Potable Water Master Plan for FY24 was approved for $450,000, an additional $240,000 has been included in the FY25 budget request, for a total of $690,000. Subsequent contract negotiations resulted in an increase in projected project costs of $260,000 in FY25 for a total project budget of $950,000.

REQUESTER NAME & TITLE: Janice Gainy, Principal Engineer FISCAL YEAR: 2024-25 PREPARER NAME & TITLE: Joseph Barrow, EU Business Analyst COUNCIL DATE (if applicable): 07/17/24 DEPARTMENT/DIVISION: EU Water ORDINANCE:

COUNCIL COMMUNICATION
CC #: 3446
File #: 0900-02
Title:

Sanitary Sewer Manhole Access Assessment Project – Non-Capital Multi-Year Project Approval and Budget Adjustment
Contact: Arashdeep Singh 916-746-1854 [email protected] Meeting Date: 7/17/2024
Item #: 6.26.

RECOMMENDATION TO COUNCIL
Staff recommends that Council authorize the establishment of a new non-capital multi-year project, the Sanitary Sewer Manhole Access Assessment Project, and adopt an ordinance to approve a budget adjustment appropriating $100,000 using available resources in the Wastewater Rehabilitation Fund.

BACKGROUND
The City of Roseville Environmental Utilities (EU) Wastewater Division remains committed to proactively enhancing and managing the wastewater collection system. In compliance with Waste Discharge Requirements (WDR) permit requirements and mitigation efforts identified in a recent sanitary sewer overflow (SSO) spill report, this project will assess sanitary sewer manhole (SSMH) access to identify locations that could impede preventive maintenance and emergency operations efforts. The goal of this project is to evaluate the current maintenance access for each SSMH, identify potential limitations, and develop prioritized recommendations to address the constraints.

FISCAL IMPACT
The recommended budget adjustment for the project is funded by available resources in the Wastewater 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. 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,
Arashdeep Singh, Senior Engineer
Richard D. Plecker, Environmental Utilities Director
_____________________________
Dominick Casey, City Manager
ATTACHMENTS:

Description
Ordinance 6839
ORDINANCE NO. 6839

ORDINANCE OF THE COUNCIL OF THE CITY OF ROSEVILLE
AUTHORIZING CERTAIN AMENDMENTS TO THE FISCAL YEAR 2024-25

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 2024-25, is hereby amended as listed on the attached budget adjustment for the Sanitary Sewer Manhole Access Assessment 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 _________________, 2024, by the following vote on roll call:

AYES COUNCILMEMBERS:

NOES COUNCILMEMBERS:

ABSENT COUNCILMEMBERS:
_______________________________
MAYOR
ATTEST:
__________________________
City Clerk
REQUESTER NAME & TITLE: Arashdeep Singh , Senior Engineer FISCAL YEAR: 2024-25 PREPARER NAME & TITLE: Archana Wagley, Sr. EU Business Analyst COUNCIL DATE (if applicable): 07/17/24 DEPARTMENT/DIVISION: EUD Wastewater Utility ORDINANCE:

EXPENDITURES/EXPENSES/TRANSFERS OUT
BUDGET ($)
Fund Account Center Project Adjustment
6230 5301 84001 500539 100,000
100,000

REVENUES/TRANSFERS IN
BUDGET ($)
Fund Account Center Project Adjustment
-
100,000

FUND BALANCE
BUDGET ($)
Fund Account Center Project Adjustment
6230 3601 00000 000000 (100,000)
3601 00000 000000
3601 00000 000000
3601 00000 000000
3601 00000 000000
3601 00000 000000
(100,000)
Justification for Budget Adjustment:

Staff recommends that Council authorize the establishment of a new Non-Capital Multi-Year Project, the Sanitary Sewer Manhole Access Assessment project, and adopt an ordinance to approve a budget adjustment appropriating $100,000 in the Wastewater Rehabilitation Fund (6230) to fund it. The Environmental Utilities Wastewater Division remains committed to proactively enhancing and managing our wastewater collection system. In compliance with waste discharge requirements and considering the recent sanitary sewer overflow (SSO) spill review, a potential challenge was identified with sanitary sewer maintenance hole (SSMH) access that could impede proactive and emergency operations and maintenance efforts. The goal of this project is to evaluate the current maintenance access for each SSMH, identify potential limitations, and develop prioritized recommendations to address these constraints.

FUND BALANCE TOTAL

REQUEST FOR BUDGET ADJUSTMENT
Updated 5/24/2024

ACCOUNT STRING

DESCRIPTION
Reduce available resources in the Wastewater
Rehabilitation Fund

NET ADJUSTMENT

ACCOUNT STRING

DESCRIPTION

ACCOUNT STRING

DESCRIPTION
Establish professional services budget for project #
500539

REVENUES/TRANSFERS IN TOTAL

EXPENDITURES/EXPENSES/TRANSFERS OUT TOTAL

COUNCIL COMMUNICATION
CC #: 3436
File #: 0900-02-02-01 & 0201-01
Title:

Dry Creek Wastewater Treatment Plant Motor Control Center and Switchgear Replacement Project – Design-Build Construction Agreement Amendment, Change Order Authorization, and Budget Adjustment
Contact: Jeremy Snyder 916-746-1829 [email protected] Meeting Date: 7/17/2024
Item #: 6.27.

RECOMMENDATION TO COUNCIL
Staff recommends that the City Council take the following actions:

1. Adopt a resolution to approve the design-build agreement amendment with Auburn Constructors and adopt a resolution authorizing the City Manager to execute it;

2. Authorize the City Manager, or his designee, to approve change orders for the Design-Build Agreement for the Dry Creek Wastewater Treatment Plant Motor Control Center and Switchgear Replacement Design-Build Project with Auburn Constructors that could increase the amended contract amount of $7,643,681 by no more than 2.6% ($200,000), up to a not-to-exceed total contract amount of $7,843,681; and

3. Adopt an ordinance to approve a budget adjustment in the amount of $300,000, increasing the total project budget to $8,206,300.

BACKGROUND
The City of Roseville entered a design-build agreement with Auburn Constructors to provide construction and design services for the replacements of the motor control centers (MCCs) and switchgear at the Dry Creek Wastewater Treatment Plant. This project includes the replacement of five (5) MCCs and two (2) switchgear that were installed in 1972, have reached the end of useful life, have no manufacturer support and spare parts are no longer available.

The need for an amendment to increase the cost of the construction agreement by $237,381 arose when reviewing the equipment submittals. The City was interested in seeing safety options that would better protect its employees and assets, and asked the design-build team to provide “break-out” pricing so the City could review these options and make decisions based on feasibility in our working environment. The following three items were selected by staff as necessary improvements not included in the original design-build agreement and have a total cost of $237,381:
- Replacing the UL891 Switchboard to a compartmentalized UL1558 Draw-Out Switchgear offers more protection from ARC Flash events and has better isolation features for maintenance, making it more capable to de-energize individual sections during maintenance ($199,574). - Adding Modbus Communications to circuit breakers, power monitors, variable frequency drives and soft-starters provides more reliable and faster communication protocols ($33,655). - Adding voltage presence sensors on main circuit breakers provides real-time monitoring of energy potential ($4,152).

FISCAL IMPACT
The recommended budget adjustment for the Dry Creek Wastewater Treatment Plant Motor Control Center and Switchgear Replacement Project, in the amount of $300,000, is funded by the Wastewater Regional Rehabilitation Fund. The recommended design-build agreement amendment of $237,381 and the not-to-exceed change order authority of $200,000 can be accommodated by the overall project budget. The budget adjustment increases the total project budget to $8,206,300.

Since this is a regional wastewater project, the Wastewater Regional 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. For this $300,000 budget request, the City will be reimbursed approximately $105,000. This means the actual fiscal impact of this budget request to the available resources in the Wastewater Regional Rehabilitation Fund will be approximately $195,000 after the City is reimbursed. Overall, the City’s share of the project’s total budget will be approximately $5,334,095, which is the total budget less the estimated 35 percent reimbursed from the South Placer Wastewater Authority (SPWA) partners.

ENVIRONMENTAL REVIEW
CEQA compliance for the Dry Creek Wastewater Treatment Plant Motor Control Center and Switchgear Replacement project was accomplished with preparation of the Class 1 and Class 2 Notice of Exemption (NOE) pursuant to Sections 15301 and 15302 of the CEQA guidelines (Adopted: June 7, 2023). This budget adjustment and design-build agreement amendment does not result in any changes to the project and remains consistent with the project evaluated in the approved NOE. As such, no additional CEQA action is required at this time.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Goal C - Maintain a safe and healthy community
Goal E - Deliver exceptional city services
Goal F - Invest in well-planned infrastructure and growth Respectfully Submitted,
Jeremy Snyder, Preventative Maintenance Supervisor
Richard D. Plecker, Environmental Utilities Director
_____________________________
Dominick Casey, City Manager
ATTACHMENTS:

Description
Resolution 24-255
Amendment No. 1 to Design-Build ConstructionAgreement
Ordinance 6834
Original CEQA Notice of Exemption
RESOLUTION NO. 24-255

APPROVING A FIRST AMENDMENT TO DESIGN-BUILD CONSTRUCTION

AGREEMENT, BY AND BETWEEN AUBURN CONSTRUCTORS, LLC AND THE CITY

OF ROSEVILLE, AND AUTHORIZING THE CITY MANAGER TO EXECUTE IT

ON BEHALF OF THE CITY OF ROSEVILLE
WHEREAS, a First Amendment to Design-Build Construction Agreement for the Dry Creek Wastewater Treatment Plant Motor Control Center and Switchgear Replacements Project, by and between Auburn Constructors, LLC, and the City of Roseville, has been reviewed by the City Council; and
WHEREAS, through the course of construction, staff requested the addition of three items as necessary improvements not included in the original design-build agreement:
 Replacing the UL891 Switchboard to a compartmentalized UL1558 Draw-Out Switchgear;
 Adding Modbus Communications to circuit breakers, power monitors, variable frequency drives and soft-starters; and
 Adding voltage presence sensors on main circuit breakers provides real-time monitoring of energy potential.

WHEREAS, staff is requesting that the City council approve an increase of 2.6% to the change order authority, for an additional $200,000 for the Project.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that said First Amendment to Design-Build Construction Agreement is hereby approved and the City Manager is authorized to execute it on behalf of the City of Roseville.

BE IT FURTHER RESOLVED that the City Manager or his designee is authorized to approve additional change orders for the project, consistent with the contract terms, provided that the net cost of all change orders shall not exceed 2.6% or $200,000.

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

ORDINANCE NO. 6834

ORDINANCE OF THE COUNCIL OF THE CITY OF ROSEVILLE
AUTHORIZING CERTAIN AMENDMENTS TO THE FISCAL YEAR 2024-25

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 2024-25, is hereby amended as listed on the attached budget adjustment for the Dry Creek Wastewater Treatment Plan Motor Control Center and Switchgear Replacement Design-Build 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 , 2024, by the following vote on roll call:

AYES COUNCILMEMBERS:

NOES COUNCILMEMBERS:

ABSENT COUNCILMEMBERS:

MAYOR
ATTEST:

City Clerk

EXPENDITURES/EXPENSES/TRANSFERS OUT

REQUEST FOR BUDGET ADJUSTMENT
Updated 12/1/2023
ACCOUNT STRING BUDGET ($) DESCRIPTION Fund Account Center Project Adjustment 6231 6587 84001 500193 300,000 To increase capital outlay budget for DCWWTP Motor Control Center and Switchgear Replacement (500193)
EXPENDITURES/EXPENSES/TRANSFERS OUT TOTAL 300,000

REVENUES/TRANSFERS IN
ACCOUNT STRING BUDGET ($) DESCRIPTION
Fund Account Center Project Adjustment

REVENUES/TRANSFERS INTOTAL -
NET ADJUSTMENT 300,000

FUND BALANCE
ACCOUNT STRING BUDGET ($) DESCRIPTION
Fund Account Center Project Adjustment
6231 3601 00000 000000 (300,000) To decrease available resources in the Wastewater Regional Rehabilitation Fund (6231)
3601 00000 000000
3601 00000 000000
3601 00000 000000
3601 00000 000000
3601 00000 000000
FUND BALANCE TOTAL (300,000)
Justification for Budget Adjustment:

The Dry Creek Wastewater Treatment Plant Motor Control Center and Switchgear Replacement project (#500193) requires an additional $300,000 to complete remaining work including providing motor control centers (MCCs) and electrical switchgear replacements, testing, communications/networking, programming and SCADA integration, and engineering work at the Dry Creek Wastewater Treatment Plant. This encompasses a contract amendment with Auburn Constructors for $237,381 for scope change to add safety features on Switchgear and to add contingency in the amount of $62,619. The existing project budget is $7,906,300, this budget adjustment would bring the new Project Budget total to $8,206,300
Since this is a regional wastewater project, the City will be reimbursed approximately 35% of project costs from its partners, the South Placer Municipal Utility District and Placer County.

REQUESTER NAME & TITLE: Jeremy Snyder, EU Maintenance Superintendent FISCAL YEAR: 2024-25 PREPARER NAME & TITLE: Linda York, EU Business Analyst COUNCIL DATE (if applicable): 07/17/24 DEPARTMENT/DIVISION: EU/Wastewater ORDINANCE:

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: Dry Creek Wastewater Treatment Plant Motor Control Center and Switchgear Replacements
Project Location(s): 1800 Booth Road, Roseville, CA 95747. Assessor’s Parcel Numbers 474- 080-009-000, 474-110-001-000, 474-110-002-000, 473-080-000-000, and 473-080-002-000.

Project Description: The City seeks to replace five existing motor control centers (MCCs) and two electrical switchgears at the Dry Creek Water Treatment Plant. A Condition Assessment performed in 2018 determined that the existing equipment has reached its end of life, and because it was installed in 1973, it is no longer supported, and spare parts are no longer available. The replacements will also include associated testing, communications/networking, programming and SCADA integration, and engineering, all of which will result in the efficient continued operation of the facility. The project would not result in an expansion of use.

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 and Class 2 Categorical Exemption as described in Section 15301 and Section 15302 of the California Environmental Quality Act (CEQA) guidelines which states:
“Class 1 (Existing Facilities) consists of … minor alteration of existing public or private structures, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of use; and
“Class 2 consists of the…replacement or reconstruction of existing…facilities…including...replacement or reconstruction of existing utility systems involving negligible or no expansion of capacity.”
The project consists of replacing the existing MCCs and switchgears at the Dry Creek Wastewater Treatment Plant. The project would not result in expansion of use. Consequently, the Class 1 and Class 2 Categorical Exemptions apply.

Lead Agency Contact Person: Jeremy Snyder, Roseville Department of Environmental Utilities (916-746-1936).

Signature: Date: 05-24-2023
Jessica Lynch, Environmental Coordinator
City of Roseville

COUNCIL COMMUNICATION
CC #: 3443
File #: 0900-02-02-2 & 0201-01
Title:

Pleasant Grove Wastewater Treatment Plant Influent Pump Station Rehabilitation Project – Design-Build Construction Agreement Amendment, Change Order Authorization, and Budget Adjustment
Contact: Jeremy Snyder 916-746-1829 [email protected] Meeting Date: 7/17/2024
Item #: 6.28.

RECOMMENDATION TO COUNCIL
Staff recommends that the City Council take the following actions:

1. Adopt a resolution to approve the design-build agreement amendment with Syblon Reid and authorize the City Manager to execute it;

2. Authorize the City Manager, or his designee, to approve change orders for the Design-Build Agreement for the Pleasant Grove Wastewater Treatment Plant Influent Pump Station Rehabilitation Project with Syblon Reid that could increase the amended contract amount of $4,171,200 by no more than 8.6% ($366,000), up to a not-to-exceed total contract amount of $4,587,200; and

3. Adopt an ordinance to approve a budget adjustment in the amount of $725,000 from the Wastewater Regional Rehabilitation Fund to the Pleasant Grove Wastewater Treatment Plant Influent Pump Station Rehabilitation Project.

BACKGROUND
The City of Roseville entered into a design-build agreement with Syblon Reid to provide construction and design services for the rehabilitation of the influent pump station facility of the Pleasant Grove Wastewater Treatment Plant. This project includes the replacement of the influent pumps due to reaching end of useful life and excessive costs of rebuilds, and the replacement of the variable frequency drives for these pumps due to end of useful life, lack of manufacturer support and spare parts being unavailable.

Two issues arose to cause the need for the increase in cost to the construction agreement by $359,000:

1.) Operations requested the addition of scope to include valves and piping that would be used to bypass side-stream flow to the diversion ponds in the event of extreme wet weather. This would aid the plant in treating the heavy influent flow ($159,000).

2.) Operations requested the addition of scope to include valves and piping that would be used to bypass filter reject flow to the filter to waste in the event of extreme wet weather. This would aid the plant in treating the heavy influent flow ($200,000).

FISCAL IMPACT
The recommended budget adjustment for the Pleasant Grove Wastewater Treatment Plant Influent Pump Station Rehabilitation Project, in the amount of $725,000, is funded by the Regional Wastewater Rehabilitation Fund. The design-build agreement amendment of $359,000 and the not-to-exceed change order allowance of $366,000 is accommodated by this budget adjustment. The budget adjustment increases the total project budget to $4,737,200.

Since this is a regional wastewater project, the Wastewater Regional 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. For this $725,000 budget request, the City will be reimbursed approximately $253,750. This means the actual fiscal impact of this budget request to the available resources in the Wastewater Regional Rehabilitation Fund will be $471,250 after the City is reimbursed. Overall, the City’s share of the project’s total budget will be approximately $3,079,180, which is the total budget less the estimated 35 percent reimbursed from the South Placer Wastewater Authority (SPWA) Partners.

ENVIRONMENTAL REVIEW
CEQA compliance for the Pleasant Grove Wastewater Treatment Plant Influent Pump Station Rehabilitation project was accomplished with preparation of the Class 1 and Class 2 Notice of Exemption (NOE) pursuant to Sections 15301 and 15302 of the CEQA guidelines (Adopted:

August 16, 2023). This budget adjustment and design-build agreement amendment does not result in any changes to the project and remains consistent with the project evaluated in the approved NOE. As such, no additional CEQA action is required at this time.

Description
Resolution 24-260
Amendment No. 1 to Design-Build ConstructionAgreement
Ordinance 6837
Original CEQA Notice of Exemption
RESOLUTION NO. 24-260

APPROVING A FIRST AMENDMENT TO DESIGN-BUILD CONSTRUCTION

AGREEMENT, BY AND BETWEEN SYBLON REID AND THE CITY OF ROSEVILLE,

AND AUTHORIZING THE CITY MANAGER TO EXECUTE IT

ON BEHALF OF THE CITY OF ROSEVILLE
WHEREAS, a First Amendment to Design-Build Construction Agreement for the Pleasant Grove Wastewater Treatment Plant Influent Pump Station Rehabilitation Project, by and between Syblon Reid, and the City of Roseville, has been reviewed by the City Council; and WHEREAS, through the course of construction, staff requested the addition of valves and piping that would be used to bypass side-stream flow to the diversion ponds as well as reject flow to the filter to waste, in the event of extreme wet weather; and WHEREAS, staff is requesting that the City council approve an increase of 8.6% to the change order authority, for an additional $366,000 for the Project.

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

ORDINANCE NO. 6837

ORDINANCE OF THE COUNCIL OF THE CITY OF ROSEVILLE
AUTHORIZING CERTAIN AMENDMENTS TO THE FISCAL YEAR 2024-25

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 2024-25, is hereby amended as listed on the attached budget adjustment for the Pleasant Grove Wastewater Treatment Plant Influent Pump Station Rehabilitation Design-Build 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 , 2024, by the following vote on roll call:

AYES COUNCILMEMBERS:

NOES COUNCILMEMBERS:

ABSENT COUNCILMEMBERS:

MAYOR
ATTEST:

City Clerk

EXPENDITURES/EXPENSES/TRANSFERS OUT

REQUEST FOR BUDGET ADJUSTMENT
Updated 12/1/2023
ACCOUNT STRING BUDGET ($)

DESCRIPTION
Fund Account Center Project Adjustment
6231 6587 84001 500060 725,000
Increase Capital Outlay budget for project #500060,
PGWWTP Influent Pump station Pumps and Variable
Frequency Drive Replacement
EXPENDITURES/EXPENSES/TRANSFERS OUT TOTAL 725,000

REVENUES/TRANSFERS IN
ACCOUNT STRING BUDGET ($)

DESCRIPTION
Fund Account Center Project Adjustment

REVENUES/TRANSFERS IN TOTAL -
NET ADJUSTMENT 725,000

FUND BALANCE
ACCOUNT STRING BUDGET ($)

DESCRIPTION
Fund Account Center Project Adjustment
6231 3601 00000 000000 (725,000) Reduce available resources in the Wastewater Rehabilitation Fund (6231)
3601 00000 000000
3601 00000 000000
3601 00000 000000
3601 00000 000000
3601 00000 000000
FUND BALANCE TOTAL (725,000)
Justification for Budget Adjustment:

The Pleasant Grove Wastewater Treatment Plant Influent Pump Station Pumps and Variable Frequency Drive Replacement project encompasses the installation, testing, communications/networking, programming and Supervisory Control and Data Acquisition (SCADA) integration, and engineering of multiple Variable Frequency Drives (VFD’s) and influent pump replacements. The current budget for this Project is $4,012,200. An additional $725,000 is requested for two change orders for $359,000 (Side Stream Bypass and Filter Reject Bypass) as well as contingency for $366,000 (a contingency was not included on this proejct at the inception) for a project total of $4,737,200. Since this is a regional wastewater project, the City will be reimbursed approximately 35% of project costs from its partners, South Placer Municipal Utility District and Placer County.

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: Pleasant Grove Wastewater Treatment Plant Influent Pump Station Rehabilitation – New Design-Build Contract and Request for Budget Adjustment Project Location(s): 5051 Westpark Drive, Roseville, CA 95747. Assessor’s Parcel Number 017-101-025-000.

Project Description: The Environmental Utilities Department (EU) seeks to execute a designbuild agreement to provide Variable Frequency Drives (VFD’s) and submersible influent pump replacements, testing, communications/networking, programming and SCADA integration, and engineering for Pleasant Grove Wastewater Treatment Plant influent pump station rehabilitation.

The project was initiated to replace end-of-life electrical equipment and pumps. The existing VFD’s are no longer supported and spare parts are unavailable. The original equipment manufacturer does not exist on this capacity presently. The pumps are needing to be rebuilt more often, have become less reliable, and the rebuild costs, due to the age of the equipment, has increased significantly. The project would increase reliability of the pumps while reducing operating costs, and it would not result in an expansion of use.

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 and Class 2 Categorical Exemption as described in Section 15301 and Section 15302 of the California Environmental Quality Act (CEQA) guidelines which states:
“Class 1 (Existing Facilities) consists of … minor alteration of existing public or private structures, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of use; and
“Class 2 consists of the…replacement or reconstruction of existing…facilities…including...replacement or reconstruction of existing utility systems involving negligible or no expansion of capacity.”
The project consists of replacing the VFDs and submersible influent pumps, testing, communications/networking, programming and SCADA integration, and engineering Pleasant Grove Wastewater Treatment Plant. The project would not result in expansion of use.

Consequently, the Class 1 and Class 2 Categorical Exemptions apply.

Lead Agency Contact Person: Jeremy Snyder, Roseville Department of Environmental Utilities (916-746-1936).

Signature: Date: 07-24-2023
Jessica Lynch, Environmental Coordinator
City of Roseville

COUNCIL COMMUNICATION
CC #: 3460
File #: 0400-04-15 & 0400-09-01
Title:

Second Reading - Formation of Amoruso Ranch Community Facilities District No. 1 (Public Facilities) and Amoruso Ranch Community Facilities District No. 2 (Public Services); and Annexation of Territory and Authorize Special Taxes in City of Roseville Community Facilities District No. 3 (Municipal Services), Annexation No. 28, Amoruso Ranch
Contact: Jeannine Thrash 916-774-5473 [email protected] Dennis Kauffman 916-774-5313 [email protected]
Meeting Date: 7/17/2024
Item #: 6.29.

RECOMMENDATION TO COUNCIL
ORDINANCE NO. 6689 LEVYING SPECIAL TAXES WITHIN CITY OF ROSEVILLE AMORUSO RANCH COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES), for second reading and adoption.

BACKGROUND
Not applicable.

FISCAL IMPACT
Not applicable.

ENVIRONMENTAL REVIEW
Not applicable.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Goal F - Invest in well-planned infrastructure and growth Respectfully Submitted,
_____________________________
Dominick Casey, City Manager
ATTACHMENTS:

Description
Ordinance 6689
ORDINANCE NO. 6689

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ROSEVILLE LEVYING

SPECIAL TAXES WITHIN CITY OF ROSEVILLE AMORUSO RANCH COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES)
WHEREAS, on April 5, 2023, this City Council (the “City Council”) of the City of Roseville (the “City”), adopted a resolution stating its intention to establish “City of Roseville Amoruso Ranch Community Facilities District No. 1 (Public Facilities)” (the “CFD”) and Improvement Area No. 1 therein, and “City of Roseville Amoruso Ranch Community Facilities District No. 1 (Public Facilities) (Future Annexation Area)” (the “Future Annexation Area”) pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, sections 53311, et. seq., of the California Government Code (the “Act”), to finance certain public services and the acquisition and construction of certain facilities; and
WHEREAS, parcels within the Future Annexation Area shall be annexed to the CFD only with the unanimous approval (each, a “Unanimous Approval”) of the owner or owners of each parcel or parcels at the time that parcel or those parcels are annexed to the CFD, without any requirement for further public hearings or additional proceedings; and WHEREAS, in connection with any future annexation, the City may designate a parcel or parcels as an improvement area (each, a “Future Improvement Area”) within the CFD without additional hearings or procedures, and thereafter all proceedings for approval of the appropriations limit, the rate and method of apportionment and manner of collection of special taxes, and the authorization to incur bonded indebtedness for the improvement area, which may be different from other areas of the CFD, shall apply only to the Future Improvement Area; and WHEREAS, notice was published as required by the Act relative to the intention of this City Council to form the CFD and the Future Annexation Area, to provide for certain facilities and services, and to incur bonded indebtedness for the initial boundaries of the CFD; and WHEREAS, this City Council has held noticed public hearings as required by the Act relative to (i) the determination to proceed with the formation of the CFD and the Future Annexation Area, and the rate and method of apportionment of the special tax to be levied within the CFD to finance a portion of the costs of the facilities and services and (ii) the issuance of not to exceed $ $594,000,000 of bonded indebtedness (the “Authorization”), initially allocated as follows: (i) for Improvement Area No. 1, $124,000,000 and (ii) for the Future Annexation Area, $470,000,000, secured by the special tax levied in the initial boundaries of the CFD (excluding bonds described in Section 53364.2(e) of the California Government Code) for the CFD; and
WHEREAS, at said hearing all persons desiring to be heard on all matters pertaining to the formation of the CFD and the Future Annexation Area, and the levy of said special taxes within the CFD were heard, substantial evidence was presented and considered by this City Council and a full and fair hearing was held; and
WHEREAS, subsequent to the hearing, this City Council adopted resolutions entitled “A Resolution of the City Council of the City of Roseville to Form a Community Facilities District, 2 Designate an Improvement Area Therein, Establish a Future Annexation Area, Provide for Additional Future Improvement Areas Therein, and to Authorize the Levy of a Special Tax Therein to Finance Public Facilities and Public Services in and for such Community Facilities District (the “Resolution of Formation”), “A Resolution Determining Necessity to Incur Bonded Indebtedness of the City Council of the City of Roseville for the City of Roseville Amoruso Ranch Community Facilities District No. 1 (Public Facilities)” (the “Resolution of Necessity”) and “A Resolution Calling Special Election of the City Council of the City of Roseville Regarding the City of Roseville Amoruso Ranch Community Facilities District No. 1 (Public Facilities),” which resolutions defined the public facilities and services to be financed by the CFD (the “Facilities” and “Services,” respectively), established the CFD and the Future Annexation Area, authorized the levy of a special tax with the CFD, determined the necessity to incur bonded indebtedness in the CFD and called an election within the CFD on the propositions of incurring indebtedness, levying a special tax, and establishing an appropriations limit within the CFD, respectively; and WHEREAS, on June 21, 2023, a special election was held within the CFD at which the eligible landowner-electors approved such propositions by the two-thirds vote required by the Act.

NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ROSEVILLE, as follows:

Section 1. By the passage of this Ordinance, the City Council hereby authorizes and levies special taxes within the CFD (including any parcels in the Future Annexation Area that annex into the CFD) and each Future Improvement Area, if any, pursuant to the Act, at the rate and in accordance with the rate and method of apportionment of special tax for Improvement Area No. 1 of the CFD set forth as an exhibit to the Resolution of Formation or the rate and method of apportionment of special tax for the Future Improvement Area set forth in the Unanimous Approval(s) for such Future Improvement Area (each, a “Rate and Method”), which Resolution of Formation and Unanimous Approval(s) are by this reference incorporated herein.

For Future Improvement Areas, a different rate and method may be adopted if the annexed territory is designated as a separate improvement area, as provided in the Resolution of Formation. The special taxes for the payment of Facilities and Services are hereby levied commencing in fiscal year 2023-24 and in each fiscal year thereafter as provided in each applicable Rate and Method. A special tax shall not be levied to finance the Facilities and Services after the fiscal year identified in the applicable Rate and Method, except that a special tax that was lawfully levied in or before the final tax year and that remains delinquent may be collected in subsequent years.

Section 2. The Chief Financial Officer of the City is hereby authorized and directed each fiscal year to determine the specific special tax rate and amount to be levied for the next ensuing fiscal year for each parcel of real property within the CFD and each Future Improvement Area, if any, in the manner and as provided in the Resolution of Formation.

Section 3. Except as set forth in the Rate and Method, properties or entities of the State, federal or local governments shall be exempt from any levy of the special taxes. In no event shall the special taxes be levied on any parcel within the CFD (including any parcels in the Future Annexation Area that annex into the CFD) or a Future Improvement Area, if any, in excess of the maximum tax specified in the Resolution of Formation and the applicable Rate and Method.
3 Section 4. All of the collections of the special tax shall be used as provided for in the Act, the applicable Rate and Method and in the Resolution of Formation including, but not limited to, the payment of principal and interest on bonds secured by the special taxes (the “Bonds”), the replenishment of the reserve fund for the Bonds, the payment of the costs of the Facilities and Services, the payment of the costs of the City in administering the CFD (including any parcels in the Future Annexation Area that annex into the CFD), or a Future Improvement Area, if any, and the costs of collecting and administering the special tax.

Section 5. The special taxes shall be collected in the same manner as ordinary ad valorem taxes are collected and shall have the same lien priority, and be subject to the same penalties and the same procedure and sale in cases of delinquency as provided for ad valorem taxes; provided, however, that this City Council may provide for other appropriate methods of collection by resolutions of this City Council. In addition, the provisions of Section 53356.1 of the Act shall apply to delinquent special tax payments. The Chief Financial Officer of the City is hereby authorized and directed to provide all necessary information to the auditor/tax collector of the County of Placer in order to effect proper billing and collection of the special tax, so that the special tax shall be included on the secured property tax roll of the County of Placer for fiscal year 2023-24 and for each fiscal year thereafter as provided in each applicable Rate and Method.

Section 6. If for any reason any portion of this Ordinance is found to be invalid, or if the special tax is found inapplicable to any particular parcel within the CFD (including any parcels in the Future Annexation Area that annex into the CFD), or a Future Improvement Area, if any, by a court of competent jurisdiction, the balance of this Ordinance and the application of the special tax to the remaining parcels within the CFD or a Future Improvement Area, if any, shall not be affected.

Section 7. The Mayor shall sign this Ordinance and the City Clerk shall cause the same to be published within fifteen (15) days after its passage at least once in a newspaper of general circulation published and circulated in the City.

Section 8. This Ordinance shall take effect 30 days from the date of final passage. * * * * * * * * * * *
PASSED AND ADOPTED by the Council of the City of Roseville this 21st day of June, 2023, by the following vote on roll call:

AYES COUNCILMEMBERS: Bernasconi, Alvord, Roccucci, Mendonsa, Houdesheldt NOES COUNCILMEMBERS: None
ABSENT COUNCILMEMBERS: None

MAYOR
4 ATTEST:

City Clerk

COUNCIL COMMUNICATION
CC #: 3458
File #: 0102-06
Title: Proclamation - Parks and Recreation Month July 2024 Contact: Blair Hutchison 916-774-5266 [email protected] Meeting Date: 7/17/2024
Item #: 6.30.

RECOMMENDATION TO COUNCIL
Proclaim July 2024 as Parks and Recreation Month and urge all residents to visit and enjoy Roseville’s recreation facilities, parks, trails and open spaces.

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
Not applicable.

Respectfully Submitted,
Blair Hutchison, City Clerk Technician
Carmen Avalos, City Clerk
_____________________________
Dominick Casey, City Manager
ATTACHMENTS:

Description
Proclamation - Parks and Recreation Month July 2024

COUNCIL COMMUNICATION
CC #: 3459
File #: 0102-10
Title: Resolution - Brian Jacobson
Contact: Blair Hutchison 916-774-5266 [email protected] Meeting Date: 7/17/2024
Item #: 6.31.

RECOMMENDATION TO COUNCIL
Commend Brian Jacobson for his 19 years of outstanding service and dedication to the City of Roseville, congratulate him for his many accomplishments, and wish him a long, healthy, and enjoyable retirement.

BACKGROUND
Not applicable.

FISCAL IMPACT
Not applicable.

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

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Not applicable.

Respectfully Submitted,
Blair Hutchison, City Clerk Technician
Carmen Avalos, City Clerk
_____________________________
Dominick Casey, City Manager
ATTACHMENTS:

Description
Resolution - Brian Jacobson

COUNCIL COMMUNICATION
CC #: 3433
File #: 0400-04-15 & 0206-03-01
Title:

Amoruso Ranch Community Facilities District No. 1 (Public Facilities) Improvement Area No. 1 Bond Issuance
Contact: Jeannine Thrash 916-774-5473 [email protected] Dennis Kauffman 916-774-5313 [email protected]
Meeting Date: 7/17/2024
Item #: 7.1.

RECOMMENDATION TO COUNCIL
Staff recommends that the City Council adopt a resolution authorizing the issuance of special tax bonds for, and on behalf of, Improvement Area No. 1 of the City of Roseville Amoruso Ranch Community Facilities District (CFD) No. 1 (Public Facilities), as well as approving the following documents:

Fiscal Agent Agreement
Bond Purchase Agreement
Funding, Construction and Acquisition Agreement
Preliminary Official Statement

BACKGROUND
Amoruso Ranch CFD No. 1 (Public Facilities) was formed on June 21, 2023 with Resolution 23- 292. The bonds are being issued at the developer's request, in an amount not to exceed $36,000,000, 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 2024 bonds, (iii) pay capitalized interest on the 2024 Bonds through September 1, 2024, and (iv) pay costs of issuance of the 2024 Bonds. The maximum authorized indebtedness for the District is $594,000,000, of which $124,000,000 is allocated to Improvement Area No.1.

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

ENVIRONMENTAL REVIEW
The California Environmental Quality Act (CEQA) does not apply to activities that will not result in a direct or reasonably foreseeable indirect physical change in the environment, or is otherwise not considered a project as defined by CEQA Statute §21065 and CEQA State Guidelines §15060(c)(3) and §15378. Adoption of the resolution and approval of the documents described herein 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 is 5.286%; (2) estimated finance charge of the Bonds (sum of all fees and charges paid to third parties) is $856,980; (3) estimated amount of proceeds of the Bonds received by the City (net of finance charges, reserves and capitalized interest, if any) is $26,113,113; 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 is $63,787,956.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Goal A - Remain fiscally responsible in a changing world Respectfully Submitted,
Jeannine Thrash, Management Analyst
Dennis Kauffman, Assistant City Manager/ Chief Financial Officer _____________________________
Dominick Casey, City Manager
ATTACHMENTS:

Description
Resolution 24-253
Fiscal Agent Agreement
Bond PurchaseAgreement
Funding, Construction andAcquisitionAgreement
Preliminary Official Statement
RESOLUTION NO. 24-253

A RESOLUTION AUTHORIZING THE ISSUANCE OF SPECIAL TAX BONDS FOR AND ON BEHALF OF IMPROVEMENT AREA NO. 1 OF THE CITY OF ROSEVILLE AMORUSO RANCH COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES), APPROVING AND DIRECTING THE EXECUTION OF A

FISCAL AGENT AGREEMENT, BOND PURCHASE AGREEMENT AND

ACQUISITION AGREEMENT, APPROVING THE FORM OF PRELIMINARY

OFFICIAL STATEMENT, 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 the Amoruso Ranch Community Facilities District No. 1 (Public Facilities) (the “District”), and to designate Improvement Area No. 1 therein (“Improvement Area No. 1”) and establish the “City of Roseville Amoruso Ranch Community Facilities District No. 1 (Public Facilities) (Future Annexation Area)” (the “Future Annexation Area”), 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 $594,000,000, of which 124,000,000 is allocated to Improvement Area No. 1, and the City now desires to issue the first series of the bonds (the “Bonds”) for Improvement Area No. 1; 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, N.A., as fiscal agent, providing for the issuance of the Bonds of the City for Improvement Area No. 1, 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 Piper Sandler & Co, as underwriter (the “Underwriter”), pursuant to the terms of a Bond Purchase Agreement by and between the City and the Underwriter, and the Underwriter proposes to offer the Bonds to the investing public by means of a Preliminary Official Statement, and the Council, with the aid of City staff, has reviewed the Bond Purchase Agreement and the Preliminary Official Statement and found them to be in proper order, and now desires to approve said documents; and WHEREAS, 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 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 Acquistion Agreement; and
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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 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 Amoruso Ranch Community Facilities District No. 1 (Public Facilities) Improvement Area No. 1 Special Tax Bonds Series 2024” in an aggregate principal amount not to exceed $36,000,000 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 Improvement Area No. 1 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 Improvement Area No. 1, plus the portion of all other bonds outstanding that are secured by a special tax levied under the Act on property within Improvement Area No. 1 or a special assessment levied on property within Improvement Area No. 1.

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

6. Approval of Official Statement and Continuing Disclosure Certificate. The Council hereby approves the Preliminary Official Statement with respect to the Bonds, in substantially the form on file with the City Clerk. Distribution of the Preliminary Official Statement by the City and the Underwriter is hereby approved, and, prior to the distribution of the Preliminary Official Statement, and each Authorized Officer, each acting alone or together with any other Authorized Officer, is authorized and directed, on behalf of the City, to deem the Preliminary Official Statement “final” pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934 (the “Rule”). The execution of the final Official Statement, which shall include such changes and additions thereto deemed advisable by the Authorized Officer executing the same, and such information permitted to be excluded from the Preliminary Official Statement pursuant to the Rule, is hereby approved for delivery to the purchasers of the Bonds, and each Authorized Officer, each acting alone or together with any other Authorized Officer, is authorized and directed to execute and deliver the final Official Statement for and on behalf of the City, with final pricing information included and with such changes and additions thereto deemed advisable by the Authorized Officer executing the same.

The Council hereby approves the Continuing Disclosure Certificate to be executed by the City, the form of which is attached as an exhibit to the Preliminary Official Statement. Each of the Authorized Officers is hereby authorized and directed to approve any changes in or additions to a final form of said Continuing Disclosure Certificate, and the execution thereof by an Authorized Officer shall be conclusive evidence of approval of any such changes and additions. The final Continuing Disclosure Certificate shall be executed in the name and on behalf of the City by an Authorized Officer.

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 $36,000,000 or result in an Underwriter’s discount in excess of 1.30% of the par amount of the Bonds, or a true interest cost in excess of

6.50%. 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 Improvement Area No. 1, and the sale and issuance of the Bonds, are hereby approved, confirmed and ratified, and the - 4
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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. * * * * *
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 , 2024, by the following vote of the City Council:

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

City Clerk
Jones Hall Draft 6.24.24

FISCAL AGENT AGREEMENT
by and between

CITY OF ROSEVILLE
and
U.S. BANK TRUST COMPANY, N.A.,
as Fiscal Agent
Dated as of ______________ 1, 2024
Relating to:
$_______________
City of Roseville
Amoruso Ranch Community Facilities District No. 1 (Public Facilities) Improvement Area No. 1
Special Tax Bonds
Series 2024
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TABLE OF CONTENTS

ARTICLE I

STATUTORY AUTHORITY AND DEFINITIONS
Section 1.01. Authority for this Agreement.........................................................................................3 Section 1.02. Agreement for Benefit of Bondowners .........................................................................3 Section 1.03. Definitions.....................................................................................................................3

ARTICLE II
THE 2024 BONDS
Section 2.01. Principal Amount; Designation ...................................................................................12 Section 2.02. Terms of the 2024 Bonds ...........................................................................................12 Section 2.03. Redemption ................................................................................................................13 Section 2.04. Form of Bonds............................................................................................................16 Section 2.05. Execution of Bonds.....................................................................................................16 Section 2.06. Transfer of Bonds.......................................................................................................17 Section 2.07. Exchange of Bonds ....................................................................................................17 Section 2.08. Bond Register.............................................................................................................18 Section 2.09. Temporary Bonds.......................................................................................................18 Section 2.10. Bonds Mutilated, Lost, Destroyed or Stolen ...............................................................18 Section 2.11. Limited Obligation.......................................................................................................18 Section 2.12. Book-Entry Only System ............................................................................................18 Section 2.13. No Acceleration ..........................................................................................................20

ARTICLE III

ISSUANCE OF BONDS
Section 3.01. Issuance and Delivery of Bonds.................................................................................21 Section 3.02. Application of Proceeds of Sale of 2024 Bonds .........................................................21 Section 3.03. Special Tax Fund........................................................................................................21 Section 3.04. Improvement Fund .....................................................................................................22 Section 3.05. Costs of Issuance Fund..............................................................................................23

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 Section 5.15. Covenant to Foreclose ...............................................................................................31 Section 5.16. Continuing Disclosure to Owners ...............................................................................31 ii
Section 5.17. Additional Bonds.........................................................................................................31 Section 5.18. Yield of the Bonds ......................................................................................................34

ARTICLE VI
INVESTMENTS; DISPOSITION OF INVESTMENT PROCEEDS;

LIABILITY OF THE CITY
Section 6.01. Deposit and Investment of Moneys in Funds .............................................................35 Section 6.02. Rebate of Excess Investment Earnings to the United States.....................................36 Section 6.03. Limited Obligation.......................................................................................................36

ARTICLE VII

THE FISCAL AGENT
Section 7.01. Appointment of Fiscal Agent.......................................................................................37 Section 7.02. Liability of Fiscal Agent...............................................................................................37 Section 7.03. Information..................................................................................................................39 Section 7.04. Notice to Fiscal Agent.................................................................................................39 Section 7.05. Compensation, Indemnification ..................................................................................40

ARTICLE VIII

MODIFICATION OR AMENDMENT OF THIS AGREEMENT
Section 8.01. Amendments Permitted..............................................................................................41 Section 8.02. Owners’ Meetings.......................................................................................................41 Section 8.03. Procedure for Amendment with Written Consent of Owners......................................42 Section 8.04. Disqualified Bonds......................................................................................................42 Section 8.05. Effect of Supplemental Agreement.............................................................................42 Section 8.06. Endorsement or Replacement of Bonds Issued After Amendments ..........................43 Section 8.07. Amendatory Endorsement of Bonds ..........................................................................43 Section 8.08. Opinion of Counsel Regarding Supplemental Agreement..........................................43

ARTICLE IX

MISCELLANEOUS
Section 9.01. Benefits of Agreement Limited to Parties ...................................................................44 Section 9.02. Successor is Deemed Included in All References to Predecessor ............................44 Section 9.03. Discharge of Agreement.............................................................................................44 Section 9.04. Execution of Documents and Proof of Ownership by Owners ...................................45 Section 9.05. Waiver of Personal Liability ........................................................................................45 Section 9.06. Notices to and Demands on City and Fiscal Agent ....................................................45 Section 9.07. Partial Invalidity ..........................................................................................................46 Section 9.08. Unclaimed Moneys.....................................................................................................46 Section 9.09. Applicable Law ...........................................................................................................46 Section 9.10. Conflict with Act..........................................................................................................46 Section 9.11. Conclusive Evidence of Regularity.............................................................................46 Section 9.12. Payment on Business Day .........................................................................................46 Section 9.13. Counterparts...............................................................................................................46 Section 9.14. U.S.A. Patriot Act........................................................................................................46

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 ______________ 1, 2024, 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 Amoruso Ranch Community Facilities District No. 1 (Public Facilities) (the “District”), and U.S. Bank Trust Company, N.A., as fiscal agent (the “Fiscal Agent”).

W I T N E S S E T H :

WHEREAS, the City Council of 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”) and Resolution No. 23-292 of the City Council adopted on June 21, 2023, to form the District and the City of Roseville Amoruso Ranch Community Facilities District No. 1 (Public Facilities) (Future Annexation Area) (the “Future Annexation Area”), to designate City of Roseville Amoruso Ranch Community Facilities District No. 1 (Public Facilities) Improvement Area No. 1 (“Improvement Area No. 1”), to authorize the levy of special taxes upon the land within Improvement Area No. 1, 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 City Council, as legislative body of the District, authorized the incurrence of bonded indebtedness for the District, including the Future Annexation Area, in the maximum aggregate principal amount of $594,000,000 (the “Authorization”), initially allocated as follows:
(i) for Improvement Area No. 1, $124,000,000 and (ii) for the portion of the Future Annexation Area, an amount not to exceed $470,000,000, and the City now desires to issue the first series of special tax bonds under the Authorization; 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 ___________--, 2024, the City Council of the City adopted its Resolution No. 24-_____ (the “Resolution”), which resolution, among other matters, authorized the issuance of the City of Roseville Amoruso Ranch Community Facilities District No. 1 (Public Facilities) Special Tax Bonds Series 2024 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 2 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:
3 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 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. “Acquisition Agreement” means the Funding, Construction and Acquisition Agreement dated as of __________,2024 by and between the City and the Developer. “Additional Bonds” means any series of bonds issued on a parity with the 2024 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 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. “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 4 principal amount of the respective series of Outstanding Bonds, including any mandatory sinking fund payments, due in such Bond Year.
“Authorized Officer” means the City Manager, Assistant City Manager, Chief Financial Officer, City Attorney or any other officer or employee authorized by the City Council of the City or by an Authorized Officer to undertake the action referenced in this Agreement as required to be undertaken by an Authorized Officer.
“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 ____________ 1, 2025. “Bonds” means the 2024 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. “Certificate of the Special Tax Consultant” means a written certificate signed by the special tax consultant or special tax administrator to the City with respect to the Bonds. “Chief Financial Officer” means the duly acting Chief Financial Officer of the City, or if the City has no Chief Financial Officer, the Finance Director, Treasurer or other officer of the City serving a similar role.
“City” means the City of Roseville, California, and any successor thereto. “Closing Date” means ____________, 2024, the date upon which there is a physical delivery of the 2024 Bonds in exchange for the amount representing the purchase price of the 2024 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 Dissemination Agent, as originally executed and as it may be amended from time to time in accordance with the terms thereof.
5 “Cost 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 Amoruso Ranch 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 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 6 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 passthrough 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 Area No. 1” means the area designated as Improvement Area No. 1 of the District pursuant to the Resolution of Formation.
“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 __________ 1, ______.
“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 7 the Fiscal Agent or surrendered to the Fiscal Agent for cancellation; (ii) Bonds paid or deemed 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 8 repurchase obligation shall be required to be performed in not more than thirty (30) days; (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 9 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 corporate trust office of the Fiscal Agent set forth in Section 9.06, or such other or additional offices as may be designated by the Fiscal Agent. “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 Agreement.
“Record Date” means the 15th day of the month preceding an Interest Payment Date, whether or not such day is a Business Day.
10 “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 2024 Bonds shall not increase after the date of issuance of the 2024 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 in accordance with Section 4.03(A).
“Resolution” means Resolution No. 24-_____ adopted by the City Council of the City on __________, 2024, which resolution, among other matters, authorized the issuance of the Bonds. “Resolution of Formation” means Resolution No. 23-292 adopted by the City Council of the City on June 21, 2023, 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 Amoruso Ranch Community Facilities District No. 1 (Public Facilities),” approved by the qualified electors in the District on January 16, 2019, 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 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 11 “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 2024 Bonds” means the 2024 Bonds maturing on September 1, _____, _____, and _______.
“2024 Bonds” means the City of Roseville Amoruso Ranch Community Facilities District No. 1 (Public Facilities) Special Tax Bonds Series 2024. “2024 Reserve Account” means the account within the Reserve Fund by that name established pursuant to Section 4.03(A).
12 ARTICLE II
THE 2024 BONDS
Section 2.01. Principal Amount; Designation. The 2024 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 2024 Bonds shall be designated the “City of Roseville Amoruso Ranch Community Facilities District No. 1 (Public Facilities) Improvement Area No. 1 Special Tax Bonds Series 2024.”
Section 2.02. Terms of the 2024 Bonds.
(A) Form; Denominations. The 2024 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 2024 Bonds shall be lettered and numbered in a customary manner as determined by the Fiscal Agent.
(B) Date of the 2024 Bonds. The 2024 Bonds shall be dated the Closing Date. (C) CUSIP Identification Numbers. “CUSIP” identification numbers shall be imprinted on the 2024 Bonds, but such numbers shall not constitute a part of the contract evidenced by the 2024 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 2024 Bonds. In addition, failure on the part of the City or the Fiscal Agent to use such CUSIP numbers in any notice to Owners shall not constitute an event of default or any violation of the City’s contract with such Owners and shall not impair the effectiveness of any such notice. (D) Maturities. The 2024 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
(E) Interest. The 2024 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 2024 Bond shall bear interest from the Interest Payment Date next preceding the date of authentication thereof unless (i) it is 13 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 2024 Bond, interest is in default thereon, such 2024 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 2024 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 2024 Bonds; provided that so long as any 2024 Bonds are in book-entry form, payments with respect to such 2024 Bonds shall be made by wire transfer or such other method acceptable to the Fiscal Agent to the Depository. The principal of the 2024 Bonds and any premium on the 2024 Bonds are payable in lawful money of the United States of America upon surrender of the 2024 Bonds at the Principal Office of the Fiscal Agent. All 2024 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 2024 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 Bonds are subject to optional redemption from any source of available funds (other than Prepayments of the Special Tax by property owners), in whole or in part among maturities as specified by the City and by lot within a maturity, on any date on and after September 1, _____ at the following respective redemption prices (expressed as percentages of the principal amount of the Bonds to be redeemed), plus accrued interest thereon to the date of redemption:

Redemption Dates
Redemption
Price
September 1, _____ through August 31, _____ 103%
September 1, _____ through August 31, _____ 102
September 1, _____ through August 31, _____ 101
September 1, _____ and any date thereafter 100
(ii) Mandatory Redemption From Prepayments. The Bonds are subject to mandatory redemption from Prepayments of the Special Tax by property owners, in whole or in part among maturities as specified by the City and by lot within a maturity, on any Interest Payment Date at the following respective redemption prices (expressed as percentages of the principal amount of the Bonds to be redeemed), plus accrued interest thereon to the date of redemption:
14 Redemption Dates
Redemption
Price
Interest Payment Dates through and including March 1, _____ 103% September 1, _____ and March 1, _____ 102
September 1, _____ and March 1, _____ 101
September 1, _____ and any Interest Payment Date thereafter 100 Prepayments and amounts released from the Reserve Fund in connection with Prepayments will be allocated to the redemption of the 2024 Bonds and any Additional Bonds as nearly as practicable on a proportionate basis based on the outstanding principal amount of the 2024 Bonds and any Additional Bonds and shall be applied to redeem 2024 Bonds and Additional Bonds as nearly as practicable on a pro rata basis among maturities in increments of $5,000; provided, however, that, for Prepayments of less than $50,000, the City may specify in an Officer’s Certificate that Prepayments be applied to one or more maturities of the 2024 Bonds or Additional Bonds so long as there is delivered to the Fiscal Agent a Certificate of the Special Tax Consultant that, following such redemption from Prepayments, the maximum Special Taxes that may be levied in each Fiscal Year is not less than 110% of Maximum Annual Debt Service. (iii) Mandatory Sinking Fund Redemption. The Bonds maturing on September 1, _____, September 1, _____ and September 1, _____ (the “Term Bonds”) are subject to mandatory sinking payment redemption in part on September 1, _____, September 1, _____ and September 1, _____, respectively, and on each September 1 thereafter to maturity, by lot, at a redemption price equal to 100% of the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts as set forth in the following tables:

Term Bonds Maturing September 1, ____
Mandatory
Redemption Date
(Sept. 1)
Sinking Fund
Payment
(maturity)
Term Bonds Maturing September 1, ____
Mandatory
Redemption Date
(Sept. 1)
Sinking Fund
Payment
(maturity)
15 Term Bonds Maturing September 1, _____
Mandatory
Redemption Date
(Sept. 1)
Sinking Fund
Payment
(maturity)
The amounts in the foregoing tables shall be reduced pro rata, at the direction of the City in an Officer’s Certificate, as a result of any prior partial optional or mandatory redemption of the Term 2024 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 2024 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 2024 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 2024 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 cause notice of any redemption to be mailed by first class mail, postage prepaid, at least 20 days but not more than 60 days prior to the date fixed for redemption, to the Securities Depositories and to one or more Information Services, and to the respective registered Owners of any 2024 Bonds designated for redemption, at their addresses appearing on the 2024 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 2024 Bonds.

Such notice shall state the redemption date and the redemption price and, if less than all of the then Outstanding 2024 Bonds are to be called for redemption, shall designate the CUSIP numbers and 2024 Bond numbers of the 2024 Bonds to be redeemed by giving the individual CUSIP number and 2024 Bond number of each 2024 Bond to be redeemed or shall state that all 2024 Bonds between two stated 2024 Bond numbers, both inclusive, are to be redeemed or that all of the 2024 Bonds of one or more maturities have been called for redemption, shall state as to any 2024 Bond called in part the principal amount thereof to be redeemed, and shall require that such 2024 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 2024 Bonds will not accrue from and after the redemption date.

Upon the payment of the redemption price of 2024 Bonds being redeemed, each check or other transfer of funds issued for such purpose shall, to the extent practicable, bear the CUSIP 16 number identifying, by issue and maturity, of the 2024 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 2024 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 2024 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 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 2024 Bonds of any maturity, the Fiscal Agent shall select the 2024 Bonds to be redeemed, from all 2024 Bonds or such given portion thereof of such maturity by lot in any manner which the Fiscal Agent in its sole discretion shall deem appropriate.

Upon surrender of 2024 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 2024 Bond or 2024 Bonds, of the same series and maturity, of authorized denominations in an aggregate principal amount equal to the unredeemed portion of the 2024 Bond or 2024 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 2024 Bonds so called for redemption shall have been deposited in the Bond Fund, such 2024 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 2024 Bonds redeemed and purchased by the Fiscal Agent pursuant to this Section shall be canceled by the Fiscal Agent. The Fiscal Agent dispose of the cancelled 2024 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 2024 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 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. 17 Only such Bonds as shall bear thereon a certificate of authentication in substantially the form set forth in Exhibit A, executed manually or electronically 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 also 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. 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, 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 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.
18 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 and 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 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 19 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 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 20 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.
21 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 2024 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 2024 Bonds. The proceeds of the purchase of the 2024 Bonds by the Original Purchaser in the amount of $__________ (representing the principal of amount of the 2024 Bonds ($__________), plus original issue premium of $__________, less an Original Purchaser’s discount of $__________), shall be paid to the Fiscal Agent, who shall forthwith set aside, pay over and deposit such proceeds on the Closing Date as follows:
(i) Deposit in the Improvement Fund $__________;
(ii) Deposit in the 2024 Reserve Account of the Reserve Fund $__________;
(iii) Deposit in the 2024 Capitalized Interest Account of the Bond Fund $__________ to pay interest on the 2024 Bonds through ____________ 1, 2025; 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 Chief Financial Officer, Amoruso Ranch Community Facilities District No. 1 (Public Facilities) Special Tax Bonds 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 Chief Financial Officer shall withdraw from the Special Tax Fund and transfer to the Fiscal Agent for deposit: (i) in the Bond Fund, an amount, taking into account any amounts then 22 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, Amoruso Ranch Community Facilities District No. 1 (Public Facilities) Improvement Area No. 1 Special Tax Bonds 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. 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 Officers 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. (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. 23 (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 has 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, Amoruso Ranch Community Facilities District No. 1 (Public Facilities) Improvement Area No. 1 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 2024 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 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 a Cost 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 6 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 2024 Bonds.

Thereafter, every invoice received by the Fiscal Agent shall be submitted to the Chief Financial Officer 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 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 2024 Bonds shall be secured by a pledge and lien on the 2024 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, Amoruso Ranch 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 “2024 Capitalized Interest Account,” which account is hereby established for purposes of accounting for the disposition of 2024 Bonds, a portion of the proceeds of which will be deposited to such 2024 Capitalized Interest Account pursuant to Section 3.02. The amount deposited to the 2024 Capitalized Interest Account and any investment earnings thereon shall be used solely to make payments on the 2024 Bonds on ________ and __________. Any excess amounts remaining in the 2024 Capitalized Interest Account after making such payments shall be transferred to the Bond Fund on or about September 2, 2025, and the 2024 Capitalized Interest Account shall thereupon be closed. 25 (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).

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 Chief Financial Officer 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 Chief Financial Officer 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 Chief Financial Officer in writing of such fact, and the Chief Financial Officer 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, Amoruso Ranch Community Facilities District No. 1 (Public Facilities) Special Tax Bonds Improvement Area No. 1 Reserve Fund (the “Reserve Fund”), and within the Reserve Fund shall be established a “2024 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 26 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 Chief Financial Officer.
(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 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 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.
(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 27 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 2024 Bonds are not so used as to cause the 2024 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 2024 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 Chief Financial Officer 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 Chief Financial Officer shall in no way affect the obligations of the Chief Financial Officer under the following two paragraphs. Upon receipt of such notice, the Chief Financial Officer 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 Chief Financial Officer, 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 Chief Financial Officer 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 Chief Financial Officer 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 Chief Financial Officer 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 Chief Financial 31 Officer. 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 of Placer 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
a) the amount so collected is deficient by more than 5% of the total amount of the Special Tax for Improvement Area No. 1 levied in such Fiscal Year, then the City will institute, prosecute and pursue such foreclosure proceedings against each parcel in Improvement Area No. 1 for which any installment of the Special Tax is delinquent in the time and manner provided below; or
(b) the amount so collected is deficient by less than 5% of the total amount of the Special Tax levied in Improvement Area No. 1 in such Fiscal Year, but property owned by any single property owner in Improvement Area No. 1 is delinquent cumulatively by an amount equal to four installment payments with respect to the current and past Special Tax due, then the City will institute, prosecute and pursue such foreclosure proceedings against each such property owner in the time and manner provided below.

The City shall within 30 days thereafter send a written demand letter to the delinquent parcel(s) and lender of record, if any, as the first step in instituting foreclosure proceedings as authorized by the Mello-Roos Act in order to enforce the lien of the delinquent installment of the Special Tax on each such parcel, and shall thereafter diligently prosecute and pursue such foreclosure proceedings to judgment and sale in such manner and upon such timing as advised by legal counsel, taking into account the amounts delinquent, the estimate cost of legal proceedings, the status of Special Tax collections and available debt service reserves.

Additionally notwithstanding any of the foregoing, in certain instances the amount of a Special Tax delinquency on a particular parcel in relation to the cost of appropriate foreclosure proceedings may be such that the costs do not warrant the foreclosure proceedings costs. In such cases, foreclosure proceedings may be delayed by the City until there are sufficient Special Tax delinquencies accruing to such parcel (including interest and penalties thereon) to warrant the cost of such foreclosure proceedings.

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.
32 (A) Issuance of Additional Bonds. In addition to the 2024 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 2024 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 Bonds shall have occurred and then be continuing, (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) Both of the following conditions are met:
(i) Regarding All Parcels in Improvement Area No. 1: The aggregate value of all parcels in Improvement Area No. 1 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 proportionate principal amount of any bonds then outstanding and payable from assessments which are a lien against property in Improvement Area No. 1, plus (4) a portion of the aggregate principal amount of all bonds issued under the Act, other than Bonds then Outstanding and the Additional Bonds, payable at least partially from special taxes to be levied on parcels of land subject to the Special Tax within Improvement Area No. 1 (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 Improvement Area No. 1 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 against which special taxes are levied to pay the Other Mello-Roos Bonds (such fraction to be determined based 33 upon the special taxes which could be levied the year in which the Additional Bonds are issued, as determined by the City), based upon information from the most recent available Fiscal Year.
(ii) Regarding Recently Annexed Parcels: The aggregate value of the Recently Annexed Parcels, including then existing improvements and any facilities to be constructed or acquired with the proceeds of the Additional Bonds, as determined by an MAI appraisal, assessed valuations shown on the then current County tax roll, or by a combination of both methods, is at least 3.00 times the sum of (1) the Attributable Principal Amount of all Bonds then Outstanding, plus (2) the Attributable Principal Amount of the Additional Bonds proposed to be issued, plus (3) the proportionate amount of any bonds then outstanding and payable from assessments which are a lien against the Recently Annexed Parcels, plus (4) the allocation of Other Mello-Roos Bonds determined to be applicable to the Recently Annexed Parcels pursuant to subsection (i) directly above.

As used herein, “Recently Annexed Parcels” means all parcels in Improvement Area No. 1 subject to the Special Tax which were annexed into Improvement Area No. 1 following the closing date for the then-most recently issued series of Bonds, and “Attributable Principal Amount” means for the Bonds or any Additional Bonds, calculated separately, an amount equal to the aggregate outstanding principal amount of such Bonds and Additional Bonds multiplied by a fraction, the numerator of which is the amount of special taxes that will be levied for such Bonds and Additional Bonds on Recently Annexed Parcels in the first fiscal year in which the levy includes debt service for the applicable series of Additional Bonds, and the denominator of which is the total amount of special taxes that will be levied for the Bonds and Additional Bonds on all parcels of land in Improvement Area No. 1 against which the special taxes are levied to pay the Bonds and Additional Bonds in such 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.

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 34 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.
35 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 36 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.
37 ARTICLE VII

THE FISCAL AGENT
Section 7.01. Appointment of Fiscal Agent. U.S. Bank Trust Company, N.A., 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 company into which the Fiscal Agent may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Fiscal Agent may sell or transfer all or substantially all of its corporate trust business, provided such company shall be eligible under the following paragraph of this Section, shall be the successor to such Fiscal Agent 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, and may appoint a successor or successors thereto, but any such successor shall be a bank or trust company having a combined capital (exclusive of borrowed capital) and surplus of at least $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 bank or trust company 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 bank or trust company 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 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 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 38 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.

The Fiscal Agent may become the owner of the Bonds with the same rights it would have if it were not the Fiscal Agent.
39 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 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 40 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.
41 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.
42 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, 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 43 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. 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, 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. 44 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.
45 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.

The City shall pay and indemnify the Fiscal Agent against any tax, fee or other charge imposed on or assessed against the Federal Securities deposited pursuant to this Section or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Owners of Outstanding Bonds.

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: Chief Financial Officer
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:
46 U.S. Bank Trust Company, National Association
2222 E. Camelback Road, Suite 110
Phoenix, AZ 85016
Attention: Global Corporate Trust
Fax: (415) 677-3597
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 47 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.
[Signature Page to Fiscal Agent Agreement dated as of ______________ 1, 2024] 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. ______, adopted by the Council of the City of Roseville on ___________, 2024, 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
Amoruso Ranch Community Facilities District
No. 1 (Public Facilities)
By:

DOMINICK CASEY
City Manager
U.S. BANK TRUST COMPANY, N.A., as
Fiscal Agent
By:

Vice President
ATTEST:

By:

SONIA OROZCO
City Clerk
APPROVED AS TO FORM:

By:

ROBERT R. SCHMITT
City Attorney
APPROVED AS TO SUBSTANCE:

By:

DENNIS KAUFFMAN
Assistant City Manager/Chief Financial Officer
A-1

EXHIBIT A

FORM OF BOND

UNITED STATES OF AMERICA

STATE OF CALIFORNIA
No. __________ $____________

CITY OF ROSEVILLE
AMORUSO RANCH COMMUNITY FACILITIES DISTRICT NO. 1
(PUBLIC FACILITIES) IMPROVEMENT AREA NO. 1

SPECIAL TAX BONDS
SERIES 2024
INTEREST RATE: MATURITY DATE: BOND DATE: CUSIP:
_____, 2024
REGISTERED OWNER: CEDE & CO.

PRINCIPAL AMOUNT: DOLLARS
The City of Roseville (the “City”) for and on behalf of the City of Roseville Amoruso Ranch 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 for, semiannually on March 1 and September 1, commencing March 1, 2025 (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 principal corporate trust office of U.S. Bank Trust Company, N.A. in San Francisco, California (the “Fiscal Agent”). Interest on this Bond shall be paid by check of the Fiscal Agent mailed by first class mail on each Interest Payment Date to the Owner hereof as of the close of business on the 15th day of the month preceding the month in which the Interest Payment Date occurs 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.

A-2
This Bond is one of a duly authorized issue of bonds approved by resolutions of the City Council of the City on _________, 2024 pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, Sections 53311, et seq., of the California Government Code (the “Mello-Roos Act”) for the purpose of providing moneys for the construction and acquisition of authorized improvements for the District, and is one of the bonds designated “City of Roseville Amoruso Ranch Community Facilities District No. 1 (Public Facilities) Improvement Area No. 1 Special Tax Bonds Series 2024” (the “Bonds”). The issuance of the Bonds and the terms and conditions thereof are provided for by a Fiscal Agent Agreement, dated as of ______________ 1, 2024, 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 Improvement Area No. 1 that are received by the City, including all scheduled payments and delinquent payments thereof, interest thereon and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the special taxes, net of a 1% administration charge of the County (as such charge may be changed in the future), but not including interest in excess of the interest due on the Bonds or any penalties collected in connection with any such foreclosure.

Interest on this Bond shall be payable from the Interest Payment Date next preceding the date of authentication hereof, unless (i) it is authenticated on an Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (ii) such date of authentication is after a Record Date but on or prior to an Interest Payment Date, in which event interest will be payable from such Interest Payment Date, or (iii) such date of authentication is prior to the first Record Date, in which event interest will be payable from the Bond Date shown above; provided however, that if at the time of authentication of this Bond, interest is in default hereon, this Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment hereon.

Any tax for the payment hereof shall be limited to the Special Tax, except to the extent that provision for payment has been made by the City as may be permitted by law. The Bonds do not constitute obligations of the City for which the City is obligated to levy or pledge, or has levied or pledged, general or special taxation other than described herein above.

The Bonds are subject to optional redemption from any source of available funds (other than Prepayments of the Special Tax by property owners), in whole or in part among maturities as specified by the City and by lot within a maturity, on any date on and after September 1, _____ at the following respective redemption prices (expressed as percentages of the principal amount of the Bonds to be redeemed), plus accrued interest thereon to the date of redemption:

Redemption Dates
Redemption
Price
Interest Payment Dates through and including March 1, _____ 103% September 1, _____ and March 1, _____ 102
September 1, _____ and March 1, _____ 101
September 1, _____ and any Interest Payment Date thereafter 100 The Bonds maturing on September 1, _____, September 1, _____ and September 1, _____ (the “Term Bonds”) are subject to mandatory sinking payment redemption in part on September 1, _____, September 1, _____ and September 1, _____, respectively, and on each September 1 thereafter to maturity, by lot, at a redemption price equal to 100% of the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts as set forth in the following tables:

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.

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 AMORUSO RANCH
COMMUNITY FACILITIES DISTRICT NO. 1
(PUBLIC FACILITIES)
By:

Mayor
A-5
By:

City Clerk
FISCAL AGENT’S CERTIFICATE OF AUTHENTICATION
This is one of the Bonds described in the Resolution and the Agreement.

Dated: _____________, 2024
U.S. BANK TRUST COMPANY, N.A., as Fiscal
Agent
By:

Authorized Signatory
A-6

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
Improvement Area No. 1 of
Amoruso Ranch Community Facilities District No. 1 (Public Facilities) Special Tax Bonds
Series 2024
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 ______________ 1, 2024 (the “Fiscal Agent Agreement”), by and between the City and U.S. Bank Trust Company, N.A., 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
(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.

B-2
Dated: __________, 20__

CITY OF ROSEVILLE
By:

Authorized Officer
B-3

SCHEDULE A
Payee Name and Address Purpose of Obligation Amount
Draft of June 24, 2024
1 4881-0553-3898v2/024667-0121
$__________

CITY OF ROSEVILLE
AMORUSO RANCH COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES) IMPROVEMENT AREA NO. 1

SPECIAL TAX BONDS
SERIES 2024

BOND PURCHASE AGREEMENT
_____, 2024
City of Roseville
311 Vernon Street,
Roseville, California 95678
Ladies and Gentlemen:

Piper Sandler & Co. (the “Underwriter”), acting not as a fiduciary or agent for you, but on behalf of itself, offers to enter into this Bond Purchase Agreement (the “Purchase Agreement”) with the City of Roseville, California (the “City”) acting on behalf of the City of Roseville Amoruso Ranch Community Facilities District No. 1 (Public Facilities) (the “District”) which, upon acceptance, will be binding upon the City and upon the Underwriter. This offer is made subject to acceptance of it by the City on the date hereof, and if not accepted will be subject to withdrawal by the Underwriter upon notice delivered to the City at any time prior to the acceptance hereof by the City.

The City acknowledges and agrees that: (i) the purchase and sale of the Bonds (defined below) pursuant to this Purchase Agreement is an arm’s-length commercial transaction between the City and the Underwriter; (ii) in connection therewith and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriter is and has been acting solely as principal and is not acting as a Municipal Advisor (as defined in Section 15B of the Securities Exchange Act of 1934, as amended); (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the City with respect to the offering contemplated hereby or the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter has provided other services or is currently providing other services to the City on other matters); and (iv) the City has consulted its own legal, financial and other advisors to the extent it has deemed appropriate for this transaction.

1. Purchase, Sale and Delivery of the Bonds.
(a) Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Underwriter agrees to purchase from the City, and the City agrees to sell to the Underwriter, all (but not less than all) of the City of Roseville Amoruso Ranch Community Facilities District No. 1 (Public Facilities) Improvement Area No. 1 Special Tax Bonds, Series 2024 (the “Bonds”) in the aggregate principal amount specified in Exhibit A hereto.

The Bonds shall be dated the Closing Date (hereinafter defined), and bear interest from said date 2 4881-0553-3898v2/024667-0121
(payable semiannually on March 1 and September 1 in each year, commencing September 1, 2024) at the rates per annum and maturing on the dates and in the amounts set forth in Exhibit A hereto. The purchase price for the Bonds shall be the amount specified as such in Exhibit A hereto. (b) The Bonds shall be substantially in the form described in, shall be issued and secured under the provisions of, and shall be payable and subject to redemption as provided in, the Fiscal Agent Agreement dated as of August 1, 2024 ( the “Fiscal Agent Agreement”), by and between the City and U.S. Bank Trust Company, National Association, as fiscal agent (the “Fiscal Agent”), and approved by a resolution adopted by the City Council of the City (the “City Council”), acting as the legislative body of the District, on _____, 2024 (the “Resolution of Issuance”). The Bonds and interest thereon will be payable from a special tax (the “Special Tax”) levied and collected on the taxable land within Improvement Area No. 1 (“Improvement Area No. 1”) of the District in accordance with a Resolution of Intention adopted by the City Council on April 5, 2023 and a Resolution of Formation adopted by the City Council on June 21, 2023 (together with the Resolution of Intention, the “Resolution of Formation”). Proceeds of the sale of the Bonds will be used in accordance with the Fiscal Agent Agreement and the Mello-Roos Community Facilities Act of 1982, as amended (Sections 53311 et seq. of the Government Code of the State of California) (the “Law”), to (i) construct and/or acquire certain authorized public facilities, (ii) provide for a deposit to a debt service reserve account for the Bonds, (iii) provide capitalized interest for debt service due on the Bonds through and including September 1, 2024, and (iv) pay costs of issuance of the Bonds.

The Resolution of Issuance, the Resolution of Formation and Ordinance No. _____, adopted by the City Council on _____, 2023, are collectively referred to herein as the “District Resolutions.” (c) At or prior to the acceptance hereof by the City, the City shall cause to be delivered to the Underwriter a 15c2-12 Certificate of the City, dated as of the date of this Purchase Agreement (the “City Certificate”), in substantially the form attached hereto as Exhibit B, with only such changes therein as shall have been accepted by the Underwriter. (d) Subsequent to its receipt of the City Certificate deeming the Preliminary Official Statement for the Bonds, dated _____, 2024 (which Preliminary Official Statement, together with the cover page and all appendices thereto, is herein collectively referred to as the “Preliminary Official Statement”), final for purposes of Rule 15c2-12 of the Securities and Exchange Commission (“Rule 15c2-12”), the Underwriter has distributed copies of the Preliminary Official Statement. The City hereby ratifies the use by the Underwriter of the Preliminary Official Statement and authorizes the Underwriter to use and distribute the final Official Statement dated the date hereof (including all information previously permitted to have been omitted by Rule 15c2-12, and any supplements and amendments thereto as have been approved by the City as evidenced by the execution and delivery of such document by an officer of the City (the “Official Statement”), the Fiscal Agent Agreement, the Continuing Disclosure Certificate of the City (the “City Disclosure Certificate”), this Purchase Agreement and any other documents or contracts to which the City or the District is a party related to the Bonds, and all information contained therein, and all other documents, certificates and statements furnished by the City to the Underwriter in connection with the transactions contemplated by this Purchase Agreement, in connection with the offer and sale of the Bonds by the Underwriter. The Underwriter hereby agrees to deliver a copy of the Official Statement to the Municipal Securities Rulemaking City Council (the “MSRB”) through the Electronic Municipal Marketplace Access website of the MSRB on or before the Closing Date and otherwise to comply with all applicable statutes and regulations in connection with the offering and sale of the Bonds, including, without limitation, MSRB Rule G-32 and Rule 15c2-12. 3 4881-0553-3898v2/024667-0121
(e) At 8:00 A.M., Pacific Daylight Time, on August __, 2024, or at such earlier time or date as shall be agreed upon by the Underwriter and the City (such time and date being herein referred to as the “Closing Date”), the City will deliver (i) to the Depository Trust Company in New York, New York, the Bonds in definitive form (all Bonds being in book-entry form registered in the name of Cede & Co. and having the CUSIP numbers assigned to them printed thereon), duly executed by the officers of the City, as provided in the Fiscal Agent Agreement, and (ii) to the Underwriter, at the offices of Jones Hall, A Professional Law Corporation, as bond counsel to the City (“Bond Counsel”), or at such other place as shall be mutually agreed upon by the City and the Underwriter, the other documents herein mentioned; and the Underwriter shall accept such delivery and pay the purchase price of the Bonds in immediately available funds (such delivery and payment being herein referred to as the “Closing”). Notwithstanding the foregoing, the Underwriter may, in their discretion, accept delivery of the Bonds in temporary form upon making arrangements with the City which are satisfactory to the Underwriter relating to the delivery of the Bonds in definitive form.

2. Public Offering and Establishment of Issue Price.
(a) The Underwriter agrees to make a bona fide public offering of the Bonds at the initial public offering price or prices set forth on the inside cover page of the Final Official Statement (as defined herein) and in Exhibit A hereto and subject to Section 2(c) and 2(d) hereof, the Underwriter reserves the right to change such initial public offering prices as the Underwriter deems necessary or desirable, in its sole discretion, in connection with the marketing of the Bonds, and to sell the Bonds to certain dealers (including dealers depositing the Bonds into investment trusts) and others at prices lower than the initial offering prices set forth in the Final Official Statement. A “bona fide public offering” shall include an offering to institutional investors or registered investment companies, regardless of the number of such investors to which the Bonds are sold. (b) The Underwriter agrees to assist the City in establishing the issue price of the Bonds and shall execute and deliver to the City at Closing (defined below) an “issue price” or similar certificate, together with copies of supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit C, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the City and Bond Counsel to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the City under this section to establish the issue price of the Bonds may be taken on behalf of the City by the City’s municipal advisor, Hilltop Securities Inc. (the “Municipal Advisor”) and any notice or report to be provided to the City may be provided to the City’s Municipal Advisor.
(c) Except as otherwise set forth in Exhibit A attached hereto, the City will treat the first price at which 10% of each maturity of the Bonds (the “10% test”), identified under the column “10% Test Used” in Exhibit A, is sold to the public as the issue price of that maturity. At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the City the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the City the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% test has been satisfied as to the Bonds of that maturity, provided that, the Underwriter’s reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the City or Bond Counsel. For purposes 4 4881-0553-3898v2/024667-0121
of this section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds.

The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A attached hereto, except as otherwise set forth therein. Exhibit A also sets forth, identified under the column “Hold the Offering Price Rule Used,” as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the City and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the City to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-theoffering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following.
(1) the close of the fifth (5th) business day after the sale date; or (2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.

The Underwriter will advise the City promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. (d) The Underwriter confirms that:
(1) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such thirdparty distribution agreement, as applicable:
(A) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter, (B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
5 4881-0553-3898v2/024667-0121
(C) to acknowledge that, unless otherwise advised by the dealer or broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires. (e) The City acknowledges that, in making the representations set forth in this section, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The City further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds.
(f) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section.

Further, for purposes of this section:
(1) “public” means any person other than an underwriter or a related party;
(2) “underwriter” means (A) any person that agrees pursuant to a written contract with the City (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the public 6 4881-0553-3898v2/024667-0121
(including a member of a selling group or a party to a third-party distribution agreement participating in the initial sale of the Bonds to the public); (3) a purchaser of any of the Bonds is a “related party” to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (i) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (ii) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other); and
(4) “sale date” means the date of execution of this Purchase Agreement by the City and the Underwriter.

3. Representations, Warranties and Agreements of the City. The City represents, warrants and covenants to and agrees with the Underwriter that:
(a) The City is a municipal corporation and charter city duly organized and existing under the laws of the State of California (the “State”) and has duly authorized the formation of the District and the designation of Improvement Area No. 1 therein, pursuant to the Resolution of Formation and the Law. The City Council, as the legislative body of the District, has duly adopted the District Resolutions, and has caused to be recorded in the real property records of Placer County a Notice of Special Tax Lien (the “Notice of Special Tax Lien”) (such District Resolutions and Notice of Special Tax Lien being collectively referred to herein as the “Formation Documents”).

Each of the Formation Documents remains in full force and effect as of the date hereof and has not been amended. The District is duly organized and validly existing as a community facilities district under the laws of the State of California and Improvement Area No. 1 therein has been properly designated. The City has, and at the Closing Date will have, as the case may be, full legal right, power and authority (i) to execute, deliver and perform its obligations under this Purchase Agreement and the City Disclosure Certificate, and to carry out all transactions on its part contemplated by each of such agreements, (ii) to issue, sell and deliver the Bonds to the Underwriter pursuant to the Resolution of Issuance and the Fiscal Agent Agreement as provided herein, and (iii) to carry out, give effect to and consummate the transactions on its part contemplated by the Formation Documents and by the Fiscal Agent Agreement, this Purchase Agreement, and the City Disclosure Certificate (collectively, the “District Documents”) and the Official Statement. (b) The City has complied, and will at the Closing Date be in compliance, in all material respects, with the Formation Documents and the District Documents, and any immaterial compliance by the City, if any, will not impair the ability of the City to carry out, give effect to or consummate the transactions on its part contemplated by the foregoing. From and after the date of issuance of the Bonds, the City will continue to comply with the covenants of the City contained in the District Documents that are applicable to such time period. (c) The City Council has duly and validly: (i) adopted the District Resolutions, (ii) called, held and conducted in accordance with all requirements of the Law, elections within the 7 4881-0553-3898v2/024667-0121
District to approve the levy of the Special Tax within Improvement Area No. 1 of the District and the issuance of the Bonds and recorded the Notice of Special Tax Lien which established a continuing lien on the land within Improvement Area No. 1 of the District securing the payment of the Special Tax, (iii) authorized and approved the execution, delivery and due performance by the City for the District of the Bonds and the District Documents, (iv) authorized the preparation, delivery and distribution of the Preliminary Official Statement and the Official Statement, and (v) authorized and approved the performance by the City of its obligations contained in, and the taking of any and all action as may be necessary to carry out, give effect to and consummate the transactions on its part contemplated by, each of the District Documents (including, without limitation, the collection of the Special Tax), the Bonds and the Official Statement and at the Closing Date, the Formation Documents will be in full force and effect and the District Documents and the Bonds will constitute the valid, legal and binding obligations of the City for the District and (assuming due authorization, execution and delivery by other parties thereto, where necessary) will be enforceable upon the City in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights in general and to the application of equitable principles if equitable remedies are sought. (d) To the best of the City’s knowledge, neither the District nor the City is in breach of or default under any applicable law or administrative rule or regulation of the State or the United States, or of any department, division, agency or instrumentality thereof, or under any applicable court or administrative decree or order, or under any loan agreement, note, resolution, trust agreement, contract, agreement or other instrument to which the District or the City is a party or is otherwise subject or bound, a consequence of which would be to materially and adversely affect the performance by the District or the City of their obligations under the Bonds, the Formation Documents or the District Documents, and compliance with the provisions of each thereof will not conflict with or constitute a breach of or default under any applicable law or administrative rule or regulation of the State or the United States, or of any department, division, agency or instrumentality thereof, or under any applicable court or administrative decree or order, or a material breach of or default under any loan agreement, note, resolution, trust agreement, contract, agreement or other instrument to which the District or the City, as the case may be, is a party or is otherwise subject or bound.
(e) Except for compliance with the blue sky or other states securities law filings, as to which the City makes no representations, all approvals, consents, authorizations, elections and orders of or filings or registrations with any State governmental authority, board, agency or commission having jurisdiction which would constitute a condition precedent to, or the absence of which would materially adversely affect, the performance by the City of its obligations hereunder, or under the Formation Documents or the District Documents, have been obtained and are in full force and effect.
(f) The Special Tax constituting the security for the Bonds has been duly and lawfully authorized and may be levied under the Law, the State Constitution and the applicable laws of the State, and the Special Tax, when levied, will constitute a valid and legally binding continuing lien on the properties on which it has been levied.
(g) The City shall not supplement or amend the Official Statement or cause the Official Statement to be supplemented or amended without the prior written consent of the Underwriter. Until the date which is twenty-five (25) days after the “end of the underwriting period” (as hereinafter defined), if any event shall occur of which the City is aware, as a result of which it 8 4881-0553-3898v2/024667-0121
may be necessary to supplement the Official Statement in order to make the statements in the Official Statement, in light of the circumstances existing at such time, not misleading, the City shall forthwith notify the Underwriter of any such event of which it has knowledge and shall cooperate fully in furnishing any information available to it for any supplement to the Official Statement necessary, in the Underwriter’s opinion, so that the statements therein as so supplemented will not be misleading in light of the circumstances existing at such time and the City shall promptly furnish to the Underwriter a reasonable number of copies of such supplement. As used herein, the term “end of the underwriting period” means the later of such time as (i) the City delivers the Bonds to the Underwriter, or (ii) the Underwriter does not retain, directly or as a member of an underwriting syndicate, an unsold balance of the Bonds for sale to the public. Unless the Underwriter gives notice to the contrary, the “end of the underwriting period” shall be deemed to be the Closing Date. Any notice delivered pursuant to this provision shall be written notice delivered to the City at or prior to the Closing Date, and shall specify a date (other than the Closing Date) to be deemed the “end of the underwriting period.”
(h) The Fiscal Agent Agreement creates a valid pledge of the Special Tax Revenues (as defined in the Fiscal Agent Agreement) and the moneys deposited in the Bond Fund and the Reserve Fund established pursuant to the Fiscal Agent Agreement, including the investments thereof, subject in all cases to the provisions of the Fiscal Agent Agreement permitting the application thereof for the purposes and on the terms and conditions set forth therein. Until such time as moneys have been set aside in an amount sufficient to pay all then outstanding Bonds at maturity or to the date of redemption if redeemed prior to maturity, plus unpaid interest thereon to maturity or to the date of redemption if redeemed prior to maturity, and premium, if any, the City will faithfully perform and abide by all of its covenants and undertakings, and the provisions contained in the Fiscal Agent Agreement.
(i) Except as disclosed in the Preliminary Official Statement, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body is pending with respect to which the City has been served with process or, to the best knowledge of the City, threatened (i) which would materially adversely affect the ability of either the City or the District to perform their obligations under the Bonds, the Formation Documents or the District Documents, or (ii) seeking to restrain or to enjoin the issuance, sale or delivery of the Bonds, the application of the proceeds thereof in accordance with the Fiscal Agent Agreement, or the collection or application of the Special Tax pledged or to be pledged to pay the principal of and interest on the Bonds, or the pledge thereof, or in any way contesting or affecting the validity or enforceability of the Bonds, the Formation Documents, the District Documents, or any action contemplated by any of said documents, or (iii) in any way contesting the completeness or accuracy of the Official Statement or the powers or authority of the City or the District with respect to the Bonds, the Formation Documents, the District Documents, or any action of the City or the District contemplated by any of said documents; nor is there any action pending with respect to which the City has been served with process or, to the best knowledge of the City, threatened against the City or the District which alleges that interest on the Bonds is not excludable from gross income for federal income tax purposes or is not exempt from California personal income taxation, or (iv) which would affect or restrain the ability of the owners of property within the District to develop their property as described in the Preliminary Official Statement. (j) The City will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request in order for the Underwriter to qualify the Bonds for offer and sale under the “Blue Sky” or other 9 4881-0553-3898v2/024667-0121
securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate; provided, however, the City shall not be required to register as a dealer or a broker of securities or to consent to service of process in connection with any blue sky filing. (k) Any certificate signed by any official of the City authorized to do so and delivered to the Underwriter in connection with the Bonds or this Purchase Agreement shall be deemed a representation and warranty to the Underwriter as to the statements made therein. (l) The City will apply the proceeds of the Bonds in accordance with the Fiscal Agent Agreement as described in the Official Statement. (m) The information contained in the Preliminary Official Statement (other than under the captions “THE AMORUSO RANCH DEVELOPMENT,” “THE MASTER DEVELOPER,” “MERCHANT BUILDER INFORMATION,” and “CONTINUING DISCLOSURE—The Merchant Builders,” as to which no view is expressed) was as of the date thereof, and the information contained in the Official Statement (other than under the captions “THE AMORUSO RANCH DEVELOPMENT,” “THE MASTER DEVELOPER,” “MERCHANT BUILDER INFORMATION,” and “CONTINUING DISCLOSURE—The Merchant Builders,” as to which no view is expressed) as of its date and on the Closing Date shall be, true and correct in all material respects and such information does not and shall not contain any untrue or misleading statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (n) The Preliminary Official Statement heretofore delivered to the Underwriter has been deemed final by the City as of its date, except for the omission of such information as is permitted to be omitted in accordance with paragraph (b)(1) of Rule 15c2-12. The City hereby covenants and agrees that, within seven (7) business days from the date hereof, the City shall cause a final printed form of the Official Statement to be delivered to the Underwriter in a quantity mutually agreed upon by the Underwriter and the City so that the Underwriter may comply with paragraph (b)(4) of Rule 15c2-12 and Rules G-12, G-15, G-32 and G-36 of the Municipal Securities Rulemaking Board.
(o) Except as otherwise disclosed in the Preliminary Official Statement, the City is, and has always been, in material compliance with respect to all reporting obligations in the last five years that it has undertaken under Rule 15c2-12 for all indebtedness issued by the City. (p) Except as otherwise disclosed in the Preliminary Official Statement, the Formation Documents have not been amended, terminated, rescinded or modified. (q) The City shall not voluntarily undertake any course of action inconsistent with satisfaction of the requirements applicable to the City as set forth in this Purchase Agreement. (r) The City shall cooperate with the Underwriter in the qualification of the Bonds for offering and sale and the determination of their eligibility for investment under the laws of such jurisdictions as the Underwriter may designate.
(s) The City shall not knowingly take or omit to take any action that, under existing law, may adversely affect the exemption from state income taxation or the exclusion from gross income for federal income tax purposes of the interest on the Bonds. 10 4881-0553-3898v2/024667-0121

4. Conditions to the Obligations of the Underwriter. The obligations of the Underwriter to accept delivery of and pay for the Bonds on the Closing Date shall be subject, at the option of the Underwriter, to the accuracy in all material respects of the representations and warranties of the City contained herein, as of the date hereof and as of the Closing Date, to the accuracy in all material respects of the statements of the officers and other officials of the City made in any certificates or other documents furnished pursuant to the provisions hereof, to the performance by the City of its obligations to be performed hereunder at or prior to the Closing Date and to the following additional conditions:
(a) At the Closing Date, the Formation Documents and the District Documents shall be in full force and effect, and shall not have been amended, modified or supplemented, except as may have been agreed to in writing by the Underwriter, and there shall have been taken in connection therewith, with the issuance of the Bonds and with the transactions contemplated thereby and by this Purchase Agreement, all such actions as, in the opinion of Bond Counsel, and Stradling Yocca Carlson & Rauth, a Professional Corporation (“Stradling”), counsel to the Underwriter, shall be necessary and appropriate;
(b) The information contained in the Official Statement will, as of the Closing Date and as of the date of any supplement or amendment thereto pursuant to Section 3(g) hereof, be true and correct in all material respects and will not, as of the Closing Date or as of the date of any supplement or amendment thereto pursuant to Section 3(g) hereof, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (c) Between the date hereof and the Closing Date, the market price or marketability of the Bonds at the initial offering prices set forth in the Official Statement shall not have been materially adversely affected, in the judgment of the Underwriter (evidenced by a written notice to the City terminating the obligation of the Underwriter to accept delivery of and pay for the Bonds), by reason of any of the following:
(1) legislation introduced in or enacted (or resolution passed) by the Congress of the United States of America or recommended to the Congress by the President of the United States, the Department of the Treasury, the Internal Revenue Service, or any member of Congress, or favorably reported for passage to either House of Congress by any committee of such House to which such legislation had been referred for consideration or a decision rendered by a court established under Article III of the Constitution of the United States of America or by the Tax Court of the United States of America, or an order, ruling, regulation (final, temporary or proposed), press release or other form of notice issued or made by or on behalf of the Treasury Department or the Internal Revenue Service of the United States of America, with the purpose or effect, directly or indirectly, of imposing federal income taxation upon the interest that would be received by the owners of the Bonds beyond the extent to which such interest is subject to taxation as of the date hereof; (2) legislation introduced in or enacted (or resolution passed) by the Congress of the United States of America, or an order, decree or injunction issued by any court of competent jurisdiction, or an order, ruling, regulation (final, temporary or proposed), press release or other form of notice issued or made by or on behalf of the Securities and Exchange Commission (the “SEC”), or any other governmental 11 4881-0553-3898v2/024667-0121
agency having jurisdiction of the subject matter, to the effect that obligations of the general character of the Bonds, or the Bonds are not exempt from registration under or other requirements of the Securities Act of 1933, as amended, or that the Fiscal Agent Agreement is not exempt from qualification under or other requirements of the Trust Indenture Act of 1939, as amended, or that the issuance, offering or sale of obligations of the general character of the Bonds, or of the Bonds, as contemplated hereby or by the Official Statement or otherwise is or would be in violation of the federal securities laws, rules or regulations as amended and then in effect; (3) any amendment to the federal or California Constitution or action by any federal or California court, legislative body, regulatory body or other authority materially adversely affecting the tax status of the City or the District, their property, income or securities (or interest thereon), the validity or enforceability of the Special Tax as contemplated by the Formation Documents, the District Documents or the Official Statement;
(4) any event occurring, or information becoming known, which, in the judgment of the Underwriter, makes untrue in any material respect any statement or information contained in the Preliminary Official Statement or the Official Statement, or results in the Preliminary Official Statement or the Official Statement containing any untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (5) the declaration of war or the escalation of, or engagement in, military hostilities by the United States or the occurrence of any other national or international emergency or calamity relating to the effective operation of the government of, or the financial community in, the United States which, in the judgment of the Underwriter, makes it impracticable or inadvisable to proceed with the offering or the delivery of the Bonds on the terms and in the manner contemplated in the Preliminary Official Statement or the Official Statement;
(6) the declaration of a general banking moratorium by federal, State of New York or State of California authorities, or the general suspension of trading on any national securities exchange or minimum or maximum prices for trading shall have been fixed and be in force, or maximum ranges for prices for securities shall have been required and be in force on the New York Stock Exchange or other national securities exchange, whether by virtue of determination by that exchange or by order of the SEC or any other governmental authority having jurisdiction that, in the Underwriter’s reasonable judgment, makes it impracticable for the Underwriter to market the Bonds or enforce contracts for the sale of the Bonds; (7) the imposition by the New York Stock Exchange or other national securities exchange, or any governmental authority, of any material restrictions not now in force with respect to the Bonds or obligations of the general character of the Bonds or securities generally, or the material increase of any such restrictions now in force, including those relating to the extension of credit by, or the charge to the net capital requirements of, the Underwriter;
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(8) the entry of an order by a court of competent jurisdiction which enjoins or restrains the City from issuing permits, licenses or entitlements within Improvement Area No. 1 or which order, in the reasonable opinion of the Underwriter, otherwise materially and adversely affects proposed development of property within the Improvement Area No. 1;
(9) a material disruption in securities settlement, payment or clearance services affecting the Bonds shall have occurred;
(10) there shall have been any material adverse change in the affairs of the City that in the Underwriter’s reasonable judgment will materially adversely affect the market for the Bonds or the ability of the Underwriter to enforce contracts for the sale of the Bonds;
(11) there shall be established any new restriction on transactions in securities materially affecting the free market for securities (including the imposition of any limitation on interest rates) or the extension of credit by, or a change to the net capital requirements of, underwriters established by the New York Stock Exchange, the SEC, any other federal or State agency or the Congress of the United States, or by Executive Order;
(12) a stop order, release, regulation, or no-action letter by or on behalf of the SEC or any other governmental agency having jurisdiction of the subject matter shall have been issued or made to the effect that the issuance, offering, or sale of the Bonds, including all the underlying obligations as contemplated hereby or by the Official Statement, or any document relating to the issuance, offering or sale of the Bonds is or would be in violation of any provision of the federal securities laws at the Closing Date, including the Securities Act, the Exchange Act, and the Trust Indenture Act of 1939, as amended; or
(13) filing of or threat of litigation of the type described in Section 3(i) hereof.
(d) On the Closing Date, the Underwriter shall have received counterpart originals or certified copies of the following documents, in each case satisfactory in form and substance to the Underwriter:
(1) The Formation Documents and the District Documents, together with a certificate dated as of the Closing Date of the City Clerk of the City to the effect that each Formation Document is a true, correct and complete copy of the one duly adopted by the City Council;
(2) The Official Statement;
(3) An approving opinion for the Bonds, dated the Closing Date and addressed to the City, of Bond Counsel, in the form attached to the Preliminary Official Statement as Appendix D, and an unqualified letter of such counsel, dated the Closing Date and addressed to the Underwriter, to the effect that such approving 13 4881-0553-3898v2/024667-0121
opinion addressed to the City may be relied upon by the Underwriter to the same extent as if such opinion was addressed to it;
(4) A supplemental opinion, dated the Closing Date and addressed to the Underwriter, of Bond Counsel, to the effect that (i) this Purchase Agreement and the City Disclosure Certificate have been duly authorized, executed and delivered by the City, and, assuming such agreements constitute a valid and binding obligation of the other respective parties thereto, constitute the legally valid and binding agreements of the City for the District enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, moratorium, insolvency or other laws affecting creditor’s rights or remedies and may be subject to general principles of equity (regardless of whether such enforceability is considered in equity or at law); (ii) the Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Fiscal Agent Agreement is exempt from qualification under the Trust Indenture Act of 1939, as amended; and (iii) the information contained in the Official Statement on the cover and under the captions “INTRODUCTION,” “THE BONDS” (other than information relating to DTC and its Book-Entry Only System), “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS,” “TAX MATTERS” and Appendices D and F thereof is accurate, insofar as such information purports to summarize or replicate certain provisions of the Law, the Bonds and the Fiscal Agent Agreement and the exclusion from gross income for federal income tax purposes and exemption from State of California personal income taxes of interest on the Bonds;
(5) An opinion, dated the Closing Date and addressed to the Underwriter, of Stradling, as counsel for the Underwriter, in form and substance acceptable to the Underwriter;
(6) A certificate or certificates, dated the Closing Date and signed by an authorized officer of the City, ratifying the use and distribution by the Underwriter of the Preliminary Official Statement and the Official Statement in connection with the offering and sale of the Bonds; and certifying that (i) the representations and warranties of the City contained in Section 3 hereof are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date; (ii) to the best of his or her knowledge, no event has occurred since the date of the Official Statement affecting the matters contained therein which should be disclosed in the Official Statement for the purposes for which it is to be used in order to make the statements and information contained in the Official Statement not misleading in any material respect, and the Bonds, the Formation Documents and the District Documents conform as to form and tenor to the descriptions thereof contained in the Official Statement; and (iii) the City has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied under the Formation Documents, the District Documents and the Official Statement at or prior to the Closing Date;
(7) An opinion, dated the Closing Date and addressed to the Underwriter, of the City Attorney, to the effect that (i) to its current actual knowledge and except as disclosed in the Official Statement, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public 14 4881-0553-3898v2/024667-0121
board or body is pending with respect to which the City has been served with process or is known to such counsel to be threatened, as to which the City is or would be a party, which would materially adversely affect the ability of the City or the District to perform their obligations under the Bonds, the Formation Documents or the District Documents, or which seeks to restrain or enjoin the issuance, sale and delivery of the Bonds or exclusion from gross income for federal income tax purposes or State of California personal income taxes of interest on the Bonds, or 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 Bonds, or which in any way contests or affects the validity or enforceability of the Bonds, the Formation Documents or the District Documents or the accuracy of the Official Statement, or any action of the City contemplated by any of said documents or the development of property within the District; (ii) the City is duly organized and validly existing as a public entity under the laws of the State of California, the District is duly organized and validly existing as a community facilities district under the laws of the State of California and Improvement Area No. 1 has been properly designated therein; (iii) the City has full legal right, power and authority to issue the Bonds and to perform all of its obligations under the Formation Documents and the District Documents; (iv) the City has obtained all approvals, consents, authorizations, elections and orders of or filings or registrations with any State governmental authority, board, agency or commission having jurisdiction which constitute a condition precedent to the levy of the Special Tax, the issuance of the Bonds or the performance by the City of its obligations thereunder or under the Fiscal Agent Agreement, except that no opinion need be expressed regarding compliance with blue sky or other securities laws or regulations, whatsoever; (v) the City Council has duly and validly adopted the Formation Documents at meetings of the City Council which were called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, and the Formation Documents are now in full force and effect and have not been amended; and (vi) the City has duly authorized, executed and delivered the District Documents and the Bonds and has duly authorized the preparation and delivery of the Official Statement; (8) One or more certificates dated the Closing Date from Willdan Financial Services (the “Special Tax Consultant”) addressed to the City and the Underwriter to the effect that (i) the amount of the Special Taxes that could be levied in each Fiscal Year on all Parcels (as defined in the Rate and Method of Apportionment of Special Tax for Improvement Area No. 1) of Taxable Property in Improvement Area No. 1 less Administrative Expenses (as defined in the Rate and Method of Apportionment of Special Tax for Improvement Area No. 1) of 1%, is at least one hundred ten percent (110%) of the total Annual Debt Service for each such Bond Year that begins in such Fiscal Year on the Bonds, and (ii) all information supplied by the Special Tax Consultant for use in the Official Statement is true and correct as of the date of the Official Statement and as of the Closing Date; (9) A certificate of the City dated the Closing Date, in a form acceptable to Bond Counsel, to the effect that the Bonds are not arbitrage bonds within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended; 15 4881-0553-3898v2/024667-0121
(10) A certificate of the Fiscal Agent and an opinion of counsel to the Fiscal Agent dated the Closing Date and addressed to the City and the Underwriter to the effect that the Fiscal Agent has authorized the execution and delivery of the Fiscal Agent Agreement and that the Fiscal Agent Agreement is a valid and binding obligation of the Fiscal Agent enforceable in accordance with its terms; (11) A Letter of Representations of Brookfield Sacramento Holdings LLC, a Delaware limited liability company (the “Master Developer”), dated the date of the Preliminary Official Statement, substantially in the form attached as Exhibit D hereto or as such certificate may be modified with the approval of the Underwriter and Stradling, and a closing certificate of the Master Developer dated the Closing Date, substantially in the form attached as Exhibit E;
(12) A negative assurance letter of counsel to the Master Developer, dated the Closing Date and substantially in the form attached as Exhibit F hereto, or as such letter may be modified with the approval of the Underwriter and Stradling; (13) A Letter of Representations from Richmond American Homes of Maryland, Inc., a Maryland corporation (“Richmond American”), dated the date of the Preliminary Official Statement, substantially in the form attached as Exhibit G hereto, or as such letter may be modified with the approval of the Underwriter and Stradling, and a closing certificate from Richmond American dated the Closing Date, substantially in the form attached as Exhibit H hereto; (14) A Letter of Representations from D.R. Horton CA2, Inc., a California corporation (“D.R. Horton” and, together with Richmond American, the “Merchant Builders”), dated the date of the Preliminary Official Statement, substantially in the form attached as Exhibit I hereto, or as such letter may be modified with the approval of the Underwriter and Stradling, and a closing certificate from D.R. Horton dated the Closing Date, substantially in the form attached as Exhibit J hereto; (15) A continuing disclosure certificate executed by each of the Merchant Builders in the form included in Appendix E to the Preliminary Official Statement (each a “Merchant Builder Continuing Disclosure Certificate”); (16) One or more opinions of counsel to each of the Merchant Builders addressed to the District and the Underwriter, in form and substance acceptable to the Underwriter and Stradling, regarding (i) each Merchant Builder’s due organization and qualification to do business, (ii) the due authorization and execution of the Merchant Builder Continuing Disclosure Certificate executed by such Merchant Builder, (iii) the absence of litigation pending against each Builder (with service of process to such Merchant Builder having been duly given and completed) or overtly threatened against such Merchant Builder which would materially and adversely affect the validity or enforceability of the Merchant Builder Continuing Disclosure Certificate executed by the Merchant Builder or the Merchant Builder’s ability to pay the Special Taxes when due, and (iv) negative assurance regarding the Preliminary Official Statement and the Official Statement;
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(17) A certificate of Amoruso P1A – Roseville, L.P., a Delaware limited partnership (the “Hearthstone Landbank”) dated the date of the Preliminary Official Statement, substantially in the form attached as Exhibit K hereto (the “Hearthstone Landbank Certificate”) or as such certificate may be modified with the approval of the Underwriter and Stradling, and a closing certificate of Hearthstone Landbank dated the Closing Date, to the effect that the representations in the Hearthstone Landbank Certificate are true and correct as of the Closing Date (except that all references to the Preliminary Official Statement in the Hearthstone Landbank Certificate shall be deemed references to the final Official Statement); (18) G-17 letter from the Underwriter acknowledged by the City; (19) A letter of Jones Hall, A Professional Law Corporation, as disclosure counsel to the City (“Disclosure Counsel”), addressed to the Underwriter and the City, to the effect that nothing has come to such counsel’s attention that would lead them to believe that the Preliminary Official Statement, as of its date, and the Official Statement, as of its date and as of the Closing Date (but excluding therefrom the appendices thereto, financial statements and statistical data, and information regarding The Depository Trust Company and its book-entry system, as to which no opinion need be expressed), contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(20) A certificate from Integra Realty Resources (the “Appraiser”) consenting to the inclusion of their appraisal report (the “Appraisal”) in the Preliminary Official Statement and the final Official Statement and certifying that (i) the information in the Official Statement relating to the Appraisal does not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (ii) since the date of the Appraisal they are not aware of any facts that would materially affect the conclusions of value set forth therein; (21) Such additional legal opinions, certificates, instruments and other documents as the Underwriter may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the Closing Date, of the statements and information contained in the Preliminary Official Statement and the Official Statement, of the City’s representations and warranties contained herein and the due performance or satisfaction by the City at or prior to the Closing of all agreements then to be performed and all conditions then to be satisfied by the City and the District in connection with the transactions contemplated hereby and by the Official Statement.

If the City shall be unable to satisfy the conditions to the obligations of the Underwriter to purchase, accept delivery of and pay for the Bonds contained in this Purchase Agreement, or if the obligations of the Underwriter to purchase, accept delivery of and pay for the Bonds shall be terminated for any reason permitted by this Purchase Agreement, this Purchase Agreement shall terminate and neither the Underwriter nor the City shall be under any further 17 4881-0553-3898v2/024667-0121
obligation hereunder, except that the respective obligations of the City and the Underwriter set forth in Section 5, Section 6 and Section 8 hereof shall continue in full force and effect.

5. Conditions of the City’s Obligations. The City’s obligations hereunder are subject to the Underwriter’s performance of its obligations hereunder, and are also subject to the following conditions:
(a) As of the Closing Date, no litigation shall be pending or, to the knowledge of the duly authorized officer of the City executing the certificate referred to in Section 4(d)(6) hereof, threatened, to restrain or enjoin the issuance or sale of the Bonds or in any way affecting any authority for or the validity of the Bonds, the Formation Documents, the District Documents or the existence or powers of the City or the District, including Improvement Area No. 1 therein; and (b) As of the Closing Date, the City shall receive the approving opinion of Bond Counsel referred to in Section 4(d)(3) hereof, dated as of the Closing Date.

6. Expenses. Whether or not the Bonds are delivered to the Underwriter as set forth herein:
(a) The Underwriter shall be under no obligation to pay, and the City shall pay or cause to be paid (out of any legally available funds of the District) all expenses incident to the performance of the City’s obligations hereunder, including, but not limited to, the cost of printing, engraving and delivering the Bonds to the Underwriter, the cost of preparation, printing, distribution and delivery of the Fiscal Agent Agreement, the Preliminary Official Statement, the Official Statement and all other agreements and documents contemplated hereby (and drafts of any thereof) in such reasonable quantities as requested by the Underwriter; and the fees and disbursements of the Municipal Advisor, the Special Tax Consultant, the Fiscal Agent, Bond Counsel, Disclosure Counsel and any accountants, engineers or any other experts or consultants the City has retained in connection with the Bonds; and
(b) The City shall be under no obligation to pay, and the Underwriter shall pay, any fees of the California Debt and Investment Advisory Commission, the cost of preparation of any “blue sky” or legal investment memoranda and this Purchase Agreement; expenses to qualify the Bonds for sale under any “blue sky” or other state securities laws; and all other expenses incurred by the Underwriter in connection with its public offering and distribution of the Bonds (except those specifically enumerated in paragraph (a) of this section), including the fees and disbursements of its counsel and any advertising expenses.

7. Notices. Any notice or other communication to be given to the City under this Purchase Agreement may be given by delivering the same in writing to the City at 311 Vernon Street, Roseville, California 95678, Attention: Assistant City Manager/Chief Financial Officer; and any notice or other communication to be given to the Underwriter under this Purchase Agreement may be given by delivering the same in writing to Piper Sandler & Co., 3626 Fair Oaks Blvd. Suite 100, Sacramento, Ca 95864, Attention: Dennis McGuire.
18 4881-0553-3898v2/024667-0121

8. Parties in Interest. This Purchase Agreement is made solely for the benefit of the City, the District and the Underwriter (including their successors or assigns), and no other person shall acquire or have any right hereunder or by virtue hereof.

9. Survival of Representations and Warranties. The representations and warranties of the City set forth in or made pursuant to this Purchase Agreement shall not be deemed to have been discharged, satisfied or otherwise rendered void by reason of the Closing or termination of this Purchase Agreement and regardless of any investigations made by or on behalf of the Underwriter (or statements as to the results of such investigations) concerning such representations and statements of the City and regardless of delivery of and payment for the Bonds.

10. Effective. This Purchase Agreement shall become effective and binding upon the respective parties hereto upon the execution of the acceptance hereof by the City and shall be valid and enforceable as of the time of such acceptance.

11. No Prior Agreements. This Purchase Agreement supersedes and replaces all prior negotiations, agreements and understandings between the parties hereto in relation to the sale of Bonds for the City.

12. Governing Law. This Purchase Agreement shall be governed by the laws of the State applicable to contracts made and performed in the State.

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13. Counterparts. This Purchase Agreement may be executed simultaneously in several counterparts, each of which shall be an original and all of which shall constitute one and the same instrument.

Very truly yours,
PIPER SANDLER & CO., as Underwriter
By:

Authorized Officer
ACCEPTED:

CITY OF ROSEVILLE, CALIFORNIA, for and
on behalf of the City’s Amoruso Ranch
Community Facilities District No. 1 (Public
Facilities)
By:

Assistant City Manager/Chief Financial
Officer
Time: ____p.m.

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EXHIBIT A

MATURITY SCHEDULE

CITY OF ROSEVILLE
AMORUSO RANCH COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES) IMPROVEMENT AREA NO. 1

SPECIAL TAX BONDS
SERIES 2024
Maturity Date
(September 1)
Principal
Amount Interest Rate Yield Price
10% Test
Used
Hold the
Offering
Price Used
C Priced to the optional call date of September 1, 20__ at _____%. T Term Bond.

The purchase price of the Bonds shall be $___________, which is the principal amount thereof ($___________) [plus/less] [net] original issue [premium/discount] of $__________ and less Underwriter’s discount of $185,185.00.

Optional Redemption. The Bonds are subject to optional redemption from any source of available funds (other than Prepayments of the Special Tax by property owners), in whole or in part among maturities as specified by the City and by lot within a maturity, on any date on and after September 1, 20__ at the following respective redemption prices (expressed as percentages of the principal amount of the Bonds to be redeemed), plus accrued interest thereon to the date of redemption:

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Redemption Dates Redemption Price
September 1, 2024 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 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 Bonds Maturing September 1, 20__
Sinking Fund
Redemption Date
(September 1)
Sinking Fund
Payment
(maturity)
Term Bonds Maturing September 1, 20__
Sinking Fund
Redemption Date
(September 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 Bonds.

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EXHIBIT B

CITY OF ROSEVILLE
AMORUSO RANCH COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES) IMPROVEMENT AREA NO. 1

SPECIAL TAX BONDS
SERIES 2024
RULE 15c2-12 CERTIFICATE
The undersigned hereby certifies and represents that he is the Assistant City Manager/Chief Financial Officer of the City of Roseville, California (the “City”), and, as such, is duly authorized to execute and deliver this certificate and further hereby certifies that:
(1) this certificate is being delivered in connection with the sale and issuance of the City of Roseville Amoruso Ranch Community Facilities District No. 1 (Public Facilities) Improvement Area No. 1 Special Tax Bonds, Series 2024 (the “Bonds”) in order to enable the underwriter of the Bonds to comply with Rule 15c2-12 promulgated under the Securities Exchange Act of 1934, as amended (the “Rule”);
(2) in connection with the sale and issuance of the Bonds, there has been prepared a Preliminary Official Statement dated _____, 2024 setting forth information concerning the Bonds and the City of Roseville Amoruso Ranch Community Facilities District No. 1 (Public Facilities) Improvement Area No. 1 (the “Preliminary Official Statement”); and
(3) except for the Permitted Omissions, the Preliminary Official Statement is deemed final within the meaning of the Rule. As used herein, the term “Permitted Omissions” refers to the offering price(s), interest rates(s), selling compensation, aggregate principal amount, principal amount per maturity, delivery dates, ratings and other terms of the Bonds depending on such matters, all as set forth in the Rule.

IN WITNESS WHEREOF, I have hereunto set my hand as of _____, 2024.

CITY OF ROSEVILLE, CALIFORNIA
By:

Its: Assistant City Manager/Chief Financial Officer
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EXHIBIT C

FORM OF ISSUE PRICE CERTIFICATE

CITY OF ROSEVILLE
AMORUSO RANCH COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES) IMPROVEMENT AREA NO. 1

SPECIAL TAX BONDS
SERIES 2024
The undersigned, on behalf of Piper Sandler & Co. (“Piper”) hereby certifies as set forth below with respect to the sale and issuance of the above-captioned bonds (the “Bonds”).

1. Sale of the General Rule Maturities. As of the date of this certificate, for each Maturity of the General Rule Maturities, the first price at which at least 10% of such Maturity was sold to the Public is the respective price listed in Schedule A.

2. [Initial Offering Price of the Hold-the-Offering-Price Maturities. (a) Piper offered the Hold-the-Offering-Price Maturities to the Public for purchase at the respective initial offering prices listed in Schedule A (the “Initial Offering Prices”) on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule B.
(b) As set forth in the Bond Purchase Agreement, dated _____, 2024, by and between Piper and the Issuer, Piper has agreed in writing that, (i) for each Maturity of the Hold-theOffering-Price Maturities, it would neither offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the “hold-the-offering-price rule”), and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any retail distribution agreement shall contain the agreement of each broker-dealer who is a party to the retail distribution agreement, to comply with the hold-the-offering-price rule. Pursuant to such agreement, no Underwriter (as defined below) has offered or sold any Maturity of the Hold-the-Offering-Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period.]

3. Reserve Fund.

The establishment of the Reserve Fund for the in the amount of the Reserve Requirement (as such terms are defined in the Fiscal Agent Agreement dated as of August 1, 2024, by and between the City and U.S. Bank Trust Company, National Association, as fiscal agent, pursuant to which the Bonds are being issued) was vital to the marketing of the Bonds and reasonably required to assure payment of debt service on the Bonds.

4. Defined Terms.
(a) General Rule Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “General Rule Maturities.”
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(b) [Hold-the-Offering-Price Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “Hold-the-Offering-Price Maturities.” (c) Holding Period means, with respect to a Hold-the-Offering-Price Maturity, the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date _____, 2024), or (ii) the date on which Piper has sold at least 10% of such Holdthe-Offering-Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold-the-Offering-Price Maturity.]
(d) Issuer means the City of Roseville.
(e) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate Maturities.
(f) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter.

The term “related party” for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (g) [Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is _____, 2024. (h) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public).] The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents Piper’s interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder.

The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in a Certificate as to Arbitrage and Tax Compliance Procedures for the Bonds and with respect to compliance with the federal income tax rules affecting the Bonds, and by Jones Hall, A Professional Law Corporation in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds.

PIPER SANDLER & CO.

By:

Name:

Dated: August __, 2024
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SCHEDULE A
SALE PRICES OF THE GENERAL RULE MATURITIES [AND INITIAL OFFERING PRICES OF THE HOLD-THE-OFFERING-PRICE MATURITIES]
(Attached)
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[SCHEDULE B
PRICING WIRE OR EQUIVALENT COMMUNICATION]
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EXHIBIT D

CITY OF ROSEVILLE
AMORUSO RANCH COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES) IMPROVEMENT AREA NO. 1

SPECIAL TAX BONDS
SERIES 2024

LETTER OF REPRESENTATIONS OF BROOKFIELD SACRAMENTO HOLDINGS LLC _____, 2024
In connection with the issuance and sale of the above-captioned bonds (the “Bonds”), and pursuant to Section 4(d)(11) of the Bond Purchase Agreement (the “Bond Purchase Agreement”) to be executed by and between City of Roseville, California (the “City”), for and on behalf of the City of Roseville Amoruso Ranch Community Facilities District No. 1 (Public Facilities) (the “District”), and Piper Sandler & Co. (the “Underwriter”), Brookfield Sacramento Holdings LLC, a Delaware limited liability company (the “Master Developer”), hereby represents, warrants and covenants to the City, the District and the Underwriter as of the date hereof as set forth herein. Unless otherwise indicated, capitalized terms used herein and not defined have the meaning given to them in the Bond Purchase Agreement.

1. The Master Developer is duly organized and validly existing under the laws of the State of Delaware and is registered to transact intrastate business in the State of California and has all requisite right, power, and authority to: (i) execute and deliver this Letter of Representations of Brookfield Sacramento Holdings LLC (the “Letter of Representations”); and (ii) undertake all of the transactions on its part described in the Preliminary Official Statement.

2. Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge of the Undersigned,1 (a) the Master Developer and its Affiliates,2 are not in breach of or in default 1 “Actual Knowledge of the Undersigned” means the actual (as opposed to constructive) knowledge that the individuals signing on behalf of the Master Developer currently have as of the date of this Letter of Representations or have obtained through: (i) interviews with such current officers and responsible employees of the Master Developer and its Affiliates as the undersigned have determined are reasonably likely, in the ordinary course of their respective duties, to have knowledge of the matters that are set forth in this Letter of Representations; and/or (ii) review of documents that were reasonably available to the undersigned and which the undersigned have reasonably deemed necessary in order for the undersigned to obtain knowledge of the matters that are set forth in this Letter of Representations. The undersigned have not conducted any extraordinary inspection or inquiry other than such inspections or inquiries as are prudent and customary in connection with the ordinary course of the Master Developer’s current business and operations. Officers and employees no longer working for the Master Developer or its Affiliates have not been contacted.
2 “Affiliate” means, with respect to the Master Developer, any other Person: (i) who directly, or indirectly through one or more intermediaries, is currently controlling, controlled by, or under common control with the Master Developer; and (ii) for whom information, including financial information or operating data, concerning such Person is material to potential investors in their evaluation of the Property and investment decision regarding the Bonds (i.e., information relevant to: (a) the Master Developer’s development plans with respect to the Property and ability to pay the Special Tax on the Property prior to delinquency; or (b) such Person’s assets or funds that would materially affect the Master Developer’s ability to develop the Property as described in the Preliminary Official Statement or to pay the Special Tax on the Property prior to delinquency). “Person” means an individual, a corporation, a partnership, a limited liability company, an association, a joint stock company, a trust, any D-2
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under any applicable judgment or decree or any loan agreement, option agreement, development agreement, indenture, bond, or note (collectively, the “Material Agreements”) to which the Master Developer or its Affiliates are a party or otherwise subject, which breach or default could reasonably be expected to materially and adversely affect the ability of the Master Developer or any of the Merchant Builders to develop the Amoruso Ranch project as described in the Preliminary Official Statement and (b) no event has occurred and is continuing that with the passage of time or giving of notice, or both, would constitute such a breach or default.

3. Except as set forth in the Preliminary Official Statement, no action, suit, proceeding, inquiry, or investigation, at law or in equity, before or by any court, regulatory agency, public board or body is pending against the Master Developer (with proper service of process to the Master Developer having been accomplished) or, to the Actual Knowledge of the Undersigned, is pending against any Affiliate of the Master Developer (with proper service of process to such Affiliate having been accomplished) or to the Actual Knowledge of the Undersigned is overtly threatened in writing against the Master Developer or any such Affiliate which, if successful, is reasonably likely to materially and adversely affect the ability of the Master Developer or any of the Merchant Builders to develop the Amoruso Ranch project as described in the Preliminary Official Statement.

4. As of the date thereof, to the Actual Knowledge of the Undersigned, the Preliminary Official Statement, solely with respect to information contained therein with respect to the Master Developer, its Affiliates, ownership of the property within Improvement Area No. 1 of the District (the “Property”), the Master Developer’s development plan for the Amoruso Ranch project, the Master Developer’s financing plan, the Master Developer’s lenders, if any, and contractual arrangements of the Master Developer or any Affiliate of the Master Developer (including, if material to the Master Developer’s development plan or the Master Developer’s financing plan, other loans of such Affiliates) as set forth under the captions entitled “THE AMORUSO RANCH DEVELOPMENT,” “THE MASTER DEVELOPER,” “VALUE OF PROPERTY WITHIN IMPROVEMENT AREA NO. 1—Value to Special Tax Burden Ratios,” and “SPECIAL RISK FACTORS—Property Values and Property Development—Endangered and Threatened Species (excluding therefrom, in each case, information which is identified as having been provided by a source other than the Master Developer), is true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

5. The Master Developer covenants that, while the Bonds or any refunding obligations related thereto are outstanding, the Master Developer and its Affiliates which it controls will not bring any action, suit, proceeding, inquiry or investigation, at law or in equity, before any court, regulatory agency, public board or body that in any way seeks to challenge or overturn the formation of the District, to challenge the adoption of the ordinance of the City levying the Special Tax within the District, including Improvement Area No. 1 herein, to invalidate the District or any of the Bonds or any refunding bonds related thereto, or to invalidate the special tax liens imposed under Section 3115.5 of the Streets and Highways Code based on recordation of the notice of special tax lien relating thereto. The foregoing covenant shall not prevent the Master Developer or any Affiliate in any way from bringing any other action, suit, proceeding, inquiry or investigation, at law or in unincorporated organization, or a government or political subdivision thereof. For purposes hereof, the term “control” (including the terms “controlling,” “controlled by” or “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

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equity, before any court, regulatory agency, public board or body including, without limitation, (a) an action or suit contending that the Special Tax has not been levied in accordance with the methodologies contained in the District’s Rate, Method of Apportionment, and Manner of Collection of Special Tax pursuant to which the Special Tax is levied, (b) an action or suit with respect to the application or use of the Special Tax levied and collected, (c) an action or suit to enforce the obligations of the City and/or the District under the Formation Documents, the District Documents, or any other agreements among the Master Developer or its Affiliates, the City, and/or the District or to which the Master Developer or its Affiliates is a party or beneficiary (including, but not limited to, the Fiscal Agent Agreement).

6. Except as disclosed in the Preliminary Official Statement or as a matter of public record (including, without limitation, liens for ad valorem tax obligations), to the Actual Knowledge of the Undersigned, no public debt secured by a tax or assessment on the Property exists or is in the process of being authorized that would include any portion of the Property.

7. Based upon its current development plans, including, without limitation, its current budget, and subject to economic conditions and risks generally inherent in the development of real property, many of which are beyond the control of the Master Developer, and except as disclosed in the Preliminary Official Statement including in the sections entitled “THE AMORUSO RANCH DEVELOPMENT” and “THE MASTER DEVELOPER,” to the Actual Knowledge of the Undersigned, the Master Developer currently expects that it will have sufficient funds and/or sources of funds to develop the Amoruso Ranch project as described in the Preliminary Official Statement.

The Master Developer reserves the right to change its development plan and financing plan for the Amoruso Ranch project at any time without notice.

8. Solely as to the limited information described in Paragraph 4 above (and subject to the limitations and exclusions set forth in Paragraph 4), the Master Developer agrees to indemnify and hold harmless, to the extent permitted by law, the City, the District, and their officials and employees, and each Person, if any (each, an “Indemnified Party” and together, the “Indemnified Parties”), who controls any of the foregoing within the meaning of Section 15 of the Securities Act of 1933, as amended, or of Section 20 of the Securities Exchange Act of 1934, as amended, against all claims, damages, or liabilities (collectively, “Claims”) incurred by an Indemnified Party under any statute or at law or in equity, to the extent that such Claims arise from an untrue statement by the Master Developer of a material fact contained in the information described in Paragraph 4 above (and subject to the limitations and exclusions set forth in Paragraph 4), as of the date of the Preliminary Official Statement, or the omission by the Master Developer to state in the Preliminary Official Statement, as of its date, a material fact necessary to make the statements made by the Master Developer contained therein, in light of the circumstances under which they were made not misleading. This indemnity provision shall not be construed as a limitation on any other liability which the Master Developer may otherwise have to any Indemnified Party, provided that in no event shall the Master Developer be obligated for double indemnification. Further, in no event shall the Master Developer’s liability under this indemnification provision extend to any claims, damages, liability, losses or costs arising out of or related to the negligence or willful misconduct of an Indemnified Party.

In the event that a covered Claim is brought against any Indemnified Party, such Indemnified Party shall promptly notify the Master Developer in writing; provided that the failure to notify the Master Developer shall not relieve it from any liability that it may have hereunder except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such D-4
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failure; and provided, further, that the failure to notify the Master Developer shall not relieve it from any liability that it may have to an Indemnified Party otherwise than under the above paragraph unless such liability was also conditioned upon such notice. If any proceeding shall be brought or asserted against an Indemnified Party upon a covered Claim, and it shall have notified the Master Developer thereof, the Master Developer shall retain counsel reasonably satisfactory to the Indemnified Party (who may be counsel to the Master Developer) to represent the Indemnified Party in such proceeding regarding the covered Claim and shall pay the fees and expenses of such counsel solely with respect to such proceeding, as incurred. Any Indemnified Party shall have the right to retain its own counsel in such proceeding, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Master Developer and the Indemnified Party shall have mutually agreed to the contrary; (ii) the Master Developer has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Party; (iii) the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Master Developer such that a material conflict of interest exists for such counsel; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Master Developer and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interest between them. It is understood and agreed that the Master Developer shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Parties, and that all such fees and expenses, to the extent reasonable, shall be paid or reimbursed as they are incurred. Any such separate firm shall be designated in writing by such Indemnified Parties. The Master Developer shall not be liable for any settlement of any proceeding effected without its written consent. The Master Developer shall not, without the written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding upon a covered Claim in respect of which any Indemnified Party is a party, unless such settlement (x) includes an unconditional release of such Indemnified Party, in form and substance reasonably satisfactory to such Indemnified Party, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party.

9. If, between the date hereof and the Closing Date, to the Actual Knowledge of the Undersigned, any event relating to or affecting the Master Developer, its Affiliates, ownership of the Property, the Master Developer’s development plan, the Master Developer’s financing plan, the Master Developer’s lenders, if any, and contractual arrangements of the Master Developer or any Affiliate of the Master Developer (including, if material to the Master Developer’s development plan or the Master Developer’s financing plan, other loans of such Affiliates) shall occur which the undersigned believe would cause the information under the sections of the Preliminary Official Statement indicated in Paragraph 4 hereof (and subject to the limitations and exclusions set forth in Paragraph 4), to contain an untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the undersigned shall notify the City and the Underwriter and if in the opinion of counsel to the City or the Underwriter, such event requires the preparation and publication of a supplement or amendment to the Preliminary Official Statement, the Master Developer shall reasonably cooperate with the City in the preparation of an amendment or supplement to the Preliminary Official Statement in form and substance reasonably satisfactory to counsel to the City and to the Underwriter.

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10. On behalf of the Master Developer, we have reviewed the contents of this Certificate and have met with counsel to the Master Developer for the purpose of discussing the meaning of its contents.

The undersigned have executed this Letter of Representations solely in their capacity as authorized representatives of the Master Developer and they will have no personal liability arising from or relating to this Letter of Representations.

BROOKFIELD SACRAMENTO HOLDINGS LLC,
a Delware limited partnership
By: _____________________________
Name: ___________________________
Title: ____________________________
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EXHIBIT E
$__________

CITY OF ROSEVILLE
AMORUSO RANCH COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES) IMPROVEMENT AREA NO. 1

SPECIAL TAX BONDS
SERIES 2024

CLOSING CERTIFICATE OF BROOKFIELD SACRAMENTO HOLDINGS LLC Dated: _____, 2024
In connection with the issuance and sale of the above-captioned bonds (the “Bonds”), and pursuant to Section 4(d)(11) of the Bond Purchase Agreement (the “Bond Purchase Agreement”) to be executed by and between City of Roseville, California (the “City”), for and on behalf of the City of Roseville Amoruso Ranch Community Facilities District No. 1 (Public Facilities) (the “District”), and Piper Sandler & Co. (the “Underwriter”), Brookfield Sacramento Holdings LLC, a Delaware limited liability company (the “Master Developer”), hereby represents, warrants and covenants to the City, the District and the Underwriter as of the date hereof. Capitalized terms used herein that are not defined herein shall have the meanings ascribed to such terms in the Letter of Representations of Brookfield Sacramento Holdings LLC, dated _____, 2024 (the “Letter of Representations”), delivered by the Master Developer.
(1) The undersigned are duly authorized to execute this Closing Certificate of Brookfield Sacramento Holdings LLC (the “Closing Certificate”) on behalf of the Master Developer.
(2) Except as disclosed in the final Official Statement relating to the Bonds (the “Final Official Statement”), to the Actual Knowledge of the Undersigned, no event has occurred since the date of the Preliminary Official Statement which has materially and adversely affected or is reasonably expected to materially and adversely affect the business, properties, operations or financial condition of the Master Developer. (3) The representations and warranties made by the Master Developer in the Letter of Representations are true and correct in all material respects on and as of the date hereof, with the same effect as if made on the date hereof, except that all references to the Preliminary Official Statement in the Letter of Representations shall be deemed references to the Final Official Statement.
(4) For the period through 25 days after the “end of the underwriting period” as defined in the Bond Purchase Agreement to mean the Closing Date, if any event relating to or affecting the Master Developer, its Affiliates, ownership of the Property, the Master Developer’s development plan, the Master Developer’s financing plan, the Master Developer’s lenders, if any, and contractual arrangements of the Master Developer or any Affiliates of the Master Developer (including, if material to the Master Developer’s development plan or the Master Developer’s financing plan, other loans of such Affiliates) shall occur as a result of which it is necessary, in the opinion of the Underwriter or counsel to E-2
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the City, to amend or supplement the Official Statement in order to make the information under the sections of the Official Statement indicated in Paragraph 4 of the Letter of Representations (and subject to the limitations and exclusions set forth in Paragraph 4 of the Letter of Representations) not misleading in the light of the circumstances under which they were made, the Master Developer shall reasonably cooperate with the City and the Underwriter in the preparation of an amendment or supplement to the Official Statement in form and substance reasonably satisfactory to the Underwriter and Disclosure Counsel which will amend or supplement the Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

The undersigned have executed this Closing Certificate solely in their capacity as authorized representatives of the Master Developer and they will have no personal liability arising from or relating to this Closing Certificate.

EXHIBIT F

CITY OF ROSEVILLE
AMORUSO RANCH COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES) IMPROVEMENT AREA NO. 1

SPECIAL TAX BONDS
SERIES 2024

FORM OF NEGATIVE ASSURANCE LETTER FROM COUNSEL TO THE MASTER

DEVELOPER
_____, 2024
City of Roseville Amoruso Ranch Community
Facilities District No. 1 (Public Facilities)
311 Vernon Street
Roseville, California 95678
Piper Sandler & Co.
3626 Fair Oaks Blvd., Suite 100
Sacramento, California 95864
Re: $__________ City of Roseville Amoruso Ranch Community Facilities District No. 1 (Public Facilities), Improvement Area No. 1, Special Tax Bonds, Series 2024
Ladies and Gentlemen:

We have acted as special counsel to Brookfield Sacramento Holdings LLC, a Delaware limited liability company (the “Master Developer”), in connection with the development of Improvement Area No. 1 of the City of Roseville Amoruso Ranch Community Facilities District No. 1 (Public Facilities) (the “District”) and in connection with the issuance by the District of the City of Roseville Amoruso Ranch Community Facilities District No. 1 (Public Facilities), Improvement Area No. 1, Special Tax Bonds, Series 2024 (the “Bonds”). The Bonds are described in that certain Official Statement dated ______, 2024 (the “Official Statement”).

The Bonds are being sold to Piper Sandler & Co., as underwriter (the “Underwriter”), pursuant to that certain Bond Purchase Agreement, dated _____, 2024 (the “Bond Purchase Agreement”), by and between the Underwriter and the City of Roseville (the “City”) on behalf of the District. This letter is provided for the benefit of the District and the Underwriter pursuant to Section 4(d)(12) of the Bond Purchase Agreement.

We advise you that we are not general counsel to the Master Developer and do not represent the Master Developer on a continuing basis. Rather, we represent the Master Developer as requested from time to time on specific matters.

The primary purpose of our professional engagement was not to establish or confirm factual matters or quantitative information. We are not passing upon and do not assume any responsibility F-2
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for the accuracy, completeness, or fairness of any of the statements contained in the Official Statement and make no representation that we have independently verified the accuracy, completeness, or fairness of any such statements. However, in our capacity as special counsel to the Master Developer, we reviewed those sections of the Official Statement described below and we participated in conferences with representatives of the Master Developer, the Underwriter, Jones Hall, as Bond and Disclosure Counsel, Stradling Yocca Carlson & Rauth LLP, as Underwriter's Counsel, and others, during which conferences the contents of the Official Statement and related matters were discussed. We have reviewed only the electronic version of the Official Statement delivered to Robert M. Haight, Jr. ([email protected]) on __________, 2024, from _________ (the “Official Electronic Version”), and we assume that any printed version and all other electronic versions of the Official Statement are identical in all respects to such Official Electronic Version. Our statements herein with respect to the Official Statement do not pertain to any printed or electronic version of the Official Statement that is not identical in all respects to the Official Electronic Version. We also reviewed certain written statements of officers and other representatives of the Master Developer and others as to the existence and consequence of certain factual and other matters.

Based on our participation, review, and reliance as described above, we advise you that no information came to the attention of the lawyers in our firm rendering legal services in connection with such representation that caused us to believe that, as of the date of the Official Statement and as of the date hereof, the statements contained in the Official Statement relating to the Master Developer and its Affiliates (as defined in the Letter of Representations of Brookfield Sacramento Holdings LLC, dated _____, 2024), ownership of the property within Improvement Area No. 1 of the District, the Master Developer’s development plan, the Master Developer’s financing plan, the Master Developer’s lenders, if any, and contractual arrangements of the Master Developer or any Affiliate of the Master Developer (including, if material to the Master Developer’s development plan or the Master Developer’s financing plan, other loans of such Affiliates) as set forth under the captions entitled “THE AMORUSO RANCH DEVELOPMENT,” “THE MASTER DEVELOPER,” “VALUE OF PROPERTY WITHIN IMPROVEMENT AREA NO. 1—Value to Special Tax Burden Ratios,” and “SPECIAL RISK FACTORS—Property Values and Property Development— Endangered and Threatened Species (but, under all captions, excluding any information cited as coming from a source other than the Master Developer, and excluding any information regarding any appraisal, any absorption study, and market value ratio and annual special tax ratio, and except that no belief or view is expressed as to (a) any financial statements and other financial, statistical, economic, demographic, or engineering data or forecasts, numbers, charts, tables, graphs, estimates, projections, assumptions, or expressions of opinion, or (b) any information about valuation, appraisals, market absorption, archaeological, or environmental matters), contained or contains any untrue statement of a material fact or omitted or omits a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. For purposes of this paragraph, “attention” refers to the conscious awareness of each of the lawyers in our firm who actively participated in rendering legal services in connection with such representation and “believe” refers to the actual, subjective, good faith belief of each of those lawyers. Please be advised that only Robert M. Haight, Jr. has rendered such legal services in connection with such representation.

We express no view or belief as to the applicability or effect on the subject transaction of the securities laws of the State of California or of the United States of America, including but not limited to the Securities Act of 1933, as amended.

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No attorney-client relationship has existed or exists between our firm and the City, the District, or the Underwriter in connection with the Bonds or by virtue of this letter. This letter is delivered as of the date hereof and is furnished solely for the benefit of the addressees in connection with the subject transaction and may not be relied upon for any other purpose or furnished to, used, circulated, quoted, or referred to by any other person without our prior written consent. This letter is not intended to, and may not, be relied upon by any owners of the Bonds.

Our engagement with respect to this matter has terminated as of the date hereof, and we do not undertake to advise you of any matters that may come to our attention subsequent to the date hereof that may affect the statements set forth herein.

This letter is limited to the matters expressly set forth herein, and no belief or assurance is implied or may be inferred beyond the matters expressly stated herein.

Sincerely yours,
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EXHIBIT G

CITY OF ROSEVILLE
AMORUSO RANCH COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES) IMPROVEMENT AREA NO. 1

SPECIAL TAX BONDS
SERIES 2024
LETTER OF RICHMOND AMERICAN HOMES OF MARYLAND, INC.
_____, 2024
In connection with the issuance and sale of the above-captioned bonds (the “Bonds”), and pursuant to Section 4(d)(13) of the Bond Purchase Agreement (the “Bond Purchase Agreement”) to be executed by and between City of Roseville, California (the “City”), for and on behalf of the City of Roseville Amoruso Ranch Community Facilities District No. 1 (Public Facilities) (the “District”), and Piper Sandler & Co. (the “Underwriter”), Richmond American Homes of Maryland, Inc., a Maryland corporation (the “Builder”), hereby represents, warrants and covenants to the City, the District and the Underwriter as of the date hereof as set forth herein. Unless otherwise indicated, capitalized terms used herein and not defined have the meaning given to them in the Bond Purchase Agreement.

1. The Builder is duly organized and validly existing under the laws of the State of Maryland and is registered to transact intrastate business in the State of California and has all requisite right, power, and authority to: (i) execute and deliver this Letter of Representations of Richmond American Homes of Maryland, Inc. (the “Letter of Representations”); (ii) to execute and deliver the Continuing Disclosure Certificate (Richmond American Homes of Maryland, Inc.) to be executed by the Builder prior to the Closing (the “Builder Continuing Disclosure Certificate”); and (iii) undertake all of the transactions on its part described in the Preliminary Official Statement.

2. As set forth in the Preliminary Official Statement, certain of the property within Improvement Area No. 1 of the District is held in the name of the Builder (herein, the “Property”).

The undersigned, on behalf of the Builder, make the representations herein with respect to all such Property.

3. The Builder has, or will have prior to the Closing, duly authorized the execution and delivery of the Builder Continuing Disclosure Certificate at the Closing and the performance by the Builder of its obligations thereunder.

4. Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge of the Undersigned,1 (a) the Builder and its Relevant Entities2 are not in breach of or in default under 1 “Actual Knowledge of the Undersigned” means the knowledge that the individuals signing on behalf of the Builder currently have as of the date of this Letter of Representations or have obtained through: (i) interviews with such current officers and responsible employees of the Builder and its Relevant Entities as the undersigned have determined are reasonably likely, in the ordinary course of their respective duties, to have knowledge of the matters that are set forth in this Letter of Representations; and/or (ii) review of documents that were reasonably available to the undersigned and which the undersigned have reasonably deemed necessary in order for the undersigned to obtain knowledge of the matters that are set forth in this Letter of G-2
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any applicable judgment or decree or any loan agreement, option agreement, development agreement, indenture, bond, or note (collectively, the “Material Agreements”) to which the Builder or its Relevant Entities are a party or otherwise subject, which breach or default could reasonably be expected to materially and adversely affect the Builder’s ability to develop the Property as described in the Preliminary Official Statement or to pay the Special Tax levied against the Property (to the extent the responsibility of the Builder) prior to delinquency and (b) no event has occurred and is continuing that with the passage of time or giving of notice, or both, would constitute such a breach or default.

5. Except as described in the Preliminary Official Statement, there is no material indebtedness of the Builder or its Relevant Entities that is secured by an interest in the Property. To the Actual Knowledge of the Undersigned, neither the Builder nor any of its Relevant Entities is in default on any obligation to repay borrowed money, which default is reasonably likely to materially and adversely affect the Builder’s ability to develop the Property as described in the Preliminary Official Statement or to pay the Special Tax levied against the Property (to the extent the responsibility of the Builder) prior to delinquency.

6. Except as set forth in the Preliminary Official Statement, no action, suit, proceeding, inquiry, or investigation, at law or in equity, before or by any court, regulatory agency, public board or body is pending against the Builder (with proper service of process to the Builder having been accomplished) or, to the Actual Knowledge of the Undersigned, is pending against any Relevant Entity of the Builder (with proper service of process to such Relevant Entity having been accomplished) or to the Actual Knowledge of the Undersigned is overtly threatened in writing against the Builder or any such Relevant Entity which, if successful, is reasonably likely to materially and adversely affect the Builder’s ability to develop the Property as described in the Preliminary Official Statement or to pay the Special Tax levied against the Property (to the extent the responsibility of the Builder) prior to delinquency.

Officers and employees no longer working for the Builder or its Relevant Entities have not been contacted. 2 “Relevant Entities” means, with respect to the Builder, any other Person: (i) who directly, or indirectly through one or more intermediaries, is currently controlling, controlled by, or under common control with the Builder; and (ii) for whom information, including financial information or operating data, concerning such Person is material to potential investors in their evaluation of the Property and investment decision regarding the Bonds (i.e., information relevant to: (a) the Builder’s development plans with respect to the Property and ability to pay the Special Tax levied against the Property (to the extent the responsibility of the Builder) prior to delinquency; or (b) such Person’s assets or funds that would materially affect the Builder’s ability to develop the Property as described in the Preliminary Official Statement or to pay the Special Tax levied against the Property (to the extent the responsibility of the Builder) prior to delinquency). “Person” means an individual, a corporation, a partnership, a limited liability company, an association, a joint stock company, a trust, any unincorporated organization, or a government or political subdivision thereof. For purposes hereof, the term “control” (including the terms “controlling,” “controlled by” or “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

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entitled “MERCHANT BUILDER INFORMATION—Richmond American” and “CONTINUING DISCLOSURE—The Merchant Builders—Richmond American Continuing Disclosure Compliance” (excluding therefrom, in each case, information which is identified as having been provided by a source other than the Builder), is true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

8. The Builder covenants that, while the Bonds or any refunding obligations related thereto are outstanding, the Builder and its Relevant Entities which it controls will not bring any action, suit, proceeding, inquiry or investigation, at law or in equity, before any court, regulatory agency, public board or body that in any way seeks to challenge or overturn the formation of the District, to challenge the adoption of the ordinance of the City levying the Special Tax within the District, to invalidate the District or any of the Bonds or any refunding bonds related thereto, or to invalidate the special tax liens imposed under Section 3115.5 of the Streets and Highways Code based on recordation of the notice of special tax lien relating thereto. The foregoing covenant shall not prevent the Builder or any Relevant Entity in any way from bringing any other action, suit, proceeding, inquiry or investigation, at law or in equity, before any court, regulatory agency, public board or body including, without limitation, (a) an action or suit contending that the Special Tax has not been levied in accordance with the methodologies contained in the District’s Rate, Method of Apportionment, and Manner of Collection of Special Tax pursuant to which the Special Tax is levied, (b) an action or suit with respect to the application or use of the Special Tax levied and collected, (c) an action or suit to enforce the obligations of the City and/or the District under the Formation Documents, the District Documents, or any other agreements among the Builder or its Relevant Entities, the City, and/or the District or to which the Builder or its Relevant Entities is a party or beneficiary (including, but not limited to, the Fiscal Agent Agreement).

9. Except as disclosed in the Preliminary Official Statement or as a matter of public record (including, without limitation, liens for ad valorem tax obligations), to the Actual Knowledge of the Undersigned, no public debt secured by a tax or assessment on the Property exists or is in the process of being authorized that would include any portion of the Property.

10. To the Actual Knowledge of the Undersigned, the Builder has not been delinquent to any material extent in the payment of any ad valorem property tax, special assessment or special tax on property owned by the Builder during the period of its ownership included within the boundaries of a community facilities district or an assessment district within California within the last five (5) years that (a) caused a draw on a reserve fund relating to such assessment district or community facilities district financing or (b) resulted in a foreclosure action being commenced in a court of law against the Builder.

11. The Builder intends to comply with the provision of the Mello-Roos Community Facilities District Act of 1982, as amended relating to the Notice of Special Tax described in Government Code Section 53341.5 in connection with the sale of the Property, or portions thereof.

12. To the Actual Knowledge of the Undersigned, the Builder is able to pay its bills as they become due and no legal proceedings are pending against the Builder (with proper service of process to the Builder having been accomplished) or, to the Actual Knowledge of the Undersigned, overtly threatened in writing in which the Builder may be adjudicated as bankrupt or discharged from any and all of its debts or obligations, or granted an extension of time to pay its debts or obligations, G-4
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or be allowed to reorganize or readjust its debts, or be subject to control or supervision of the Federal Deposit Insurance Corporation.

13. Based upon its current development plans, including, without limitation, its current budget, and subject to economic conditions and risks generally inherent in the development of real property, many of which are beyond the control of the Builder, and except as disclosed in the Preliminary Official Statement including in the sections entitled “MERCHANT BUILDER INFORMATION—Richmond American,” the Builder currently expects that it will have sufficient funds and/or sources of funds to develop the Property as described in the Preliminary Official Statement and to pay the Special Tax levied against the Property (to the extent the responsibility of the Builder) prior to delinquency. However, neither the Builder nor its Relevant Entities are obligated to make any additional capital contribution or loan to the Builder at any time, and the Builder reserves the right to change its development plan and financing plan for the Property at any time without notice, and there is no recourse against the Builder for failure to pay Special Taxes other than the filing of a foreclosure action against the delinquent Property.

14. Solely as to the limited information described in Paragraph 7 above (and subject to the limitations and exclusions set forth in Paragraph 7), the Builder agrees to indemnify and hold harmless, to the extent permitted by law, the City, the District, and their officials and employees, and each Person, if any (each, an “Indemnified Party” and together, the “Indemnified Parties”), who controls any of the foregoing within the meaning of Section 15 of the Securities Act of 1933, as amended, or of Section 20 of the Securities Exchange Act of 1934, as amended, against all claims, damages, or liabilities (collectively, “Claims”) incurred by an Indemnified Party under any statute or at law or in equity, to the extent that such Claims arise from an untrue statement by the Builder of a material fact contained in the information described in Paragraph 7 above (and subject to the limitations and exclusions set forth in Paragraph 7), as of the date of the Preliminary Official Statement, or the omission by the Builder to state in the Preliminary Official Statement, as of its date, a material fact necessary to make the statements made by the Builder contained therein, in light of the circumstances under which they were made not misleading. This indemnity provision shall not be construed as a limitation on any other liability which the Builder may otherwise have to any Indemnified Party, provided that in no event shall the Builder be obligated for double indemnification. Further, in no event shall the Builder’s liability under this indemnification provision extend to any claims, damages, liability, losses or costs arising out of or related to the negligence or willful misconduct of an Indemnified Party.

In the event that a covered Claim is brought against any Indemnified Party, such Indemnified Party shall promptly notify the Builder in writing; provided that the failure to notify the Builder shall not relieve it from any liability that it may have hereunder except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Builder shall not relieve it from any liability that it may have to an Indemnified Party otherwise than under the above paragraph unless such liability was also conditioned upon such notice. If any proceeding shall be brought or asserted against an Indemnified Party upon a covered Claim, and it shall have notified the Builder thereof, the Builder shall retain counsel reasonably satisfactory to the Indemnified Party (who may be counsel to the Builder) to represent the Indemnified Party in such proceeding regarding the covered Claim and shall pay the fees and expenses of such counsel solely with respect to such proceeding, as incurred. Any Indemnified Party shall have the right to retain its own counsel in such proceeding, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Builder and the Indemnified Party shall have mutually agreed to the contrary; (ii) the Builder has failed within a reasonable time G-5
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to retain counsel reasonably satisfactory to the Indemnified Party; (iii) the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Builder such that a material conflict of interest exists for such counsel; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Builder and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interest between them. It is understood and agreed that the Builder shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Parties, and that all such fees and expenses, to the extent reasonable, shall be paid or reimbursed as they are incurred. Any such separate firm shall be designated in writing by such Indemnified Parties. The Builder shall not be liable for any settlement of any proceeding effected without its written consent. The Builder shall not, without the written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding upon a covered Claim in respect of which any Indemnified Party is a party, unless such settlement (x) includes an unconditional release of such Indemnified Party, in form and substance reasonably satisfactory to such Indemnified Party, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party.

15. If, between the date hereof and the Closing Date, to the Actual Knowledge of the Undersigned, any event relating to or affecting the Builder, its Relevant Entities, ownership of the Property, the Builder’s development plan, the Builder’s financing plan, the Builder’s lenders, if any, and contractual arrangements of the Builder or any Relevant Entity of the Builder (including, if material to the Builder’s development plan or the Builder’s financing plan, other loans of such Relevant Entities) shall occur which the undersigned believes would cause the information under the sections of the Preliminary Official Statement indicated in Paragraph 7 hereof (and subject to the limitations and exclusions set forth in Paragraph 7), to contain an untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the undersigned shall notify the City and the Underwriter and if in the opinion of counsel to the City or the Underwriter, such event requires the preparation and publication of a supplement or amendment to the Preliminary Official Statement, the Builder shall reasonably cooperate with the City in the preparation of an amendment or supplement to the Preliminary Official Statement in form and substance reasonably satisfactory to counsel to the City and to the Underwriter.

16. On behalf of the Builder, the undersigned has reviewed the contents of this Certificate and has met with counsel to the Builder for the purpose of discussing the meaning of its contents.

The undersigned has executed this Letter of Representations solely in his or her capacity as authorized officer or representative of the Builder and he or she will have no personal liability arising from or relating to this Letter of Representations.

RICHMOND AMERICAN HOMES OF MARYLAND, INC.,
a Maryland corporation
By: _____________________________
Name: ___________________________
Title: ____________________________
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EXHIBIT H

CITY OF ROSEVILLE
AMORUSO RANCH COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES) IMPROVEMENT AREA NO. 1

SPECIAL TAX BONDS
SERIES 2024
CLOSING CERTIFICATE OF RICHMOND AMERICAN HOMES OF MARYLAND, INC.

Dated: _____, 2024
In connection with the issuance and sale of the above-captioned bonds (the “Bonds”), and pursuant to Section 4(d)(13) of the Bond Purchase Agreement (the “Bond Purchase Agreement”) to be executed by and between City of Roseville, California (the “City”), for and on behalf of the City of Roseville Amoruso Ranch Community Facilities District No. 1 (Public Facilities) (the “District”), and Piper Sandler & Co. (the “Underwriter”), Richmond American Homes of Maryland, Inc., a Maryland corporation (the “Builder”), hereby represents, warrants and covenants to the City, the District and the Underwriter as of the date hereof. Capitalized terms used herein that are not defined herein shall have the meanings ascribed to such terms in the Letter of Representations executed by the Builder and dated _____, 2024 (the “Letter of Representations”), delivered by the Builder. (1) The undersigned are duly authorized to execute this Closing Certificate (the “Closing Certificate”) on behalf of the Builder.
(2) The Builder is duly authorized to execute, deliver and perform its obligations under a Builder Continuing Disclosure Certificate.
(3) The Builder has duly executed and delivered the Builder Continuing Disclosure Certificate.
(4) Except as disclosed in the final Official Statement relating to the Bonds (the “Final Official Statement”), to the Actual Knowledge of the Undersigned, no event has occurred since the date of the Preliminary Official Statement which has materially and adversely affected or is reasonably expected to materially and adversely affect the business, properties, operations or financial condition of the Builder. (5) The representations and warranties made by the Builder in the Letter of Representations are true and correct in all material respects on and as of the date hereof, with the same effect as if made on the date hereof, except that all references to the Preliminary Official Statement in the Letter of Representations shall be deemed references to the Final Official Statement.
(6) For the period through 25 days after the “end of the underwriting period” as defined in the Bond Purchase Agreement to mean the Closing Date, if any event relating to or affecting the Builder, its Affiliates, ownership of the Property, the Builder’s development plan, the Builder’s financing plan, the Builder’s lenders, if any, and contractual arrangements of the Builder or any Affiliates of the Builder (including, if material to the Builder’s H-2
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development plan or the Builder’s financing plan, other loans of such Affiliates) shall occur as a result of which it is necessary, in the opinion of the Underwriter or counsel to the City, to amend or supplement the Official Statement in order to make the information under the sections of the Preliminary Official Statement indicated in Paragraph 7 of the Letter of Representations (and subject to the limitations and exclusions set forth in Paragraph 7 of the Letter of Representations) not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, the Builder shall reasonably cooperate with the City and the Underwriter in the preparation of an amendment or supplement to the Official Statement in form and substance reasonably satisfactory to the Underwriter and Disclosure Counsel which will amend or supplement the Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time the Official Statement is delivered to a purchaser, not misleading.

The undersigned have executed this Closing Certificate solely in their capacity as authorized representatives of the Builder and they will have no personal liability arising from or relating to this Closing Certificate.

EXHIBIT I

CITY OF ROSEVILLE
AMORUSO RANCH COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES) IMPROVEMENT AREA NO. 1

SPECIAL TAX BONDS
SERIES 2024
LETTER OF REPRESENTATIONS OF D.R. HORTON CA2, INC.
_____, 2024
In connection with the issuance and sale of the above-captioned bonds (the “Bonds”), and pursuant to Section 4(d)(14) of the Bond Purchase Agreement (the “Bond Purchase Agreement”) to be executed by and between City of Roseville, California (the “City”), for and on behalf of the City of Roseville Amoruso Ranch Community Facilities District No. 1 (Public Facilities) (the “District”), and Piper Sandler & Co. (the “Underwriter”), D.R. Horton CA2, Inc.. a California corporation (the “Builder”), hereby represents, warrants and covenants to the City, the District and the Underwriter as of the date hereof as set forth herein. Unless otherwise indicated, capitalized terms used herein and not defined have the meaning given to them in the Bond Purchase Agreement.

1. The Builder is duly organized and validly existing under the laws of the State of California and has all requisite right, power, and authority to: (i) execute and deliver this Letter of Representations of D.R. Horton CA2, Inc. (the “Letter of Representations”); (ii) to execute and deliver the Continuing Disclosure Certificate (D.R. Horton CA2, Inc.) to be executed by the Builder prior to the Closing (the “Builder Continuing Disclosure Certificate”); and (iii) undertake all of the transactions on its part described in the Preliminary Official Statement.

2. As set forth in the Preliminary Official Statement, certain of the property within Improvement Area No. 1 of the District is held in the name of the Builder or Amoruso P1A – Roseville, L.P., a Delaware limited partnership, and under option to be acquired by the Builder (herein, the “Property”). The undersigned, on behalf of the Builder, make the representations herein with respect to all such Property.

4. Except as disclosed in the Preliminary Official Statement, to the Actual Knowledge of the Undersigned,1 (a) the Builder and its Relevant Entities2 are not in breach of or in default under 1 “Actual Knowledge of the Undersigned” means the knowledge that the individuals signing on behalf of the Builder currently have as of the date of this Letter of Representations or have obtained through: (i) interviews with such current officers and responsible employees of the Builder and its Relevant Entities as the undersigned have determined are reasonably likely, in the ordinary course of their respective duties, to have knowledge of the matters that are set forth in this Letter of Representations; and/or (ii) review of documents that were reasonably available to the undersigned and which the undersigned have reasonably deemed necessary in order for the undersigned to obtain knowledge of the matters that are set forth in this Letter of Representations. The undersigned have not conducted any extraordinary inspection or inquiry other than such inspections or inquiries as are prudent and customary in connection with the ordinary course of the Builder’s current business and operations.

Officers and employees no longer working for the Builder or its Relevant Entities have not been contacted.

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any applicable judgment or decree or any loan agreement, option agreement, development agreement, indenture, bond, or note (collectively, the “Material Agreements”) to which the Builder or its Relevant Entities are a party or otherwise subject, which breach or default could reasonably be expected to materially and adversely affect the Builder’s ability to develop the Property as described in the Preliminary Official Statement or to pay the Special Tax levied against the Property (to the extent the responsibility of the Builder) prior to delinquency and (b) no event has occurred and is continuing that with the passage of time or giving of notice, or both, would constitute such a breach or default.

7. As of the date thereof, to the Actual Knowledge of the Undersigned, the Preliminary Official Statement, solely with respect to information contained therein with respect to the Builder, its Relevant Entities, ownership of the Property, the Builder’s development plan, the Builder’s financing plan, the Builder’s lenders, if any, and contractual arrangements of the Builder or any Relevant Entity of the Builder (including, if material to the Builder’s development plan or the Builder’s financing plan, other loans of such Relevant Entities) as set forth under the captions entitled “MERCHANT BUILDER INFORMATION—D.R. Horton” and “CONTINUING DISCLOSURE—The Merchant Builders—D.R. Horton Continuing Disclosure Compliance” (excluding therefrom, in each case, information which is identified as having been provided by a 2 “Relevant Entities” means, with respect to the Builder, any other Person: (i) who directly, or indirectly through one or more intermediaries, is currently controlling, controlled by, or under common control with the Builder; and (ii) for whom information, including financial information or operating data, concerning such Person is material to potential investors in their evaluation of the Property and investment decision regarding the Bonds (i.e., information relevant to: (a) the Builder’s development plans with respect to the Property and ability to pay the Special Tax levied against the Property (to the extent the responsibility of the Builder) prior to delinquency; or (b) such Person’s assets or funds that would materially affect the Builder’s ability to develop the Property as described in the Preliminary Official Statement or to pay the Special Tax levied against the Property (to the extent the responsibility of the Builder) prior to delinquency). “Person” means an individual, a corporation, a partnership, a limited liability company, an association, a joint stock company, a trust, any unincorporated organization, or a government or political subdivision thereof. For purposes hereof, the term “control” (including the terms “controlling,” “controlled by” or “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

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source other than the Builder), is true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

12. To the Actual Knowledge of the Undersigned, the Builder is able to pay its bills as they become due and no legal proceedings are pending against the Builder (with proper service of process to the Builder having been accomplished) or, to the Actual Knowledge of the Undersigned, overtly threatened in writing in which the Builder may be adjudicated as bankrupt or discharged from any and all of its debts or obligations, or granted an extension of time to pay its debts or obligations, or be allowed to reorganize or readjust its debts, or be subject to control or supervision of the Federal Deposit Insurance Corporation.

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13. Based upon its current development plans, including, without limitation, its current budget, and subject to economic conditions and risks generally inherent in the development of real property, many of which are beyond the control of the Builder, and except as disclosed in the Preliminary Official Statement including in the sections entitled “MERCHANT BUILDER INFORMATION—D.R. Horton,” the Builder currently expects that it will have sufficient funds and/or sources of funds to develop the Property as described in the Preliminary Official Statement and to pay the Special Tax levied against the Property (to the extent the responsibility of the Builder) prior to delinquency. However, neither the Builder nor its Relevant Entities are obligated to make any additional capital contribution or loan to the Builder at any time, and the Builder reserves the right to change its development plan and financing plan for the Property at any time without notice, and there is no recourse against the Builder for failure to pay Special Taxes other than the filing of a foreclosure action against the delinquent Property.

In the event that a covered Claim is brought against any Indemnified Party, such Indemnified Party shall promptly notify the Builder in writing; provided that the failure to notify the Builder shall not relieve it from any liability that it may have hereunder except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Builder shall not relieve it from any liability that it may have to an Indemnified Party otherwise than under the above paragraph unless such liability was also conditioned upon such notice. If any proceeding shall be brought or asserted against an Indemnified Party upon a covered Claim, and it shall have notified the Builder thereof, the Builder shall retain counsel reasonably satisfactory to the Indemnified Party (who may be counsel to the Builder) to represent the Indemnified Party in such proceeding regarding the covered Claim and shall pay the fees and expenses of such counsel solely with respect to such proceeding, as incurred. Any Indemnified Party shall have the right to retain its own counsel in such proceeding, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Builder and the Indemnified Party shall have mutually agreed to the contrary; (ii) the Builder has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Party; (iii) the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Builder such that a material conflict of interest exists for such I-5
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counsel; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Builder and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interest between them. It is understood and agreed that the Builder shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Parties, and that all such fees and expenses, to the extent reasonable, shall be paid or reimbursed as they are incurred. Any such separate firm shall be designated in writing by such Indemnified Parties. The Builder shall not be liable for any settlement of any proceeding effected without its written consent. The Builder shall not, without the written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding upon a covered Claim in respect of which any Indemnified Party is a party, unless such settlement (x) includes an unconditional release of such Indemnified Party, in form and substance reasonably satisfactory to such Indemnified Party, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party.

16. On behalf of the Builder, the undersigned has reviewed the contents of this Certificate and has met with counsel to the Builder for the purpose of discussing the meaning of its contents.

D.R. HORTON CA2, INC.,
a California corporation
By: _____________________________
Name: ___________________________
Title: ____________________________
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EXHIBIT J

CITY OF ROSEVILLE
AMORUSO RANCH COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES) IMPROVEMENT AREA NO. 1

SPECIAL TAX BONDS
SERIES 2024
CLOSING CERTIFICATE OF D.R. HORTON CA2, INC.

Dated: _____, 2024
In connection with the issuance and sale of the above-captioned bonds (the “Bonds”), and pursuant to Section 4(d)(14) of the Bond Purchase Agreement (the “Bond Purchase Agreement”) to be executed by and between City of Roseville, California (the “City”), for and on behalf of the City of Roseville Amoruso Ranch Community Facilities District No. 1 (Public Facilities) (the “District”), and Piper Sandler & Co. (the “Underwriter”), D.R. Horton CA2, Inc., a California corporation (the “Builder”), hereby represents, warrants and covenants to the City, the District and the Underwriter as of the date hereof. Capitalized terms used herein that are not defined herein shall have the meanings ascribed to such terms in the Letter of Representations executed by the Builder and dated _____, 2024 (the “Letter of Representations”), delivered by the Builder. (1) The undersigned are duly authorized to execute this Closing Certificate (the “Closing Certificate”) on behalf of the Builder.
(2) The Builder is duly authorized to execute, deliver and perform its obligations under a Builder Continuing Disclosure Certificate.
(3) The Builder has duly executed and delivered the Builder Continuing Disclosure Certificate.
(4) Except as disclosed in the final Official Statement relating to the Bonds (the “Final Official Statement”), to the Actual Knowledge of the Undersigned, no event has occurred since the date of the Preliminary Official Statement which has materially and adversely affected or is reasonably expected to materially and adversely affect the business, properties, operations or financial condition of the Builder. (5) The representations and warranties made by the Builder in the Letter of Representations are true and correct in all material respects on and as of the date hereof, with the same effect as if made on the date hereof, except that all references to the Preliminary Official Statement in the Letter of Representations shall be deemed references to the Final Official Statement.
(6) For the period through 25 days after the “end of the underwriting period” as defined in the Bond Purchase Agreement to mean the Closing Date, if any event relating to or affecting the Builder, its Affiliates, ownership of the Property, the Builder’s development plan, the Builder’s financing plan, the Builder’s lenders, if any, and contractual arrangements of the Builder or any Affiliates of the Builder (including, if material to the Builder’s J-2
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development plan or the Builder’s financing plan, other loans of such Affiliates) shall occur as a result of which it is necessary, in the opinion of the Underwriter or counsel to the City, to amend or supplement the Official Statement in order to make the information under the sections of the Preliminary Official Statement indicated in Paragraph 7 of the Letter of Representations (and subject to the limitations and exclusions set forth in Paragraph 7 of the Letter of Representations) not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, the Builder shall reasonably cooperate with the City and the Underwriter in the preparation of an amendment or supplement to the Official Statement in form and substance reasonably satisfactory to the Underwriter and Disclosure Counsel which will amend or supplement the Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time the Official Statement is delivered to a purchaser, not misleading.

D.R. HORTON CA2, INC.,
a California corporation
By: _____________________________
Name: ___________________________
Title: ____________________________
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EXHIBIT K

CITY OF ROSEVILLE
AMORUSO RANCH COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES) IMPROVEMENT AREA NO. 1

SPECIAL TAX BONDS
SERIES 2024
CERTIFICATE OF AMORUSO P1A – ROSEVILLE, L.P.
_____, 2024
In connection with the issuance and sale of the above-captioned bonds (the “Bonds”), and pursuant to Section 4(d)(17) of the Bond Purchase Agreement (the “Bond Purchase Agreement”) to be executed by and between City of Roseville, California (the “City”), for and on behalf of the City of Roseville Amoruso Ranch Community Facilities District No. 1 (Public Facilities) (the “District”), and Piper Sandler & Co. (the “Underwriter”), Amoruso P1A – Roseville, L.P., a Delaware limited partnership (the “Landowner”), hereby represents, warrants and covenants to the City, the District and the Underwriter as of the date hereof that:

1. The Landowner is a limited partnership validly existing and in good standing under the laws of the State of Delaware and is registered to transact intrastate business in the State of California and has all requisite limited partnership right, power and authority: (i) to execute and deliver this Certificate of Amoruso P1A – Roseville, L.P. (the “Certificate”); and (ii) to undertake all of the transactions on its part described in the Preliminary Official Statement.

2. As set forth in the Preliminary Official Statement, certain property within Improvement Area No. 1 of the District is held in the name of the Landowner (herein the “Property”). The undersigned, on behalf of the Landowner, makes the representations herein with respect to all such Property owned by Landowner.

3. As of the date thereof, the Preliminary Official Statement, solely with respect to information contained therein with respect to the Landowner and ownership of the Property by Landowner as set forth under the caption “MERCHANT BUILDER INFORMATION—D.R.

Horton—Hearthstone Land Bank Information” is true and correct in all material respects and did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

4. The Landowner covenants that, while the Bonds or any refunding obligations related thereto are outstanding, the Landowner will not bring any action, suit, proceeding, inquiry or investigation at law or in equity, before any court, regulatory agency, public board or body, that in any way seeks to challenge or overturn the formation of the District, to challenge the adoption of Ordinance No. _____ of the City levying Special Taxes within the District, to invalidate the District or any of the Bonds or any refunding bonds related thereto, or to invalidate the special tax liens imposed under Section 3115.5 of the Streets and Highways Code based on recordation of the amended notice of special tax lien relating thereto. The foregoing covenant shall not prevent the Landowner in any way from bringing any other action, suit or proceeding including, without K-2
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limitation, (a) an action or suit contending that the Special Taxes have not been levied in accordance with the methodologies contained in the District’s Rate and Method of Apportionment of Special Taxes pursuant to which the Special Taxes are levied, or (b) an action or suit with respect to the application or use of the Special Taxes levied and collected.

5. Except as disclosed in the Preliminary Official Statement, the Landowner is not aware that any other public debt secured by a tax or assessment on the Property exists or is in the process of being authorized or any assessment districts or community facilities districts have been or are in the process of being formed that include any portion of the Property.

6. To the undersigned’s actual knowledge, the Landowner has not been delinquent to any material extent in the payment of any ad valorem property tax, special assessment or special tax on property owned by the Landowner within the boundaries of a community facilities district or an assessment district within California that (a) would have caused a draw on a reserve fund relating to such assessment district or community facilities district financing or (b) resulted in a foreclosure action being commenced against the Landowner.

The undersigned has executed this Certificate solely in his or her capacity as the manager of the authorized agent of the Landowner and he or she will have no personal liability arising from or relating to this Certificate.

AMORUSO P1A – ROSEVILLE, L.P.,
a Delaware limited partnership
By: _____________________________
Name: ___________________________
Title: ____________________________
1 FUNDING, CONSTRUCTION AND ACQUISITION AGREEMENT
AMORUSO RANCH COMMUNITY FACILITIES DISTRICT NO. 1
(Public Facilities)
This Funding, Construction and Acquisition Agreement (“Agreement”) is entered into as of the _____ day of ___________, 2024, by and between the CITY OF ROSEVILLE, a California charter city and municipal corporation (the “City”), and BROOKFIELD SACRAMENTO HOLDINGS LLC, a Delaware limited liability company (“Owner”).

Recitals
A. On June 21, 2023, the City Council of the City adopted Resolution No. 23-292 entitled “A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROSEVILLE TO FORM A

COMMUNITY FACILITIES DISTRICT, DESIGNATE AN IMPROVEMENT AREA THEREIN,

ESTABLISH A FUTURE ANNEXATION AREA, PROVIDE FOR ADDITIONAL FUTURE

IMPROVEMENT AREAS THEREIN, AND TO AUTHORIZE THE LEVY OF A SPECIAL TAX

THEREIN TO FINANCE PUBLIC FACILITIES AND PUBLIC SERVICES IN AND FOR SUCH COMMUNITY FACILITIES DISTRICT” (the “Resolution of Formation”) with respect to City of Roseville Amoruso Ranch Community Facilities District No. 1 (Public Facilities) (the “District”) pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, Chapter 2.5 of Part 1 of Division 2 of Title 5, commencing with Section 53311, of the California Government Code (the “Act”).

B. In forming the District, the City Council also designated (i) Improvement Area No. 1 of the City of Roseville Amoruso Ranch Community Facilities District No. 1 (Public Facilities) (“Improvement Area No. 1”) and (ii) the area identified as Future Annexation Area of City of Roseville Amoruso Ranch Community Facilities District No. 1 (Public Facilities) (the “Future Annexation Area”). Property located within the Future Annexation Area may be annexed by the submission of the owners of the property being annexed of a unanimous approval (“Unanimous Approval”) requesting annexation to Improvement Area No. 1 or a subsequently designated improvement area of the District (whether previously designated in connection with a prior submission of a Unanimous Approval or created for the annexation requested in the Unanimous Approval, a “Future Improvement Area”). As used herein, the term “Improvement Area” means, as applicable, Improvement Area No. 1 or any Future Improvement Area.

C. This Agreement applies to the District, including Improvement Area No. 1 and each Future Improvement Area.

D. Owner owns all the real property in Improvement Area No. 1 of the District and in the Future Annexation Area, which is shown on the map recorded in the Placer County Recorder’s Office on April 11, 2023 in Book 4 at Page 83, as Document No. 2023-0018570 of Maps of Assessment and Community Facilities Districts (the “Property”) and which consists of approximately 148.7 acres within Improvement Area No. 1 of the District and an additional 525.7 acres in the Future Annexation Area, all within the corporate limits of the City, and all in the 674.4- acre “Amoruso Ranch Specific Plan” (the “Specific Plan”) area. The Specific Plan sets forth a 2 comprehensive land use plan and establishes detailed regulations, conditions and programs for development of the Property.

E. In 2016, the City Council of the City adopted an Ordinance approving a Development Agreement by and among the City and Brookfield Sunset, LLC, a California limited liability company (“Brookfield Sunset”), and Jennifer M. Amoruso, Successor Trustee of the Amoruso Family Living Trust Dated March 14, 2005 (the “Trust”), pursuant to the provisions of Article 2.5 (commencing with Section 65864) of Chapter 4 of Division 1 of Title 7 of the California Government Code with respect to the permitted uses of the Property (the “Original Development Agreement”), as amended by the First Amendment of Development Agreement dated April 1, 2020, by and among the City, Brookfield Sunset, and the Trust (the “First Amendment”), and as further amended by the Second Amendment of Development Agreement dated May 11, 2022, by and among the City, the Owner, Brookfield Sunset, and the Trust (the “Second Amendment” and together with the Original Development Agreement and the First Amendment, the “Development Agreement”). Subsequent to the acquisition of all of the Property by the Owner, the Development Agreement was assigned in full by the Trust to the Owner, and the Trust is no longer a party to the Development Agreement or the owner of any part of the Property. The Specific Plan, Development Agreement, including conditions of approval, and other existing and subsequent approvals granted by City and agreements between the Owner and the City in implementation of the Project, as the same may be amended from time to time, including amendments thereto, are herein collectively referred to as the “Project Approvals.” F. Section 53313.5 of the California Government Code provides that a community facilities district may finance the purchase of public facilities, including those completed after the adoption of the resolution of formation establishing the community facilities district if the facilities have been constructed as if they had been constructed under the direction and supervision, or under the authority of, the local agency whose governing body is conducting proceedings for the establishment of the District.

G. As described in Exhibit A hereto and in the Resolution of Formation, Owner proposes to construct improvements in connection with development of the Property to be owned by the City (the “Public Facilities”) and to pay development impact fees associated with development of the Property (the “Authorized Fees”) as required by the Project Approvals, which Public Facilities and Authorized Fees are authorized to be financed by the District, Improvement Area No. 1 and, upon annexation to the District, each Future Improvement Area (the “Project”).

H. The Public Facilities and the Authorized Fees shall be financed by the following sources of funds (collectively, the “Funding Sources”): (i) the net proceeds of Bonds (as defined and described herein); (ii) special taxes to fund the Gap Shortfall (as defined herein); and (iii) (a) within any Improvement Area of the District, any prepayment of special taxes made prior to the issuance of Bonds in such Improvement Area under any rate and method of apportionment for an Improvement Area of the District (an “RMA”) net of administrative expenses associated with such prepayment and (b) within any Improvement Area of the District, any prepayment of special taxes made subsequent to the issuance of Bonds in such Improvement Area net of administrative expenses associated with such prepayment and net of the amount allocable to the prepayment of bonds associated with the prepayment.

I. The purpose of this Agreement is to agree upon and implement the terms of Section 3.17 of the Development Agreement regarding the use of Funding Sources to provide for the acquisition of Public Facilities and the financing of the Authorized Fees. 3 AGREEMENTS
NOW, THEREFORE, in consideration of the preceding recitals and the mutual covenants hereinafter contained, the parties agree as follows:

1. Establishment of District. The City has conducted proceedings pursuant to the Act for the establishment of the District, the designation of Improvement Area No. 1, and the designation of the Future Annexation Area. Such proceedings included but are not limited to, elections pursuant to Sections 53326 and 53327 of the California Government Code on (i) the issuance of bonds for the District (including all Improvement Areas thereof) to finance the construction or acquisition of the aforementioned Public Facilities and the Authorized Fees, (ii) the annual levy of special taxes on all taxable property within Improvement Area No. 1 of the District to finance the Public Facilities and Authorized Fees according to the RMA for Improvement Area No. 1, including payment of debt service on bonds issued on behalf of Improvement Area No. 1 of the District, and for annual administrative expenses of the City and the District in levying and collecting such special taxes, paying the principal and interest on such bonds and providing for the registration, exchange and transfer of such bonds, costs of issuance, including the fees of fiscal agents and paying agents, and any necessary replenishment for the reserve fund for such bonds, accumulation of funds for future bond payments, and (iii) the establishment of an appropriations limit for the District. Owner shall cooperate with City in its conduct of the proceedings for the administration of the District.

Pursuant to Resolution No. 23-181 adopted on May 17, 2023 by the City Council, the City authorized the issuance of bonds in the maximum aggregate principal amount of $594,000,000, initially allocated as follows: (i) for Improvement Area No. 1, the amount of $124,000,000; and (ii) for the Future Annexation Area, the amount of $470,000,000. Bonds for the District are expected to be issued in Improvement Area No. 1 and in each Future Improvement Area in multiple series with a portion of the authorization to be associated with this Agreement, pursuant to and as contemplated under the Development Agreement:
(i) first, being an initial one or more series of bonds in each Improvement Area of the District to finance the Public Facilities and Authorized Fees other than the “Development Impact Fee Deferral” (as defined in the RMA); and (ii) second, being one or more series of bonds in each Improvement Area of the District to finance the Development Impact Fee Deferral.

Bonds issued to finance Public Facilities and Authorized Fees other than the Development Impact Fee Deferral are bonds issued during the “Initial Bonding Period” (as defined in the RMA). Bonds issued to finance the Development Impact Fee Deferral are bonds issued during the “Deferral Bonding Period” (as defined in the RMA). Multiple series of bonds are currently contemplated to be issued in each Improvement Area during the Initial Bonding Period; this Agreement is applicable to proceeds from bonds issued in Improvement Area No. 1 and in each Future Improvement Area, excluding bonds issued solely for the purpose of refunding, only during the Initial Bonding Period and such bonds issued in Improvement Area No. 1 and in each Future Improvement Area for such purpose are herein referred to as the “Bonds.” The issuance and sale of Bonds, the aggregate principal amount thereof, and the timing, terms and conditions upon 4 which Bonds shall be sold shall be reasonably determined by the City in consultation with the Owner and as provided herein.1

2. Sale of Bonds. The City shall proceed, as hereinafter provided, with the sale of Bonds for the District (and each Improvement Area thereof) in an aggregate amount to be determined by the City for the primary purpose of generating money to pay for Public Facilities and Authorized Fees described in the Resolution of Formation and as shown on Exhibit A hereto.

In determining the principal amount of each series of Bonds within Improvement Area No. 1 and each Future Improvement Area the following shall apply:
(i) the aggregate principal amount of Bonds shall not exceed an aggregate amount, as determined by the City, which results in a remaining amount of bond authorization for the District after issuance of all series of Bonds, determined by the City in its sole discretion to be sufficient to issue Deferral Bonds during the Deferral Bonding Period to finance the Development Impact Fee Deferral; and
(ii) each series of Bonds shall have a maturity date that is not later than thirty (30) years prior to the termination of the special tax. For example, in Improvement Area No. 1, the special tax terminates in Fiscal Year 2088-89, which means that Bonds in Improvement Area No. 1 must mature no later than Fiscal Year 2058-59.

3. Tax Requirements. If tax-exempt Bonds are issued, the City shall take all actions which, in the opinion of City’s bond counsel, are necessary to conform to certain requirements of the Internal Revenue Code and regulations thereto in order to avoid classification of the Bonds as “arbitrage bonds” or the loss of tax exemption for the Bonds for any other reason. Nothing in this Agreement shall prevent the issuance of taxable bonds in the District.

4. Amounts to be Included in Payments. The aggregate principal amount of the Bonds to be issued from time to time shall be determined by the City in consultation with the Owner. The amount of proceeds of Bonds and the other Funding Sources shall be used to reimburse Owner in accordance with this Agreement for the actual costs and expenses incurred by the Owner related to the design and construction of the Public Facilities, or to finance Authorized Fees. The proceeds of Bonds may also be used to pay the Owner’s costs related to establishment of the District, provided that the City shall determine the amount to be so reimbursed on the basis of detailed itemizations of costs provided by Owner and the decision of the City shall be final. In no event shall Owner be reimbursed from Funding Sources for (i) inhouse administrative overhead (except that Owner shall be entitled to payment equal to four percent (4%) of actual construction costs as and for project and construction management services), (ii) interest expense incurred by Owner on moneys advanced during the proceedings for formation of the District and issuance of Bonds, and (iii) any other costs and expenses incurred by Owner which are not authorized by the Act.
1 Pursuant to the terms of the Development Agreement, bonds (the “Deferral Bonds”) are contemplated to be issued for the purpose of financing the Development Impact Fee Deferral during the Deferral Bonding Period, all as described in Section 3.17 of the Development Agreement and the RMA, which Deferral Bonds may be issued at the sole discretion of the City and will not generate proceeds to be used to reimburse Owner for costs of Public Facilities or Authorized Fees as contemplated by this Agreement.
5 The aggregate principal amount of the Bonds issued from time to time shall also include an amount needed to fund a reserve fund for the payment of principal of and interest on the Bonds as is determined by the City to be necessary and appropriate, capitalized interest on the Bonds, if requested by the Owner but for such period as the City shall determine is appropriate, the amount of the discount of the underwriter who purchases the Bonds, and other expenses incurred by the City in connection with the issuance and sale of the Bonds, including bond counsel fees, legal fees, fees of the bank which will act as transfer agent, registrar and paying or fiscal agent for the Bonds, other fees and costs normally incidental to the sale of Bonds, and such other fees and costs enumerated in Section 53345.3 of the California Government Code as the City determines are necessary and appropriate.

Bonds shall not be issued in an aggregate amount which would preclude 30-year bond financing through issuance of the Deferral Bonds as set forth in Section 2(ii) herein. Deferral Bonds, if issued, shall be issued at the discretion of the City and no proceeds thereof shall be used for reimbursement to the Owner in accordance with this Agreement.

5. Design; Reimbursements. Public Facilities to be acquired by the City shall be designed in conformance with all applicable City standards, requirements and the Development Agreement. Upon completion of the design of each such Public Facility to the satisfaction of the City and when Owner has paid to the City all applicable plan checking and other fees, the City shall notify Owner that the design of the Public Facility is completed and acceptable to the City.

It shall be the responsibility of Owner, not the City, to determine the requirements for design and construction of Public Facilities to be acquired by or dedicated to other public agencies, and City’s acceptance of Owner’s design shall not relieve Owner of this responsibility.

Owner shall be reimbursed out of Funding Sources for Owner’s expenses incurred in designing the Public Facilities, including all applicable plan checking and other fees paid by Owner as provided above in this Section, subject to the City’s determination of the amount to be so reimbursed pursuant to the terms hereof, and subject to the limitation that reimbursement in all cases is to be made from available Funding Sources of the District and from no other source.

Pursuant to Section 3.5.2 of the Development Agreement, reimbursement for the cost of construction of all arterial roadways and underground facilities below such roadways, including design and plan check services, shall be made via progress payments, based on invoices for actual work constructed, for stages of the arterial roadway improvements as described in Section

3.5.2 of the Development Agreement that have been signed off by City inspectors, and, for all other Public Facilities, in one or more lump sum payments only after City has received and approved all invoices for such services associated with any particular Public Facility.

Notwithstanding the preceding provisions of this Section, if the City determines that Owner is not proceeding with the design of the Public Facilities on a reasonable schedule which will enable the City to ensure that construction of all of the Public Facilities can be completed within the times specified in Section 6(k) hereof, the City may, after providing the Owner with thirty (30) days’ notice and an opportunity to cure, take over the design of the Public Facilities by giving Owner written notice thereof. Upon receipt of such a notice, Owner shall surrender to the City all plans and specifications which have then been completed or which are in progress.

If the City takes over the design of the Public Facilities as provided above, the City shall reimburse Owner from the proceeds of the sale of the Bonds a reasonable amount, as determined by the City, for the expenses incurred by Owner in connection with the design of the Public Facilities to the extent such expenses have not previously been reimbursed. The City’s 6 obligation to reimburse is only from and to the extent of funds remaining, after payment for the Public Facilities, to do so.

6. Construction for Acquisition.
(a) This Agreement governs only the acquisition of the Public Facilities by the City.

Nothing in this Agreement shall prohibit the financing of authorized public improvements (including utilities) owned by an entity other than the City or the acquisition of any facilities or fees of another local agency (which shall be governed by a joint community facilities agreement). Owner shall proceed with the construction of the Public Facilities in accordance with the approved plans and specifications (either prior to or following the formation and confirmation of the authority of the District).
(b) Except as otherwise provided, for construction of Public Facilities under this Section, the Owner shall comply with all of the following requirements to ensure that the Public Facilities will be constructed as if they had been constructed under the direction and supervision, or under the authority of the City:
(c) The plans and specifications shall be approved by the City Engineer for conformance with City codes and policy. This subsection does not apply to the Exhibit B Contracts.
(d) Owner shall receive and open bids, and report the results to the City Engineer.

Any value engineering proposals shall be submitted to the City Engineer for approval. The City Engineer may, after consulting with Owner, require changes to the work. Owner shall promptly order such changes. The City Engineer shall be consulted with respect to any proposed change to the originally-approved design.

The contract or contracts for the construction of the Public Facilities shall be awarded to the responsible bidder(s) submitting the lowest responsible bid(s) for the construction of the Public Facilities, as determined by the Owner. This subsection does not apply to the Exhibit B Contracts.
(e) Owner is required, and the specifications and bid and contract documents shall require all contractors and subcontractors, to pay prevailing wages and to otherwise comply with applicable provisions of the California Labor Code. (f) The Owner or its affiliated general contractor shall provide proof of insurance coverage throughout the term of the construction of the Public Facilities which will be constructed in conformance with the City’s standard procedures and requirements.
(g) No contractor or subcontractor may be listed on a bid proposal for the Public Facilities unless registered with the Department of Industrial Relations pursuant to Labor Code Section 1725.5. No contractor or subcontractor may work on the Public Facilities unless registered with the Department of Industrial Relations pursuant to Labor Code Section 1725.5. Owner shall be responsible for ensuring that these contractor registration requirements are adhered to since construction of the Public Facilities is subject to compliance monitoring and enforcement by the Department of Industrial Relations.
7 (h) Owner shall notify the Department of Industrial Relations within five (5) days of the award of a contract to a contractor for the Public Facilities. (i) Owner shall comply with all federal, state and local laws, ordinances and policies as may be applicable to the construction of the Public Facilities. (j) Notwithstanding anything herein to the contrary, prior to the execution of this Agreement, the Owner has solicited bids, awarded contracts, and began construction of the Public Facilities listed in Exhibit B attached hereto (the “Exhibit B Contracts”). The Owner certifies and shall be solely responsible therefor, that (i) the Owner solicited at least three bids for the Exhibit B Contracts, (ii) the contract price is the lowest responsible bid to construct the Public Facilities in accordance with the Owner’s development schedule (it being understood that the contract price does not have to be the lowest price to be competitive), (iii) the bid was received in an arms-length transaction with the Owner, (iv) the Owner has satisfied subparagraphs (g) and (h) with respect to the winning bidders, and (v) the bidders have no proprietary interest in the overall Project. In addition, Exhibit B also lists all change orders that have already been approved by the Owner for the construction of Public Facilities.
(k) Owner shall cause the Public Facilities to be constructed in an expeditious manner so that construction of all such Public Facilities shall be completed by such date as may be required by the Development Agreement or upon which the City and Owner may agree; provided, however, that the construction of the Public Facilities to be financed by a specific series of Bonds shall proceed and be completed so that the proceeds of such series of Bonds are expended for the construction or acquisition of the Public Facilities within three (3) years from the date of their issuance.

7. Payment of Actual Costs; Expectation of the Parties; Cost Overruns. (a) The City and Owner agree that it is in their mutual best interest for Owner to construct the Public Facilities from Owner contributions in accordance with the Development Agreement with the understanding that the Public Facilities shall be dedicated to the City and the City shall reimburse the actual cost of the Public Facilities constructed by Owner to the extent of available Funding Sources, and as otherwise determined by City. The Owner understands and agrees that the Owner is required to construct the Public Facilities in accordance with the Project Approvals whether or not there are sufficient Funding Sources from which to pay the Owner for such Public Facilities, and the City shall have no liability to Owner for payment of any shortfall between the Owner’s cost of Public Facilities and the Funding Sources available from time to time.
(b) The City understands and agrees that (i) Owner may be constructing Public Facilities prior to the availability of Funding Sources that will be used to pay for such Public Facilities, (ii) the City may be inspecting such Public Facilities and processing and completing payment requests for the payment on such Public Facilities with knowledge that there may be insufficient Funding Sources available at such time, (iii) the Public Facilities may be conveyed to and accepted by the City when there are insufficient Funding Sources to pay the purchase prices of such Public Facilities, and (iv) in any such case, the payment of any approved payment 8 requests for the acquisition prices of such Public Facilities will be deferred until there are sufficient Funding Sources available to pay the acquisition prices of such Public Facilities, at which time the City will make such payments in accordance with this Agreement. At all times, Owner will be constructing such Public Facilities with the expectation that such Public Facilities will be paid from the Funding Sources, subject to the limitations set forth in this Agreement. The conveyance of Public Facilities to the City prior to receipt of payment for such Public Facilities shall not be construed as a dedication or gift, or a waiver of the payment for such Public Facilities. The actual costs of the Public Facilities may be paid to Owner in any number of installments as Funding Sources become available. To the extent that Funding Sources are ultimately unavailable to pay for such Public Facilities, the Owner shall have no claim against the City or the District for any shortfall in the payment.

(c) Owner shall be entitled to the actual costs it incurs in constructing the Public Facilities, including any cost overruns.

8. Inspection and Approval of Construction. The City shall provide such level of inspection of the progress of construction of the Public Facilities to be constructed by Owner for acquisition by the City as it deems necessary, and its inspectors shall have access to the construction sites at all times for the purpose of conducting their inspection. Owner and its contractors shall cooperate in every way with the City and its inspectors to ensure that they are afforded an adequate opportunity to inspect each and every phase of the progress of construction of each and every such Public Facility. Upon completion of the construction of a Public Facility (either in its entirety, or a portion thereof), constructed by Owner, and upon receipt of written notification from City’s inspectors that construction thereof has been completed in accordance with the plans and specifications thereof and the City’s standard requirements, and upon receipt of satisfactory proof, based on the records of Owner and the City and such certifications as the City may require, that the requirements of Section 6 hereof have been satisfied, the City shall notify Owner in writing that the construction of the Public Facility, or portion thereof has been satisfactorily completed; provided, however, that Owner, not the City, shall be responsible for determining satisfaction of requirements of other public agencies with respect to the Public Facilities. Upon receiving such notification of a completed Public Facility, the City Clerk staff shall file with the County Recorder of the County of Placer a Notice of Completion pursuant to the provision of Section 9204 of the California Civil Code, and supply to Owner a duplicate copy of each such Notice of Completion showing thereon the date of filing with the County Records. The costs incurred by the City in inspecting and approving the construction of the bond financed Public Facilities may be paid or reimbursed from the Funding Sources.

9. Liens. Upon the expiration of the time for the recording of claims of liens as prescribed by Section 8412 and 8414 of the California Civil Code, Owner shall provide to the City such evidence or proof as the City shall require that all persons, firms and corporations supplying work, labor, materials, supplies and equipment to the construction of the Public Facilities (or approved portion thereof) constructed by Owner for acquisition by the City have been paid, and that no claims of liens have been recorded by or on behalf of any such person, firm or corporation.

10. Acquisition; Maintenance. Upon completion of the construction of each Public Facility or portion thereof constructed by Owner for acquisition by the City, the City shall 9 determine the acquisition price to be paid by the City for the acquisition of the completed Public Facility or portion thereof from Owner. The acquisition price as to each Public Facility or portion thereof shall include the actual cost of construction thereof as determined by the contract prices as set forth in contracts and purchase orders entered into by Owner with its contractors, and suppliers. Owner shall furnish to the City such proof of the amounts which Owner contends should be included in the acquisition price for a completed Public Facility or portion thereof as the City shall require, together with lien releases from all contractors and suppliers providing work and materials for the completed Public Facility or portion thereof in form satisfactory to the City. The City shall have ten (10) days to determine the acquisition price. The determination of the City as to the acquisition price for a completed Public Facility or portion thereof shall be final.

Upon determining the acquisition price for a completed Public Facility or portion thereof, the City shall promptly notify Owner in writing of such acquisition price. Upon presentation by Owner to the City of such documents, including lien releases, as the City shall require as to the completed Public Facility or portion thereof, the City shall, within ten (10) days thereafter, pay from Funding Sources, if any, the amount of the acquisition price for the completed Public Facility or portion thereof but in the case of a completed Public Facility less a retention of 150% of the value of “Punch List” work not completed. The City shall hold the retention amount on all Public Facilities acquired until the Punch List work is completed and accepted by the City, at which time the retention amount, upon the Owner’s direction, be (1) promptly paid to Owner, (2) promptly released to the appropriate contractor designated by the Owner, or (3) retained by the City in lieu of the Owner obtaining a maintenance bond during the warranty period described below.

The administrative procedure to implement the foregoing is as follows, and may be subject to revision by City upon notice to Owner. Owner shall notify the City Engineer that a Public Facility, or particular stage of the Public Facility, as provided in Section 3.5.2 of the Development Agreement, is complete and shall furnish proof of the amounts to be included in the acquisition price, together with lien releases. Development Services staff shall then inspect the Public Facility to confirm completion. Development Services staff shall then notify City’s Finance Department regarding completion and shall request payment to Owner. Within ten (10) days thereafter, and provided that the improvement has been conveyed to City or irrevocably offered for dedication, or, in the case of Public Facilities for which progress payments are provided for in the Development Agreement, invoices for actual work constructed have been presented by Owner to the City and the particular Public Facilities have been signed off by City inspectors, City shall issue payment to Owner in the requested amount, further provided and to the extent that funds are available, except that Owner shall choose one of the following options prior to release of the final five percent (5%): (1) City shall retain five percent (5%) of the total invoiced amounts until expiration of a warranty period of one year from the date of completion for the subject Public Facility; or (2) Owner shall obtain a maintenance bond until expiration of the one-year warranty period for the subject Public Facility. Upon expiration of the one-year warranty period, the five percent (5%) retention shall be disbursed to Owner or the maintenance bond shall be released, less any amounts utilized by the City for warranty work. Notwithstanding the preceding provisions of this Section, the City will not pay for the acquisition of any Public Facilities or portion thereof unless and until the street, drainage or other utility rights of way where they are located have been irrevocably offered to the City for dedication, except in the case of Public Facilities for which progress payments are to be paid by City as provided for in Section 3.5.2 of the Development Agreement, based on invoices for actual work constructed that have been signed off by City inspectors.

Notwithstanding anything to the contrary herein, the City will not disburse any proceeds of Bonds or excess Special Taxes to Owner for the acquisition of any Authorized Facilities or portion thereof, or disburse any funds to reimburse Owner for costs of Authorized Facilities or Impact 10 Fees during a time when Owner is in default in the payment of Special Taxes levied against a parcel in the District owned by Owner. If any disbursements are withheld because of such default, the withheld disbursements shall be released pursuant to this Agreement upon the payment by Owner of all such defaulted amounts and any associated penalties and interest.

Until a Public Facility is acquired by the City, Owner shall maintain it, and shall transfer it to the City free of any liens and in good operating condition. Upon the acquisition of a Public Facility by the City, the City shall, except as otherwise provided in the Project Approvals, become responsible for its maintenance, subject to any contractor’s warranty or maintenance provisions of bonds required under the Final Map or other City approval, or under any other agreement.

11. Indemnification; Insurance. Owner shall defend, indemnify and hold harmless the City, the District, and their officers, agents and employees (herein, the “Indemnified Parties”) from any and all liability, cost and expense in connection with the construction of the Public Facilities (including, but not limited to, arising out of or in connection with the contracts, contracting, and reporting for the Exhibit B Facilities) to be constructed by Owner for acquisition by the City, including, but not limited to, liability, costs, expenses and claims arising, under the procedures set forth in Section 6 of this Agreement. Owner shall also defend, indemnify and hold harmless the City, the District, and their officers, agents and employees from any and all liability, cost and expense in connection with the ownership of the Public Facilities (including, but not limited to, arising out of or in connection with the contracts, contracting, and reporting for the Exhibit B Facilities) to be constructed by Owner for acquisition by the City prior to the time the City accepts the Public Facilities, whether or not such Public Facilities are to be acquired with bond proceeds; provided that the Owner shall not be responsible for liability arising from the negligence or willful misconduct of the Indemnified Parties. Owner shall procure and provide or cause contractor to procure and provide, until construction of all of the Public Facilities to be constructed by Owner is completed and acceptance thereof by the City has occurred, a commercial general liability insurance, in a form acceptable to the City, naming the City, the District and their officers, agents and employees as additional insureds, having a single aggregate liability limit as to all coverages provided thereby in the amount of Two Million Dollars ($2,000,000). Before commencing the construction of any Public Facility, Owner shall provide or cause contractor to provide the City with a certification of insurance and endorsement as to such insurance in a form acceptable to the City, and Owner shall upon each renewal of such insurance policy provide the City with a new certificate of insurance with respect thereto.

Owner shall also furnish or cause contractor to furnish to the City, prior to commencing the construction of any Public Facility to be constructed by Owner for acquisition by the City, a certificate of insurance evidencing that Owner has procured and has in force a current policy of workers’ compensation insurance in compliance with California law as to all workers to be employed by Owner in connection with the design and construction of the Public Facilities.

Owner shall require each person, firm or corporation with whom it contracts in connection with the design and construction of the Public Facilities to provide and maintain such workers’ compensation insurance and a commercial general liability insurance in the amount hereinabove specified and in a form acceptable to the City. Owner shall provide to the City proof, in such form and at such intervals as set forth below, that each contractor with whom it contracts has procured and is maintaining such insurance.

Upon the execution of each contract with each person, firm or corporation with whom Owner contracts in connection with the design and construction of the Public Facilities and prior to permitting any such person, firm or corporation to commence work under such contract, Owner shall provide or cause contractor to provide to the City a certificate from the insurance providers 11 that the insurance policies required of it under this Section 11 are in force, that the City is named as an additional insured on the commercial general liability insurance, and that the policies will not be canceled or allowed to lapse without 30 days written notice to the City.

The premiums paid by Owner for the insurance required by this Section may be included in the acquisition price to be paid by the City for the Public Facilities to be constructed by Owner as an incidental cost.

12. Ownership of Facilities. Notwithstanding that some of the Public Facilities to be constructed by Owner for acquisition by the City may be constructed in dedicated street rightsof-way or on property which has been or will be dedicated or offered for dedication to the City, District or Public Utility, such Public Facilities or any portion thereof shall be and remain the property of Owner, and Owner shall be responsible for any loss or damage thereto or liability arising therefrom, until they are acquired by the City or other agencies as provided in the preceding Sections of this Agreement. Such ownership by Owner shall likewise not be affected by any agreement which Owner may enter into with the City pursuant to the provisions of the Subdivision Map Act, Section 66410 et seq. of the California Government Code, which may contain or include provisions with respect to the construction and ownership of public facilities which may seem to be contradictory to the provision of this Agreement, and the provisions of this Section shall control.

13. Improvement Security. Notwithstanding any other provisions of this Agreement, Owner shall be required to agree to construct and to secure or cause contractor to secure the construction and completion of construction of the Public Facilities, or portions thereof, as a condition precedent to the approval of subdivision or parcel maps for portions of the Property as required by the City pursuant to Section 66462 and Sections 66499 through 66499.10 of the Government Code.

The aggregate principal amount of the improvement bonds or other security provided by Owner or contractor pursuant to this Section shall be reduced by such amount as the City shall determine is appropriate upon receipt of the proceeds from the sale of the Bonds. The amount of the reduction of such aggregate principal amount shall be determined by the City based on the amount of each such improvement bond or other security which relates to the Public Facilities to be constructed or acquired with the proceeds of the sale of the Bonds. The foregoing provisions notwithstanding, upon the issuance and proceeds from the sale of the Bonds, Owner shall not be required to post any other security for roadway Capital Improvement Program improvements as provided in Section 3.5.4.2 of the Development Agreement.

All subdivision and performance bonds shall provide, among other things, that the principal thereof whether that be Owner or its contractor(s), guarantees that the completed Public Facilities shall be free from defects resulting from faulty workmanship and materials for a period of one year from the date of acceptance by the City, and the obligation of the surety shall extend to the fulfilling of that guarantee. At the end of said one year period and subject to certification of the City Engineer that any defects have been corrected, the obligation of the principal and surety named therein shall cease.

14. Failure to Complete Construction. Notwithstanding the preceding provisions, of this Agreement, if Owner fails to expeditiously prosecute the construction of the Public Facilities to be constructed by Owner for acquisition by the City in accordance with the timing required by the Project Approvals or this Agreement, the City shall have the right and may elect to take over the construction of such Public Facilities, or any part thereof, if City determines it is necessary for 12 City to so proceed in order to protect the City’s interests. If the City elects to so proceed, it shall notify Owner in writing that if Owner does not satisfy the City that construction is proceeding expeditiously on the construction of a Public Facility within thirty (30) days after receipt of such notice, the City will take over the construction of such Public Facilities. If after receiving such a written notification Owner does not satisfy the City that it is proceeding expeditiously to construct that portion of the Public Facilities identified in the written notification to the satisfaction of the City, within thirty (30) days from the date of receipt thereof, Owner shall relinquish to the City all design documents, and shall cooperate with the City in every way to ensure that the construction of the Public Facilities will be completed expeditiously.

Notwithstanding the provisions of this Section, the only sources of funds to be utilized by the City for the construction of any such Public Facilities shall be (i) the proceeds of the sale of the Bonds and, at City’s discretion, (ii) the proceeds of applicable City development fees collected pursuant to the applicable codes, ordinances and policies of the City, including development fees paid through levies of the special taxes of the District, (iii) proceeds from the sale of the bonds of another community facilities district or assessment district established over and including property in the City, (iv) interest earnings on the reserve fund for the Bonds, to the extent such earnings are determined by the City to be available for construction of the Public Facilities, (v) the Owner’s subdivision bond or bonds to the extent applicable, (vi) any other performance security that may have been provided by the Owner, and (vii) the Owner’s and/or contractors’ performance bonds.

To the extent that the proceeds of the sale of the Bonds and such other funds may be insufficient to pay for the construction of a Public Facility which will be constructed by the City pursuant to this Section, the City may either construct only those Public Facilities which can be constructed within the total of the amounts of the proceeds from the sale of the Bonds and such other funds which are available therefor, or the City may proceed to complete the Public Facilities and charge the Owner, the Owner’s bond or any contractor’s bond for the costs thereof.

15. Owner Responsibility for Satisfaction of Improvements required by Conditions of Approval.

If the anticipated proceeds of Bonds are not sufficient to pay the full amount of the acquisition price of Public Facilities, Authorized Fees, or any other authorized facilities and fees (the “Gap Shortfall”), City covenants to levy the District special tax at the maximum rate permitted against each Developed Parcel within the District for thirty (30) years, commencing with the year in which there first is a levy of special taxes on such parcel as a Developed Parcel, and thereafter to pay to Owner from excess Special Tax revenues generated from such Developed Parcel on an annual basis payments toward the acquisition prices of Public Facilities, Authorized Fees, and any other authorized facilities and fees until the earlier of (i) with respect to each Developed Property, thirty (30) years from the date of the first levy of Special Tax on such Developed Property, or (ii) the year the Gap Shortfall plus accrued interest is paid in full, provided however in the event refunding bonds are issued, the determination of the amount of excess special taxes shall be computed based on the debt service for the originally issued Bonds. Accrued interest shall be calculated from the first day of the next succeeding month following the date of each payment by Owner for costs related to the Public Facilities for which payment otherwise would have been made from Bond proceeds in the absence of such Gap Shortfall, provided the parties agree that Bond proceeds shall first be exhausted prior to payment to Owner for any interest. Upon the first payment by Owner for costs related to Public Facilities (after exhaustion of available Bond proceeds) the rate of interest to be paid for purposes of all deferred payments described above shall be fixed as of the date of such first payment by Owner, based on the May rate established by the Engineering New Record Construction Cost Index for the United States Twenty (20) City Average, averaged with the Construction Cost Index for San Francisco. 13 16. Construction of Other Facilities. Owner shall also proceed expeditiously with the design and construction of the other improvements and facilities, other than the Public Facilities, which are necessary to the development of the Property and the provision of municipal services within the District and to the residents therein. Such other public improvements and facilities shall be designed and constructed on a schedule which will not delay or interfere in any way with the design and construction of the Public Facilities. The provisions of this Section shall not supersede those of any other agreement between Owner and the City.

17. Development Schedule. Owner shaIl also proceed with the construction of the Public Facilities with all commercially reasonable diligence to ensure that such development is completed in accordance with the Project Approvals.

18. District Financing of Authorized Fees. Authorized Fees may be financed from the Funding Sources. Authorized Fees paid by the Owner to the City or other applicable agency, including Authorized Fees paid prior to the availability of the Funding Sources, shall be eligible to be reimbursed to the Owner from the Funding Sources (as and when available), subject to any applicable tax-exempt bonding requirements if tax-exempt bonds are issued. Any Authorized Fees paid by the Owner shall be made with the understanding that such Authorized Fees will be financed (subject to any applicable tax-exempt bonding requirements if tax-exempt bonds are issued) from the Funding Sources if, and when, such Funding Sources become available. The payment of Authorized Fees prior to the availability of the Funding Sources shall not be construed as a dedication or gift of the Authorized Fees, or a waiver of the payment for such Authorized Fees pursuant to this Agreement, it being the intention that the Authorized Fees be paid by the Funding Sources to the extent of the Funding Sources and satisfaction of other conditions set forth in this Agreement. The financing of Authorized Fees hereunder may be paid in any number of installments as Funding Sources become available.

19. Binding on Community Facilities District. The District shall automatically become a party to this Agreement to the extent permitted by California law, and all provisions hereof which apply to the City shall also apply to the District. The City Council of the City, acting for the District, shall perform all parts of this Agreement which require performance on the part of the District.

20. Assignment. Owner may not assign this Agreement or any right or duty hereunder to a non-affiliated assignee without the express written approval of the City. The City may condition any such approval on proof of the financial responsibility and experience of a proposed assignee to undertake and perform the duties and responsibilities of Owner under this Agreement.

The City’s approval of an assignment of this Agreement and the rights and duties of Owner hereunder shall not be unreasonably withheld. Notwithstanding the foregoing, the Owner may, by written direction to the City, designate an assignee to receive disbursement of moneys otherwise due to the Owner hereunder.

21. Prompt Action. All consents, approvals and determinations required of either the City or Owner pursuant to this Agreement shall be promptly given or made, and shall not be unreasonably withheld.

22. General. This Agreement contains the entire agreement between the parties with respect to the matters herein provided for, and may be amended by a subsequent written agreement signed on behalf of both parties. This Agreement is for the exclusive benefit of Owner, the City, and the District and shall not be construed to confer any rights or benefits upon any persons other than the City, the District, and the Owner. This Agreement shall, however, inure to the benefit of and be binding upon the successors and assigns of the parties. This Agreement 14 shall be construed and governed by the Constitution and laws of the State of California. Should either party to this Agreement commence a court action or proceeding against another party with respect to this Agreement or the design and acquisition or construction of the Public Facilities, the Party prevailing in such action or proceeding shall be entitled to receive from the losing party its attorney’s fees, expert witness fees, court costs, and other costs incurred by it in prosecuting or defending such action or proceeding. The captions of the sections of this Agreement are provided for convenience temporarily, and shall not have any bearing on the interpretation of any section hereof. This Agreement may be executed in several counterparts, each of which shall be an original of the same Agreement.

23. Notices. Any notice or demand which by any provision of this Agreement is required or permitted may be given by any typical means, including by electronic means, as follows:

City of Roseville
311 Vernon Street
Roseville, California 95678
Attention: Chief Financial Officer
[email protected] & [email protected]
Brookfield Properties
12657 Alcosta Blvd, Suite 250
San Ramon, CA 94583
Attention: Vice President of Land and Planning
[email protected]
[SIGNATURES ON NEXT PAGE]
15 IN WITNESS WHEREOF, the City of Roseville, a municipal corporation, has authorized the execution of this Agreement by its City Manager and attested to by its City Clerk under the authority of Resolution No. 24-________________, 2024, and OWNER has caused this Agreement to be executed.

CITY OF ROSEVILLE,
a municipal corporation
By:

DOMINICK CASEY
City Manager

BROOKFIELD SACRAMENTO HOLDINGS LLC,
a Delaware limited liability company
By: _________________________
Name: ______________________
Title: _______________________
By:

CARMEN AVALOS
City Clerk
APPROVED AS TO FORM:

By:

MICHELLE SHEIDENBERGER
City Attorney
APPROVED AS TO SUBSTANCE:

By:

DENNIS KAUFFMAN
Assistant City Manager/Chief Financial Officer
A-1

EXHIBIT A
Transportation Improvements
Public roadway improvements designed to meet the needs of the project, including those improvements identified in the project Development Agreement (DA), including but not limited to; • Westbrook Boulevard
• West Sunset Boulevard
Eligible roadway improvements include the following items: acquisition of land and easements; roadway design; project management; geotechnical engineering, testing and observations; bridge crossings and culverts; clearing, grubbing, and demolition; grading, intract subdivision roadway improvements, soil import/export, paving (including slurry seal), and decorative/enhanced pavement concrete or pavers; power pole relocations; joint trenches, underground utilities, and undergrounding of existing utilities; dry utilities and appurtenances; curbs, gutters, sidewalks, bike trails (including on- and off-site), park and ride facilities, bus rapid transit improvements, including transfer stations and regional public transit improvements; retaining walls, sound walls, enhanced fencing, and access ramps; street lights, signalization, and traffic signal control systems; bus turnouts; signs and striping; erosion control; median and parkway landscaping and irrigation; entry monumentation; bus shelters; masonry walls; traffic control and agency fees; and other improvements related thereto. Eligible improvements for the roads listed above also include any and all necessary underground potable and non-potable water, sanitary sewer, dry utilities, and storm drainage system improvements.

Potable and Non-Potable Water System Improvements
Authorized facilities include any and all on- and off-site backbone water facilities designed to meet the needs of development of the project. These facilities include potable and non-potable mains, valves, services, and appurtenances; wells; and water treatment and storage facilities, and related improvements, including but not limited to: site clearing, grading, and paving; curbs and gutters; recycled water storage tanks, booster pump stations, and all appurtenances thereto; wells; water treatment; stand-by generator; site lighting, drainage, sanitary sewer, and water service; landscaping and irrigation; access gates and fencing; striping and signage; and the following:
• Water lines in/associated with authorized facility roads • Recycled water lines in/associated with authorized facility roads • Well construction or financial contributions thereto
• Water Tank Site Improvements
• Recycled Water Storage Tank Facility or financial contributions thereto Drainage System Improvements
Authorized facilities include any and all on- and off-site backbone drainage and storm drainage improvements designed to meet the needs of development of the project. These facilities include mains, pipelines and appurtenances, outfalls and water quality measures, temporary drainage facilities, detention/retention basins, and drainage pretreatment facilities; drainage ways/channels, pump stations, landscaping, and irrigation; access roads, gates, and fencing; striping and signage; and the following:
• All storm drain lines and facilities in/associated with authorized facility roadways A-2
• Retention, detention, hydro-modification, and other drainage facilities Wastewater System Improvements
Authorized facilities include any and all on- and off-site backbone wastewater facilities designed to meet the needs of development of the project. These facilities include pipelines and all appurtenances thereto; manholes; tie-in to existing main line; force mains; lift stations; storage tanks; odor-control facilities; sewer treatment plant improvements and permitting related thereto; and related sewer system improvements, including but not limited to:
• All wastewater facilities in/associated with authorized facility roadways • Sewer pump station/lift station
Solid Waste Improvements
Authorized facilities include any and all backbone solid waste improvements designed to meet the needs of development of the project. Eligible improvements also include the project’s pro-rata contribution to shared facilities.

Park, Landscape Corridor and Paseo Improvements
Authorized facilities include any and all improvements to parks, landscape corridors and paseos located in the project, including but not limited to:
• Construction of Park Sites
• Construction of Paseos
• Construction of Trails
Open Space Improvements
Authorized facilities include any and all open space improvements designed to meet the needs of development of the project, including bike trails, bike/pedestrian bridges, storm drain crossings, storm drain detention/retention, wetland mitigation, tree mitigation, on-and off-site hawk/raptor mitigation, agricultural mitigation or other environmental mitigation, property acquisition, endowment payments/PCA fees for open space management monitoring, landscaping and irrigation, access gates and fencing, and related open space improvements, including but not limited to:
• Improvements related to all Preserved and General Open Space Parcels • Wetland creation mitigation monitoring, fencing, etc.

Utilities
Authorized facilities include any and all on- and off-site utility improvements designed to meet the needs of development of the project. All utility improvements, easement payments, and land acquisition not located under or alongside transportation improvements are considered authorized facilities. Authorized facilities also shall include costs related to the off-site electric substation site; site clearing; grading; street frontage improvements, including curbs, gutters, and paving; and construction of an all-weather access road to the site from the nearest public street or extension of temporary overhead lines as described in the project DA, including but not limited to:
• Electric Substation improvements
A-3
Other Public Facilities
Authorized facilities include any and all public facilities or infrastructure, including the project’s improvements to the fire station site, site clearing, grading, and street frontage improvements including curbs, gutters, and paving.

Development Impact Fees
Authorized facilities include development impact fees paid and not otherwise reimbursed, whether standard City or County fees levied at the time of the issuance of a building permit or required as part of the DA for the property. Fees include, but are not limited to, City Traffic Fees, Placer Conservation Authority (PCA) Fee, the South Placer Regional Transportation Authority Tier II Traffic Fee, City of Roseville City Wide Park Fee, City of Roseville Public Facilities Fee, Pre-paid DA Fees, and Public Benefit Fee.

B-1

EXHIBIT B

EXHIBIT B CONTRACTS
Contractor Description Estimated Cost

1. Teichert Construction

2. Marquez General Engineering

3. Lund Construction

4. T&S Construction
Jones Hall draft of June 27, 2024
PRELIMINARY OFFICIAL STATEMENT DATED JULY ____, 2024
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 2024 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 2024 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
AMORUSO RANCH COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES) IMPROVEMENT AREA NO. 1

SPECIAL TAX BONDS
SERIES 2024
Dated: Date of Delivery Due: September 1, as shown on inside cover The bonds captioned above (the “2024 Bonds”), are being issued by the City of Roseville (the “City”) by and through Improvement Area No. 1 (“Improvement Area No. 1”) of the City of Roseville Amoruso Ranch Community Facilities District No. 1 (Public Facilities) (the “District”). The 2024 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 August 1, 2024 (the “Fiscal Agent Agreement”) by and between the City and U.S. Bank Trust Company, National Association, as fiscal agent (the “Fiscal Agent”). The 2024 Bonds are being issued to (i) construct and/or acquire certain authorized public facilities, (ii) provide for a deposit to a debt service reserve account for the 2024 Bonds, (iii) pay capitalized interest on a portion of the 2024 Bonds due March 1, 2025, and (iv) pay costs of issuance of the 2024 Bonds. Interest on the 2024 Bonds is payable semiannually on March 1 and September 1 of each year, commencing March 1, 2025. The 2024 Bonds represent the first series of special tax bonds issued for Improvement Area No. 1 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 2024 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 2024 Bonds are secured by and payable from a pledge of Special Tax Revenues (as defined herein) derived from Special Taxes (derived from the levy of “Facilities Special Taxes,” both as defined herein) to be levied by the City on real property within Improvement Area No. 1, 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 Improvement Area No. 1. 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 2024 Bonds and the interest thereon as a result of any delinquent Special Taxes, the City will establish a debt service reserve account for the 2024 Bonds from proceeds of the 2024 Bonds, as described herein. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS.” Property currently in Improvement Area No. 1 and subject to the Special Tax is developing into 481 single-family homes, as phase 1 of the “Amoruso Ranch” development ongoing within the Amoruso Ranch Specific Plan, located in the northwest portion of the City. Brookfield Sacramento Holdings LLC, a Delaware limited liability company (the “Master Developer”), which is the master developer of the project, has sold all 481 lots in Improvement Area No. 1 to D.R. Horton (and a landbank for D.R. Horton) and Richmond American, as described herein. See “IMPROVEMENT AREA NO. 1 PLANNED DEVELOPMENT,” “THE MASTER DEVELOPER,” and “MERCHANT BUILDER INFORMATION.” The 2024 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 2024 BONDS. THE 2024 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 2024 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 2024 Bonds.

The 2024 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, Stradling, Yocca, Carlson & Rauth, a Professional Corporation, Newport Beach, California, as counsel to the Underwriter, and Holland & Knight LLP, San Francisco, California, as counsel to the Master Developer. Certain legal matters will be passed upon for the City by the City Attorney. It is anticipated that the 2024 Bonds will be available for delivery to DTC on or about August ___, 2024. [Piper Sandler logo]
The date of this Official Statement is ________, 2024. _______________ * 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
AMORUSO RANCH COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES) IMPROVEMENT AREA NO. 1

SPECIAL TAX BONDS
SERIES 2024

MATURITY SCHEDULE
Maturity
(Sept. 1)
Principal
Amount
Interest
Rate Yield Price
CUSIP†
(______)
$__________ _____% Term Bond Due September 1, 20___; Yield ____%; Price: ____% CUSIP†: _________
† CUSIP® is a registered trademark of the American Bankers Association. CUSIP Global Services (CGS) is managed on behalf of the American Bankers Association by FactSet Research Systems Inc. Copyright (c) 2024 CUSIP Global Services.

All rights reserved. CUSIP® data herein is provided by CUSIP Global Services. This data is not intended to create a database and does not serve in any way as a substitute for the CGS database. CUSIP® numbers are provided for convenience of reference only. None of the City, the Underwriters or their agents or counsel take any responsibility for the accuracy of such numbers.

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 2024 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 2024 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 2024 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 2024 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 2024 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 2024 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 2024 BONDS HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE.

TABLE OF CONTENTS
Page Page
INTRODUCTION...........................................1 SOURCES AND USES OF FUNDS ..............7
THE BONDS .................................................8 Authority for Issuance.................................8 Description of the Bonds.............................8
Redemption*...............................................9 Transfer or Exchange of Bonds ................12

SECURITY AND SOURCES OF PAYMENT
FOR THE BONDS.......................................12
Special Taxes...........................................12 Special Tax Methodology .........................13
Levy of Annual Special Tax; Maximum
Special Tax............................................15 Special Tax Fund......................................16 Delinquent Payments of Special Tax;
Covenant for Superior Court Foreclosure
..............................................................17 2024 Reserve Account of Reserve Fund ..19
Improvement Fund ...................................20
Future Parity Bonds..................................21 DEBT SERVICE SCHEDULE......................23
THE AMORUSO RANCH SPECIFIC PLAN.24
THE AMORUSO RANCH DEVELOPMENT.24
Development Agreement..........................24
Environmental Matters..............................25
THE MASTER DEVELOPER.......................26
General ....................................................26 Master Developer Financing Plan.............26
MERCHANT BUILDER INFORMATION......27
D.R. Horton ..............................................27 Richmond American .................................31
Increasing Mortgage Interest Rates and
Banking Uncertainty...............................34

VALUE OF PROPERTY WITHIN
IMPROVEMENT AREA NO. 1.....................34
The Appraisal ...........................................34 Value to Special Tax Burden Ratios .........36
No History of Special Tax Collections .......40
Overlapping Liens and Priority of Lien ......40
Estimated Overall Tax Burden.................. 42
SPECIAL RISK FACTORS.......................... 43
Limited Obligation of the City to Pay Debt
Service .................................................. 43 Concentration of Ownership ..................... 43
Appraised Values ..................................... 43 Property Values and Property Development
.............................................................. 44 Levy and Collection of Special Taxes....... 47
FDIC/Federal Government Interests in
Properties.............................................. 49 Bankruptcy and Foreclosure Delays......... 49
Parity Taxes and Special Assessments;
Private Debt........................................... 51 Tax Delinquencies.................................... 52 No Acceleration Provisions....................... 53
Ballot Initiatives ........................................ 53 Voter Initiatives......................................... 53 Case Law Related to the Mello-Roos Act . 54
Exempt Properties.................................... 55 Changes in Tax Law................................. 55
Pandemic Diseases.................................. 56
Cyber Security.......................................... 56 Potential Early Redemption of Bonds from
Prepayments ......................................... 56

CONSTITUTIONAL LIMITATIONS ON
TAXATION AND APPROPRIATIONS ......... 57
CONTINUING DISCLOSURE ..................... 57
The City.................................................... 57 The Merchant Builders ............................. 58
UNDERWRITING........................................ 59 MUNICIPAL ADVISOR................................ 59
LEGAL OPINION ........................................ 59 TAX MATTERS........................................... 60 NO RATINGS.............................................. 61 NO LITIGATION.......................................... 61 EXECUTION ............................................... 61 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
AMORUSO RANCH COMMUNITY FACILITIES DISTRICT NO. 1 (PUBLIC FACILITIES) IMPROVEMENT AREA NO. 1

SPECIAL TAX BONDS
SERIES 2024
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 Improvement Area No. 1 (“Improvement Area No. 1”) of the City or Roseville Amoruso Ranch Community Facilities District No. 1 (Public Facilities) (the “District”) of the bonds captioned above (the “2024 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 – SUMMARY OF CERTAIN PROVISIONS OF FISCAL AGENT AGREEMENT.

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 2024 Bonds to potential investors is made only by means of the entire Official Statement.

The City. The City 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. With an estimated population as of January 1, 2024 of approximately 154,329, the City is the largest city in Placer County (the “County”). For economic and demographic information regarding the area in and around the City, see “APPENDIX C – The City of Roseville and Placer County.”
___________
* Preliminary; subject to change.
2 The District and Improvement Area No. 1. On April 5, 2023, the City Council of the City (the “City Council”), as legislative body of the District, adopted a Resolution of Intention to form the District, and designate Improvement Area No. 1 as the sole initial improvement area therein, under the Mello-Roos Community Facilities Act of 1982, as amended (the “Act”), to levy a special tax (the “Facilities Special Tax,” also referred to herein as the “Special Tax”) and to incur bonded indebtedness for the purpose of financing certain authorized facilities. After conducting a noticed public hearing, on June 21, 2023, the City Council adopted a Resolution of Formation (the “Resolution of Formation”), which established the District, designated Improvement Area No. 1 as an improvement area therein, and formed a future annexation area for the District (the “Future Annexation Area”). Also on June 21, 2023, a special election was held within Improvement Area No. 1, where the Master Developer (defined below) approved the levy of the Special Tax pursuant to the Rate and Method (defined below), and established an appropriations limit and bonded indebtedness limit for Improvement Area No. 1 of $124,000,000.

The Master Developer and the Development. Property currently in Improvement Area No. 1 and subject to the Special Tax is developing into 481 single-family homes, which represents phase 1 of the “Amoruso Ranch” development ongoing within the Amoruso Ranch Specific Plan, located in the northwest portion of the City. Brookfield Sacramento Holdings LLC, a Delaware limited liability company (the “Master Developer”), which is the master developer of the project, has sold all 481 lots in phase 1 to D.R. Horton (and a landbank for D.R. Horton) and Richmond American (as such terms are defined below). See “IMPROVEMENT AREA NO. 1 PLANNED DEVELOPMENT,” “THE MASTER DEVELOPER,” and “MERCHANT BUILDER INFORMATION.” The 2024 Bonds have been sized to provide at least a 110% annual debt service coverage ratio, based on the Maximum Annual Facilities Special Tax generated by the 481 taxable parcels within Improvement Area No. 1 (net of the County’s tax collection charge of 1%). Additional Bonds (as defined herein), secured on parity with the 2024 Bonds, are expected to be issued to finance the acquisition and/or construction of additional Improvements in the future.

Land in Improvement Area No. 1 represents a portion of the larger “Amoruso Ranch” development. Home building and sales in Improvement Area No. 1 represents “phase 1” of the project. The entire “Amoruso Ranch” project is entitled for 2,827 residential units (a mix of low-, medium-, and high-density residential), as well as other related uses. Only the land in Improvement Area No. 1 is and will be security for the 2024 Bonds.

The Merchant Builders. All of the 481 taxable lots in Improvement Area No. 1 have been acquired, in finished lot condition, by or for the following merchant builders (together, the “Merchant Builders”):
• Richmond American Homes of Maryland, Inc., a Maryland corporation (“Richmond American”) (138 LDR lots);
• D.R. Horton CA2, Inc., a California corporation (“D.R. Horton”) (151 LDR lots and 53 MDR lots); and
• Amoruso P1A – Roseville, L.P., a Delaware limited partnership (“Hearthstone Land Bank”), serving as land bank for D.R. Horton (139 MDR lots).

The following table summarizes the status of development by the Merchant Builders as of July 1, 2024. For additional details, see “IMPROVEMENT AREA NO. 1 PLANNED DEVELOPMENT” and “MERCHANT BUILDER INFORMATION.”
3 Merchant Builder Development Status
As of July 1, 2024
Merchant Builder
Finished
Lots
Building
Permits
Pulled
Completed
Homes
Homes
Sold
Homes
Closed
D.R. Horton(1)
Richmond American
Totals:
___________
(1) Includes lots owned by Hearthstone Land Bank.

Sources: D.R. Horton and Richmond American, as applicable.

Authority for Issuance of the 2024 Bonds. The 2024 Bonds are issued pursuant to the Act, a resolution adopted by the City Council on July 17, 2024 (the “Resolution of Issuance”) and a Fiscal Agent Agreement, dated as of August 1, 2024 (the “Fiscal Agent Agreement”), between the City and U.S. Bank Trust Company, National Association, as fiscal agent (the “Fiscal Agent”).

Bond Terms. The 2024 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 2024 Bonds is payable on March 1 and September 1 of each year (each an “Interest Payment Date”), commencing March 1, 2025. The 2024 Bonds will be issued without coupons in denominations of $5,000 or any integral multiple thereof.

Registration of Ownership of 2024 Bonds. The 2024 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 2024 Bonds will not receive physical certificates representing their interest in the 2024 Bonds. So long as the 2024 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 2024 Bonds. Payments of the principal, premium, if any, and interest on the 2024 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 2024 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 2024 Bonds will primarily be used to finance a portion of the costs of acquiring and constructing certain authorized infrastructure improvements (the “Improvements,” as described herein) as part of the development being undertaken by the Master Developer. The Improvements consist generally of roadway, water, wastewater, drainage, and other infrastructure improvements necessary for development of property within the District, as well as park and open space improvements. Proceeds of the 2024 Bonds will also be deposited to a debt service reserve account for the 2024 Bonds, pay costs of issuance, and pay capitalized interest on a portion of the 2024 Bonds due March 1, 2025.

Security and Source of Payment of the 2024 Bonds. As security for the payment of the 2024 Bonds, a facilities special tax applicable to each taxable parcel in Improvement Area No. 1 will be levied and collected according to the facilities tax liability determined by the City Council through the application of the Rate, Method of Apportionment, and Manner of Collection of Special Tax for Improvement Area No. 1 (the “Rate and Method”). The Rate and Method is 4 set forth in its entirety in APPENDIX A hereto. The Rate and Method includes a services special tax component which is not security for the 2024 Bonds. Pursuant to the Rate and Method, a “Facilities Special Tax” will be levied and collected until the earlier of (i) the “Transition Year” (defined herein) or (ii) Fiscal Year 2088-89, and a “Maintenance Special Tax” will be levied and collected in perpetuity beginning in the Transition Year. Only the “Facilities Special Tax” is pledged to the payment of the 2024 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 2024 Bonds and any Additional Bonds that may be issued in the future pursuant to the terms of the Fiscal Agent Agreement 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 2024 Bonds are also payable from amounts held in certain funds and accounts pursuant to the Fiscal Agent Agreement, including a debt service reserve account, all as more fully described herein.

The Special Tax represents a lien on each parcel of land subject to the Special Tax, and failure to pay the Special Taxes could result in proceedings to foreclose the delinquent parcel.

The Special Taxes do not constitute the personal indebtedness of the owners of taxed parcels.

See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS.”
Additional Parity Bonds. The maximum authorized indebtedness for Improvement Area No. 1 is $124,000,000, and the 2024 Bonds represent the first series of special tax bonds issued under this authorization. The 2024 Bonds are expected to be the only series of bonds issued for infrastructure improvements constructed by the Master Developer. However, in the future, 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 2024 Bonds (the “Additional Bonds,” and collectively, the “Bonds”), upon the satisfaction of certain conditions set forth in the Fiscal Agent Agreement. So long as the 2024 Bonds are outstanding, issuance of any Additional Bonds must comply with certain conditions set forth in the Fiscal Agent Agreement, and no bonds having a lien senior to the lien of the 2024 Bonds are allowed. The 2024 Bonds are being sized to 110% debt service coverage from Maximum Special Tax Revenues (net of the County’s tax collection charge of 1%). Therefore, based on the current land uses and special tax rates in the District, there is not expected to be capacity for Additional Bonds, including to pay for the Development Impact Fee Deferral, until the 2024 Bonds have been refunded or mature. 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 (including Improvement Area No. 1), the City agreed that payment of certain impact fees owed by the Master Developer and merchant builders will be deferred (referred to as the “Development Impact Fee Deferral” in the Rate and Method) to allow payment of the deferred fees after the 2024 Bonds have been fully paid. The 5 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 2024 Bonds and any Additional 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. 2024 Reserve Account of the Reserve Fund. A debt service reserve fund has been established under the Fiscal Agent Agreement (the “Reserve Fund”), and within the Reserve Fund, separate reserve accounts are being established for each series of Bonds. Accordingly, at the time of issuance of the 2024 Bonds, a reserve account will be established within the Reserve Fund for the benefit of the holders of the 2024 Bonds (the “2024 Reserve Account”). The 2024 Reserve Account is available solely for the payment of debt service on the 2024 Bonds and no other parity obligations. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – 2024 Reserve Account of the Reserve Fund.”
Appraised Value of Property. Property in Improvement Area No. 1 is security for the Special Tax that secures the Bonds. The City authorized the preparation of an appraisal report (the “Appraisal”) for certain real property within Improvement Area No. 1, which sets forth an aggregate value of appraised taxable property currently in Improvement Area No. 1 of $104,659,000, as of the date of value of May 29, 2024. The valuation assumes completion of the Improvements funded by the 2024 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 on the value of the 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. See “VALUE OF PROPERTY WITHIN IMPROVEMENT AREA NO. 1 – The Appraisal” and APPENDIX B.

The appraised value of property in Improvement Area No. 1 is 3.4* times the $30,468,531* aggregate principal amount of the 2024 Bonds ($30,400,000*) plus overlapping tax and assessment debt ($68,531). This is based on the entirety of Improvement Area No. 1, the value to lien ratio for individual parcels will vary from the average. See “VALUE OF PROPERTY WITHIN IMPROVEMENT AREA NO. 1 – Value to Special Tax Burden Ratios.” The following table summarizes appraised values for parcels in Improvement Area No. 1.

Appraised Values Within Improvement Area No. 1
As of May 29, 2024
Owner/Component
No. of
Lots
Market Value
(Rd.)
Richmond American – Finished Lots 138 $30,222,000
D.R. Horton
Completed Homes (LDR) 3 $1,905,000
Homes Under Construction (MDR) 29 8,091,000
Homes Under Construction (LDR) 27 8,019,000
Finished Lots (MDR) 24 4,584,000
Finished Lots (LDR) 121 25,289,000
Sub-total – D.R. Horton 204 47,888,000
Hearthstone Land Bank – Finished Lots 139 $26,549,000
Total 481 $104,659,000
___________
Source: Appraisal.
_______________
* Preliminary; subject to change.
6 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 2024 Bonds. In particular, no assurance can be given that the timing of construction of homes and/or sale of homes projected by the Merchant Builders in this Official Statement will be accomplished. See “SPECIAL RISK FACTORS.”
Limited Obligation of the City. The general fund of the City is not liable and the full faith and credit of the City is not pledged for the payment of the interest on, or principal of or redemption premiums, if any, on the 2024 Bonds. The 2024 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 2024 Bonds under the Fiscal Agent Agreement, and neither the payment of the interest on nor principal of or redemption premiums, if any, on the 2024 Bonds is a general debt, liability or obligation of the City. The 2024 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 2024 Bonds other than from the proceeds of the Special Taxes and the money in the funds established and pledged to the 2024 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 have been no changes to the City or the land in Improvement Area No. 1 since the date hereof. Any statements made in this Official Statement involving matters of opinion or of estimates, whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized.
7 SOURCES AND USES OF FUNDS
A summary of the estimated sources and uses of funds associated with the sale of the 2024 Bonds follows:

Estimated Sources of Funds:

Principal Amount of 2024 Bonds $
Plus/Less: [Net] Original Issue Premium/Discount
Total $
Estimated Uses of Funds:

Deposit to Improvement Fund $
Deposit to Bond Fund(1)
Deposit to 2024 Reserve Account of the Reserve Fund(2)
Costs of Issuance(3)
Total $
(1) To pay capitalized interest on a portion of the 2024 Bonds due March 1, 2025. (2) Equal to the initial Reserve Requirement for the 2024 Bonds. (3) Includes fees of bond and disclosure counsel, fees, expenses and charges of the Fiscal Agent and its counsel, printing costs, fees of the special tax consultant and administrator, Appraiser, and Municipal Advisor, Underwriter’s discount, and other costs of issuance.
8 THE BONDS
Authority for Issuance
The 2024 Bonds are issued pursuant to the Fiscal Agent Agreement, the Resolution of Issuance and the Act.

The 2024 Bonds have been sized to provide at least a 110% annual debt service coverage ratio from the Special Tax generated from the 481 taxable lots in Improvement Area No. 1.

Therefore, based on the current land uses and special tax rates in the District, there is not expected to be capacity for Additional Bonds, including to pay for the Development Impact Fee Deferral, until the 2024 Bonds have been refunded or mature. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Future Parity Bonds.”
Description of the Bonds
Bond Terms. The 2024 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 2024 Bonds are being issued in the denomination of $5,000 or any integral multiple thereof.

Interest on the 2024 Bonds will be payable semiannually on March 1 and September 1 of each year (each an “Interest Payment Date”), commencing March 1, 2025. The principal of the 2024 Bonds and premiums due upon the redemption thereof, if any, will be payable in lawful money of the United States of America at the designated principal corporate trust office of the Fiscal Agent in Los Angeles, California, or such other place as designated by the Fiscal Agent, upon presentation and surrender of the 2024 Bonds; provided that so long as any 2024 Bonds are in book-entry form, payments with respect to such 2024 Bonds will be made by wire transfer, or such other method acceptable to the Fiscal Agent, to DTC.

Book-Entry Only System. The 2024 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 2024 Bonds will not receive physical certificates representing their interest in the 2024 Bonds. So long as the 2024 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 2024 Bonds. The Fiscal Agent will make payments of the principal, premium, if any, and interest on the 2024 Bonds directly to DTC, or its nominee, Cede & Co., so long as DTC or Cede & Co. is the registered owner of the 2024 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 2024 Bonds will be computed on the basis of a 360-day year consisting of twelve 30-day months. Interest on the 2024 Bonds (including the final interest payment upon maturity or earlier redemption) is payable by check of the Fiscal Agent mailed on each Interest Payment Date by first class mail to the registered Owner thereof at such registered Owner’s address as it appears on the registration books maintained by the Fiscal Agent at the close of business on the 15th day of the month preceding the month in which the Interest Payment Date occurs whether or not such day is a Business Day (the “Record 9 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 2024 Bonds; provided that so long as any 2024 Bonds are in book-entry form, payments with respect to such 2024 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 2024 Bond will bear interest from the Interest Payment Date next preceding the date of authentication thereof unless (i) it is authenticated on an Interest Payment Date, in which event it will bear interest from such date of authentication, or (ii) it is authenticated prior to an Interest Payment Date and after the close of business on the Record Date preceding such Interest Payment Date, in which event it will bear interest from such Interest Payment Date, or (iii) it is authenticated prior to the Record Date preceding the first Interest Payment Date, in which event it will bear interest from the Dated Date; provided, however, that if at the time of authentication of a 2024 Bond, interest is in default thereon, such 2024 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 2024 Bonds are registered in the name of Cede & Co., as nominee of DTC, payments of the principal, premium, if any, and interest on the 2024 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 2024 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 2024 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 2024 Bonds are subject to mandatory redemption from Prepayments of the Special Tax by property owners, in whole or in part among maturities of the 2024 Bonds and any Additional Bonds, 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 2024 Bonds to be redeemed), plus accrued interest thereon to the date of redemption:
__________
* Preliminary; subject to change.
10 Redemption Dates
Redemption
Price
Interest Payment Dates through and including March 1, ____ 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 Prepayments and amounts released from the 2024 Reserve Account in connection with Prepayments will be allocated to the redemption of the 2024 Bonds as nearly as practicable on a proportionate basis based on the outstanding principal amount of the 2024 Bonds and shall be applied to redeem 2024 Bonds as nearly as practicable on a pro rata basis among maturities in increments of $5,000; provided, however, that, for Prepayments of less than $50,000, the City may specify that Prepayments be applied to one or more maturities of the 2024 Bonds or Additional Bonds so long as there is delivered to the Fiscal Agent a certification of a Special Tax consultant or administrator that, following such redemption from Prepayments, the maximum Special Taxes that may be levied in each Fiscal Year on Developed Property in Improvement Area No. 1 is not less than 110% of Annual Debt Service.

See “SPECIAL RISK FACTORS – Potential Early Redemption of Bonds from Prepayments” for a discussion of the potential for the 2024 Bonds to be priced with original issue premium and then be redeemed from Special Tax prepayments prior to maturity.

Mandatory Sinking Fund Redemption. The Term 2024 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 2024 Bonds Maturing September 1, 20__
Mandatory
Redemption Date
(Sept. 1)
Sinking Fund
Payment
(maturity)
Term 2024 Bonds Maturing September 1, 20__
Mandatory
Redemption Date
(Sept. 1)
Sinking Fund
Payment
(maturity)
11 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 2024 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 2024 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 2024 Bonds be purchased at a price in excess of the principal amount thereof, plus interest accrued to the date of purchase.

Redemption Procedure by Fiscal Agent. The Fiscal Agent will cause notice of any redemption to be mailed by first class mail, postage prepaid, at least 20 days but not more than 60 days prior to the date fixed for redemption, to the Securities Depositories and to one or more Information Services, and to the respective registered Owners of any 2024 Bonds designated for redemption, at their addresses appearing on the registration books in the Principal Office of the Fiscal Agent; but such mailing is not a condition precedent to such redemption and failure to mail or to receive any such notice, or any defect therein, will not affect the validity of the proceedings for the redemption of such 2024 Bonds.

Such notice will state the redemption date and the redemption price and, if less than all of the then Outstanding 2024 Bonds are to be called for redemption, will designate the CUSIP numbers and bond numbers of the 2024 Bonds to be redeemed by giving the individual CUSIP number and bond number of each 2024 Bond to be redeemed or will state that all 2024 Bonds between two stated bond numbers, both inclusive, are to be redeemed or that all of the 2024 Bonds of one or more maturities have been called for redemption, will state as to any 2024 Bond called in part the principal amount thereof to be redeemed, and will require that such 2024 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 2024 Bonds will not accrue from and after the redemption date.

The City has the right to rescind any notice of the optional redemption of 2024 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 2024 Bonds then called for redemption.

Whenever provision is made in the Fiscal Agent Agreement for the redemption of less than all of the 2024 Bonds of any maturity, the City will select the 2024 Bonds to be redeemed, from all 2024 Bonds or such given portion thereof of such maturity by lot in any manner which the City in its sole discretion deems appropriate. Upon surrender of 2024 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 2024 Bond or 2024 Bonds, of the same series and maturity, of authorized denominations in aggregate principal amount equal to the unredeemed portion of the 2024 Bond or 2024 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 2024 Bonds so called for redemption are deposited in the Bond Fund, such 2024 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.
12 Transfer or Exchange of Bonds
So long as the 2024 Bonds are registered in the name of Cede & Co., as nominee of DTC, transfers and exchanges of 2024 Bonds will be made in accordance with DTC procedures. See “APPENDIX G – DTC AND THE BOOK-ENTRY ONLY SYSTEM.” Any 2024 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 2024 Bond for cancellation, accompanied by delivery of a duly written instrument of transfer in a form approved by the Fiscal Agent. Whenever any 2024 Bond or 2024 Bonds are surrendered for transfer or exchange, the City will execute and the Fiscal Agent will authenticate and deliver a new 2024 Bond or 2024 Bonds, for a like aggregate principal amount of 2024 Bonds of authorized denominations and of the same maturity. The cost for any services rendered or any fees or expenses incurred by the Fiscal Agent in connection with any such transfer or exchange will be paid by the City. The Fiscal Agent will collect from the Owner requesting such transfer any tax or other governmental charge required to be paid with respect to such transfer or exchange. No transfers or exchanges of 2024 Bonds will be required to be made (i) within 15 days prior to the date established by the Fiscal Agent for selection of 2024 Bonds for redemption or (ii) with respect to a 2024 Bond after such 2024 Bond has been selected for redemption.

SECURITY AND SOURCES OF PAYMENT FOR THE BONDS
Special Taxes
The Bonds (consisting of the 2024 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 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 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 Reserve Account within the Reserve Fund for such Series is pledged to secure the repayment of the applicable Series, such that amounts in the 2024 Reserve Account are pledged to the 2024 Bonds. 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 Improvement Area No. 1 will be levied and collected according to the tax amount determined by 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 Improvement Area No. 1. 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 Improvement Area No. 1, from amounts held in certain funds 13 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 Council, as legislative body of the District, pursuant to the Act in an amount determined according to the Rate and Method. See “– Special Tax Methodology” below and APPENDIX A.

The amount of Special Taxes that the City 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 Improvement Area No. 1, 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 Improvement Area No. 1 according to the rate 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 (defined herein) or (ii) Fiscal Year 2088-89, and a “Maintenance Special Tax” will be levied and collected in perpetuity 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. Capitalized terms set forth in this section and not otherwise defined have the meanings set forth in the Rate and Method. 14 Determination of Annual Facilities Costs. Each year, the City will determine the Annual Facilities Costs 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) fund any foreseeable deficiency of the amount to be available for the payment of principal or interest on Bonds which are expected to occur in such Fiscal Year, in each case to the extent not already included in the calculation of Annual Facilities Costs in the current or any previous Fiscal Year;
(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 Improvement Area No. 1. 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 identifies various large-lot taxable parcels planned for residential uses within the boundary of Improvement Area No. 1, which large-lot parcels have been final map subdivided into the 481 residential lot in Improvement Area No. 1. Each fiscal year, the City will prepare a list of the then-current parcels subject to the Special Tax using the records of the City and the County Assessor, and will tax such parcels in accordance with the Rate and Method. Taxable parcels that are acquired by a public agency in the future 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 Improvement Area No. 1. 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.”
15 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 2088-89. For purposes of Improvement Area No. 1, “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 2088-89. “Initial Bonding Period” means the period in which Bonds are outstanding or refunded which financed Authorized Facilities (as defined in the Rate and Method) costs or refunded prior Bonds, other than the Development Impact Fee Deferral.

Prepayment of the Facilities Special Tax. The Rate and Method provides that residential parcels may prepay up to 50% 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 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, and the City maintains at least 110% debt service coverage on the outstanding Bonds.

Reduction of the Maximum Annual Facilities Special Tax Prior to First Bond Sale.

The Rate and Method includes a provision that, at the request of the developer/builders, the Maximum Annual Special Taxes set forth in the Rate and Method could be reduced once prior to the first sale of special tax bonds for Improvement Area No. 1. This provision was not utilized, and is no longer applicable, given the issuance and sale of the 2024 Bonds.

Levy of Annual Special Tax; Maximum Special Tax
General. The annual Special Tax will be calculated by the City and levied to provide money for debt service on the Bonds, replenishment of Reserve Accounts established within the Reserve Fund for each Series of Bonds, certain delinquencies, administration of the District (including Improvement Area No. 1), and for payment of pay-as-you-go expenditures (to the extent permitted by the City) of the authorized public capital 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 taxable parcel in the Rate and Method.

Annual Special Tax Levy. The Special Tax will be levied each year by calculating the amount needed to be generated by all Taxable Parcels in Improvement Area No. 1; 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 Improvement Area No. 1 receive a levy. “Developed Parcel” for single-family parcels is defined in the Rate and Method as a parcel for which a Final Small Lot Subdivision Map was recorded before May 1 of the preceding Fiscal Year. If additional amounts are needed, a levy is made against each “Small Lot Tentative Map Parcel” in Improvement Area No. 1, then each “Large Lot Parcel” in Improvement Area No. 1, then each “Undeveloped Parcel” in Improvement Area No. 1, however 16 presently, all 481 lots comprising Improvement Area No. 1 are Developed Parcels. 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 Improvement Area No. 1 required for the payment of principal of and interest on any outstanding Bonds of Improvement Area No. 1 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 Improvement Area No. 1. 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 “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Special Tax Methodology” above. See “APPENDIX A – RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX” for a copy of the Rate and Method.

Annual Escalation of Facilities Special Tax. The Facilities Special Tax escalates by 2% per fiscal year until the Transition Event, and thereafter will 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.

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 of the Bond Fund 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 17 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 Improvement Area No. 1) 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
(a) the amount so collected is deficient by more than 5% of the total amount of the Special Tax levied in Improvement Area No. 1 in such Fiscal Year, then the City will institute, prosecute and pursue such foreclosure proceedings in the time and manner provided herein against each such property owner in the time and manner provided below; or
(b) the amount so collected is deficient by less than 5% of the total amount of the Special Tax levied in Improvement Area No. 1 in such Fiscal Year, but property owned by any single property owner in Improvement Area No. 1 is delinquent cumulatively by an amount equal to four installment payments with respect to the current and past Special Tax due, then the City will institute, prosecute and pursue such foreclosure proceedings in the time and manner provided herein against each such property owner in the time and manner provided below.

Additionally notwithstanding any of the foregoing, in certain instances the amount of a Special Tax delinquency on a particular parcel in relation to the cost of appropriate foreclosure proceedings may be such that the costs do not warrant the foreclosure proceedings costs. In such 18 cases, foreclosure proceedings may be delayed by the City until there are sufficient Special Tax delinquencies accruing to such parcel (including interest and penalties thereon) to warrant the cost of such foreclosure proceedings.

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 Improvement Area No. 1 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 “VALUE OF PROPERTY WITHIN IMPROVEMENT AREA NO. 1 – 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 City 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 at least 75% of the outstanding Bonds is obtained. However, under Section 53356.6 of the Act, the City, as judgment creditor, is entitled to purchase any property sold at foreclosure using a “credit bid,” where the City 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 City becomes the purchaser under a credit bid, the City must 19 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. 2024 Reserve Account of Reserve Fund
A debt service reserve fund has been established under the Fiscal Agent Agreement (the “Reserve Fund”), and within the Reserve Fund, separate reserve accounts are being established for each series of Bonds. Accordingly, at the time of issuance of the 2024 Bonds, a reserve account will be established within the Reserve Fund for the benefit of the holders of the 2024 Bonds (the “2024 Reserve Account”). The 2024 Reserve Account is available solely for the payment of debt service on the 2024 Bonds and no other parity obligations.

Upon delivery of the 2024 Bonds, the Fiscal Agent will deposit an amount of the proceeds into the 2024 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 2024 Bonds shall not increase after the date of issuance of the 2024 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.

As noted above, 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 Master Developer or other entities that are due reimbursement for Improvements, the Fiscal Agent will transfer the amount, 21 if any, remaining in the Improvement Fund to the Bond Fund for application to the payment of principal of and interest on the Bonds in accordance with the Fiscal Agent Agreement, and the Improvement Fund will be closed.

Future Parity Bonds
The proceedings conducted under the Act for the District and Improvement Area No. 1 authorize the issuance of up to $124,000,000 of special tax bonds for Improvement Area No. 1, of which the 2024 Bonds represent the first series. The 2024 Bonds are being sized to 110% debt service coverage from Maximum Special Tax Revenues (net of the County’s tax collection charge of 1%). Therefore, based on the current land uses and special tax rates in the District, there is not expected to be capacity for Additional Bonds, including to pay for the Development Impact Fee Deferral, until the 2024 Bonds have been refunded or mature.

Additional Bonds may be issued 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) After giving effect to the issuance of the Additional Bonds, for each Bond Year the Additional Bonds are Outstanding, projected Special Tax 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) After giving effect to the issuance of the Additional Bonds, the aggregate value of all parcels in Improvement Area No. 1 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 proportionate principal amount of any bonds then outstanding and payable from assessments which are a lien against property in Improvement Area No. 1, plus (4) a portion of the aggregate principal amount of all bonds issued under the Act, other than 2024 Bonds then Outstanding and the Additional Bonds, payable at least partially from special taxes to be levied on parcels of land subject to the Special Tax within Improvement Area No. 1 (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 Improvement Area No. 1 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 against which 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 the Additional Bonds are issued, as determined by the City), based upon information from the most recent available Fiscal Year.

Additional Bonds may be issued to finance additional improvements, Deferred Impact Fees, and/or to refund outstanding Bonds. Additional Bonds may be issued for the purpose of 22 refunding any outstanding Bonds without meeting the foregoing conditions so long as debt service on the refunding Bonds in each Bond Year is less than debt service on the Bonds refunded.

Nothing in the Fiscal Agent Agreement shall be interpreted to prohibit issuance of bonds secured on a subordinate basis to the 2024 Bonds.

In connection with the approval of development in Improvement Area No. 1, the City has agreed that payment of certain impact fees owed by the Master Developer and merchant builders in Improvement Area No. 1 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 2024 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 2024 Bonds have matured. If the City chooses to issue bonds to pay deferred impact fees, the remaining authorization will be available to be utilized by the City as a means therefor. 23 DEBT SERVICE SCHEDULE
The annual debt service on the 2024 Bonds, assuming no early redemptions other than mandatory sinking fund payments, is set forth below.

City of Roseville
Amoruso Ranch Community Facilities District No. 1 (Public Facilities) Improvement Area No. 1
2024 Bonds – Annual Debt Service
Year
Ending
(Sept. 1)
2024 Bonds
Principal
2024 Bonds
Interest
2024 Bonds
Total
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
2054
Totals
___________________________________
Source: Underwriter.
24 THE AMORUSO RANCH SPECIFIC PLAN
The Amoruso Ranch Specific Plan (“Amoruso Ranch Specific Plan”) is the primary land use, policy and regulatory document used to guide development of land in Improvement Area No. 1 and the surrounding area. The Amoruso Ranch Specific Plan was adopted on June 15, 2016, and then amended on March 18, 2020 and April 20, 2022. The Amoruso Specific Plan establishes a development framework for land use, affordable housing, resource protection, circulation, utilities and services, implementation and design for approximately 694 acres in the northwest portion of the City projected to develop into approximately 2,827 single and multi-family residential units. The land use plan also includes three commercial parcels totaling 51 acres, a 9.6-acre elementary school site, 7 neighborhood parks, and a 3-acre fire station/public facilities site.

Approximately 135 acres will be set aside as open space preserve.

The land in Improvement Area No. 1 consists of approximately 106 acres of land planned for 481 taxable residential units as well as non-taxable residential and public/quasi-public uses.

The intent of the Amoruso Ranch Specific Plan is to promote the systematic and orderly development of the plan area. All subsequent development projects and related activities in the Amoruso Ranch Specific Plan area are required to be consistent with the Amoruso Ranch Specific Plan. The Amoruso Ranch Specific Plan 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 City’s 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, and is a component of, the Amoruso Ranch Specific Plan. The full text of the Amoruso Ranch Specific Plan is available on the City’s website.

THE AMORUSO RANCH DEVELOMPENT
The information regarding development of the property contained under this caption has been provided by representatives of the Master Developer, and has not been independently confirmed or verified by the Underwriter or the City. Neither the Underwriter nor the City makes any representation as to the accuracy or adequacy of the information contained under this caption. There may be material adverse changes in this information after the date of this Official Statement. See “SPECIAL RISK FACTORS” herein.

Certain information contained in this section describes the larger Amoruso Ranch Development, which includes land outside Improvement Area No. 1. Only land in Improvement Area No. 1 constitutes security for the 2024 Bonds.

Development Agreement
General. The City entered into a Development Agreement in 2016, which has been amended several times (as amended to date, the “Development Agreement”), with certain prior landowner entities to which the Master Developer has subsequently succeeded with respect to the land being developed by the Master Developer in Improvement Area No. 1 and the surrounding area. The Development Agreement’s purpose is to vest development rights, set forth infrastructure improvements and dedication requirements, secure the timing and methods for financing improvements, and specify other performance obligations as related to development in the Amoruso Ranch Specific Plan area. All of the property in Improvement Area No. 1 is subject to the requirements of the Development Agreement, as well as the Amoruso Ranch Specific Plan. 25 The Development Agreement was entered into in accordance with Sections 65864 through 65869.5 of the California Government Code, as implemented through Article V, Chapter 19.84 of the City’s Zoning Ordinance No. 3014.

The Development Agreement is the primary implementation tool for the Amoruso Ranch Specific Plan and creates a binding contract between the City and the parties thereto, and their assigned successors in interest, which sets forth the needed infrastructure improvements, park dedication requirements, timing and method for financing improvements and other specific performance obligations of the City and the Master Developer and its successors, including obligations related to development of the property in the District, with the terms, conditions, rules, regulations, entitlements, vested rights, and other provisions relating to the development of the property in the District according to the Amoruso Ranch Specific Plan entitlements. Included are provisions relating to infrastructure improvements, public dedication requirements, landscaping amenities, and other obligations of the parties.

The Development Agreement expires in approximately 2049. The Development Agreement runs with the property, and may be modified only by mutual consent of the parties, and in a manner consistent with the Amoruso Ranch Specific Plan. With the Development Agreement in place, subject to compliance with the terms of the 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.

Tract Maps. The large lot specific plan map for the entirety of Amoruso Ranch was recorded with the Placer County Recorder’s Office on December 23, 2002 in Book GG at Page 49 (Document Number 2022-0093073). On August 21, 2023, the Phase 1, Sub-Phase A1 Final Map was recorded with the Placer County Recorder’s Office in Book GG at page 63 (Document Number 2023-0044294) (the “IA No. 1 Final Map”). The IA No. 1 Final Map created 481 singlefamily residential lots, all of which have been conveyed to the merchant builders or their land banks.

Backbone Infrastructure and Other Development Conditions. The Development Agreement requires satisfaction of various items as conditions of development of the Amoruso Ranch Development, including completion of a sewer lift station. All improvements required as a condition of development for Improvement Area No. 1 have been completed. The Master Developer is finishing up work on certain bike paths and landscaping, and a guardrail and concrete barrier on the Conspan Bridge. All remaining work required for the development of Improvement Area No. 1 is estimated to be complete by September 15, 2024.

Environmental Matters
Flood Hazard Map Information. According to the Federal Emergency Management Agency’s flood insurance rate maps (Flood Area Panel Number 06061C0910H, with an effective date of November 2, 2018), the property in Improvement Area No. 1 is located within Flood Zone X, described as areas of minimal flooding (outside of the 100- and 500-year floodplains). The project is not required to meet the requirement of SB5.

Wetland Conditions. Land in Improvement Area No. 1 is located outside of a protected wetland or such wetland impact has been mitigated. No additional environmental permits are required to be obtained.
26 Seismic Conditions. None of the property expected to be developed as part of the Project (including land in Improvement Area No. 1) is located within a seismic special studies zone, designated by the California State Division of Mines and Geology, in accordance with the Alquist-Priolo Special Study Zone Act of 1972.

Wildfire Zone. None of the property in Improvement Area No. 1 is within a high or very high fire hazard severity zone, as defined by CAL-FIRE.

Utilities. It is expected that utility service for the property in Improvement Area No. 1 will be provided by the following entities:

Utility Provider
Water/Sewer City of Roseville
Electricity City of Roseville
Natural Gas Pacific Gas & Electric
Data/Phone Comcast/AT&T

THE MASTER DEVELOPER
The information regarding the ownership of the property contained under this caption has been provided by the Master Developer, and has not been independently confirmed or verified by the Underwriter or the City. Neither the Underwriter nor the City makes any representation as to the accuracy or adequacy of the information contained under this caption. There may be material adverse changes in this information after the date of this Official Statement. Neither the Bonds nor the Special Taxes securing the Bonds are personal obligations of the Master Developer, any affiliate of the Master Developer, or any other subsequent property owners within Improvement Area No. 1 (including the Merchant Builders), and, in the event that any property owner defaults in the payment of its Special Taxes, the District may proceed with judicial foreclosure of the delinquent land within Improvement Area No. 1 securing the Bonds, but has no direct recourse to any other assets of any property owner or any affiliate thereof. See “SPECIAL RISK FACTORS” herein.

General
Ownership Structure of Master Developer. The Master Developer is Brookfield Sacramento Holdings LLC, a Delaware limited liability company. The Master Developer is an indirect subsidiary of Brookfield Homes Holdings LLC, a Delaware limited liability company.

Master Developer Financing Plan
The Master Developer has expended over $75 million dollars on improvements for the Amoruso Ranch Development. Except for some finishing work on bike paths and landscaping, and a guardrail and concrete barrier on the Conspan Bridge (totaling approximately $200,000), all of the work required for the development of Improvement Area No. 1 has been completed. The remaining work is estimated to be complete by September 15, 2024.

In connection with the issuance of the 2024 Bonds, the City and the Master Developer are entering into a Funding, Construction and Acquisition Agreement (the “Acquisition Agreement”) which provides that the Master Developer will construct (or cause to be constructed or funded) 27 various improvements, and the City, upon completion of construction and acceptance (or through progress payments prior to completion of the entire improvement), will purchase the improvements or reimburse the Master Developer for expended amounts from the proceeds of the Bonds and/or Special Taxes on a pay-as-you-go basis. The Master Developer will be responsible for the portion of the cost of construction of the improvements not paid with Bond proceeds and Special Taxes.

The Rate and Method 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 contemplates 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 developers 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 Rate and Method) which levy may secure future bonds issued after payment in full of the Bonds and any Additional Bonds.

Notwithstanding the belief of the Master Developer that it will have sufficient funds to complete its planned development, no assurance can be given that sources of financing available to the Master Developer will be sufficient to complete such development as currently anticipated.

While the Master Developer has made internal financing available in the past for similar activities, there can be no assurance whatsoever of its willingness or ability to do so in the future. Neither the Master Developer nor any of its affiliates has any legal obligation of any kind to make any such funds available or to obtain loans or lines of credit. If and to the extent that internal financing, loan proceeds, lines of credit, or bond proceeds are inadequate to pay the costs to complete the Master Developer’s planned development, there could be a shortfall in the funds required to complete such proposed development and portions of such development might not be completed.

MERCHANT BUILDER INFORMATION
The information regarding the ownership of the property contained under this caption has been provided by the respective Merchant Builders, and has not been independently confirmed or verified by the Underwriter or the City. Neither the Underwriter nor the City makes any representation as to the accuracy or adequacy of the information contained under this caption.

There may be material adverse changes in this information after the date of this Official Statement.

Neither the Bonds nor the Special Taxes securing the Bonds are personal obligations of the Merchant Builders, or any other subsequent property owners within Improvement Area No. 1, and, in the event that any property owner defaults in the payment of its Special Taxes, the District may proceed with judicial foreclosure of the delinquent land within Improvement Area No. 1 securing the Bonds, but has no direct recourse to any other assets of any property owner or any affiliate thereof. As a result, other than as provided in this Official Statement, no financial statements or information is, or will be provided about the Merchant Builders or any other current or subsequent property owner. See “SPECIAL RISK FACTORS” herein.

D.R. Horton
D.R. Horton Ownership. On December 28, 2023, D.R. Horton purchased 204 finished lots in Improvement Area No. 1 from the Master Developer. These lots are planned for 28 development into 204 single-family detached homes (53 MDR and 151 LDR), as described below.

At the same time, the Hearthstone Land Bank purchased 139 finished lots (all MDR lots) from the Master Developer and entered into an agreement with D.R. Horton to have the option to takedown those lots from the Hearthstone Land Bank per a schedule, as described below.

Hearthstone Land Bank Ownership. Pursuant to its land bank arrangement with the Hearthstone Land Bank, D.R. Horton has the option, but not the obligation, to purchase the 139 MDR lots owned by the Hearthstone Land Bank in Improvement Area No. 1 pursuant to a takedown schedule. There is no guaranty that D.R. Horton will acquire the 139 MDR lots from the Hearthstone Land Bank as planned or at all. The following is the takedown schedule:

City of Roseville
Amoruso Ranch Community Facilities District No. 1 (Public Facilities) Improvement Area No. 1 – Special Tax Bonds Series 2024
D.R. Horton / Hearthstone Land Bank Take-Down Schedule (139 MDR Lots) (As of May 1, 2024)
Scheduled
Acquisition Date
Lots
Scheduled
to be Acquired
Cumulative
Number of
Lots to be
Acquired
6/11/2024 12 12
9/10/2024 15 27
12/10/2024 15 42
3/11/2025 15 57
6/10/2025 15 72
9/10/2025 15 87
11/11/2025 52 139
Total: 139
D.R. Horton Development Plan. D.R. Horton anticipates building-out the 204 finished lots it currently owns and the taking down the 139 lots owned by the Hearthstone Land Bank, for development into 343 single-family homes (192 MDR and 151 LDR). D.R. Horton plans to buildout these 343 homes in two neighborhoods: “Aviara at Amoruso Ranch” and “Milazzo at Amoruso Ranch.” The proposed product mix for the homes planned to be constructed by D.R. Horton within these neighborhoods are set forth in the following tables. 29 City of Roseville
Amoruso Ranch Community Facilities District No. 1 (Public Facilities) Improvement Area No. 1 – Special Tax Bonds Series 2024
“Aviara at Amoruso Ranch” Neighborhood (151 Lots)
(As of May 1, 2024)
Floor Plans
Approx.

Square
Footage
Total No.

Planned
Units
Units
Completed,
Sold, and
Closed
Units
Completed
and Unsold or
in Escrow
Units Under
Construction(1)
Est. Base
Price(2)
Plan 1825 1,825 46 0 0 7 TBD
Plan 2537 2,537 52 0 0 6 TBD
Plan 2617 2,617 51 0 0 5 TBD
Plan 1547(3) 1,547 1 0 0 1 TBD
Plan 1874(3) 1,874 1 0 0 1 TBD
Totals 151 0 0 20
____________________
(1) Includes four model homes and 16 production homes.
(2) Base sale prices were not available as of May 1, 2024, as home sales had not yet commenced. (3) The single Plan 1547 and Plan 1874 homes are two model homes for the “Milazzo at Amoruso Ranch” product line, which are under construction within the Aviara neighborhood where D.R. Horton’s model home complex will be located.

Source: D.R. Horton.

City of Roseville
Amoruso Ranch Community Facilities District No. 1 (Public Facilities) Improvement Area No. 1 – Special Tax Bonds Series 2024
“Milazzo at Amoruso Ranch” Neighborhood (192 Lots)
(As of May 1, 2024)
Floor Plans
Approx.

Square
Footage
Total No.

Planned
Units(1)
Units
Completed,
Sold, and
Closed
Units
Completed
and Unsold or
in Escrow
Units Under
Construction(2)
Est. Base
Price(3)
Plan 1378 1,378 47 0 0 3 TBD
Plan 1547 1,547 50 0 0 6 TBD
Plan 1678 1,678 52 0 0 6 TBD
Plan 1874 1,874 43 0 0 3 TBD
Totals 192 0 0 18
____________________
(1) Includes 139 lots owned by the Hearthstone Land Bank. (2) As mentioned in a footnote to the previous table, two model homes for the “Milazzo at Amoruso Ranch” product line (a Plan 1547 and Plan 1874) are under construction within the Aviara neighborhood where D.R. Horton’s model home complex will be located.
(2) Base sale prices were not available as of as of May 1, 2024, as home sales had not yet commenced.

Source: D.R. Horton.

Home construction for D.R. Horton’s two neighborhoods commenced in January 2024. As of May 1, 2024, 38 homes were under construction, included four model homes and 34 production homes. D.R. Horton released the first phase of homes for sale in both neighborhoods in May 2024, closing of homes to individual homebuyers began in June 2024, and expects build-out and closing on the final homes in Improvement Area No. 1 to individual homebuyers by early 2027.

No assurance can be given that home construction and sales will be carried out on the anticipated timeline and according to the plans outlined herein, or that the home construction and sale plans or base prices set forth above will not change after the date of this Official Statement.

D.R. Horton reserves the right to change its development at any time without notice. 30 D.R. Horton Financing Plan. To date, D.R. Horton has funded its land acquisition, site development and home construction costs related to its property in Improvement Area No. 1 through internally generated funds, including funding from its parent company D.R. Horton, Inc. (as defined herein). D.R. Horton expects to use internal funding (which may include home sales revenues from its project in Improvement Area No. 1) to complete its site development, home construction, and marketing and sales of its homes in Improvement Area No. 1. However, home sales revenues from D.R. Horton’s activities in Improvement Area No. 1 are not segregated and set aside for completing its development activities in Improvement Area No. 1. None of the lots within Improvement Area No. 1 owned by D.R. Horton are encumbered by a mortgage or deed of trust.

Although D.R. Horton expects to have sufficient funds available to undertake and complete its development activities in Improvement Area No. 1, there can be no assurance, however, that amounts necessary to finance the remaining development and home construction costs will be available to D.R. Horton when needed. While D.R. Horton, Inc. has made such internal funding available in the past, there can be no assurance whatsoever of its willingness or ability to do so in the future. Neither D.R. Horton nor any other entity or person is under any legal obligation of any kind to expend funds for the development of and construction of homes on D.R. Horton’s property in Improvement Area No. 1. D.R. Horton has no legal obligation to Bond holders to make any such funds available for construction or development, or the payment of ad valorem property taxes or the Special Taxes. Any contributions D.R. Horton or any other entity or person to fund the costs of such development are entirely voluntary.

If and to the extent that the aforementioned sources are inadequate to pay the costs to complete the planned development by D.R. Horton within Improvement Area No. 1 and other financing is not put into place, there could be a shortfall in the funds required to complete the proposed development by D.R. Horton or to pay ad valorem property taxes or Special Taxes related to D.R. Horton’s property in Improvement Area No. 1, and the remaining portions of such development may not be completed. Many factors beyond D.R. Horton’s control, or a decision by D.R. Horton to alter its current plans, may cause the actual sources and uses to differ from the projections. See “SPECIAL RISK FACTORS” herein for a discussion of risk factors.

D.R. Horton Corporate Information. As previously defined in this Official Statement “D.R. Horton” is D.R. Horton CA2, Inc., a California corporation. D.R. Horton is a wholly-owned subsidiary of D.R. Horton, Inc., a Delaware corporation (“D.R. Horton, Inc.”). D.R. Horton, Inc. is a public company whose common stock is traded on the NYSE under the symbol “DHI.” Founded in 1978 and headquartered in Arlington, Texas, D.R. Horton, Inc. constructs and sells homes through its operating divisions in 118 markets in 33 states under the names of D.R. Horton, America’s Builder, Emerald Homes, Express Homes and Freedom Homes.

D.R. Horton, Inc. is subject to the informational requirements of the Exchange Act, and in accordance therewith files reports, proxy statements and other information, including financial statements, with the SEC. Such filings, particularly, D.R. Horton, Inc.’s Annual Report on Form 10-K for the fiscal year ended September 30, 2023, as filed with the SEC on November 17, 2023, and D.R. Horton Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, as filed with the SEC on April [___], 2024, set forth certain data relative to the consolidated results of operations and financial position of D.R. Horton, Inc. and its subsidiaries, including the D.R.

Horton California, as of such dates.

The SEC maintains an Internet web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC, 31 including D.R. Horton, Inc. The address of such Internet web site is www.sec.gov. All documents subsequently filed by D.R. Horton, Inc. pursuant to the requirements of the Exchange Act after the date of this Official Statement will be available for inspection in such manner as the SEC prescribes. Copies of D.R. Horton, Inc.’s Annual Report and each of its other quarterly and current reports, including any amendments, are available from D.R. Horton, Inc.’s website at www.drhorton.com.

The foregoing internet addresses and references to filings with the SEC are included for reference only, and the information on such internet sites and on file with the SEC are not a part of this Official Statement and are not incorporated by reference into this Official Statement. No representation is made in this Official Statement as to the accuracy or adequacy of the information contained on such sites, and such sites have not been reviewed by the Authority or the Underwriter. Neither D.R. Horton nor D.R. Horton Inc. is obligated to advance funds for construction or development or to pay ad valorem property taxes or the Special Taxes, and investors should not rely on the information and financial statements contained on such internet sites in evaluating whether to buy, hold or sell the Bonds.

Hearthstone Land Bank Information. On December 28, 2023, the Master Developer sold 139 MDR lots in Improvement Area No. 1 to the Hearthstone Land Bank. Concurrent with the sale of those lots to the Hearthstone Land Bank, D.R. Horton entered into a separate option agreement with the Hearthstone Land Bank whereby D.R. Horton will have the option, but not the obligation, to purchase the 139 MDR lots from the Hearthstone Land Bank. D.R. Horton is responsible for making special tax payments while the option arrangement with the Hearthstone Land Bank is in place.

Hearthstone Land Bank is ultimately controlled by Hearthstone, Inc., a California corporation (“Hearthstone”). Hearthstone is devoted exclusively to investing in residential housing developments on behalf of institutional capital. Hearthstone’s investments include singlefamily subdivisions, condominium and townhouse developments, master planned communities, land development projects and mixed-use communities. Hearthstone was the first, and is today among the largest institutional investment managers in the country that is dedicated to the residential building industry. At the time Hearthstone was organized in 1992, homebuilders across the United States were suffering from a shortage of capital resulting from changes in federal laws affecting the banking industry and from a loss of investor confidence in real estate. Hearthstone was organized in 1992 in response to changes in federal laws affecting the banking industry that greatly diminished the availability of investment capital for the homebuilding industry and in recognition of the long-term investment opportunity that residential homebuilding presents for institutional investors. Hearthstone manages funds for numerous public and private pension plans, university endowments, Fortune 100 companies, Wall Street investment banks and family offices. Hearthstone invests these funds on behalf of its investors in homebuilding and residential lot development projects with public and private homebuilders in select target markets throughout the United States. Hearthstone has funded and managed over $16.5 billion in investments to construct over 140,000 homes and lots in 22 states since its inception. Hearthstone’s principal office is located in Calabasas, California.

Richmond American
Richmond American Development Plan. In late 2023, Richmond American acquired 138 finished lots in Improvement Area No. 1 from the Master Developer. These lots are planned 32 for development into 138 single-family detached homes, as described below. The neighborhood name has not yet been finalized.

City of Roseville
Amoruso Ranch Community Facilities District No. 1 (Public Facilities) Improvement Area No. 1 – Special Tax Bonds Series 2024
“TBD” Neighborhood (138 Lots)
(As of June 1, 2024)
Floor Plans
Approx.

Square
Footage
Total No.

Planned
Units
Units
Completed,
Sold, and
Closed
Units
Completed
and Unsold or
in Escrow
Units Under
Construction(1)
Est. Base
Price(2)
N24 Paige 2,493 14 0 0 0 $715,950
N28D Dalton 2,864 12 0 0 0 745,950
N696 Palmer 3,116 10 0 0 0 771,950
N33D Jasmine 3,497 13 0 0 0 801,950
N601 Dayton
N927 Slate
N966 Elderberry
N923 Tourmaline
N924 Ammolite
3,965
2,077
2,382
2,666
3,044
14 17
16 21
21 0
0 0
0 0
0 0
0 0
0 0
0 0
0 0
955,950
671,950
691,950
711,950
741,950
Totals 138 0 0 0
____________________
(1) Richmond American plans to construct 4 model homes commencing in July 2024. (2) Base sale prices are estimated as of June 1, 2024. Base sales prices are subject to change and exclude any lot premiums, options, upgrades, incentives and any selling concessions or price reductions which may be offered.

Source: Richmond American.

Richmond American plans to construct 4 model homes in Improvement Area No. 1 commencing in July 2024, as well as production homes also commencing in July 2024. Richmond American anticipates reaching build-out and closing on the final homes in Improvement Area No. 1 to individual homebuyers by December 2025.

Richmond American reserves the right to change its development at any time without notice.

Richmond American Financing Plan. To date, Richmond American has funded its land acquisition, site development and home construction costs related to its property in Improvement Area No. 1 through internally generated funds, including funding from its parent company MDC (as defined herein). Richmond American expects to use internal funding (which may include home sales revenues from its project in Improvement Area No. 1) to complete its site development, home construction, and marketing and sales of its homes in Improvement Area No.

1. However, home sales revenues from Richmond American’s activities in Improvement Area No. 1 are not segregated and set aside for completing its development activities in Improvement Area No. 1. None of the lots within Improvement Area No. 1 owned by Richmond American are encumbered by a mortgage or deed of trust.

Although Richmond American expects to have sufficient funds available to undertake and complete its development activities in Improvement Area No. 1, there can be no assurance, however, that amounts necessary to finance the remaining development and home construction costs will be available to Richmond American when needed. While MDC has made such internal 33 funding available in the past, there can be no assurance whatsoever of its willingness or ability to do so in the future. Neither Richmond American nor any other entity or person is under any legal obligation of any kind to expend funds for the development of and construction of homes on Richmond American’s property in Improvement Area No. 1. Richmond American has no legal obligation to Bond holders to make any such funds available for construction or development, or the payment of ad valorem property taxes or the Special Taxes. Any contributions Richmond American or any other entity or person to fund the costs of such development are entirely voluntary.

If and to the extent that the aforementioned sources are inadequate to pay the costs to complete the planned development by Richmond American within Improvement Area No. 1 and other financing is not put into place, there could be a shortfall in the funds required to complete the proposed development by Richmond American or to pay ad valorem property taxes or Special Taxes related to Richmond American’s property in Improvement Area No. 1, and the remaining portions of such development may not be completed. Many factors beyond Richmond American’s control, or a decision by Richmond American to alter its current plans, may cause the actual sources and uses to differ from the projections. See “SPECIAL RISK FACTORS” herein for a discussion of risk factors.

Richmond American Corporate Information. As previously defined in this Official Statement, Richmond American is Richmond American Homes of Maryland, Inc., a Maryland corporation. Richmond American is a wholly-owned subsidiary of M.D.C. Holdings, Inc., a Delaware corporation (“MDC”). MDC is a publicly traded company whose common stock is listed on the New York Stock Exchange under the symbol “MDC.” Richmond American and its predecessor entity have been building homes in California since 1986. The Northern California division of Richmond American based in Roseville, California, is responsible for the development of its project in Improvement Area No. 1. On January 18, 2024, MDC and Sekisui House, Ltd. issued a joint press release announcing that the parties have entered into an Agreement and Plan of Merger, dated as of January 17, 2024 (the “Merger Agreement”). A copy of the press release is attached to MDC’s Current Report on Form 8-K filed with the SEC on January 18, 2024.

MDC has two primary operations, homebuilding and financial services. MDC’s homebuilding operations consist of wholly-owned subsidiary companies that build and sell homes under the name “Richmond American Homes.” MDC’s financial services operations include subsidiary companies that provide mortgage financing, place title insurance and homeowner insurance for Richmond American’s homebuyers, and provide general liability insurance for MDC subsidiaries and most of Richmond American’s subcontractors.

MDC is subject to the informational reporting requirements of the Securities Exchange Act of 1943, as amended (the “Exchange Act”), and in accordance therewith is obligated to file reports, proxy statements, and other information, including financial statements, with the Securities and Exchange Commission (the “SEC”). Such filings, including particularly MDC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC on January 30, 2024, set forth, among other things, certain data relative to such consolidated results of operations and financial position of MDC and its subsidiaries as of such dates. The SEC maintains an internet web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC, including MDC. The address of such internet web site is www.sec.gov. All documents subsequently filed by MDC pursuant to the requirements of the Exchange Act after the date of this Official Statement will be available for inspection in such manner as the SEC prescribes. Copies of MDC’s Annual Report 34 and related financial statements, prepared in accordance with generally accepted accounting standards, are also available from MDC on MDC’s website at www.mdcholdings.com.

The foregoing website addresses and references to filings with the SEC are included for reference only, and the information on such websites and on file with the SEC are not a part of this Official Statement and are not incorporated by reference into this Official Statement. No representation is made in this Official Statement as to the accuracy or adequacy of the information contained on such websites. Neither Richmond American nor MDC is obligated to advance funds for construction or development or to pay ad valorem property taxes or the Special Taxes and investors should not rely on the information and financial statements contained on such websites in evaluating whether to buy, hold or sell the 2024 Bonds. The information contained on such websites may be incomplete or inaccurate and has not been reviewed by the City or the Underwriter.

Increasing Mortgage Interest Rates and Banking Uncertainty Most of the purchasers of the Merchant Builders’ homes finance their acquisitions with mortgage financing. As such, rising interest rates, decreased availability of mortgage financing or of certain mortgage programs, higher down payment requirements, or increased monthly mortgage costs could have a negative impact on the estimated absorption rates of the Merchant Builders’ planned for-sale homes in Improvement Area No. 1. Further, a combination of higher mortgage rates, delays in construction stemming from delays in the supply chain, homebuyers’ inability to sell their existing homes and adverse changes in local, regional or national economic conditions, among other factors, could contribute to an increase in the Merchant Builders’ rate of home order cancellations. An increase in the level of such cancellations could similarly have a negative impact on the estimated absorption rates of the Merchant Builders’ planned for-sale homes in Improvement Area No. 1. See also “SPECIAL RISK FACTORS.” VALUE OF PROPERTY WITHIN IMPROVEMENT AREA NO. 1
The Appraisal
General. Integra Realty Resources, Sacramento, California (the “Appraiser”) prepared an appraisal report with a date of value of May 29, 2024 (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 within Improvement Area No. 1, which consists of 481 taxable lots.

Value Estimates. The Appraisal provides a market value of the appraised property as of the date of value (based on the hypothetical condition the improvements to be financed by the 2024 Bonds were in place as of the date of valuation). The valuation accounts for the impact of the lien of the Special Tax and represents the hypothetical market value (based on the hypothetical condition) of all the land in Improvement Area No. 1. The property appraised excludes property in Improvement Area No. 1 designated for public and quasi-public purposes. 35 The aggregate value estimate for the appraised properties as of the date of value, using the methodologies described in the Appraisal and subject to the limiting conditions and special assumptions and the hypothetical condition set forth in the Appraisal, and based on the ownership of the property as of that date, is $104,659,000. The following table summarizes appraised values for parcels in Improvement Area No. 1.

For information on how the values were allocated among parcels and ownership, see APPENDIX B.

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 2024 Bonds are available to fund public improvements and/or reimburse for various improvements already completed.

Assumptions and Limiting Conditions. In considering the estimate of value evidenced by the Appraisal, the Appraisal is based upon a number of standard and special assumptions which affect the estimates as to value. For example, the Appraiser has assumed that there is no adverse soil conditions, toxic substances or other environmental hazards that would interfere or inhibit development of the appraised property. Should future conditions and events reduce the level of permitted development or delay the completion of any projected development, the value of the undeveloped land would likely be reduced from that estimated by the Appraiser. See “APPENDIX B – THE APPRAISAL.”
Accordingly, because the Appraiser arrived at an estimate of current market value based upon certain assumptions which may or may not be fulfilled, no assurance can be given that should the parcels become delinquent due to unpaid Special Taxes, and be foreclosed upon and offered for sale for the amount of the delinquency, that any bid would be received for such property or, if a bid is received, that such bid would be sufficient to pay such delinquent Special Taxes.

Roseville City CouncilJuly 17, 2024

Roseville City Council
July 17, 2024